SAN FRANCISCO AIRPORT COMMISSION MINUTES

SAN FRANCISCO AIRPORT COMMISSION MINUTES January 16, 2018 9:00 A.M. Room 400 - City Hall #1 Dr. Carlton B. Goodlett Place (400 Van Ness Avenue) City and County of San Francisco LONDON BREED, ACTING 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 January 16, 2018 CALENDAR AGENDA RESOLUTION SECTION ITEM TITLE NUMBER PAGE A. CALL TO ORDER: 4 B. ROLL CALL: 4 C. ADOPTION OF MINUTES: Regular meeting of December 19, 2017 18-0001 4 D. ITEMS INITIATED BY COMMISSIONERS: 4 E. ITEMS RELATING TO ADMINISTRATION, OPERATIONS & MAINTENANCE: 1. Modification No. 4 to Contract 9254 - Airport Shuttle Bus Services - SFO Hotel Shuttle, Inc. 18-0002 4-5 2. Approval of Lease Amendments to Extend the Term for Facilities in Terminal 1 Interim Boarding Area B 5-6 Amendment No. 2 to Domestic Food & Beverage Program Lease 03-0184 with Bay Area Restaurant Group, J.V. (Max s Eatz & Fresh Bakery) 18-0003 Amendment No. 1 to Domestic Food & Beverage Program Lease 03-0196 with Lady Luck, LLC (Go Bistro) to extend the term for facilities in Terminal 1 Interim Boarding Area B 18-0004 3. Approve Phase C6 of Contract 10504.66 - Design- Build Services for the AirTrain Extension and Improvements Program - Skanska Constructors 18-0005 6 4. Approve Phase C3 to Contract 10511.76 - Design- Build Services for the Airport Security Infrastructure Program - Hunt Construction Group, Inc. 18-0006 6-7 5. Award Contract 11001.66 - Design-Build Services for Wayfinding Enhancement Program - Fisher Development, Inc. 18-0007 7-9 6. Determination to Proceed with the Materials Testing Facility Project and Authorization to Call for Bids for Contract 11117.61 - Construction Services for the Materials Testing Lab Project 18-0008 9-10 7. Commence RFP Process and Authorization to Accept Proposals for the Airport Concierge Service Lease 18-0009 10-12 F CONSENT CALENDAR OF ROUTINE ADMINISTRATIVE MATTERS: 8. Modification No. 3 to Contract 9344 - Hotel Development Consulting Services - Jones Lang

LaSalle Americas, Inc. 18-0010 12 9. Reject all Bids for Contract 11144.61 - Construction Services for Central Garage Tunnel Doors Project, and Authorize Director to Call for Bids for Contract 11144.76, Construction Services for the Central Garage Tunnel Doors Project 18-0011 12 10. Approve Revised Minimum Qualification Requirements and Authorization to Accept Proposals for Terminal 3 Pop-Up Retail Concession Program 18-0012 12-13 11. Commence the RFP Process for Airport Automated Retail Lease 18-0013 13-14 12. Determination to Proceed with Modified Project and Approval of Phase C1 to Contract 9322.66 - Design- Build Services for Renovation of Cargo Buildings 900 and 944 Project - XL Construction - Time extension 18-0014 14 13. Approve 2011 Lease and Use Agreement with Hong Kong Airlines Limited 18-0015 14 14. Approve Amendment No. 1 to Lease TC-I-02-2801 with U.S. Customs and Border Protection at Building 648 18-0016 14 G. NEW BUSINESS: 15 H. CORRESPONDENCE: 15 I. CLOSED SESSION: 15 J.. ADJOURNMENT: 15 Minutes, January 16, 2018, Page 3

