SAN FRANCISCO AIRPORT COMMISSION MINUTES

SAN FRANCISCO AIRPORT COMMISSION MINUTES March 29, 2016 Special Meeting 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 JOHN L. MARTIN Airport Director SAN FRANCISCO INTERNATIONAL AIRPORT SAN FRANCISCO, CALIFORNIA 94128

Minutes of the Airport Commission Special Meeting of March 29, 2016 CALENDAR AGENDA RESOLUTION SECTION ITEM TITLE NUMBER PAGE A. CALL TO ORDER: 4 B. ROLL CALL: 4 C. ADOPTION OF MINUTES: Special meeting of March 14, 2016 and the Regular meeting of March 15, 2016 16-0090 4 D. ITEMS INITIATED BY COMMISSIONERS: 4 E. ITEMS RELATING TO ADMINISTRATION, OPERATIONS & MAINTENANCE: 1. Award Sole Source Contract 10504.77 - Design-Build Services for AirTrain System and Train Control Upgrades - Bombardier Transportation (Holdings) 16-0091 4-5 2. Modification No. 1 to Contract 50061 - Davis & Assoc. Communications, Inc. 16-0092 Modification No. 1 to Contract 50062 - Fuseideas/EIS Design, a Joint Venture 16-0093 5-8 F. CONSENT CALENDAR OF ROUTINE ADMINISTRATIVE MATTERS: 3. Modification No. 2 to Contract 10011.66 - Design-Build Services for Terminal 1 Center Project - Hensel Phelps Construction 16-0094 8 4. Modification No. 2 to Contract 10010.66 - Design-Build Services for New Boarding Area B Project - Austin Webcor, Joint Venture 16-0095 8 5. Reject All Proposals for Contract 50073.76 and Authorization to Solicit New Bids for Solid Waste Management Services 16-0096 8-10 6. Modification No. 3 to Professional Services Contract 10003.41 - Project Management Support Services - Interim Boarding Area B Project - Hill International 16-0097 10 7. Modification No. 2 to Professional Services Contract 10050.43 - Architecture and Engineering Design Services for Fire House No. 3 and South Field Checkpoint Relocation Project - Shah Kawasaki/ YamaMar Joint Venture 16-0098 10 Minutes, March 29, 2016, Page 2

8. Modification No.2 to Contract 10009.61 - Construction Services for Security Access Office and Customs Badge Seal Office Relocation Project - Galliera, Inc. dba Trico Construction 16-0000 10-11 9. Authorization to Enter into an OTA and to Accept and Expend TSA Funds for the National Explosives Detection Canine Team Program 16-0100 11 G. NEW BUSINESS: 11 H. CORRESPONDENCE: 11 I. CLOSED SESSION: Public Employee Appointment: Airport Director 11-12 J. ADJOURNMENT: 12 Minutes, March 29, 2016, Page 3

AIRPORT COMMISSION SPECIAL MEETING MINUTES March 29, 2016 A. CALL TO ORDER: The special 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. Richard J. Guggenhime Hon. Peter A. Stern C. ADOPTION OF MINUTES: The minutes of the special meeting of March 14, 2016 and the regular meeting of March 15, 2016 were adopted unanimously. No. 16-0090 D. ITEMS INITIATED BY COMMISSIONERS: There were no items initiated by Commissioners. E. ACTION ITEMS RELATING TO ADMINISTRATION, OPERATIONS & MAINTENANCE: Item No. 1 was moved by Commissioner Guggenhime and seconded by Commissioner Crayton. The vote to approve was unanimous. 1. Award of Sole Source Contract No. 10504.77 - Design-Build Services for AirTrain System and Train Control Upgrades - Bombardier Transportation (Holdings) USA, Inc. - $56,930,000 No. 16-0091 Resolution awarding Sole Source Contract 10504.77, Design-Build Services for the AirTrain Systems Extension and Train Control Upgrades to Bombardier Transportation (Holdings) USA Inc. in an amount of $56,930,000 with a contract duration of 40 months, and with a corresponding amount in contingency authorization. The extension of the AirTrain guideway and the construction of the proposed Long Term Parking Station at Lot DD are part of the Multi-Modal Minutes, March 29, 2016, Page 4

