City and County of San Francisco Request for Proposals for Management and Operation of SFO Medical Clinic

City and County of San Francisco Request for Proposals for Management and Operation of SFO Medical Clinic San Francisco International Airport Contract No. 50118.01 Date issued: August 3, 2017 Pre-Proposal conference: August 23, 2017, 3:00 p.m. Proposal due: October 20, 2017, 3:00 p.m.

Table of Contents Page I. Introduction and Schedule... 1 II. Services to be Provided... 7 III. Submission Requirements... 7 IV. Evaluation and Selection Criteria... 12 V. Pre-Proposal Conference and Contract Award... 15 VI. Terms and Conditions for Receipt of Proposals... 16 VII. City and Airport Contract Requirements... 21 VIII. Protest Procedures... 24 Appendices: 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) E. Proposer s Information Form F. Services to be Provided by Contractor G. Calculation of Charges H. Cost Proposal Form I. Labor Detail Form

I. Introduction and Schedule A. General The City and County of San Francisco (CCSF or City), through its Airport Commission, seeks proposals from qualified and experienced organizations to manage and operate the SFO Medical Clinic (Clinic), a California licensed facility located at the San Francisco International Airport (SFO or Airport). Medical organizations with relevant experience in the operation of medical clinics and meeting the minimum qualifications set forth in Section IV.A are encouraged to submit a proposal. 1. SFO Medical Clinic The Clinic provides urgent care, emergency medicine, occupational medicine, travel medicine, preplacement examinations for City employees, and clinical care for City and tenant employees, contractors, traveling public, other Airport users, as well as employees of businesses located in the proximity of the Airport. The successful Proposer will manage and operate the Clinic, and develop and provide medical programs, administrative infrastructure and personnel to meet the needs of the Clinic, including the development and implementation of quality assurance programs, billing for all clinical services, and proper management of business activities related to operation of the Clinic. AIR-590 (1-15) Page 1 of 24 August 3, 2017

The Clinic facilities include a waiting/reception area, 6 examination rooms, 1 physical therapy room, an X-Ray and radiography area, 1 trauma room, 1 conference room, a medical records room, an area for the offices of the clinical, medical and clerical personnel, a nurses station, lab for blood draws and drug testing, and a medication room. The Airport Commission owns all of the space, as well as all the equipment at the Clinic. The Clinic is located in the Departures Level, A side of SFO s International Terminal, as illustrated in the site plan below: Information about the Clinic s approximate patient volumes and net revenues over the past 3 fiscal years is presented in the table below: FISCAL YEAR (July 1 to June 30) 2014/2015 2015/2016 2016/2017 Total Patient Visits (Annual Volume) 13,500 15,600 16,200 Total Net Revenues (Annual) $1.22 million $1.48 million $1.55 million AIR-590 (1-15) Page 2 of 24 August 3, 2017

A detailed breakdown of the types of patient visits during FY2016/2017 (number of visits and associated percentages) is presented below: Workers Comp Occup. Medicine / Physical Exams Drug Screening Travel Medicine Urgent Care Immunizations Physical Therapy TOTAL VOLUME 5,023 1,447 3,700 769 1,428 1,255 2,575 16,197 31% 9% 23% 5% 9% 8% 16% 100% Current staffing at the Clinic (administrative, clinical and physician personnel) is as follows: POSITION Full Time Equivalent (FTE) ADMINISTRATION Administrative Director 1.00 Manager 1.00 Nurse Manager 0.60 Billing Analyst 1.00 SUBTOTAL 3.60 BUSINESS OFFICE Sr. Office Coordinator 1.00 Work Comp Coordinator 1.00 Office Assistant 1.00 Office Assistant 1.00 Office Assistant 1.00 Office Assistant 0.93 SUBTOTAL 5.93 CLINICAL STAFF Registered Nurse 0.70 Registered Nurse 0.60 Registered Nurse 0.60 Registered Nurse 0.20 Registered Nurse 0.10 Radiology Tech 1.00 Radiology Tech 0.96 Radiology Tech 0.50 Radiology Tech 0.50 Pharmacy 0.03 Doctor of PT 1.00 Physical Therapist 0.80 SUBTOTAL 6.99 PHYSICIAN Physician 0.80 Physician 0.80 Physician Assistant 0.80 Physician 0.18 SUBTOTAL 2.58 TOTAL FTEs 19.09 AIR-590 (1-15) Page 3 of 24 August 3, 2017