AIRPORT COMMISSION MEETING MINUTES January 16, 2018 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. Eleanor Johns Hon. Richard J. Guggenhime Hon. Peter A. Stern Hon. Linda S. Crayton, Vice President C. ADOPTION OF MINUTES: The minutes of the regular meeting of December 19, 2017 were adopted unanimously. No. 17-0001 D. ITEMS INITIATED BY COMMISSIONERS: There were no items initiated by Commissioners. E. ACTION ITEMS RELATING TO ADMINISTRATION, OPERATIONS & MAINTENANCE: Item No. 1 was approved unanimously upon a motion by Commissioner Johns and a second by Commissioner Stern. 1. Modification No. 4 to Contract No. 9254 - Airport Shuttle Bus Services - SFO Hotel Shuttle, Inc. - $28,300,000 No. 18-0002 Resolution approving Modification No. 4 to Contract No. 9254 with SFO Hotel Shuttle, Inc. to provide Airport Shuttle Bus Services, to exercise the second of three two-year options commencing July 1, 2018 through June 30, 2020, in an amount not to exceed $28,300,000, for a new total contract amount not to exceed $92,581,617. Ms. Eva Cheong, Airport Services... today we are seeking approval for Modification No. 4 to the contract with SFO Hotel Shuttle to exercise the second of two, two-year options which will start July 1, 2018 and continue through June 30, Minutes, January 16, 2018, Page 4

2020 in an amount not to exceed $28,300,000. As you are aware, SFO Shuttle primarily operates buses to and from our long term parking lots and our employee parking and covers backup for AirTrain outages to the Rental Car Center. Additionally, last summer we added bus service to and from gate locations to serve remote bus operations while we are under construction until we have more gates available. This increased amount of $28,300,000 includes that airfield bus service and also an increase in their management fee. They have operated successfully and been able to adapt into the airfield operations smoothly. Item No. 2 was approved unanimously upon a motion by Commissioner Guggenhime and a second by Commissioner Mazzola. 2. Approval of Lease Amendments to Extend the Term for Facilities in Terminal 1 Interim Boarding Area B No. 18-0003 No. 18-0004 Two (2) Resolutions approving (1) Amendment No. 2 to the Domestic Food & Beverage Program Lease No. 03-0184 with Bay Area Restaurant Group, J.V. (Max s Eatz and Fresh Bakery); and (2) Amendment No. 1 to the Domestic Terminal Food and Beverage Program Lease No. 03-0196 with Lady Luck, LLC (Go Bistro) to extend the term for facilities in Terminal 1 Interim Boarding Area B, and directing the Commission Secretary to forward amendments to the Board of Supervisors for approval. Ms. Cheryl Nashir, Revenue Development and Management... this item seeks approval of lease amendments to two food and beverage leases to extend the term for locations in interim Boarding Area B Terminal 1. The tenants for which we are seeking lease amendments are Bay Area Restaurant Group, JV for their Max s Eatz location and Lady Luck, LLC for their Go Bistro location. Usually we would RFP these locations for new leases but that is not feasible because the interim Boarding Area will only be in place through mid next year. As you know, we have commenced the RFP process for the new permanent Terminal 1 Boarding Area B. As soon as Phase 1 of Terminal 1 opens in July of 2019 Interim Boarding Area B will close and be demolished. Each of these two tenants started with a 12 year term... a 10 year base term and a two year option. The options have been exercised. At the expiration of these extensions, Bay Area Restaurant Group will have gotten an additional 28 months and Lady Luck an additional 18 months. It s not realistic to think we could RFP these spaces for such a short time frame. The new tenant could not come in and properly refresh, rebrand and amortize their capital investment. Barring any schedule delays for Terminal 1 or the Terminal 3 West project which we spoke about at the last meeting, this should be the last time for many, many years that we are requesting a lease extension for a concession in order to maintain service to the public while we conduct base building renovation. Minutes, January 16, 2018, Page 5

