SAN FRANCISCO AIRPORT COMMISSION MINUTES September 7, 2010 9:00 A.M. Room 400 - City Hall #1 Dr. Carlton B. Goodlett Place (400 Van Ness Avenue) City and County of San Francisco GAVIN NEWSOM, MAYOR COMMISSIONERS LARRY MAZZOLA President LINDA S. CRAYTON Vice President CARYL ITO ELEANOR JOHNS RICH GUGGENHIME JOHN L. MARTIN Airport Director SAN FRANCISCO INTERNATIONAL AIRPORT SAN FRANCISCO, CALIFORNIA 94128
Minutes of the Airport Commission Meeting of September 7, 2010 CALENDAR AGENDA RESOLUTION SECTION ITEM TITLE NUMBER PAGE A. CALL TO ORDER: 4 B. ROLL CALL: 4 C. ADOPTION OF MINUTES: Regular meeting of August 17, 2010 10-0285 4 D. ITEMS INITIATED BY COMMISSIONERS: 4 E. ITEMS RELATING TO ADMINISTRATION, OPERATIONS & MAINTENANCE: 1. Award Contract 8782 - South McDonnell Road Reconstruction - Gallagher & Burk, Inc. 10-0286 4-5 2. Award International Terminal Museum/Gallery Store Lease - S.F. Museum of Modern Art 10-0287 5 3. Amendment No. 1 to Domestic Terminal Food and Beverage Leases for Closure of Terminal 1 Food Court Locations: No. 03-0178 with Lori s Diner International, Inc. 10-0288 No. 03-0179 with Andale Airports; 10-0289 No. 03-0181 with Meyers Holding, LLC; 10-0296 No. 03-0188 with H. Young Enterprises, Inc. 10-0297 5-6 F. CONSENT CALENDAR OF ROUTINE ADMINISTRATIVE MATTERS: 4. Modification No. 1 - Professional Service Contract 8987 with Jacobs Consultancy, Inc. - Increase Amount and to Assign All Airport Contracts with Jacobs Consultancy, Inc. to LeighFisher, Inc. 10-0290 7 5. Commence Competitive Selection Process - Terminal 2 Specialty Store Lease 10-0291 7 6. Exercise Last of Five One-Year Options to Smarte Carte, Inc. s Luggage Cart Program Lease and Operating Agreement No. 01-0343 10-0292 7-8 7. Exercise First of Two One-Year Options - Security Checkpoint Mail Service Lease No. 07-0249 with Airport Mailers, Inc 10-0293 8 8. Amendment No. 3 to Airport Advertising Lease No. 00-0408 with Clear Channel Outdoor, Inc. 10-0294 8 Minutes, September 7, 2010, Page 2
9. Reimbursement to Sprint Nextel for Costs Incurred In Relocating its Equipment in Terminal 2 10-0295 8 G. NEW BUSINESS: 8 H. CORRESPONDENCE: 8 I. CLOSED SESSION: Potential Litigation 9 J. ADJOURNMENT: 9 Minutes, September 7, 2010, Page 3
A. CALL TO ORDER: AIRPORT COMMISSION MEETING MINUTES September 7, 2010 The regular meeting of the Airport Commission was called to order at 9:02 AM in Room 400, City Hall, San Francisco, CA. B. ROLL CALL: Present: Absent: Hon. Larry Mazzola, President Hon. Caryl Ito Hon. Eleanor Johns Hon. Rich Guggenhime Hon. Linda S. Crayton, Vice President C. ADOPTION OF MINUTES: The minutes of the regular meeting of August 17, 2010 were adopted unanimously. No. 10-0285 D. ITEMS INITIATED BY COMMISSIONERS: There were no items initiated by Commissioners. E. ITEMS RELATING TO ADMINISTRATION, OPERATIONS & MAINTENANCE: Item No. 1 was moved by Commissioner Mazzola and seconded by Commissioner Guggenhime. The vote to approve was unanimous. 1. Award Contract 8782 - South McDonnell Road Reconstruction - Gallagher & Burk, Inc. - $1,672,900 No. 10-0286 Resolution awarding Contract No. 8782, South McDonnell Road Reconstruction, to the lowest responsive, responsible bidder, Gallagher & Burk, Inc. in the amount of $1,672,900. Mr. Jackson Wong, Chief Operating Officer and Acting Deputy Director, Facilities Minutes, September 7, 2010, Page 4
said this item awards Contract No. 8782, South McDonnell Road Reconstruction to the lowest, responsive, responsible bidder, Gallagher & Burk, Inc. in the amount of $1,672,900. This project will resurface So. McDonnell Road, realign traffic lanes, provide bicycle lanes, and upgrade utility systems. Four bids were received on July 22, 2010. The second and third lowest bidders filed protests and Airport staff has determined these protests to be without merit. The LBE goal for this contract is 10%. Gallagher & Burk has committed to 28% LBE participation.. Item No. 2 was moved by Commissioner Johns and seconded by Commissioner Ito. The vote to approve was unanimous. 