2. San Francisco International Airport Background Information The Airport, which is owned and operated by the City, is the principal commercial service airport for the San Francisco Bay Area. SFO is located 14 miles south of downtown San Francisco in an unincorporated area of San Mateo County between the Bayshore Freeway (U.S. Highway 101) and the San Francisco Bay. According to data for calendar year 2015 from the Airports Council International, the Airport ranked 7th in the United States in terms of passengers and 16th in the United States in terms of air cargo tonnage. SFO is also a major origin and destination point in the United States. The Airport is one of the nation s principal gateways for Pacific traffic, and serves as a domestic hub and Pacific gateway for United Airlines. Passenger volume at the Airport has grown from approximately 37 million in Fiscal Year 2007-08 to approximately 55 million in Fiscal Year 2016-17 (see table below for details). The volume in Fiscal Year 2016-17 marked a new record and represented a 5.0% increase compared to Fiscal Year 2015-16. FISCAL YEAR TOTAL PASSENGER ENPLANEMENTS & DEPLANEMENTS TOTAL % CHANGE 2016-17 53,968,646 5.0% 2015-16 51,409,232 6.6 2014-15 48,212,794 4.7 2013-14 46,057,988 3.3 2012-13 44,608,177 4.1 2011-12 42,863,656 7.9 2010-11 39,726,471 4.0 2009-08 38,203,961 4.7 2008-07 36,475,612 (0.6) 2007-06 36,707,637 8.4 AIR-590 (1-15) Page 4 of 24 August 3, 2017

According to the 2016 Economic Impact Study of San Francisco International Airport prepared by the Economic Development Research Group, Inc., in 2015 approximately 37,600 people were employed at SFO (excluding employment generated by temporary construction projects). The table below presents a detailed breakdown. Direct Employment at SFO Classification of Activity by Sector Employment Passenger Services & Airport Administration Other/Non-Profit 92 State/Local Government 95 Parking and Miscellaneous 217 Mgmt., Maint./Cleaning, & Facilities Services 360 Federal Government 1,814 City of San Francisco Airport Commission 1,976 Security Firms 1,992 FBOs, General Aviation and Aviation. Services 4,062 Airport Retail and Concessions 4,684 Passenger Airlines 14,962 Sub Total 30,252 Freight Transportation Services Freight Airlines and Couriers 485 Passenger Ground Transportation Services Limos/Buses/Vans/Transit 2,121 Taxi Cabs 1,896 Transportation Network Companies (TNCs) 488 Rental Car 2,336 Sub Total 6,841 Total Airport-Based 37,578 Note: Data excludes on-airport construction activities. AIR-590 (1-15) Page 5 of 24 August 3, 2017

3. Contract Term The contract for management and operation of the Clinic will have an original term of three (3) years, from July 1, 2018 through June 30, 2021. In addition, the City will have two (2) one (1)-year options to extend the term, which options may be exercised by the Airport Commission in its sole and absolute discretion. B. Schedule The anticipated schedule for selecting the organization to manage and operate the Clinic is: Proposal Phase Date RFP is issued by the City August 3, 2017 Pre-Proposal conference Deadline for submission of written questions or requests for clarification Proposals due Oral interview with organizations selected for further consideration August 23, 2017, 3:00 PM September 15, 2017, 3:00 PM October 20, 2017, 3:00 PM To be determined AIR-590 (1-15) Page 6 of 24 August 3, 2017

