ISSUED: Monday, March 18, 2019 - Tulsa Airport

REQUEST FOR PROPOSALS FOR FOOD AND BEVERAGE CONCESSION

Submit Proposals to: Manager, Properties and Concessions

Tulsa International Airport 7777 Airport Drive, Rm A 217

Tulsa, OK 74115

ISSUED: Monday, March 18, 2019

PROPOSAL SUBMITTAL DUE DATE: Friday, MAY 17, 2019

By 4:00 p.m. Central Standard Time

UPON RECEIPT OR DOWNLOAD OF THIS REQUEST FOR PROPOSALS, POTENTIAL PROPOSERS SHOULD REGISTER WITH THE MANAGER, PROPERTIES AND CONCESSIONS, TO ENSURE RECEIPT OF ALL ADDENDA. CONTACT INFORMATION: 918-838-5000; [email protected].

Request For Proposals for Food and Beverage Concession Page 2

TABLE OF CONTENTS 1 General Information and Procurement Opportunity ................................................ 4

1.1 Concession Description .......................................................................................................... 4

1.2 Historical Sales and Current Store Locations ......................................................................... 4

1.3 Concession Opportunities ....................................................................................................... 5

1.4 Airport Description ................................................................................................................. 5

1.7 Tentative Schedule of Events ............................................................................................... 11

1.8 Hard Copies of RFP ............................................................................................................. 11

1.9 RFP Changes/Addendums .................................................................................................... 12

1.10 Limitations on Communications by Proposers ..................................................................... 12

1.11 Execution of Proposed Concession Agreement ................................................................... 13

2 Scope of Work ................................................................................................................

2.1 Scope of Work ...................................................................................................................... 13

2.2 Regional Brands and Nationally Recognized Brands Expectation....................................... 14

2.3 Non-Exclusive Program ....................................................................................................... 15

3 Concession Requirements ....................................................................................... 16

3.1 Minimum Experience and Qualifications ............................................................................. 16

3.2 Business Terms..................................................................................................................... 16

3.3 Initial Capital Investment Requirements .............................................................................. 18

3.4 Tenant Design Criteria ......................................................................................................... 18

3.5 Airport Concession Disadavtaged Business Enterprise (ACDBE) Participation ................. 19

4 Submittal Instructions ............................................................................................... 23

4.1 Introduction .......................................................................................................................... 23

4.2 Submittal Requirements ....................................................................................................... 23

5 Evaluation and Selection .......................................................................................... 30

5.1 Evaluation ............................................................................................................................. 30

5.2 Selection Process .................................................................................................................. 30

6 General Conditions and Instruction ......................................................................... 32

6.1 Proposers to Make Own Investigations and Projections ...................................................... 32

6.2 Consequences of Submission of Proposal ............................................................................ 32


6.3 Disqualification .................................................................................................................... 33

6.4 Subleases, Joint Venture, Partnerships, Etc. ......................................................................... 33

6.5 Response Preparation Costs ................................................................................................. 33

6.6 Insurance .............................................................................................................................. 33

6.7 Special Conditions ................................................................................................................ 34

7 Proposal Forms ......................................................................................................... 35

FORM A: PROPOSAL ACKNOWLEDGEMENT ..................................................................... 36

FORM B: MAG AND PERCENTAGE FEE ............................................................................... 37

FORM C: SALES AND REVENUE PROJECTIONS ................................................................ 38

FORM D: PROJECT CAPITAL COST ANALYSIS .................................................................. 39

FORM E: PROFORMA STATEMENT ....................................................................................... 40

FORM F: BUSINESS REFERENCES ......................................................................................... 41

FORM G: HISTORICAL SALES ................................................................................................ 44

FORM H: AIRPORT CONCESSION DISADVANTAGED BUSINESS ENTERPRISES (ACDBEs) COMMITMENT FORM ................................................................................... 45

FORM I: ACDBE LETTER OF INTENT .................................................................................... 46

FORM J: AFFIDAVIT OF CLAIMANT ..................................................................................... 47

EXHIBIT A: FOOD & BEVERAGE LOCATION ..........................................................................

EXHIBIT B: EXEMPLAR LEASE AGREEMENT ........................................................................


1 GENERAL INFORMATION AND PROCUREMENT OPPORTUNITY

1.1 CONCESSION DESCRIPTION

The Tulsa Airports Improvement Trust (“TAIT”) is soliciting proposals for a food/beverage concession offering at Tulsa International Airport (TUL).