2. Award of the International Terminal Museum/Gallery Store Lease - San Francisco Museum of Modern Art - MAG: $125,000 No. 10-0287 Resolution awarding the International Terminal Museum/Gallery Store Lease to San Francisco Museum of Modern Art, for a Minimum Annual Guarantee of $125,000 for the first lease year and a ten-year term. Mr. Leo Fermin, Deputy Director Business and Finance said we are requesting award of a lease to the San Francisco Museum of Modern Art for the Museum Store in the International Terminal. The current lease expires on January 21, 2011. The main difference between the current and the new leases are in the term and the minimum annual guarantee. The current lease is for five years plus a five year option; the new lease is for 10-years. The current MAG of $175,000 has been reduced to $125,000 in the new lease. Mr. Fermin added that they submitted the only proposal. We did an extensive outreach, contacting all the various museums in the Bay Area and the region as well as some private companies that operate museum concepts. We had individual conversations with the San Francisco Academy of Sciences and other museums. Unfortunately, SFMOMA submitted the only proposal. Commissioner Johns asked if they will maintain the same square footage. Mr. Fermin replied, that they will. Item No. 3 was moved by Commissioner Guggenhime and seconded by Commissioner Ito. The vote to approve was unanimous. 3. Amendment No. 1 to Domestic Terminal Food and Beverage Lease No. 03-0178 with Lori s Diner International, Inc. No. 03-0179 with Andale Airports; No. 03-0181 with Meyers Holding, LLC; and No. 03-0188 with H. Young Enterprises, Inc. for Closure of its Terminal 1 Food Court Locations No. 10-0288 Resolutions approving Amendment No. 1 which (1) No. 10-0289 decreases lease premises, (2) reduces Minimum Minutes, September 7, 2010, Page 5
No. 10-0296 No. 10-0297 Annual Guarantees (MAG) for the current lease year, (3) eliminates Terminal 1 Infrastructure & Food Court Fees, (4) approves using an initial MAG reflecting the decreased space when calculating future annual MAG Adjustments, (5) decreases the Promotional Charge, and (6) approves using an initial Promotional Charge reflecting the decrease space when calculating future Promotional Charge Adjustments to Domestic Terminal Food and Beverage Lease No. 03-0178 with Lori s Diner International, Inc.; No. 03-0179 with Andale Airports; No. 03-0181 with Meyers Holding, LLC; and No. 03-0188 with H. Young Enterprises, Inc. for the closure of Terminal 1 Food Court locations. Mr. Fermin said that overall our food and beverage program is doing very well, with the highest sales per enplaned passenger in the country. However, all of the sales growth is occurring post-security, not pre-security. The Boarding Areas B and C security screening checkpoints have adversely impacted the food courts adjacent to them. With increased passenger traffic the situation has worsened for those tenants since passengers now go through the security line immediately and bypass the food courts. Over the last three years, enplanements in Terminal 1 have increase by 25.4% but the pre-security food courts sales have declined by 20%. In contrast, in post-security B, food and beverage sales have increased by 59.4%, and in post security C, sales have increased by 21.9%. At the pre security B food court, Andale and Lori s Diner have requested to close, however, the TGIFridays, opposite from the food court at B, will remain open. As well, the Just Desserts around the corner from TGIFridays will also remain open. At the pre security C food court, Just Desserts and Firewood will close, but Fung Lum will remain open. The closure of these facilities will provide financial relief for these operators. We recommend approval. Commissioner Johns asked what will happen to these spaces when they close. Mr. Fermin replied that he was not sure yet. We are looking at the space for a variety of other potential uses, one of which may be for expansion of the security queuing areas. Commissioner Johns asked about the changes to the post-security locations. Mr. Fermin replied that the leases usually have two locations. When the presecurity locations are closed down, the leases will be amended to reduce the overall square footage under the lease, and the MAG will be adjusted. Commissioner Johns asked if anything else changes. Mr. Fermin responded that the MAG has been reduced but since the tenants are paying percentage rent it almost doesn t make a difference. Minutes, September 7, 2010, Page 6