II. Services to be Provided The services to be provided, attached as Appendix F of this RFP, shall be used as a general guide and are not intended to be a complete list of services that may be assigned to a successful Proposer. A modified version of Appendix F shall become Appendix A, Services to be provided by the Contractor, in the Agreement between the City and County of San Francisco and the selected Medical Clinic Operator ( Contractor ). A. Time and Place for Submission of Proposals III. Submission Requirements Proposals must be received on or before 3:00 PM (PDT), on October 20, 2017. Postmarks will not be considered in judging the timeliness of submissions. Proposals may be mailed to: San Francisco International Airport Business & Finance Department P.O. Box 8097 San Francisco, CA 94128 Attn: Gerardo Fries Proposals may also be hand-delivered to the Airport Commission offices at the San Francisco International Airport: Airport Commission Administrative Offices San Francisco International Airport Business & Finance Department International Terminal, 5th Floor North Shoulder Building San Francisco, CA 94128 Attn: Gerardo Fries Proposers shall submit four (4) copies of the proposal and one (1) copy, separately bound, of required CMD Forms in a sealed envelope clearly marked Response to Request for Proposals for Management and Operation of SFO Medical Clinic, Contract No. 50118.01 to the above location. Proposals that are submitted by fax will not be accepted. Late submissions will not be considered. B. Format The department will place proposals in three-ring binders for the review panel. Please use three-hole recycled paper, print double-sided to the maximum extent practical, and bind the proposal with a binder clip, rubber band, or single staple, or submit it in a three-ring binder. Please do not bind your proposal with a spiral binding, glued binding, or anything similar. You may use tabs or other separators within the document. You must also submit an electronic version of the submittal on a CD, DVD or memory stick. For word processing documents, the department prefers that text be unjustified (i.e., with a ragged-right margin) and use a serif font (e.g., Times Roman, and not Arial), and that pages have margins of at least 1 on all sides (excluding headers and footers). If your response is lengthy, please include a Table of Contents. AIR-590 (1-15) Page 7 of 24 August 3, 2017

C. Content Organizations interested in responding to this RFP must submit the following information, in the order specified below: 1. Introduction and Executive Summary (up to 2 pages) Submit a letter of introduction and executive summary of the proposal. The letter must be signed by a person authorized by your organization to obligate your organization to perform the commitments contained in the proposal. Submission of the letter will constitute a representation that your organization is willing and able to perform the commitments contained in the proposal. Provide the information requested in Appendix E (not included in the page count above). 2. Statement of Minimum Qualifications (up to 3 pages) Describe how your organization meets the minimum qualifications as set forth in Section IV. A. Minimum Qualifications of this RFP, including a list of specific clinics and other medical facilities operated by your organization, a brief description of these facilities and the scope of services performed by your organization in each facility, and the dates when such services have been provided by your organization. 3. Qualifications and Experience of Organization and Team (up to 15 pages) a. Organization Briefly describe your organization, including history, organizational structure, ownership structure, and names of principals. Include any information that may be of value to the City in evaluating your Proposal. A brief description of your organization s experience and qualifications, including: i. How long your organization has provided operation and management services at medical clinics, including any experience at airports. ii. iii. iv. A description of two medical facilities similar to the SFO Medical Clinic (in regards to size and type of services) operated and managed by your organization, including information about the owner of the facilities, reference and telephone numbers, staff members in each facility, budget, schedule and other relevant details. Descriptions should be limited to one page for each medical facility. A statement of the total staffing and experience. A description of any litigation, including any arbitration, mediation or legal action by a medical patient, related to medical services provided by your organization within the past 3 years of this RFP s issuance date. v. A list of your clients where the contractual relationship was not completed and was severed for reasons other than convenience. Provide a brief explanation of any severed relationships, and the names and contact information of the project manager, excluding any medical patient. AIR-590 (1-15) Page 8 of 24 August 3, 2017

