RFP___Lease_-_Private_Terminal_Ground_Lease__final_.pdf

Request For Proposals Private Terminal Ground Lease

City and County of San Francisco Daniel Lurie, Mayor

Airport Commission Malcolm Yeung, President Susan Leal, Vice President Jose F. Almanza Mark Buell Nancy Tung

Mike Nakornkhet, Airport Director May 20, 2026

Request for Proposals Private Terminal Ground Lease Distributed May 2026

SCHEDULE

All times are San Francisco Time

ACTIVITY DATE / TIME / LOCATION

Informational Conference: Thursday, June 18, 2026

10:00 a.m. (PT) Terminal 3 Connector, Departures Level, Pre- Security Conference Room Renemu, Room #T2.2.003 San Francisco International Airport

Deadline for submission of questions or requests for clarification:

Thursday, July 2, 2026 2:00 p.m. (PT)

Request for Proposals Web Portal Open for Submittals at:

http://www.flysfo.com/business-at-sfo/current-opportunities

Wednesday, September 30, 2026

Submittal Deadline:

Proposal Submittal Location:

Wednesday, October 7, 2026

San Francisco International Airport Request for Proposals Web Portal

Proposal Bond Submittal Location:

Revenue Development and Management 300 Upper Domestic Loop, Room number T2-2-039 (Terminal 3 Connector, Departures Level, Pre- Security) San Francisco International Airport San Francisco, CA 94128*

Attn: Kevin Bumen Chief Commercial Officer

*Please note - the United States Postal Service (USPS) does not deliver to this address. Use an alternative delivery service or method.

Estimated Concession Award Date:

To be determined based on proposer obtaining all CEQA approvals for the Initial Improvements.

This schedule is subject to change at the sole discretion of the Airport.

https://protect.checkpoint.com/v2/r01/___http:/www.flysfo.com/business-at-sfo/current-opportunities___.YXAzOnNmZHQyOmM6bzpmN2IwNmQyNzBiODE0NzM4MDM2ODRmOWVlODQwMGM3Zjo3OmU4OWY6MzliYThkNjUyMjM3ZjI4YmFmNDc5NjE5MTI2Y2FlMDIyZmM4ODI2MDAzMGE2NmFkZDNhNGUzM2I4ZGYyYmI5NDpwOkY6Tg https://protect.checkpoint.com/v2/r01/___http:/www.flysfo.com/business-at-sfo/current-opportunities___.YXAzOnNmZHQyOmM6bzpmN2IwNmQyNzBiODE0NzM4MDM2ODRmOWVlODQwMGM3Zjo3OmU4OWY6MzliYThkNjUyMjM3ZjI4YmFmNDc5NjE5MTI2Y2FlMDIyZmM4ODI2MDAzMGE2NmFkZDNhNGUzM2I4ZGYyYmI5NDpwOkY6Tg

TABLE OF CONTENTS

PART I – CONCESSION OPPORTUNITY

1. Introduction

2. Background on Concession Opportunity

3. Description of the Lease

4. Summary of Lease Terms

5. Premises (Drawings are included in Part IX – Lease)

6. Airport Concession Disadvantaged Business Enterprise Program

7. Limitation of Total Airport Leases

PART II – INSTRUCTIONS TO PROPOSERS

1. Informational Conference

2. Deadline for Questions/Clarifications Concerning the RFP

3. Time and Place for Submission of Proposals

4. Restricted Communications Prior to Lease Award

PART III – SUBMISSION REQUIREMENTS

1. Proposal Format

2. Proposal Contents (Please Read Carefully)

PART IV – EVALUATION AND AWARD PROCESS

1. Proposal Evaluation Process

2. Oral Interview

3. Lease Award

4. Protest of Non-Responsiveness or Non-responsibility Determination

5. Protest of Award

6. Delivery of Protests

PART V – RFP GENERAL INFORMATION

1. Internet Access and Paper Copies of RFP Documents

2. Errors and Omission in RFP

3. Objections to RFP Terms

4. Modifications to RFP

5. Term and Warranty of Proposal

6. Revision of Proposal

7. Errors and Omissions in Proposal

8. Financial Responsibility for Cost of Proposal

9. Unacceptable Proposals

10. Reservations of Rights by the Airport Commission

11. No Waiver

12. Sunshine Ordinance

PART VI – Airport Lease Requirements

1. Standard Lease Provisions

2. Conflicts of Interest

3. Proposer’s Obligations Under Campaign Reform Ordinance

4. Title VI Solicitation Notice

5. Federal Nondiscrimination Regulations

6. Nondiscrimination in Contracts and Benefits

7. First Source Hiring Program (FSHP)

8. Minimum Compensation Ordinance (MCO)

9. Health Care Accountability Ordinance (HCAO)

10. Labor Peace/Card Check Rule

11. Labor Harmony

12. Local Hiring Policy

13. Commuter Benefits Program

14. Food Service Waste Reduction Ordinance

15. Worker Retention Policy

16. Green Building Requirements

17. Plastic Beverage Container Restrictions

PART VII – Submittal Forms Proposal Checklist Submittal A - Statement of Minimum Qualifications Submittal B - Statement of Ability to Comply with Governmental Requirements and

Policy on Restricted Communications Prior to Contract Award Submittal C - Evaluation Criteria Submittal D - Financial Pro Forma Submittal E - Proposal Surety Bond and Letter of Credit Form Submittal F - Statement of Commitment to Labor Harmony and Labor Peace Card

Check Rule /

PART VIII – ADDITIONAL FORMS; FOR SUCCESSFUL PROPOSER ONLY

PART IX – LEASE

Appendix A – Glossary of Terms Appendix B – General Information Appendix C – Historical Passenger Traffic

PART I – CONCESSION OPPORTUNITY

Please note that the terms of this Concession Opportunity, including the provisions relating to rent, lease term, deposit, insurance, and operational and merchandise requirements, are described in more detail in the Lease included as Part IX – Lease.