Transportation Center project evaluated in a Negative Declaration issued by the San Francisco Planning Department (File No. 98.768E). The new Hotel AirTrain Station was evaluated in an Addendum to the Final Environmental Impact Report for the Airport s Master Plan and was issued by the Planning Department (File No. 86.638E). This activity is within the scope of the San Francisco International Airport Master Plan Program approved by the Airport Commission on November 3, 1992. The Master Plan EIR prepared for the Master Plan Program, including addenda thereto, adequately described this activity and its potential environmental effects for the purposes of CEQA. Mr. Geoff Neumayr, Deputy Director, Design & Construction said this item requests award of the sole source design build services contract for the AirTrain Systems Extension and Train Control Upgrades to Bombardier Transportation in an amount of $56.9 million and a contract duration of 40 months. Bombardier Transportation is the manufacture operative of the Airport s current AirTrain system and it was in the best interest of the Airport to utilize their services for this contract. The Airport Director has previously issued a memorandum to you providing the written justification for using a sole source procurement process to negotiate with Bombardier Transportation for this scope of work. Staff has completed negotiations with Bombardier Transportation and they have agreed with all the terms and conditions of the contract provided by the Airport including the scope, cost, and schedule. This contract will provide design build services for the AirTrain system extension to Lot DD and the Train Control upgrades. The scope of work will include the design and construction of existing electronics and control systems for the extension of the existing guideway to Lot DD, a new station at the long term parking garage and at the new hotel. It will also provide three new AirTrain cars for the system, retrofitting of existing guideway sections, and retrofitting existing stations with line of sight train control systems technology. Construction of the guideway and the new stations will be performed under a separate contract. This contract will be a follow on contract upon completion of the guideway and the new stations. The design scope of services for this contract is highly specialized and proprietary in nature to Bombardier and as such cannot be subcontracted. For that reason, the City s Contract Monitoring Division has not been able to establish a Local Business Enterprise (LBE) goal for design services. However, CMD has established a 15% LBE subcontracting goal for construction services and Bombardier is committed to meeting this goal. Item No. 2 was moved by Commissioner Crayton and seconded by Commissioner Guggenhime. The vote to approve was unanimous. 2. Modification No. 1 to Contract No. 50061 - Davis & Associates Communications, Inc. - $375,000 Minutes, March 29, 2016, Page 5

Modification No. 1 to Contract No. 50062 - Fuseideas/EIS Design, a Joint Venture - $1,350,000 Each to Provide Communications and Marketing Services for Varied Scopes of Work on an As-Needed Basis No. 16-0092 No. 16-0093 Resolutions approving (1) Modification No. 1 to Contract No. 50061 with Davis & Associates Communications, Inc. to increase total not-to-exceed amount by $375,000 for a new total not-to-exceed amount of $1,800,000; and (2) Modification No. 1 to Contract No. 50062 with Fuseideas/EIS Design, a J.V., to increase the total not-to-exceed amount by $1,350,000 for a new total not-to-exceed amount of $2,850,000 to provide Communications and Marketing Services for varied scopes of work on an as-needed basis, and to change the method by which the monies are allocated from an annual basis to a contract term basis. Ms. Kandace Bender, Chief Marketing & Communications Officer said that a few years ago the Commission authorized us to establish a pool of marketing and communications firms. This is a new concept for us as in the past we had worked exclusively with one marketing firm and one separate communications firm. The goal was to create a pool whereby the marketing team and the communications team can work together with one firm to create integrated campaigns. From the pool of those five firms, three were selected. Davis & Associates and Fuseideas/ EIS Design for the primary contracts, and a much smaller contract was allocated to Hill+Knowlton with whom we have worked before. The total amount authorized by the Commission was $1.6 million per year for three years with options to renew in subsequent years. Because two of these firms, Davis & Associates and Fuseideas/EIS were brand new to us, we felt it was important to begin slowly with them. We secured Commission permission to allocate a total of $575,000 late last summer, roughly 1/3 of the total spending that was authorized to us. We wanted to see how they did with that and if we could get used to them and they used to us. We ve had some growing pains but I m pleased to report that we ve adjusted to one another and we are now seeing quality work and respect for the deadlines from both firms. In fact, Air India and Fiji Airways recently told us that our integrated social media and marketing campaigns were among the best that they had experienced. Based on the successful working relationship that we ve forged, and current and forecasted projects, we are seeking Commission approval to utilize the remaining authority to increase both contracts to the maximum amount allowed. Secondly, we are asking to change the not-to-exceed authority from a per year basis to a per contract basis. In this case, the original term of three years for each one. At no time will the Airport exceed the $1.6 million per year without the express approval of the Commission. Minutes, March 29, 2016, Page 6