Assignment of work within your organization s work team and ability to provide specialty services, if required. b. Team Provide a list identifying: (1) each key person on the project team including brief resumes if necessary, (2) the role each person will play in the Clinic, (3) a written assurance that the key individuals listed and identified will be performing the work and will not be substituted with other personnel or reassigned away from the Clinic without the City s prior approval. Describe the proposed staff's direct prior experience in providing the requested services, the number of years of relevant experience, the level of responsibility, as well as staff's experience in working in the type of medical clinic described in this RFP. Describe any relevant experience of key staff in growing the business of a medical clinic. 4. Approach to Manage and Operate the Clinic (up to 5 pages) Describe your organization s proposed approach to perform the scope of work and the tasks listed in this RFP including hiring / supervision of staff with a wide range of medical skills and expertise that include (but are not limited to): urgent care; emergency medicine; occupational medicine; travel medicine; provision of clinical care; development and implementation of quality assurance programs; billing for all clinical services; and, management of business operations. List your organization s procedures to ensure the Clinic meets or exceeds the State of California licensing requirements. Explain your organization s approach to patient/employer follow-up, workers compensation/occupational health injuries, and outbreak of disease plan. How would your organization respond to a notification of an outbreak of a severe acute respiratory syndrome (SARS)-related illness? Describe your organization s approach to disaster/emergency preparedness, quality assurance and quality control plan. 5. Business Plan (up to 10 pages) Describe your organization's Business Plan to grow business at the Clinic, to increase revenues and reduce operational costs while still providing excellent service. Provide documentation that demonstrates that the organization has the financial capacity and experience to operate the Clinic. In addition to the information requested in Appendix E, City reserves the right to request a credit report and additional financial information from the Proposer. Describe your organization's accounts receivable aging process, as well as your approach to collection of accounts receivable. AIR-590 (1-15) Page 9 of 24 August 3, 2017

Describe any other asset, expertise, experience, data or technology that provides your organization with a competitive edge or advantage. List additional travel medicine services or wellness programs your organization would offer at the Clinic. 6. Marketing Plan (up to 5 pages) Provide a detailed narrative description of the Proposer's marketing plan that outlines specific actions the Proposer would implement to attract new patients to the Clinic. Provide a detailed narrative description of the Proposer's marketing plan that outlines specific actions the Proposer would implement to attract other businesses. Describe why your organization's approach may be different or more effective than the practices used by other organizations providing similar services. 7. Transition Plan (up to 2 pages) Describe your organization s experience transitioning operations with similar medical clinics. Describe your organization s transition plan for the SFO Medical Clinic, including a schedule and evidence of the ability to ensure proper licensing is in place on the first day of the contract. 8. References (up to 3 pages) Proposer shall provide references including the name, address, telephone number, email address if known, of recent clients that can confirm Proposer's experience(s) as required in Section IV.A of this RFP. The preferred point of contact should be a representative who provided direct oversight and/or supervision of the contract. Information should include the name of the medical facility, year(s) operated, and specific scope of work performed by the Proposer. City may, at its option, contact any reference at any time prior to the award of the contract. References submitted as part of Section III.C.(3) Organization Qualifications may be contacted in lieu of references submitted under this section. Please confirm the accuracy of reference contact information. City may make such investigation, as it deems necessary, prior to the award of this contract to verify the information submitted by Proposer in its Proposal, including but not limited to: Proposer's experience, ability of Proposer's staff to properly perform all services specified in the scope of work, and adequacy of Proposer's financial resources to fully carry out the requirements of the contract. AIR-590 (1-15) Page 10 of 24 August 3, 2017

9. Cost Proposal Proposer should provide a cost proposal using the format presented in Appendix H, Cost Proposal Form. The cost proposal must comply with Generally Accepted Accounting Principles (GAAP). The cost proposal should include projected annual revenues, expenses, operating profit/loss, and projected payments by the City, including the proposer s annual management fees, and should cover the period between July 1, 2018 and June 30, 2023. The cost proposal shall be submitted in a sealed separate envelope clearly labeled as Cost Proposal, Contract 50118.01 with the name of the proposer. This envelope shall also include the completed Appendix I, Labor Detail Form, with information about the proposer s staffing and projected labor costs used to develop its Cost Proposal. The City intends to award this contract to the organization that it considers will provide the best overall program services. The City reserves the right to accept other than the lowest priced offer and to reject any proposals that are not responsive to this request. AIR-590 (1-15) Page 11 of 24 August 3, 2017