1. Introduction

This Request for Proposals (this “RFP”) and the Informational Conference are intended to inform interested parties about the competitive selection process for this Concession Opportunity at the San Francisco International Airport (“SFO” or the “Airport”). It is anticipated that the selection process will take several months, culminating with the Airport Commission’s award of the Lease and subsequent approval by the San Francisco Board of Supervisors. In addition, award of the Lease will not be made by the Airport Commission until the winning proposer has obtained all necessary approvals under the California Environmental Quality Act (as amended, “CEQA”).

Definitions of keys terms used in this RFP are detailed in Appendix A.

2. Background on Concession Opportunity

The Airport continually seeks to provide world class facilities and concessions which maximize service for its guests. To the extent possible, food and beverage and retail offerings, and services should reflect the unique offerings and flavors of the San Francisco Bay Area. To accomplish its goals, the Airport seeks a tenant to construct, operate and maintain a Private Terminal, offering departing and arriving guests, and optionally airline crew, a private, luxurious, bespoke and expedited experience away from SFO’s public terminals for dwelling before commercial flights, security screening, delivery to the aircraft for domestic and international flights, and the reverse journey upon arrival, including Customs and Border Patrol screening for international arrivals. The Private Terminal will provide private rooms for guests and may include a salon for multiple guests in unrelated parties.

The premises is located on N. Access Road, immediately adjacent to the Airport’s only fixed base operation – Signature Flight Support, and is shown in the attached Lease. It is accessed from just off of Highway 101, North Access Road exit.

3. Description of the Lease

In participating in this selection process, each Proposer will be seeking to operate a concession at the Airport pursuant to the Lease (see Part IX). The Lease describes the business and operational requirements of this Concession Opportunity, including the premises, rent, lease term, deposit, insurance requirements, nondiscrimination requirements, and other important provisions.

The Airport Commission strongly encourages each Proposer to review the Lease carefully. The Airport Commission reserves the right to revise the form of the Lease prior to its execution to (a) reflect the Concession Opportunity developed pursuant to this RFP, (b) incorporate any City requirements adopted or deemed applicable after the initial drafting of the RFP and Lease, and (c) incorporate any other non-material provisions desired by the Airport Commission.

4. Summary of Lease Terms

a. Term. The base term for the Lease is approximately fourteen (14) years, plus a period of up to three hundred sixty five (365) days for construction of the private terminal and installation of all furnishings, fixtures and equipment necessary to operate the Permitted Use in the Premises. The Airport Commission will have one (1) option(s) to extend the term by two (2) year(s), exercisable at its sole and absolute discretion.

b. Permitted Use. Construct, provide technology for, operate and maintain a Private

Terminal, as more particularly described on Exhibit B of the Lease. The successful Proposer shall operate the Premises in strict conformity with the Permitted Use requirements of the Lease.

c. Rent. For each year of the Lease, the base rent is the greater of the Minimum

Annual Guarantee (“MAG”) or the sum of the percentage rent structured as follows:

5% of Gross Revenues achieved up to and including $15,000,000.00; plus

7% of Gross Revenues achieved over $15,000,000.00.

The MAG for the first year of the Lease will be $1,500,000.00. The MAG is adjusted annually pursuant to Section 4 of the Lease.

Additional rent includes utilities and taxes.

d. Lease Deposit Amount. Seven Hundred Fifty Thousand Dollars ($750,000.00), subject to adjustment pursuant to the terms of the Lease. During the life of the Lease, the successful Proposer is required to maintain a deposit equal to MAG, as adjusted pursuant to the Lease.

e. Minimum Investment Amount. An amount sufficient to construct the terminal and install all furnishings, fixtures and equipment necessary to operate the Permitted Use while meeting the requirements of the Airport’s Design Review Committee and the Tenant Design Guidelines. The Minimum Investment Amount shall also include all amounts necessary for the winning Proposer to file for and obtain all necessary CEQA approvals for the project.

Proposers must pursue their own professional advice on the cost of construction in the San Francisco area for such projects and, in particular, those located within an airport environment. The design must comply with the San Francisco International Airport Tenant Guidelines and be approved by the Building Inspection and Code Enforcement and the Airport Design Review Committee.

5. Premises (Drawings are included in Part IX – Lease)

A 75,023 square foot parcel located on North Access Road with the security fence and a 13,415 square foot parcel located on N. Access Road immediately across the street and outside of the security fence, presently undeveloped plots sometimes used for aircraft parking within the security fence and construction laydown materials on the unsecured side of the premises.