F. CONSENT CALENDAR OF ROUTINE ADMINISTRATIVE MATTERS: The Consent Calendar, Item Nos. 4 through 9, was moved by Commissioner Johns and seconded by Commissioner Ito. The vote to approve was unanimous. 4. Modification No. 1 to Professional Services Contract No. 8987 with Jacobs Consultancy, Inc. to Increase the Total Not-to-Exceed Three-Year Contract Amount by $205,000 from $1,655,000 to $1,860,000 and to Assign All Airport Contracts with Jacobs Consultancy, Inc. to LeighFisher, Inc. No. 10-0290 Resolution approving Modification No. 1 to Professional Services Contract 8987 with Jacobs Consultancy, Inc. to increase the not-to-exceed three-year contract amount by $205,000 for strategic planning from a total amount for all services of $1,655,000 to $1,860,000, and assign all Airport contracts with Jacobs Consultancy, Inc. to LeighFisher, Inc. Commissioner Johns asked for a breakdown of the $205,000. Mr. Fermin replied that $81,000 will provide the rest of the funding needed for the five year strategic plan, and about $130,000 will be for the leadership development component of the Reaching for #1 initiative. 5. Authorization to Commence Competitive Selection Process - Terminal 2 Specialty Store Lease No. 10-0291 Resolution approves revised minimum qualification requirements and lease specifications, which includes a Minimum Acceptable Proposal Amount of $135,000 and a seven-year term, and authorizes staff to commence the competitive selection process for the Terminal 2 Specialty Store Lease. 6. Exercise the Final of Five One-Year Options to the Smarte Carte, Inc. s Luggage Cart Program Lease and Operating Agreement No. 01-0343 No. 10-0292 Resolution exercising the final of five one-year options to extend the term for Smarte Carte, Inc. s Luggage Cart Program Lease and Operating Agreement No. 01-0343, for an extension term of April 1, 2011 through March 31, 2012, and directing the Commission Secretary to seek Board of Supervisor approval for the same. Commissioner Johns noted that at one point we talked about advertising on carts as a source of revenue. Minutes, September 7, 2010, Page 7
Mr. Fermin replied that we did not move ahead with that idea. Perhaps that idea will be resurrected in the future. 7. Exercise the First of Two One-Year Options Under the Security Checkpoint Mail Service Lease No. 07-0249 with Airport Mailers, Inc. No. 10-0293 Resolution exercising the first of two one-year options under Airport Mailers, Inc. s Security Checkpoint Mail Service Lease No. 07-0249, for an option term of March 3, 2011 through March 2, 2012, under the existing terms and conditions. 8. Amendment No. 3 to Airport Advertising Lease No. 00-0408 with Clear Channel Outdoor, Inc. No. 10-0294 Resolution approving inclusion of additional rent for jet bridge advertising, scheduled at $230 per month for each interior and $1,050 per month for each exterior jet bridge advertising sold, in Amendment No. 3 of Airport Advertising Program Lease No. 00-0408 with Clear Channel Outdoor, Inc. 9. Reimbursement to Sprint Nextel in the amount of $65,776.50 for Costs Incurred in Relocating its Equipment in Terminal 2 No. 10-0295 Resolution approving reimbursement of $65,776.50 to Sprint Nextel for costs incurred in relocating its equipment in Terminal 2, at the Airport s request, to be made in the form of a rent credit. G. NEW BUSINESS: 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 three (3) 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 from the public to speak. H. CORRESPONDENCE: There was no discussion by the Commission. Minutes, September 7, 2010, Page 8
I. CLOSED SESSION: The Airport Commission did not go into closed session. Discussion and vote pursuant to Brown Act Section 54957.1 and Sunshine Ordinance Section 67.11 on whether to conduct a Closed Session. The Airport Commission will go into closed session in accordance with Government Code Section 54956.9(b) to confer with legal counsel regarding potential litigation. Discussion and vote pursuant to Brown Act Section 54957.1 and Sunshine Ordinance Section 67.12 on whether to disclose action taken or discussions held in Closed Session. J. ADJOURNMENT: There being no further calendared business before the Commission the meeting adjourned at 9:12 AM. Jean Caramatti Commission Secretary Minutes, September 7, 2010, Page 9