IV. Evaluation and Selection Criteria A. Minimum Qualifications 1. Proposer must have at least seven (7) years continuous experience prior to the date of the issuance of this RFP in the operation, management and administration of medical clinics, with clinic experience in an industrial, travel, and/or Airport setting. Experience must include the hiring and supervision of clinical staff in the areas of urgent care, emergency medicine, occupational medicine, travel medicine, workers compensation medicine, and pre-placement medical examinations. 2. Proposer must be licensed by the State of California to operate medical clinics. Any proposal that does not demonstrate that the 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. B. Selection Criteria The proposals will be evaluated by a selection committee comprised of parties with expertise in management of Airport programs and the health needs of Airport Commission employees, tenants, and the traveling public. The City intends to evaluate the proposals generally in accordance with the criteria itemized below. Up to two of the organizations with the highest scoring proposals may be interviewed by the committee to make the final selection. The description following each evaluation criteria are provided as a guide and are not intended to be comprehensive. 1. Qualifications and Experience of Organization and Team (250 points) a. Expertise and experience of the organization in the areas necessary to carry out the services listed in the RFP. (35 points) b. Quality of services in the operation and management of other medical facilities in the past 7 years and ability to operate these facilities in a fiscally responsible manner. Evaluation panel will take into account items such as level of patient satisfaction, adherence to budgets, and effectiveness in the collection of accounts receivable. (35 points) c. Years of experience operating similar medical clinics, particularly located in airports. (40 points) d. Recent experience of staff assigned to the Clinic (Proposer should include a description of the tasks to be performed by each staff person). (35 points) e. Professional qualifications and education of assigned staff. (35 points) f. Workload, staff availability and accessibility. (35 points) g. Nature and quality of outstanding litigation against Proposer. (35 points) AIR-590 (1-15) Page 12 of 24 August 3, 2017

2. Approach to Manage and Operate the Clinic (250 points) a. Proposed approach to perform the scope of work and the task listed in this RFP regarding hiring/supervision of staff with a wide range of medical skills and expertise that include (but are not limited to): urgent care; emergency medicine; occupational medicine; travel medicine; provision of clinical care; development and implementation of quality assurance programs; billing for all clinical services; and, management of business operations. (100 points) b. Appropriateness of approach to: patient/employer follow-up, workers compensation / occupational health injuries, and outbreak of disease plan. (75 points) c. Appropriateness of approach to disaster/emergency preparedness, quality assurance / quality control plan, and transition plan. (75 points) 3. Business Plan (250 points) a. Proposed plan to grow medical businesses, increase revenues and reduce operational costs, while still providing excellent service to the patients. (100 points) b. Demonstrated strength of firm's finances based on recent financial statements. (75 points) c. Proposed plan to develop / expand travel medicine and wellness programs. (75 points) 4. Marketing Plan (150 points) a. Proposed plan to market the Clinic to attract new patients among Airport tenants and users. (50 points) b. Proposed marketing plan to attract other businesses. (50 points) c. Innovation and effectiveness of marketing plan approach. (50 points) 5. Transition Plan (100 points) a. Organization's experience transitioning operations with a similar medical clinic. (50 points) b. Appropriateness of transition plan for the SFO Medical Clinic including ability to ensure proper licensing on the first day of the contract. (50 points) AIR-590 (1-15) Page 13 of 24 August 3, 2017

6. Oral Interview Optional (300 points) The Airport may conduct oral interviews by the Evaluation Panel. Up to three (3) highest-ranked Proposers following the evaluation of the written proposals may be invited to an oral interview. No oral interviews will be conducted if only one (1) responsive Proposal is submitted. If conducted, the interview shall consist of standard questions asked of each of the proposers, and any follow-up or clarification questions from the Evaluation Panel. The Evaluation Panel will evaluate oral interviews in accordance with the same criteria for the written proposals. After the interviews, the oral score will be added to the written score to derive a final score for the three (3) highest-ranked Proposers invited to the interview. Instructions regarding the oral interview shall be provided at a later date to the invited organizations. Only those lead staff members assigned to providing the services requested in this RFP should attend the interview. AIR-590 (1-15) Page 14 of 24 August 3, 2017