Commissioner Johns... I just want to clarify that the original lease for Max s also had this one in Terminal 3 East, but that s not affected because it was already extended. Is that correct? Ms. Nashir... that s correct. Commissioner Guggenhime... September 30, 2019, that s it? Ms. Nashir...correct. In fact, Terminal 1 is supposed to open in July but we decided to do this through the end of September in case we had any schedule slippage. Item No. 3 was approved unanimously upon a motion by Commissioner Johns and a second by Commissioner Stern. 3. Approve Phase C6 of Contract 10504.66 - Design-Build Services for the AirTrain Extension and Improvements Program - Skanska Constructors - $6,077,609 No. 18-0005 Resolution approving Phase C6 of Contract No. 10504.66, Design-Build Services for the AirTrain Extension and Improvements Program with Skanska Constructors, to increase the contract capacity by $6,077,609 for a new contract capacity amount of $98,538,934. Ms. Mosqueda... this requests your approval of Phase C6 to include Trade Package Set (TPS) No. 7 in our contract with Skanska Constructors for design build services for the AirTrain Extension and Improvements program. The Phase C6 approval will increase the contract capacity amount by $6 million to establish a new amount of $98.5 million, with a corresponding amount of contingency and no change to the contract duration. The AirTrain Extension Improvements program provides programming design and construction of an elevated guideway extension to the Airport s Long Term Parking Lot DD and new AirTrain stations at the new hotel and in Lot DD. Phase C6 approval will provide for TPS No. 7 to be added to the contract. The TPS includes auxiliary guideway concrete work, station concrete, escalators, elevators, and hotel station fireproofing. The contract budget is $135.7 million and the forecasted amount for this contract is just a bit higher at $139 million. Staff is working closely with Skanska to obtain alignment between the forecast and budgeted amounts and will return to the Commission for award of future Trade Package sets. The City s Contract Monitoring Division has approved a 22% LBE requirement for design services and a 20% requirement for construction services. Skanska is committed to meeting these requirements. Item No. 4 was approved unanimously upon a motion by Commissioner Stern and a second by Commissioner Johns. 4. Approve Phase C3 to Contract 10511.76 - Design-Build Services for the Airport Security Infrastructure Program - Hunt Construction Group, Inc. - $5,997,874 Minutes, January 16, 2018, Page 6

No. 18-0006 Resolution approving Phase C3 to Contract No. 10511.76, Design-Build Services for the Airport Security Infrastructure Program, with Hunt Construction Group, Inc., to increase the contract capacity by $5,997,874 for a new contract capacity amount of $71,288,530. Ms. Mosqueda... this requests your approval of Phase C3 to include Trade Package Set (TPS) No. 4 in our contract with Hunt Construction Group, Inc. for design build services for the Airport s Security Infrastructure Program. The Phase C3 approval will increase the capacity amount by $5.9 million to establish a new amount of $71.2 million and authorizes a corresponding amount of contingency with no change in the contract duration. The Airport s Security Infrastructure Program enhances the Airport s Security systems based upon a prioritized set of recommendations established in the Airport s Security Implementation Master Plan. It includes three distinct projects for Airport-wide improvement and expansion of security systems to increase safety and security of the Airport s assets, operations, and technology. Phase C3 approval will provide for TPS No. 4 to be added to the contract. The TPS includes security local area network expansion switches, Boarding Area F door frames, and hardware package. The forecasted amount for this contract is $151.2 million which is within the contract budget of $157.2 million and contains appropriate levels of contingency. The program remains on schedule to be substantially complete by the second quarter of 2019. The City s Contract Monitoring Division has approved an 18% LBE goal for design services and 11% for construction services. Hunt is committed to meeting these goals. Item No. 5 was approved unanimously upon a motion by Commissioner Guggenhime and a second by Commissioner Johns. 5. Award of Contract No. 11001.66 - Design-Build Services for the Wayfinding Enhancement Program - Fisher Development, Inc. - $7,300,000 No. 18-0007 Resolution awarding Contract No. 11001.66, Design- Build Services for the Wayfinding Enhancement Program Project, to Fisher Development, Inc. for a contract capacity amount of $7,300,000 with a contract duration of 1,460 consecutive calendar days, and with a corresponding amount in contingency authorization. Ms. Mosqueda... this item requests award of Contract No. 11001.66 to Fisher Development, Inc. for design build services for the Wayfinding Enhancement Program. The program encompasses the development of an Airport-wide Wayfinding Master Plan and Airport-wide Signage Guidelines and Standards. This contract will further the development of the master plan guidelines and standards as needed and will implement recommended signage and wayfinding improvements around the Airport. The advertised RFP resulted in receipt of four proposals. The Airport convened a three-member selection panel who interviewed all four proposers. Based upon their evaluations and negotiations, Minutes, January 16, 2018, Page 7