Commissioner Crayton... is the total amount for the contract what we see in front of us right now? Ms. Bender... it is. Commissioner Crayton... and if you were to come back again it would be for a whole new amount? Ms. Bender... it would. We re asking for permission to not have to do that for two more years. Commissioner Crayton asked so that s what this amount includes right now? Ms. Bender... correct. We re very pleased with the work from both firms. Again, it was a little bumpy in the beginning, but we re getting there and we re happy Commissioner Crayton... these are the only two firms that we re using right now? And that s for an extended period? Ms. Bender... it s primarily Davis & Associates and Fuseideas/EIS. The Hill+Knowlton contract is quite small. Commissioner Johns... how long was the probationary or tryout period? Ms. Bender... it s about seven-eight months. Commissioner Johns... so the bumps in the road have been worked out? Ms. Bender... yes, and they weren t major. We demand a lot and we demand it quickly. We work at a very fast pace in our division. I think there was a learning process to get up to speed to be able to deliver things as quickly as we require them. Also, to get a sense and a feel for the style that we like to use. I think that s normal with just about any new firm. Commissioner Johns... what types of projects do these firms do and how are they different? Ms. Bender... both firms can perform many of the same functions. Davis does a lot of web work and social media campaigns for us. Fuse primarily works on branding and making sure that the brand is followed, and they do marketing campaigns. The way it works now, and it s working very well, is that if there s a project coming up like a new airline, the marketing team and the communications team get together and work with one of the firms to create a new campaign. In that way, both elements of marketing and communications are integrated. Commissioner Crayton... where would we see some examples of what they have done? Have they done something or have they just marketed the Airport? Ms. Bender... they re doing the creative design for us as well. All of the banners that you see around the City, at the Airport, on-line, the social media, creative Minutes, March 29, 2016, Page 7