6. Small Business Enterprise Concession (SBEC) Program

The Airport Commission is committed to the participation of small businesses as primes, joint ventures, and/or sublessees in its concessions at the Airport, including this Concession Opportunity. The Airport has established an ACDBE program in accordance with regulations of the U.S. Department of Transportation (DOT), 49 CFR Part 23. The ACDBE Program includes a Small Business Element that provides concession opportunities for small businesses. The Airport is complying with DOT’s Interim Final Rule, 90 Fed. Reg. 47969 (Oct. 3, 2025), in administration of its ACDBE program.

The Airport’s ACDBE Program is administered solely through its Small Business Enterprise Concession (SBEC) Program, which was established to offer certification and concession opportunities for small businesses. The SBEC Program is overseen by the Airport’s Social Impact Office, which connects local and small businesses to resources and contract opportunities at SFO, supporting the social and economic well-being of the Airport’s business partners.

Under the SBEC Program, firms may apply for certification such as Tier 1, Tier 2, or both tiers, depending on their eligibility and the opportunity’s requirements. To apply for Tier 1 or Tier 2 SBEC certification, firms must submit an SBEC Certification Form with required attachments to the SFO Social Impact Office at least 15 calendar days before the Submittal Deadline. The form can be obtained by contacting the Social Impact Office at the contact information below.

Definitions:

A Tier 1 or Tier 2 SBEC is a for-profit small business concern that meets the following criteria: the owners of at least 51% of the firm must not have a personal net worth exceeding $2.047 million (excluding equity in a primary residence, equity in the applicant firm, and retirement accounts); and the firm's annual gross receipts, including affiliates, averaged over the last five (5) years—or over the length of time the firm has been in business if less than five years—must not exceed the applicable threshold:

Tier 1 SBEC: $7.5 million Tier 2 SBEC: $56.42 million

Additional information is available through the Airport’s Social Impact Office:

Phone: (650) 821-5021 Email: smallbusiness@flysfo.com Website: https://www.flysfo.com/business/small-business-development.

7. Limitation of Total Airport Leases

On October 17, 2023, by Resolution No. 23-0055, the Airport Commission adopted its current “Limit of 10 Leases Policy.” The Limit of 10 Leases Policy which limits to eight the total number of food and beverage and/or retail leases for which operations have commenced that may be held by any individual or entity either through award, transfer, assignment, sublease or other means. For purposes of the Limit of 10Leases Policy, an individual or entity shall mean an owner with greater than 50% direct or indirect ownership interest in the lease. Leases featuring nationally or internally branded retail concepts and leases in holdover status shall not be counted toward the eight leases limit. The Airport may disqualify any proposer and reject the proposal as unacceptable if it anticipates the award of a Lease to such proposer will violate this Limit of 10 Leases Policy, as further set forth in Part V, Section 9.

PART II – INSTRUCTIONS TO PROPOSERS

1. Informational Conference

Proposers are encouraged to attend the Informational Conference where questions regarding this RFP will be addressed, and any new information will be provided.

The Informational Conference will be held at the date, time and location specified on the Schedule.

The Airport will keep a record of all parties who attend the Informational Conference, which information may be posted or made publicly available.

Questions raised at the Informational Conference may be answered orally, provided, however, that any oral response will not alter the specifications, terms or conditions of the RFP. Substantive questions and requests for clarification must be submitted in writing as specified in Part II.2 below.

Tours of the Premises may be offered immediately following the Informational Conference. All people needing special accommodation to participate in the tour should contact the individual designated in Part II.2 below no later than five days prior to the Informational Conference.

The informational conference is in Conference Room Renemu, Room No. T2.2.003, located between Terminal 2 and Terminal 3, on the departures level, pre-security.

2. Deadline for Questions/Clarifications Concerning the RFP Any questions, requests for clarification of the RFP or any other communications must be submitted via electronic submittal through the Questions and Comments web portal at http://www.flysfo.com/business-at-sfo/current-opportunities by the deadline specified on the Schedule. The Airport will not accept questions and comments submitted in any other form. Any substantive replies will be issued through a Questions and Answers addendum to this RFP posted on-line at the above-mentioned link.

https://protect.checkpoint.com/v2/r01/___http:/www.flysfo.com/business-at-sfo/current-opportunities___.YXAzOnNmZHQyOmM6bzpmN2IwNmQyNzBiODE0NzM4MDM2ODRmOWVlODQwMGM3Zjo3OmU4OWY6MzliYThkNjUyMjM3ZjI4YmFmNDc5NjE5MTI2Y2FlMDIyZmM4ODI2MDAzMGE2NmFkZDNhNGUzM2I4ZGYyYmI5NDpwOkY6Tg

No questions or requests for clarification will be accepted after the deadline specified on the Schedule. The single point of contact for this RFP opportunity is:

Mr. Sam El Gord Principal Property Manager Email: sam.elgord@flysfo.com Phone: (650) 821-4500 Mail: Revenue Development and Management

300 Upper Domestic Loop, Room number T2-2-039 (Terminal 3 Connector, Departures Level, Pre-Security)*

*Please note - the United States Postal Service (USPS) does not deliver to this address. Use an alternative delivery service or method.