V. Pre-Proposal Conference and Contract award A. Pre-Proposal Conference Proposers are encouraged to attend a pre-proposal conference on August 23, 2017, at 3:00 PM PDT, to be held at: Airport Commission Administrative Offices San Francisco International Airport Business & Finance Department International Terminal, 5th Floor North Shoulder Building San Francisco, CA 94128 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. 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) Page 15 of 24 August 3, 2017

A. Errors and Omissions in RFP VI. Terms and Conditions for Receipt of Proposals 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 All inquiries regarding the RFQ must be directed by e-mail to Gerardo.Fries@flysfo.com. If any substantive new information is provided in response to questions, it will be memorialized in a written addendum to this RFP and will be posted online to the City & County of San Francisco website, in the link related to Bids/RFPs (http://mission.sfgov.org/ocabidpublication/). No questions or requests for interpretation will be accepted after September 15, 2017, 3:00 P.M. (PDT). 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. The proposer 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 anticompetitive 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. 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. AIR-590 (1-15) Page 16 of 24 August 3, 2017

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 an organization 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: 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. AIR-590 (1-15) Page 17 of 24 August 3, 2017

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; 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. AIR-590 (1-15) Page 18 of 24 August 3, 2017

M. No Waiver 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. LBE Subcontracting Participation Requirement: The LBE subcontracting participation requirement has been waived for this contract. 2. 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: 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. AIR-590 (1-15) Page 19 of 24 August 3, 2017

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 Mindy Lee at (650) 821-7765 or via email at mindy.lee@sfgov.org. AIR-590 (1-15) Page 20 of 24 August 3, 2017

VII. City and Airport Contract Requirements A. Standard Contract Provisions 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 organization 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) Page 21 of 24 August 3, 2017

E. First Source Hiring Program (FSHP) If the contract is for more than $50,000, then the First Source Hiring Program (Admin. Code Chapter 83) may apply. Generally, this ordinance requires contractors to notify the First Source Hiring Program of available entry-level jobs and provide the Workforce Development System with the first opportunity to refer qualified individuals for employment. Contractor will complete, sign and submit a First Source Hiring Agreement with the Contractor s proposal. Failure to submit a completed and signed First Source Hiring Agreement with the Contractor s proposal will result in a rejected bid or proposal. The link to the First Source Hiring Agreement can found in Appendix B. F. Conflicts of Interest The successful proposer will be required to agree to comply fully with and be bound by the applicable provisions of state and local laws related to conflicts of interest, including Section 15.103 of the City's Charter, Article III, Chapter 2 of City s Campaign and Governmental Conduct Code, and Section 87100 et seq. and Section 1090 et seq. of the Government Code of the State of California. The successful proposer will be required to acknowledge that it is familiar with these laws; certify that it does not know of any facts that constitute a violation of said provisions; and agree to immediately notify the City if it becomes aware of any such fact during the term of the Agreement. Individuals who will perform work for the City on behalf of the successful proposer might be deemed consultants under state and local conflict of interest laws. If so, such individuals will be required to submit a Statement of Economic Interests, California Fair Political Practices Commission Form 700, to the City within ten calendar days of the City notifying the successful proposer that the City has selected the proposer. G. Airport Intellectual Property Pursuant to Resolution No. 01-0118, adopted by the Airport Commission on April 18, 2001, the Airport Commission affirmed that it will not tolerate the unauthorized use of its intellectual property, including the SFO logo, CADD designs, and copyrighted publications. All proposers, bidders, contractors, tenants, permittees, and others doing business with or at the Airport (including subcontractors and subtenants) may not use the Airport intellectual property, or any intellectual property confusingly similar to the Airport intellectual property, without the Airport Director s prior consent. H. Labor Peace / Card Check Rule Without limiting the generality of other provisions herein requiring Contractor to comply with all Airport Rules, Contractor shall comply with the Airport s Labor Peace/Card Check Rule, adopted on February 1, 2000, pursuant to Airport Commission Resolution No.00-0049 (the Labor Peace/Card Check Rule ). Capitalized terms not defined in this provision are defined in the Labor Peace/Card Check Rule. To comply with the Labor Peace Card Check Rule, Contractor shall, among other actions: (a) Enter into a Labor Peace/Card Check Agreement with any Labor Organization which requests such an agreement and which has registered with the Airport Director or his/her designee, within thirty (30) days after the Labor Peace/Card Check Agreement has been requested; (b) Not less than thirty (30) days prior to the modification of this Agreement, Contractor shall provide notice by mail to any Labor Organization or federation of labor organizations which have registered with the Director or his/her designee ( registered labor organization ), that Contractor is seeking to modify or extend this Agreement; (c) Upon issuing any request for proposals, invitations to bid, or similar notice, or in any event not less than thirty (30) days prior to entering into any Subcontract, Contractor shall provide notice to all registered Labor Organizations that Contractor is seeking to enter into such Subcontract; and (d) Contractor shall include in any subcontract with a Subcontractor performing services pursuant to any covered Contract, a provision requiring the Subcontractor to comply with the requirements of the Labor/Peace/Card Check Rule. If AIR-590 (1-15) Page 22 of 24 August 3, 2017