component, all of that s done by Fuse. Commissioner Crayton... is any of that done in conjunction with City and County of San Francisco City and County, or just specifically for the Airport? Ms. Bender... specifically for the Airport. F. CONSENT CALENDAR OF ROUTINE ADMINISTRATIVE MATTERS: The Consent Calendar, Item Nos. 3 through 9, was moved by Commissioner Crayton and seconded by Commissioner Guggenhime. The vote to approve was unanimous. 3. Modification No. 2 to Contract No. 10011.66 - Design-Build Services for the Terminal 1 Center Project - Hensel Phelps Construction Co. - $30,000,000 No. 16-0094 Resolution approving Modification No. 2 to Contract 10011.66, Design-Build Services for the Terminal 1 Center Project with Hensel Phelps Construction Co., in an amount not to exceed $30,000,000 for a new contract amount not to exceed $137,965,956, with a corresponding amount in contingency authorization. 4. Modification No. 2 to Contract No. 10010.66 - Design-Build Services for the New Boarding Area B Project - Austin Webcor, Joint Venture - $11,300,000 No. 16-0095 Resolution approving Modification No. 2 to Contract 10010.66, Design-Build Services for the New Boarding Area B Project with Austin Webcor J.V., in an amount not to exceed $11,300,000 for a new contract amount not to exceed $95,833,605 with a corresponding amount in contingency authorization. 5. Reject All Proposals for Contract No. 50073.76 and Authorization to Solicit New Bids for Solid Waste Management Services No. 16-0096 Resolution Rejecting All Proposals for Contract No. 50073.76, Solid Waste Management Services, and authorizing the Director to solicit new Proposals for Contract No. 50073.76 for a five year duration. Commissioner Guggenhime... why are we throwing out the bids? Mr. Neumayr... we only received one bid and it exceeded our estimated cost. Upon a second look, we thought we could revise our internal business practices, primarily around solid waste, and facilitate that process internally. If we removed that from the scope we could reduce the cost of the contract. Commissioner Mazzola... is there really only one major company, Recology? Minutes, March 29, 2016, Page 8

Mr. Neumayr... the issue is that the sortation is a big thing right now. That s where items that will go to landfill are separated from those things that are recyclable. A lot of the cost efficiency gets built in when the facilities are close by. Long term, the Airport will handle this in-house. But right now, we re trying to meet our goal of zero waste and this is the situation we re working with. Commissioner Guggenhime... how do you know you re going to get more than one bid next time? Mr. Neumayr... we don t know. Commissioner Guggenhime... the other bid was 46% over the estimate? Mr. John Martin, Airport Director... historically, we ve often only received one bid from South City Scavenger. We are a very big part of their business in San Mateo County, and we always compare the rate to market price to make sure we re getting a fair deal. Commissioner Guggenhime... your theory is that if they were 46% over on the first go-around, that comes down quite a bit. Correct? Commissioner Mazzola... they will. Commissioner Johns... the last time this came before us you explained about the issue of separation and that we couldn t get any other competitive bids because noone else was prepared to sort. I thought we were putting things in place for more separation on site so we wouldn t have this. What are we doing to achieve that goal, otherwise we re going to constantly be in the same situation? Mr. Neumayr... we have made a tremendous amount of progress on separation. It s a complicated issue because we have to change cultural behavior, starting with our concessionaires, who have actually gotten better at it, but we still have to deal with the public. Even if we put a series of receptacles out, people still make mistakes. We have significantly diminished the amount of sortation that goes on. As we continue to reduce it overtime, our goal and our intent is to be able to do that with completely on-site, but it s a process we have to go through. Commissioner Johns... what about our big on-site food service preparation facility that Commissioner Crayton and I toured? Are they doing separation there? Mr. Martin... we do enforcement work with the major tenants to make sure they re doing separation, and we now have a rate structure so there s an economic penalty in effect for major companies that are not doing separation. Ms. Julian Potter, Chief Administrative & Policy Officer... a couple of months ago you approved an RFP and we now have four proposals that we are reviewing. The purpose of the proposals is to get us to zero waste. We re looking at four different companies that will prepare a master plan for us to look at all of the enforcements, separation, different recycling containers, should we build an onsite sorting facility? All of these questions we know we have to answer to get to Minutes, March 29, 2016, Page 9