3. Time and Place for Submission of Proposals

In order to qualify for this RFP, a Proposer must submit an electronic Proposal and an original Proposal Bond at the locations specified and prior to the deadlines set forth in subsections (a) and (b) below.

(a) Electronic Proposal. Proposals must be received through the Airport’s Request for Proposals Web Portal (RFP Web Portal) prior to the Submittal Deadline specified on the Schedule. The Airport will only accept Proposals that have been submitted through the RFP Web Portal. The Airport will not accept Proposals submitted by other means, including by hand, delivery service, mail, fax or email.

The RFP Web Portal will open on the date and time specified on the Schedule and will close on the Submittal Deadline specified on the Schedule. Proposers are strongly encouraged to submit Proposals well in advance of the scheduled closing of the RFP Web Portal.

(b) Original Proposal Bond. An original Proposal Bond in the Amount of Two Hundred Fifty Thousand Dollars ($250,000.00) must be received at the Proposal Bond Submittal Location specified on the Schedule prior to the Submittal Deadline specified on the Schedule. The Airport will not accept Proposal Bonds submitted by fax or email or through the RFP Web Portal. The outside of the envelope containing the Proposal Bond should identify the Proposer and be labeled as “Private Terminal Ground Lease”.

With the exception of the original Proposal Bond, no materials will be returned.

If the Proposal Bond is not an original, the Proposal will be rejected. If a Proposer submits a timely Proposal and a late Proposal Bond, the Proposal will be rejected.

4. Restricted Communications Prior to Lease Award

From the date this RFP is issued until the date the competitive process for this RFP is completed either by cancelation of the RFP or by final action of the Airport Commission, Proposers and potential Proposers, and/or their representatives or interested parties, shall communicate with the Airport only as instructed in Part II.2 of this RFP.

Any attempt to communicate with or solicit any person involved in the evaluation, selection, award or approval process, except as instructed in this RFP, is prohibited.

The persons with whom communication is prohibited includes, but is not limited to, any City and County of San Francisco elected official, member of the Airport Commission, City or Airport Commission personnel (except as instructed in this RFP), or any selection panel member. Failure to comply with the communications protocol of this RFP shall, at the sole discretion of Airport, result in the disqualification of the Proposer or potential Proposer from the competitive process.

Prohibited communications made on behalf of a Proposer or potential Proposer shall be imputed to the Proposer. The above restriction does not apply to communications with the City regarding business not related to this RFP.

PART III – SUBMISSION REQUIREMENTS

1. Proposal Format The Proposal should be prepared (without variance) in the format described below.

All files must be submitted in Portable Document Format (.pdf). No individual file can exceed two (2) Gigabytes (GB). Please follow the directions found at the Airport’s RFP Web Portal for further details. One video of no longer than ninety (90) seconds may be included but is not required. If a video is submitted, it must be in Movie Picture Expert Group Layer 4 (.mp4) format.

Electronic files should be loaded as separate files for each document comprising the Proposal, not one long file.

Do not add any pictures, narrative or information other than what is requested.

2. Proposal Content (Please Read Carefully) In order for your Proposal to be deemed responsive to this RFP, it must be complete, accurate, and contain all of the information requested below. Omission, inaccuracy, misstatement or failure to submit any or all of the items required by this RFP may be cause for rejection of the Proposal.

REQUIRED PROPOSAL CONTENT:

File 1: Cover Letter

Each Proposer must submit a letter of introduction and executive summary of the Proposal. The letter must be signed by a person authorized by the proposing firm to obligate the firm to perform the commitments contained in the Proposal. Submission of the letter will constitute a representation by the Proposer that the Proposer is willing and able to perform the commitments contained in the Proposal.

File 2: Table of Contents

File 3: Statement of Minimum Qualifications (use Submittal A attached)

The Statement of Minimum Qualifications is required to establish that the Proposer is responsible and meets the Minimum Qualifications of this RFP as set forth below. The Statement of Minimum Qualifications must be accompanied by the supporting documentation specified in the attached Submittal A, including three (3) reference letters.

The Minimum Qualifications for this Concession Opportunity are:

a. Proposer must have a minimum of two (2) years within the past five (5) years

(“qualifying years”) in the ownership or management of a Private Terminal which includes a Transportation Security Administration (“TSA”) and Customs and Border Patrol (“CBP”) screening process (collectively, “qualifying business”).

b. Proposer may be newly formed entities (e.g., limited liability companies, joint ventures, corporations) provided that a majority of the shareholders, members or partners of the legal entity that is the Proposer satisfies the minimum qualification requirements. For example, if the newly formed entity is:

i. a limited liability company comprised of two members, owning 51% and 49% respectively, the entity will be deemed qualified if the 51% member satisfies the minimum qualification requirements; or

ii. a limited liability company comprised of three members, owning 40%, 35%, and 25% respectively, the company will be deemed qualified if two of the three members each satisfy the minimum qualification requirements; or

iii. owned 50/50, then each principal must satisfy the minimum qualification requirements.

The Airport must be satisfied that the party(ies) satisfying the minimum qualification requirements will be in control of the proposing entity. Newly formed entities cannot meet this RFP’s minimum qualifications through a sublease agreement.

c. Proposer’s qualifying business must have achieved minimum gross sales of at least Fifteen Million Dollars ($15,000,000.00) per qualifying year from the operation of a Private Terminal.