Airport Director determines that Contractor shall have violated the Labor/Peace/Card Check Rule, Airport Director shall have the option to terminate this Agreement, in additional exercising all other remedies available to him / her. I. Worker Retention Policy As part of the San Francisco International Airport s Rules and Regulations, this Agreement is subject to the Airport s Worker Retention Policy. By entering into this Agreement Contractor agrees to comply fully with the Airport s Worker Retention Policy. More information can be found in the Airport s Rules and Regulations at: http://media.flysfo.com/media/sfo/about-sfo/commission/agendas/worker_retention_policy_7-17-2012.pdf AIR-590 (1-15) Page 23 of 24 August 3, 2017

VIII. Protest Procedures A. Protest of Non-Responsiveness Determination Within five working days of the City's issuance of a notice of non-responsiveness, any organization that has submitted a proposal and believes that the City has incorrectly determined that its proposal is non-responsive may submit a written notice of protest. Such notice of protest must be received by the City on or before the fifth working day following the City's issuance of the notice of non-responsiveness. The notice of protest must include a written statement specifying in detail each and every one of the grounds asserted for the protest. The protest must be signed by an individual authorized to represent the proposer, and must cite the law, rule, local ordinance, procedure or RFP provision on which the protest is based. In addition, the protestor must specify facts and evidence sufficient for the City to determine the validity of the protest. B. Protest of Contract Award Within five working days of the City's issuance of a notice of intent to award the contract, any organization that has submitted a responsive proposal and believes that the City has incorrectly selected another proposer for award may submit a written notice of protest. Such notice of protest must be received by the City on or before the fifth working day after the City's issuance of the notice of intent to award. The notice of protest must include a written statement specifying in detail each and every one of the grounds asserted for the protest. The protest must be signed by an individual authorized to represent the proposer, and must cite the law, rule, local ordinance, procedure or RFP provision on which the protest is based. In addition, the protestor must specify facts and evidence sufficient for the City to determine the validity of the protest. C. Delivery of Protests All protests must be received by the due date. If a protest is mailed, the protestor bears the risk of non-delivery within the deadlines specified herein. Protests should be transmitted by a means that will objectively establish the date the City received the protest. Protests or notice of protests made orally (e.g., by telephone) will not be considered. Protests must be delivered to: Cynthia Avakian Contracts Administration Unit San Francisco International Airport P.O. Box 8097 San Francisco CA 94128 Cynthia.Avakian@flysfo.com AIR-590 (1-15) Page 24 of 24 August 3, 2017