the Mayor s goal of zero waste by 2020. So, in this proposal to haul the waste we decided to make very narrow and just about hauling the waste. There is a potential that we might have another firm, I believe it s Recology, that has a facility where Candlestick used to be. Commissioner Crayton... did you put out a proposal for those four firms? Ms. Potter... yes, that proposal has been put out and we are in the final stages of selecting a firm. We will probably come before you in the next month and tell you which firm we ve selected to come up with a zero waste plan. Commissioner Crayton... did any minority firms respond? Ms. Potter... I m sorry Commissioner, I don t have the data in front of me. Commissioner Crayton... No problem. Thank you. 6. Modification No. 3 to Professional Services Contract No.10003.41 - Project Management Support Services for the Interim Boarding Area B Project Hill International, Inc. - $2,600,000 No. 16-0097 Resolution approving Modification No. 3 to Professional Services Contract 10003.41, Project Management Support Services for the Interim Boarding Area B Project with Hill International, Inc., in an amount not to exceed $2,600,000 for a new contract amount of $7,450,000 and with a new total contract duration of 32 months. 7. Modification No. 2 to Professional Services Contract 10050.43 - Architecture and Engineering Design Services for Fire House No. 3 and South Field Checkpoint Relocation Project - Shah Kawasaki/YamaMar Joint Venture - $827,441 No. 16-0098 Resolution approving Modification No. 2 to Professional Services Contract No. 10050.43, Architecture and Engineering Design Services for the Fire House No. 3 and South Field Checkpoint Relocation Project with Shah Kawasaki/YamaMar Joint Venture, in an amount of $827,441 with a new contract amount of $3,185,164. 8. Modification No.2 to Contract No. 10009.61 - Construction Services for the Security Access Office and Customs Badge Seal Office Relocation Project Galliera, Inc. DBA Trico Construction - $140,833 No. 16-0099 Resolution approving Modification No. 2 to Contract No. 10009.61, Construction Services for the Security Minutes, March 29, 2016, Page 10

Access Office and Customs Badge Seal Office Relocation Project with Galliera, Inc. dba Trico Construction, in an amount not to exceed $140,833 for a new contract amount not to exceed $4,338,084, with a corresponding amount in contingency authorization and with a new contract duration of 375 consecutive calendar days. 9. Authorization to Enter into an Other Transaction Agreement and to Accept and Expend Transportation Security Administration Funds in an Estimated Amount of $3,067,875 for the National Explosives Detection Canine Team Program No. 16-0100 Resolution authorizing staff to enter into an Other Transaction Agreement and to accept and expend Transportation Security Administration funds in an estimated amount of $3,067,875 for the National Explosives Detection Canine team program and any additional amounts up to 15% of $3,067,875. G. NEW BUSINESS: Discussion only. This is the Public Comment section of the calendar. Individuals may address the Commission on any topic within the jurisdiction of the Airport Commission for a period of up to two (2) minutes. Please fill out a Request to Speak form located on the table next to the speaker s microphone and submit it to the Commission Secretary. There were no requests to speak. H. CORRESPONDENCE: There was no discussion by the Commission. I. CLOSED SESSION: (a) Public comment on all matters pertaining to this agenda item. (b) Discussion and vote in open session pursuant to the Brown Act (California Government Code 54956.9) and the Sunshine Ordinance (San Francisco Administrative Code 67.10(d)) on whether to invoke the attorney-client privilege and conduct a closed session to confer with legal counsel. ACTION ITEM. (c) PUBLIC EMPLOYEE APPOINTMENT California Government Code 54957(b)(1); San Francisco Administrative Code 67.10(b) Title of Position: Airport Director. DISCUSSION AND POSSIBLE ACTION. Minutes, March 29, 2016, Page 11

There are no other planned agenda items for the closed session. 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 the Brown Act (Government Code 54954.2(b)(2) and 54954.5) and the Sunshine Ordinance (Administrative Code 67.11).) (d) [RECONVENE IN OPEN SESSION] (i) [IF APPLICABLE] Report on action taken in closed session required by the Brown Act (Government Code 54957.1(a)) and the Sunshine Ordinance (San Francisco Administrative Code 67.12(b)). (ii) Discussion and vote whether to disclose any or all discussions held in closed session (San Francisco Administrative Code 67.12(a)). ACTION ITEM. J. ADJOURNMENT: There being no further calendared business before the Commission the meeting adjourned at 9:27 AM. (Original signed by: Jean Caramatti) Jean Caramatti Commission Secretary Minutes, March 29, 2016, Page 12