For purposes of determining whether a Proposer has the desired business experience, Airport Commission staff will consider (a) the nature of the Proposer’s management experience, which is managing the operation of a qualifying business on a full-time basis (i.e. at least 40 hours a week), or (b) the nature of the Proposer’s ownership of a qualifying business, the level of control enjoyed by the Proposer, and whether the Proposer’s ownership interest is active (such as managing general partner) or passive (such as limited partner).

File 4: Statement of Ability to Comply with Governmental Requirements and

Policy on Restricted Communications Prior to Contract Award (use Submittal B attached) The successful Proposer will be required to enter into the Lease, which sets forth standard terms and conditions of the Airport Commission, including those required by applicable local, state, and federal law. Many of the codes referenced herein, including the San Francisco Charter and the San Francisco Administrative Code, are available online at http://www.municode.com.

As part of its Proposal, each Proposer must submit an executed Statement of Ability to Comply with Governmental Requirements and Policy on Restricted Communications Prior to Contract Award demonstrating that it

(i) has reviewed and understands the San Francisco ordinances and other governmental provisions referenced in this RFP and the Lease and that there is nothing impeding its ability to comply with such requirements https://protect.checkpoint.com/v2/r01/___http:/www.municode.com___.YXAzOnNmZHQyOmM6bzpmN2IwNmQyNzBiODE0NzM4MDM2ODRmOWVlODQwMGM3Zjo3OjRhNmU6ODVjOWE3NGQ0Y2M5Y2Y4MmMxMGM2ZTM4NjJhOTZlMmQyOThmZjZkMzI5ZmU3NTI1ZDk0ZWZjMTNiZTQzNjU0MDpwOkY6Tg should it be awarded the Lease and (ii) has read, understands and agrees to fully comply at all times with the Policy on Restricted Communications Prior to Award, which prohibits communications with any person involved in the evaluation, selection, award or approval process (except as expressly instructed in this RFP), as the policy is more fully set forth in Part II, Section 4 of this RFP.

File 5: Proposal Description (use Submittal C attached)

Proposer must provide information responsive to the Evaluation Criteria set forth in Submittal C, detailing Proposer’s concept, design intention, amount and source of capital investment funds, and customer service and quality control. This section shall be no greater than 60 pages.

File 6: Financial Pro Forma (use Submittal D attached) The Financial Pro Forma must be completed and submitted utilizing the format presented in Submittal D showing five years of projected sales, revenue to the Airport, expenses, and net income. The Financial Pro Forma should demonstrate an understanding of the proposed Lease and will be considered for its reasonableness, the viability of the proposed operation and financial offer, and the ability to fund continuing operations from the cash flow generated by the operation.

File 7: Proposal Bond (use Submittal E attached)

Proposer must submit a Proposal Bond in the Amount of Two Hundred Fifty Thousand Dollars ($250,000.00). The Proposal Bond must be an original and must be in the form of a Surety Bond or a Letter of Credit. Any Surety Bond or Letter of Credit submitted by Proposer must be in the form attached as Submittal E. If the Proposal Bond requirement is for less than $342,000, the Proposal Bond may also be in the form of a cashier’s check.

Proposals that do not include an original Proposal Bond in the form of a surety bond, letter of credit or, if under $342,000, a cashier’s check, will be rejected.

The Proposal Bond must be valid for a minimum of eighteen (18) months after the Submittal Deadline.

The Proposal Bond will be held to guarantee execution of the Lease. The Proposal Bond or the cash proceeds thereof will be retained by the Airport Commission as liquidated damages in the event the successful Proposer fails to execute the Lease. The Proposal Bond of an unsuccessful Proposer will be returned within a reasonable period of time following award of the Lease or rejection of the Proposal. Proposers submitting cashier’s checks must submit a “Claim For Refund Form” request form which can be found at: https://sfoconnect.com/forms-documents.

File 8: Statement of Commitment to Labor Harmony and Labor Peace Card Check Rule (use Submittal F attached) On February 7, 2023, by Resolution No. 23-0018, the Airport Commission adopted a revised Labor Peace/Card Check Rule and Model Form Card Check Agreement, incorporated into the Airport Rules and Regulations as Rule 12.1 and Appendix C, respectively. Proposer must execute and submit written acknowledgement that it has reviewed, understands and agrees to fully comply with the Labor Peace/Card Check Rule, using the form attached as Submittal F.

PART IV– EVALUATION AND AWARD PROCESS

1. Proposal Evaluation Process To participate in the RFP process, each Proposer must submit its Proposal prior to the Submittal Deadline at the Submittal Location, as specified on the Schedule.

Each Proposal will first be reviewed by staff to ensure: (1) that the Proposal is responsive to the RFP (includes all of the required submittals and reflects the Concession Opportunity); and (2) that the Proposer is responsible (meets the Minimum Qualifications defined in Part III.2, as shown through its Statement of Minimum Qualifications and supporting documentation). If a Proposal is deemed non-responsive or the Proposer is deemed non-responsible, the Proposal will be rejected and not evaluated or scored.