the highest ranked proposer, Fisher Development, was selected for award. The initial contract capacity amount with Fisher is $7.3 million with a contract duration of 1,460 consecutive calendar days. Staff estimates the total contract amount is $13.3 million. During the construction phase of the contract Staff will return to the Commission for approval of Trade Package sets. The City s CMD has approved a 13% LBE goal for design services and 20% for construction services. Fisher has committed to meeting these goals. Commissioner Johns... what will they actually do with the signage and do they get input? In other words, do we get complaints from people that say I couldn t find my way and this sign should be improved, and do we gather that somewhere where it can be useful in these projects. I also wondered whether the freeway signage outside of the Airport is involved in any of this? Ms. Mosqueda... yes. We do receive comments from passengers. They primarily go to Chris Birch with Guest Services and we are in regular contact with Chris about primary passengers complaints. For the past four or five years we have been studying what the Airport should do to improve signage. There is a master plan already in place prioritizing the improvements that should happen around the Airport to facilitate passenger movements. Fisher would be responsible for implementing some of the highest priority improvements. Some of them might potentially include gate renumbering so that it s easier and more intuitive for passengers to figure out which Terminal their gate is in. If it s currently Gate 40, which Terminal is that in? But if they were alpha numeric, that might be D40 or C40. Passengers would know which Terminal it is by the C indicator. Commissioner Johns... if you knew that C was in a particular Terminal. Ms. Mosqueda... signage would reflect that as part of the overall improvements.. Commissioner Johns... would that apply to AirTrain? Ms. Mosqueda... yes. The outer facilities as well. They have looked at freeway signage as well. Commissioner Guggenhime... what we re doing is getting a plan in place. The actual cost of the digital road signage, etc. is on top of that, correct? Ms. Mosqueda... no. We have a master plan of wayfinding improvements for the Airport and they ve been prioritized. This now looks at implementing the top priority from the list. If we were to do every signage improvement recommended at the Airport, it would be many more millions of dollars than what s in this contract. This will focus at the top priority items. The reason is that this contract is primarily for physical improvements at the Airport, but we wanted to give Fisher and their team the ability to update the master plan that s been done to date should we find new information from current projects that are going on at the Airport. The update of the master plan is not the primary focus of this contract, it s physical improvements to signage. Commissioner Guggenhime... signage, digitals signs, etc. is part of it. Minutes, January 16, 2018, Page 8

Ms. Mosqueda... for the top priority items, yes. I m confident of that because we ve been set up with this great process where we work with Fisher to develop those improvements to meet the needs of the top priority items. So the improvements have been studied already and have been proposed by earlier contracts. Now they just need to flush it out and implement them, and we will only implement to the maximum dollar value of this contract. Commissioner Stern... I m supportive of this but curious because a lot of passengers today will look to their mobile phones to figure out where they re wanting to go. So, does this program also encompass those types of efforts from a wayfinding perspective, or is that going to be something all together different? Ms. Mosqueda...this contract aims to align what people see on multiple platforms, both physically in terms of signage or maps around the Airport, maps on a desktop, and maps on their phone. There will be greater alignment. The Project Manager for this project has been working with Marketing and Communications who is responsible for Airport maps and the digital representation on phones. They ve done some lessons learned and they will all be coordinated, so it should improve what passengers see digitally. Item No. 6 was approved unanimously upon a motion by Commissioner Stern and a second by Commissioner Guggenhime. 6. Determination to Proceed with the Materials Testing Facility Project and Authorization to Call for Bids for Contract No. 11117.61 - Construction Services for the Materials Testing Lab Project No. 18-0008 Resolution determining to proceed with the Materials Testing Facility Project and approving the scope, budget, and schedule for Contract No. 11117.61, Construction Services for the Materials Testing Lab Project, and authorizing the Director to Call for Bids. This action constitutes the Approval Action for the Project pursuant to Section 31.4(h) of the San Francisco Administrative Code. Mr. Geoff Neumayr, Chief Development Officer... this requests your approval to proceed with the project, approve the scope, budget, and schedule and authorize a call for bids for construction services for the Materials Testing Lab. This project will replace the existing Materials Lab which is currently temporary module trailers that are in disrepair and no longer able to function as a testing laboratory. The Materials Testing Lab supports the Civil Engineering and Construction Services divisions and provides materials testing services primarily for ongoing roadway and runway construction and repair projects. The testing lab provides testing as part of the Airport s requirement to provide quality assurance of roadway and runway projects. Currently, many samples are not able to be tested on site due to limitations of the existing facilities, and samples must be sent off-site for testing. This new facility will allow the lab to become fully accredited and to provide materials testing much more quickly to accommodate fast paced construction Minutes, January 16, 2018, Page 9