This Request for Proposals (RFP) is intended to inform interested parties about the competitive selection process for the concession opportunity at TUL and to assist TAIT in selecting a concession operator. The RFP includes necessary information for prospective Proposers to submit valid, responsive proposals. It is intended that this RFP will communicate to Proposers the requirements and the scope of the services that TAIT expects to acquire, to communicate the projected schedule for awarding of the contract, and to provide a structured and standardized format for submission of responses.

Proposers can download the RFP documents at http://www.tulsaairports.com/about-tait/business-opportunities/ or they may request a hardcopy of the RFP by contacting TAIT.

This tender is open to the public and to those firms that meet the minimum qualifications described herein. It is expected that the lease commencement shall begin on July 1, 2019 as further described in SECTION

2.1. TERM OF CONCESSION AGREEMENT of the Exemplar Lease attached herein.

There is an available space of 804 square feet for a concession at TUL Total food sales for CY 2018 was $6,734,468.32.

TAIT will select the Proposer that best demonstrates the ability to meet the current and future needs of the traveling public for the available space. It is TAIT’s preference that the available space be operated by a certified Airport Concessions Disadvantaged Business Enterprise (“ACDBE”) and that the offering would provide a fresh, healthy option, such as sandwiches, soups

and salads. TAIT also would rather that the Proposer awarded the contract not choose an offering that would entail ventilation requiring roof penetration. TAIT has the right of final approval of all concepts.

1.2 HISTORICAL SALES AND CURRENT STORE LOCATIONS

The following sales history is provided as an overview of Tulsa International Airport’s current concessions program. Historical sales included in this RFP are for informational purposes only. TAIT is not responsible for any inaccuracies or misinterpretations of data.

Proposers should develop their own, independent estimates of the potential of the concession programs at the Airport based on their experiences in the industry and additional information made available through this RFP process.

Table 1: Food and Beverage Concession Sales

Location CY 2018 Revenue

Dead Armadillo Tarmac Taproom, Concourse A – Alcohol $579, 455.42

Dead Armadillo Tarmac Taproom, Concourse A – Food $700,309.33


Einstein-Caribou Coffee and Bagels – Boulevard A $885,231.58

Chili’s Boulevard A – Food $101,642.19

Chili’s Boulevard A – Alcohol $62,138.05

Einstein-Caribou Coffee and Bagels – Boulevard $986,712.80

Eau de Vie-Center – Food $253,285.08

Eau de Vie-Center – Alcohol $558,392.19

Smok’d-Boulevard – Food $482,974.30

Fat Guys-Concourse B-Alcohol $664,492.30

Fat Guys-Concourse B-Food $921,657.06

Market Express-Concourse B-Food $311,728.13

Topeca Coffee-Boulevard $122,880.91

Einstein-Caribou Coffee and Bagels – Pre-Security $53,557.02

1.3 CONCESSION OPPORTUNITIES

TAIT is requesting that proposers recommend uses and concepts applicable to the sub-types given in this RFP.

TAIT encourages Proposers to develop an innovative concept and use, as well as creative service solutions, based on their market analyses of the concession location. Proposers are encouraged to develop a fresh, healthy option for TUL passengers, which will also not require the concourse roof to be penetrated for ventilation. Proposers are expected to present ideas for the space that will yield the highest level of passenger satisfaction and provide the highest return to the airport. TAIT cannot and does not warrant that the square feet data as shown in this section is final or precise.

Exhibit A provides location detail of the concession location available. Exhibits and images depicting the locations should not be considered lease outline drawings. They are merely representative of the intended location and the size. Upon award of the concession, field measurements and inspection of the location will be required of the successful proposer.

The successful Proposer will be expected to begin operations of its proposed concession pursuant to the terms of a Lease Agreement in substantially the form attached to this RFP as Exhibit B.

1.4 AIRPORT DESCRIPTION

1.4.1 PHYSICAL ASPECTS


TUL has a U-shaped terminal with two passenger levels: the ground/ticketing level and the concourse level. Most services, excluding ticketing, are provided at the concourse level. Originating departing passengers enter the terminal on the ground floor. After completing any ticketing related processing, passengers proceed up one level to reach the concourses. The second floor security screening empties out into the middle of a rectangular connector, with a retail and food and beverage zone on each side of the connector. Originating departing passengers turn either left to access Concourse B gates, or right to access

Concourse A gates. The space available for the concession is located on Concourse A.

Arriving passengers move southwest to clear the concourse and exit the secured airside. The majority of arriving passengers will continue their passage and exit the terminal by continuing across the sky bridges and into the baggage claim. Passengers have the option to traverse to the center of the airport upon exiting the concourses and move to the center of the building, but this takes them away from the natural flow of passenger movement as the majority of passengers will exit from baggage claim. Light concessions in the form of 24-hour vending is offered at the baggage claim area.

