1. Informational Conference June 22, 2015 10:00 a.m. Banking Center and ATM Lease Request for Bids Process

2. Martin E. Farfan Assistant Property Manager Revenue Development and Management Martin.Farfan@flysfo.com Tel. (650) 821-4513; Fax (650) 821-4519  Mailing AddressPhysical Address  PO Box 8097575 N. McDonnell Road  San Francisco, CA 941283 rd Floor, Suite 3-329 San Francisco, CA 94128

3.  Overview of Updated Competitive Process/Schedule  Minimum Qualifications  Key Business Terms  Selection Criteria  Premises and Permitted Use Changes  Brief Overview of City Ordinances  Questions/Comments

4.  SFO is owned and operated by the City & County of San Francisco and is under the jurisdiction of the Airport Commission.  Airport Commission, which consists of 5 members appointed by the Mayor, operates the airport as a separate enterprise department of the City.

5. Why the Competitive Process? The San Francisco Airport Commission is required by the City and County of San Francisco, under the San Francisco Administrative Code, to: ◦ Conduct a competitive process and; ◦ Award its contracts to the most responsible and responsive bidder. Wherein a concessionaire is given an exclusive right to occupy space at the Airport.

7. Informational MeetingWednesday, December 10, 2014 Informational Meeting #2Wednesday, June 22, 2015 Comment DeadlineTuesday, June 30, 2015 (No later than 3:00 p.m. PST) Airport Commission to AuthorizeTuesday, January 13, 2015 Acceptance of Bid Submittals: Addendum to RFB mailed: Tuesday, July 21, 2015 RFB Submittal Deadline Tuesday, August 26, 2015 (No later 10:00 a.m. - PST) Bid OpeningTuesday, August 26, 2015 (No later 10:00 a.m. - PST) Commission to Award Lease: Tuesday, October 6, 2015 *Dates may be subject to change. Updated RFB Schedule

8. Board of Supervisors ApprovalNovember 2015 DRC approval November 2015 BICE approval December 2015 Commencement Date: (Commence Tenant Improvement) January 1, 2016 Rent Commencement Date (Complete Tenant Improvement) March 2016 *Dates may be subject to change

9. Minimum Qualification Requirements

10. Ownership or Management – Banking Center and ATMs Bidder must be an FDIC-insured financial institution and have a minimum of three (3) years within the past five (5) years (“Qualifying Years”) in the ownership or management of a national or state chartered commercial banking and ATM service business. Qualifying bidders must have conducted, at minimum, 200,000 transactions per qualifying year in a national or state chartered commercial banking and ATM service business.

11. Minimum Qualification Requirements Ownership or Management – Café If a successful bidder opts to operate a café in the banking center premises, the lease awardee must: 1.have prior ownership or management experience in the café business. 2.may sublease the café operation to an entity which owns, operates, and manages a café business in three (3) of the last five (5) years (“Qualifying years”) within any of the nine Bay Area counties, or on a statewide or national scale. Local partnerships are highly encouraged.

12. Gross Revenues Bidders’ banking and ATM business(es) must have achieved gross revenues of at least Three Hundred Thousand Dollars ($300,000.00) per Qualifying Year. Café must have achieved gross revenues of at least Five Hundred Thousand Dollars ($500,000.00) per Qualifying Year. Statement of Ability to Comply Bidder will be required to enter into a Lease that will set forth the standard terms and conditions of the Airport Commission, including those required by the applicable local, state, and federal laws. Minimum Qualification Requirements (cont.)

13. Financial Ability Must demonstrate financial capacity and experience to operate the Lease. Airport Commission may review Bidder’s financial performance in other projects. The Airport Commission reserves the right to request a credit report and additional financial information from each Bidder. Minimum Qualification Requirements (cont.)

14. Newly Formed Entity(ies)  Each of the principals who own an aggregate of 51% or more must satisfy the Minimum Qualification Requirements.  Entities bidding as joint ventures must include a copy of an executed joint venture or partnership agreement.  Newly formed entities cannot meet the minimum qualifications through subleasing a portion of the operation.

16. Minimum Acceptable Financial Offer (MAG) Two-Hundred and Seventy Three Thousand Dollars ($273,000) Bid Deposit Amount One-Hundred and Thirty Seven Thousand Five Hundred Dollars ($137,500) Term Five years with a two-year option that may be exercised at the sole discretion of the Airport, plus up to 90 days construction period. Key Business Terms

17. Permitted Use (Exhibit B) Provide banking services in a service branch and dispense U.S. currency at eleven ATM locations. Optional: Operation of an in-line food and beverage facility (“Café”), on a non-exclusive basis (Joint Venture or Sublease based on Square Footage). Rent The higher of the Minimum Annual Guarantee (MAG), which is subject to annual adjustment based on Consumer Price Index (CPI), or 70% of ATM Transaction Surcharges and Additional Banking Fees. If tenant chooses to operate a café business within the premises, the following terms also apply: 6% of Gross Revenues achieved up to and including $1,000,000, plus, 8% of Gross Revenues achieved over $1,000,000.01, plus, 10% of Gross Revenues achieved over $1,500,000.01.

18. Deposit One half of the current MAG. Must be maintained and updated throughout term of the lease. Minimum Investment Amount Branch Facility and ATMs: Amount to conform to Airport’s design standards and/or to the base building designs and materials. Café: $350 per square foot. Late Opening Charge $500 Per Day Key Business Terms (cont.)

19. Shared Tenant Services Tenant can choose to purchase data and telephone services from Airport, which include: Local, long distance telephone service Internet Network Services Technical support Other Charges Utilities (Electrical, Gas, and Water) Taxes Employee Parking Permits - ($336 or $225 per quarter) Airport I.D. - ($80 per employee + $70 for fingerprinting) Key Business Terms (cont.)

20. Types of Insurance General Liability Automobile Worker’s Compensation Business Property Business Interruption

21. The branch facility has been relocated to the opposite side of the pre-security on the mezzanine level of Terminal 3 (683 Square Feet) in the former Public Affairs Space, six ATM locations in the International Terminal, and five ATM locations in Terminals 1 and 3.

22. The Airport is strongly considering allowing prospective bidders to operate a café within the banking premises. Suggested café concept, offerings, and item pricing will need to be approved by the Airport Director and Airport Commission.

24. Design Review Committee (“DRC”) Reviews and approves the design of all tenant improvements. Design Guidelines: http://www.flysfo.com/downloads/DesignGuide.pdf http://www.flysfo.com/downloads/DesignGuide.pdf Building Inspection and Code Enforcement (“BICE”) All code requirements are documented in the Tenant Improvement Guide (“TIG”), which is available in a PDF. Tenant is responsible for ALL costs associated with ALL improvements and infrastructure needs that are not covered by the Airport. Tenant Improvements

25. Airport Role in Financing Build Out The Airport will provide a built out shell space in the Banking Center premises, specifically: 1.Remove wall within the leased premises. 2.Remove glass wall on the side of the premises. The following amenities are available in the leased space: 1.Fire and Safety Equipment/Protections 2.Heating and Cooling Capabilities 3.Plumbing Tenant Improvements (Cont.)

27. Questions/Comments? *Please also submit your questions and/or comments in writing.