schedules, both during day work and night work. This contract will provide for construction of a new building within the airfield area that will provide facilities for soil, concrete, asphalt testing as well as provide office support for Lab Technicians. The Engineer s estimate for this project is $3.3 million with a contract schedule of 500 consecutive days. The San Francisco Planning Department s Environmental Planning Division has determined that the Materials Testing facility is categorically exempt from the California Environmental Quality Act as a Class 1 and 3 exemption. The City s Contract Monitoring Division has approved a 22% LBE subcontracting participation goal for this contract. Item No. 7 was approved unanimously upon a motion by Commissioner Stern and a second by Commissioner Guggenhime. 7. Commencement of the Request for Proposals Process and Authorization to Accept Proposals for the Airport Concierge Service Lease No. 18-0009 Resolution approving the proposed minimum qualification requirements and lease specifications, commence the Request for Proposals process, and authorizing staff to accept proposals for the Airport Concierge Service Lease. Mr. Chris Birch, Director of Guest Experience... this item seeks your approval to issue an RFP and accept proposals for our Airport Concierge Services Lease. Concierge services have been offered to customers on a pilot basis since March 2016. We had intended to make a decision on whether these services could be offered as a competitive bid after the initial 12 month trial but requested from you an additional 12 months to continue to vet and gauge public interest. As you are already aware, the services offered typically include escorting customers to, from, and between flights allowing those who require more assistance to travel more comfortably and, in many cases, discretely. Approximately 1/3 of our clients are members of the entertainment and sports industries. Other personalized services currently offered and included in the RFP is the requirement to provide a majority of bilingual staff. As hoped under the current operator, Airport Butler, we ve seen a consistent increase in monthly revenues and bookings and a stabilization of the services price point of approximately $230. Average monthly revenue exceeds $10,000 and we re confident of a continued positive trend around bookings as a permanent provider settles in and develops business further. We ve elected to require a minimum of two years experience with revenues in excess of $100,000 per year in order for a proposer to be considered responsive. This lease has a Minimum Annual Guarantee (MAG) of $10,000 with an annual rent being the greater of the MAG or 8% of gross revenue. Additionally, we propose a three year term with one two-year option. Evaluation criteria will be a mixture of experience, financial strength in the operations plan, and we will work closely with the Revenue Development group in terms of outreach to local businesses, and trade publications, and ensuring that we have a qualified and diverse panel for evaluation purposes. While the lease is not likely to create significant revenue for the Airport, it is in line with important goals of providing exceptional levels of service, differentiating SFO among our peers, and pursuing innovative ideas. This is still one of the first services of its type. A few airports have gone out to bid Minutes, January 16, 2018, Page 10

for more extensive services that are more in line with the type of customers that they have, but we feel very good about this opportunity. We believe that this is an idea that will catch on as airports begin to realize the benefits. Commissioner Guggenhime... this is a terrific concept. For those of us who travel when you change terminals, especially overseas... I ve tried it in New York, I ve tried it here. If you don t know where you re going or you re troubled with the English language, it is absolutely essential to have a service like this. They will meet you and help you check in your bags, assist you at the security checkpoint, and take you to the date. This is important. I think the revenues you re going to get are going to be a lot larger than that. I think not to have a service like this at a major airport is tragic. I ve used it in New York and Los Angeles just to try it and I think this enhances a reputation, not only when you fly domestically but when you fly internationally, or you re coming in on an international flight and connecting to a domestic flight. I m all for it. Commissioner Johns... I think I agree with you that it s a nice service if you can afford it. I m only hoping that it will not detract from how we give good service to our travelers who unfortunately can t pay an extra $230 to be escorted from one place to the next. I m hoping that we remain a full service Airport with guest services for everyone and that it won t detract. How does this get advertised? Mr. Birch... I want to address your first question first. The masses, meaning most of our customers, will always remain a focus. They are primary. This service is an add on. Commissioner Johns... just like Clear and some of those entities. Mr. Birch... yes. Resources aren t taken from our general daily operations to address that. During the pilot period we assisted Airport Butler ATS, the company that runs Airport Butler, with web advertising but that s the extent of it. We ll be looking for a proposer to tell us exactly how they want to get the word out. But we have a couple of years of established business that we feel good about. Commissioner Johns... I m curious if you ve learned anything from this trial period that has helped us in our customer relations for everyone? Mr. Birch... philosophically, absolutely. The amount and focus on the customer that s given during these interactions is really important. That s what customers are paying for. So it helps remind us that very personalized genuine interaction between customer and Airport is extremely important and that this is a vendor that carries a reputation with them, with each of the dealings that they have. It s not so much of a lesson as it is a reminder. Commissioner Johns... I know we re dealing with the airlines and they have to be helpful in getting people from one gate or one Terminal to the next, particularly if a flight is late and that type of thing. Mr. Birch... but as you can imagine airlines are quite open to having a third party take care of their customers. Minutes, January 16, 2018, Page 11