If the Proposal is deemed responsive and the Proposer is deemed responsible, the Proposal will then be reviewed and evaluated by an evaluation panel against the Evaluation Criteria set forth in Submittal C.

2. Oral Interview

Staff may elect to invite responsive and responsible Proposers, or a short list of the highest ranking responsive and responsible Proposers, to an oral interview. The interview will consist of standard questions asked of each of the invited Proposers.

Evaluation panelists will then have an opportunity to revise their scores before submitting a final score. The election to conduct an oral interview will be made in the sole and absolution discretion of Staff.

3. Lease Award; CEQA Approvals

Following the panel’s evaluation of the Proposals, the panel’s final scores will be calculated and the highest-ranking Proposer will be identified, but the Lease will not be presented to the Airport Commission for award until such time as the winning Proposer obtains all required approvals under CEQA for the development and construction of the Private Terminal. Upon identification of the winning Proposer, Proposer shall promptly proceed with all necessary diligence to obtain all such CEQA approvals. If the Proposer fails to obtain the necessary CEQA approvals within 18 months from the date it is identified as the winning Proposer, or the Airport determines that such Proposer is not diligently working to obtain such CEQA approvals, then Airport Staff shall have the right to reject such winning Proposal, and take any of the following actions: (i) select the next highest ranking Proposer for the concession opportunity, (ii) reject all proposals, and rescind and reissue the RFP, or proceed otherwise or (iii) determine that no project will be pursued, or award of the Lease will be made or (iv) select a tenant by other means. If Staff elects to proceed with selecting the next highest ranking Proposer, then such Proposer shall then proceed to obtain the necessary CEQA approvals in compliance with this section.

Upon the selected Proposer’s obtaining of all CEQA approvals for the Private Terminal, the panel’s final scores will be presented to the Airport Commission, which retains the authority to select the successful Proposer. Please note that certain concession leases also require approval from the San Francisco Board of

Supervisors and the Mayor, each acting in their sole discretion, and are not considered final and executed by the Airport until such approvals are obtained.

The Airport intends to award the Lease to the firm that it considers to be the highest-ranked, responsive and responsible Proposer. If the selected Proposer fails to execute the Lease within the period of time determined by Staff, the Commission, in its sole discretion, may elect to rescind the award of the Lease to the initially selected Proposer, and award the Lease to the next highest ranked Proposer, subject to obtaining all CEQA approvals. The selection of any Proposal shall not imply acceptance by the City of all terms of the Proposal, and the terms of the executed Lease shall govern the legal and operational relationship between the City and the successful Proposer.

4. Protest of Non-responsiveness or Non-responsibility Determination

Within five working days of the City's issuance of a notice of non-responsiveness and/or non-responsibility, any firm that has submitted a Proposal and believes that the City has incorrectly determined that its Proposal is non-responsive or that it is non-responsible 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.

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.

5. Protest of Award

Within five working days of the City's issuance of a notice of the results of the RFP, any responsible Proposer that has submitted a responsive Proposal and believes that the City has incorrectly selected another Proposer for award may submit one 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 results of the RFP.

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. Only one protest to the notice of the results of the RFP will be permitted, and no supplemental protests will be accepted or reviewed.

6. Delivery of Protests

All protests must be received by the due date specified above. If a protest is mailed, the protestor bears the risk of non-delivery within the deadlines. Protests should be transmitted by a means that will objectively establish the date the City received the protest. Protests must be in writing and delivered to the Submittal Location stated on the Schedule. Protests made orally (e.g., by telephone) will not be considered.

PART V – RFP GENERAL INFORMATION

1. Internet Access and Paper Copies of RFP Documents

A number of websites are referenced in this RFP and certain forms which are required from the successful Proposer are available at those websites. In an effort to be environmentally responsible, it is the City’s intent to limit paper documents where possible. If you do not have access to websites identified in this RFP, please contact the Airport’s Revenue Development and Management Office for assistance. Paper copies may be provided and, in some cases, ten cents per page may be charged.

2. Errors and Omissions in RFP

Proposers are responsible for reviewing all portions of this RFP. Proposers are to promptly notify the Airport’s Revenue Development and Management Office, in writing, if the Proposer discovers any ambiguity, discrepancy, omission, or other error in the RFP. Any such notification should be made no later than five working days prior to the Submittal Deadline.

3. Objections to RFP Terms Should a Proposer object on any ground to any provision or legal requirements set forth in this RFP, the Proposer must, not more than 10 calendar days after the RFP is issued, provide written notice to the Airport’s Revenue Development and Management Office 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 such objection.

4. Modifications to RFP

The Airport Commission may modify the RFP, prior to the Submittal Deadline, by issuing an addendum or addenda, which will be posted on-line at http://www.flysfo.com/business-at-sfo/current-opportunities. The Airport Commission will make reasonable efforts to notify Proposers in a timely manner of modifications to the RFP.

Notwithstanding this provision, the Proposer is responsible for ensuring that its Proposal reflects any and all addenda issued by the Airport Commission prior to the Submittal Deadline regardless of when the Proposal is submitted. Therefore, the Airport Commission recommends that the Proposer consult the website frequently, including shortly before the Submittal Deadline, to determine if the Proposer has downloaded all addenda.

5. Term and Warranty of Proposal

The Proposal will remain subject to the Airport Commission’s acceptance for one (1) year after the Submittal Deadline, or such later date as may be agreed upon by the parties. Submission of a Proposal signifies that the financial offer is genuine and not the result of collusion or any other anti-competitive activity. In submitting its Proposal, a Proposer agrees that (a) if the Proposal is accepted, Proposer will execute a lease substantially in the form of the Lease on or before the deadline specified by the Airport Commission; and (b) Proposer accepts all of the terms and conditions of this RFP, including the Lease. Failure to timely execute the Lease, or to furnish any and all insurance certificates and policy endorsements, deposits, or https://protect.checkpoint.com/v2/r01/___http:/www.flysfo.com/business-at-sfo/current-opportunities___.YXAzOnNmZHQyOmM6bzpmN2IwNmQyNzBiODE0NzM4MDM2ODRmOWVlODQwMGM3Zjo3OmU4OWY6MzliYThkNjUyMjM3ZjI4YmFmNDc5NjE5MTI2Y2FlMDIyZmM4ODI2MDAzMGE2NmFkZDNhNGUzM2I4ZGYyYmI5NDpwOkY6Tg other materials required in the Lease, shall be deemed an abandonment of a Proposal. In such case, the Airport Commission, in its sole discretion, may select another Proposer and may proceed against the original selectee for damages, including, without limitation, the retention of the Proposal Bond.

6. Revision of Proposal

A Proposer may revise its Proposal on the Proposer’s own initiative at any time before the Submittal Deadline. The Proposer must submit the revised Proposal in the same manner as the original. A revised Proposal must be received on or before the Submittal Deadline. In no case will a statement of intent to submit a revised Proposal, or commencement of a revision process, extend the Submittal Deadline for any Proposer. If multiple Proposals are received from the same Proposer for the same lease, the Airport will only evaluate the last one received before the Submittal Deadline. At any time during the proposal evaluation process, the Airport Commission may require a Proposer to provide oral or written clarification of its Proposal. The Airport Commission reserves the right to make an award without further clarification of Proposals received.

7. Errors and Omissions in Proposal

Failure by the Airport Commission to object to an error, omission, or deviation in the Proposal will in no way modify the RFP or excuse the Proposer from full compliance with the specifications of the RFP or the Lease.

8. Financial Responsibility for Cost of Proposal

The Airport Commission accepts no financial responsibility for any costs incurred by a Proposer in responding to this RFP. The Proposal will become the property of the Airport Commission and may be used by the Airport Commission in any way deemed appropriate.

9. Unacceptable Proposals

The Airport Commission considers any of the following causes to be sufficient for disqualification of a Proposer and rejection of a Proposal:

a. Evidence of collusion among Proposers.

b. Existence of any unresolved claims between the Proposer (or any affiliate or partner) and the Airport Commission, including any defaults (whether or not cured) under any other existing lease, permit or other agreement between Airport and Proposer.

c. Failure to meet the Minimum Qualifications.

d. Submittal by any individual or entity holding multiple retail, food and beverage leases, or any combination thereof with the Airport Commission at the time of the Submittal Deadline, which, if an award is made to such proposing individual or entity under this RFP, would result in violation of the Eight Lease Limit Policy.

e. Failure to include all documents and information required by this RFP in a Proposal.

10. Reservations of Rights by the Airport Commission The issuance of this RFP does not constitute an agreement by the Airport Commission that any contract will actually be entered into by the Airport Commission. The Airport Commission expressly reserves the right, at any time, to:

a. Waive any defect, error or informality in any response or proposal of a proposer, or of any RFP procedures or requirements;

b. Reject any or all Proposals and any time during the evaluation process for any or no reason;

c. Request a credit report and additional financial information from each Proposer;

d. Ask one or more Proposers to clarify information in a Proposal;

e. Rescind or reissue the RFP, or proceed otherwise;

f. Prior to the Submittal Deadline, modify all or any portion of the selection procedures or lease terms, 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 (provided that the Airport Commission can take any of the actions in Section 10(a) above at any time whether prior to or after the Submittal Deadline);

g. Select a tenant by other means; or

h. Determine that no project will be pursued, or award of the Lease will be made.

11. No Waiver No waiver by the Airport Commission of any provision of this RFP shall be implied from any failure by the Airport Commission to recognize or take action on account of any failure by a Proposer to observe any provision of this RFP.

12. Sunshine Ordinance In accordance with San Francisco Administrative Code Section 67.24(e), responses to RFPs shall be open to inspection immediately after the lease has been awarded by the Airport Commission, or if the award is subject to the approval of the Board of Supervisors, upon receipt of all Final City Approvals. Score sheets shall be open to inspection immediately after evaluation has been completed. 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.

PART VI – AIRPORT LEASE REQUIREMENTS

1. Standard Lease Provisions The successful Proposer will be required to enter into a lease substantially in the form of the Lease attached hereto as Part IX. The Lease contains a number of standard lease provisions required of Airport tenants by various local, state and federal laws. Some of these lease provisions are summarized below. Proposers should review the requirements of the Lease in detail prior to submitting a Proposal.