Commissioner Johns... of course. Thanks for your information. F. CONSENT CALENDAR OF ROUTINE ADMINISTRATIVE MATTERS: The Consent Calendar, Item Nos. 8 through 14, was approved unanimously upon a motion by Commissioner and a second by Commissioner. 8. Modification No. 3 to Contract No. 9344 - Hotel Development Consulting Services Jones Lang LaSalle Americas, Inc. - $50,000 No. 18-0010 Resolution approving Modification No. 3 to Contract No. 9344 with Jones Lang LaSalle Americas, Inc. to exercise the second of two one-year options, and to increase the not-to-exceed contract amount by $50,000, from $150,000 to $200,000. 9. Reject all Bids for Contract No. 11144.61 - Construction Services for the Central Garage Tunnel Doors Project, and Authorize the Director to Call for Bids for Contract No. 11144.76, Construction Services for the Central Garage Tunnel Doors Project No. 18-0011 Resolution Rejecting all Bids for Contract No. 11144.61, Construction Services for Central Garage Tunnel Doors Project, and to authorize the Director to Call for Bids for Contract No. 11144.76, Construction Services for the Central Garage Tunnel Doors Project. 10. Approval of the Revised Minimum Qualification Requirements and Authorization to Accept Proposals for the Terminal 3 Pop-Up Retail Concession Program No. 18-0012 Resolution approving the revised minimum qualification requirements and authorizing staff to accept proposals for the Terminal 3 Pop-Up Retail Concession Program. Ms. Lanenna Joiner... I m speaking on No. 10 because I m a small business owner in Oakland coming for the Pop-Up Retail location in San Francisco. After reviewing the minimum requirements, I looked at the fact that it was not comprehensive enough to cover local businesses. Given that the City and the County is spending the area to support the Airport, I feel as though the spirit of your strategic goals, the spirit of the SBAO in this port actually is not allowing or looking carefully at local businesses. Given that San Francisco wants to and the Airport wants to provide a space and create diversity as well as business opportunities with diversity, that this is an opportunity to either go from 250 to 150 where local businesses are included in the spirit of this law, in the spirit of this regulation but also that we are given an opportunity to try and feel like other businesses. This is a unique opportunity. Just as there s $22 million that requires someone to come in to actually open stores in San Francisco. This is an Minutes, January 16, 2018, Page 12

opportunity for us to come in. At $250,000 on gross sales does not mean that a company is able to operate another store. Credit lines, credit limits, those lines of credit with banks actually give us opportunities to create other ventures, especially in the Airport. I do understand that there are 3 million passengers that are being exposed to these businesses but any business there is going to succeed to some level. I ask that you motion to look at this to include local businesses with the dropping and also adding a credit line limit, a clause in there that will help and ensure that it safeguards the San Francisco Airport. But it also safeguards the merchant that they re able to come in and service the clients. Thank you. 11. Commence the Request for Proposals Process for the Airport Automated Retail Lease No. 18-0013 Resolution approving the proposed minimum qualification requirements and lease specifications, and authorizing staff to issue a Request for Proposals and conduct an informational conference for the Airport Automated Retail Lease. Commissioner Johns... I m not sure what these automated things are. Some sort of vending machine? Ms. Nashir... yes. These are retail vending machines and they are branded differently, sometimes it s Best Buy. We currently have Benefit cosmetics, but it s a vending machine where you can buy something beyond a snack or a beverage. Commissioner Johns... in all terminals? Ms. Nashir... yes. Commissioner Johns... will the RFP include all four terminals? Ms. Nashir... yes. Commissioner Johns... are we specifying what kind we want? Ms. Nashir... we don t. I believe we have a prohibition against food vending because we have another contract for that. But other than that, we approve each proposal they send in and we approve the design of the machines. Commissioner Johns... there s only so many that we permit? Ms. Nashir... there s 14 across the whole Airport. Ms. Lanenna Joiner said I also had, I wanted an opportunity to speak to Item No. 11. I m sure my pen didn t get that. I wanted to find out if I have an opportunity to speak on the vending? Commissioner Mazzola replied yeah sure. Go ahead. Minutes, January 16, 2018, Page 13