2. Conflicts of Interest The successful Proposer will be required to agree to comply fully with and be bound by the applicable state and local provisions 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 Lease. 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 10 calendar days of the City notifying the successful Proposer that the City has awarded the Lease to Proposer.

Additional information may be found on the Ethics Commission’s website at http://www.sfethics.org/.

3. Proposer’s Obligations Under the Campaign Reform Ordinance

Proposers must comply with the requirements of Section 1.126 of the S.F. Campaign and Governmental Conduct Code, which prohibits any person who contracts with, or seeks to contract with, the City and County of San Francisco for the sale or lease of any land or building to or from the City (“City Contractor”), to (a) an individual holding a City elective office if the contract must be approved by that official, the board on which that individual serves, or a state agency on whose board an appointee of that individual serves, (b) a candidate for the office held by such individual, or (c) a committee controlled by such individual or candidate, at any time from the submission of a proposal for the contract until the later of either the termination of negotiations for the contract or twelve (12) months after the date the City approves the contract. The foregoing restriction applies only if the contract or a combination or series of contracts or other contracts approved by the same individual or board in a fiscal year have a total anticipated or actual value of one hundred thousand dollars ($100,000), or more.

The prohibition on contributions also applies to any affiliate of City Contractor, which includes any member of the entity’s board of directors and any of the entity’s principal officers, including its chairperson, chief executive officer, chief financial officer, chief operating officer, any person with an ownership interest of more than 10 percent (10%) in firm, and any subcontractor listed in City Contractor’s proposal; and https://protect.checkpoint.com/v2/r01/___http:/www.sfethics.org/___.YXAzOnNmZHQyOmM6bzpmN2IwNmQyNzBiODE0NzM4MDM2ODRmOWVlODQwMGM3Zjo3OmZmODI6M2Q4NmFmYjQzYTdiZGU3ZGRhYmZmMzI5ZDI4ODk4OTU0ZDYzNDE3OTFjMDZiMGUwMmYyMTVmMDI3ZDBhNWUzODpwOkY6Tg any committee that is sponsored or controlled by City Contractor (the “Contractor Parties”). Within thirty (30) days of the submission of a proposal under this RFP, the Airport is obligated to submit to the Ethics Commission the identity of the Contractor Parties. City Contractor is required to inform each such person of the limitation on contributions imposed by Section 1.126 by the time it submits a proposal under this RFP, and to provide to City the names of the persons required to be informed as part of its proposal under this RFP.

Violation of Section 1.126 may result in the following criminal, civil, or administrative penalties. For further information on Section 1.126, Proposers should contact the San Francisco Ethics Commission at (415) 252-3100 or ethics.commission@sfgov.org.

4. Title VI Solicitation Notice

The San Francisco International Airport, in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252, 42 USC §§ 2000d to 2000d-4) and the Regulations, hereby notifies all bidders or offerors that it will affirmatively ensure that any contract entered into pursuant to this advertisement, airport concession disadvantaged business enterprises will be afforded full and fair opportunity to submit bids in response to this invitation and will not be discriminated against on the grounds of race, color, or national origin in consideration for an award.

5. Federal Nondiscrimination Regulations The successful Proposer will be subject to the requirements of the U.S. Department of Transportation’s regulations, 49 CFR Part 23. The successful Proposer will agree that it will not discriminate against any business owner because of the owner’s race, color, national origin, or gender in connection with the award or performance of any concession agreement, management contract, or subcontract, purchase or lease agreement, or other agreement covered by 49 CFR Part 23. The successful Proposer will agree to include the above statements in any subsequent concession agreement or contracts covered by 49 CFR Part 23 that it enters and cause those businesses to similarly include the statements in further agreements.

The successful Proposer will agree to comply with pertinent statutes, Executive Orders and such rules as are promulgated to ensure that no person shall, on the grounds of race, creed, color, national origin, sex, age, or disability be excluded from participating in any activity conducted with or benefiting from Federal assistance. If the successful Proposer transfers its obligation to another, the transferee will be obligated in the same manner as the successful Proposer. This provision obligates the successful Proposer for the period during which the property is owned, used or possessed by the successful Proposer and the Airport remains obligated to the Federal Aviation Administration. This provision is in addition to that required by Title VI of the Civil Rights Act of 1964.

6. Nondiscrimination in Contracts and Benefits by the provisions of Article 131 of the San Francisco Labor and Employment Code.

Generally, Article 131 prohibits the City and County of San Francisco from entering into contracts or leases with any entity that discriminates in the provision of benefits mailto:ethics.commission@sfgov.org between employees with domestic partners and employees with spouses, and/or between the domestic partners and spouses of employees. Additional information on Article is available on the Contract Monitoring Division (CMD) website at:

https://www.sf.gov/equal-benefits-programor by calling (415) 581-2310.

7. First Source Hiring Program (FSHP) Pursuant to Chapter 83 of the San Francisco Administrative Code, the successful Proposer must agree to participate in the City's First Source Hiring Program. Within five business days of the Airport Commission approving the award of the Lease, Proposer shall submit to the Airport Commission Office of Employment and Community Partnerships, (a) a completed and signed First Source Hiring Agreement and (b) Employer Projection of Entry-Level Job Openings form (Form FSH 01).