Ms. Lanenna Joiner... I m from Oakland. One of the things about the vending machines, as a small local business owner, I m also a Commissioner in the City of Oakland. As a person who has an adult retail store, I sell vibrators for a living, and we ve also wanted to be part of the vending machines. What you don t know, what you didn t hear about the vending machines is that although there are 14 machines, the company gets to decide if they can replicate that process across the country and it actually disbars a lot of businesses from competing, such as myself. In San Francisco, in our culture, we re able to compete with our type of business, but because the company itself that gets the contract spans the entire United States, they re not able to put certain businesses in all of those particular retail centers. So it s not beneficial to all businesses, local businesses, small businesses or even some corporations. I just wanted to mention that. 12. Determination to Proceed with the Modified Project and Approval of Phase C1 to Contract No. 9322.66 - Design-Build Services for the Renovation of Cargo Buildings 900 and 944 Project - XL Construction - Time extension No. 18-0014 Resolution determining to proceed with the modified Project and approving Phase C1 to Contract No. 9322.66, Design-Build Services for the Renovation of Cargo Buildings 900 and 944 Project, with XL Construction, to extend the contract duration by 301 days for a total contract duration to 545 consecutive calendar days. This action constitutes the Approval Action for the Project pursuant to Section 31.04(h) of the San Francisco Administrative Code. 13. Approval of a 2011 Lease and Use Agreement with Hong Kong Airlines Limited No. 18-0015 Resolution approving a 2011 Lease and Use Agreement with Hong Kong Airlines Limited at San Francisco International Airport, and directing the Commission Secretary to forward the Lease to the Board of Supervisors for approval. 14. Approval of Amendment No. 1 to Lease TC-I-02-2801 with U.S. Customs and Border Protection at Building 648 No. 18-0016 Resolution approving Lease Amendment No. 1 to Facility Lease No. TC-I-02-2801 with U.S. Customs and Border Protection to extend the term of the lease for an additional ten years, adjust the annual rent, and direct the Commission Secretary to request approval of Amendment No. 1 by the Board of Supervisors. Minutes, January 16, 2018, Page 14

G. NEW BUSINESS: Discussion only. This is the Public Comment section of the calendar. Individuals may address the Commission on any topic within the jurisdiction of the Airport Commission for a period of up to two (2) minutes. Please fill out a Request to Speak form located on the table next to the speaker s microphone and submit it to the Commission Secretary. There were requests to speak. H. CORRESPONDENCE: There was no discussion by the Commission. I. CLOSED SESSION: There are no planned agenda items for a Closed Session for the current meeting. In the event of any urgent matter requiring immediate action which has come to the attention of the Airport Commission after the agenda was issued and which is an item appropriately addressed in Closed Session, the Airport Commission may discuss and vote whether to conduct a Closed Session under Brown Act (California Government Code Sections 54954.2(b)(2) and 54954.5) and Sunshine Ordinance (San Francisco Administrative Code Section 67.11). If the Airport Commission enters Closed Session under such circumstances, the Airport Commission will discuss and vote whether to disclose action taken or discussions held in Closed Session under the Brown Act (California Government Code Section 54957.1) and Sunshine Ordinance (San Francisco Administrative Code Section 67.12). J. ADJOURNMENT: There being no further calendared business before the Commission the meeting adjourned at 9:30 AM. (Original signed by: Jean Caramatti) Jean Caramatti Commission Secretary Minutes, January 16, 2018, Page 15