1.4.2 HISTORICAL FACTS AND FIGURES

The following information is provided as an overview of the Tulsa International

Airport and its passengers.

Passenger statistics included in this RFP are for informational purposes only. TAIT is not responsible for any inaccuracies or misrepresentations of data, and does not guarantee any minimum rate of return or gross sales.

Image 6: Tulsa International AirportTerminal Layout Source: ©2015 Tulsa Airports. All Rights Reserved.


Air Service:

Table 4: TUL Historical Passenger Totals, 2001 – 2018 (CY)

Source: Airports Council International and TAIT

In 2018, TUL passengers were 3,146,538.

In 2018, TUL handled approximately 8,620 passengers daily.

Traffic fluctuates monthly, with July and September being the busiest months in 2018.

Traffic increased by 6.4% in 2018.


Table 5: Monthly Enplaned Passenger Activity, 2017 – 2019 (February)

Source: TAIT and US Bureau of Transportation Statistics

Top carriers by enplanements are actual results for calendar 2018.

0

20,000

40,000

60,000

80,000

100,000

120,000

140,000

160,000

Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec

201720182,019


Table 6: Traffic Information

Top Destinations by Scheduled Seats, June 2019

Destination % of Total Scheduled Seats

DFW 20%

DEN 13%

ATL 9%

DAL 9%

IAH 8%

ORD 7%

HOU 7%

STL 5%

PHX 4%

CLT 4%

Source: Schedule Data OAG; Actual Performance TAIT

Passenger Profile

Approximately 97.4% of TUL passengers are O&D; 2.6% are connecting.

49%

44%

7%

< 500 Miles 500 ‐ 999 Miles > 1,000 Miles


TUL passenger traffic is dominated by the tourist segment during the summer months and the business market dominates during other parts of the year. The average flight distance per scheduled departing seat in July 2019 is 722 miles.

There is a strong morning peak with early travelers, then a fairly consistent level of flow of traffic throughout the remainder of the day, with one additional peak at the 5:00 pm hour. A sample of the scheduled departing seats by hour is found in Table 7.

Table 7: Schedule of Daily Departing Seats, February and June, 2019

Average Daily Scheduled Departing Seats, February and June, 2019

Time February July

Prior to 11:00 AM 38% 36%

11:00 ‐ 4:59 PM 36% 32%

5:00 PM and Later 26% 32%

Source: Airline Data, Inc.

Table 8, below, provides passenger forecasts at TUL through 2023.

Table 8: Passenger 5-Year Forecast

Year 2019 2020 2021 2022 2023

Passengers 1,475,000 1,495,000 1,515,000 1,535,000 1,555,000

109

131

104

118

10294

109105

10093

105

115

85 85

122

156

00

20

40

60

80

100

120

140

160

180

Avg Seats per Departure ‐February Avg Seats per Departure ‐ June

500 600 700 800 900 1000 1100 1200 1300 1400 1500 1600 1700 1800 1900 2000 2200


Source: TUL

1.5 TENTATIVE SCHEDULE OF EVENTS

The following is a schedule of the major events associated with this food, beverage and retail RFP process.

Table 9: RFP and Proposal Important Dates

Event Date

RFP issuance Monday, March 18, 2019

Pre-proposal conference Tuesday, April 2, 2019

RFP questions due Tuesday, April 30, 2019

RFP addendum posted on airport website and/or via email

On or about Friday, May 3, 2019

Proposals due to Airport Friday, May 17, 2019

Oral interviews and presentations (if required) Thursday, June 6, 2019

Board approval and award July 11, 2019

1.6 HARD COPIES OF RFP

RFP instructions and documents must be obtained at:

Manager, Properties and Concessions Tulsa Airports Improvement Trust Tulsa International Airport 7777 Airport Drive, Room A217 Tulsa, Oklahoma 74115 Email: [email protected]

To obtain the RFP, please contact the Manager, Properties and Concessions, or download the RFP at http://www.tulsaairports.com/about-tait/business-opportunities/. Once received, potential Proposers should register with the Manager, Properties and Concessions (contact information above) in order to ensure that all addenda are received.

Pre-Proposal Conference

A pre-proposal conference is scheduled for Tuesday, April 2, 2019, starting at 2:00 p.m., local time in Room A211 of the main Terminal building and will be followed by a tour of the available concession


space. In total, the pre-proposal conference should take approximately one hour. Attendance is strongly encouraged, but not mandatory.

The purpose of the conference will be to discuss the requirements and objectives of this RFP and to provide an opportunity for TAIT to respond to questions. A sign-in sheet will record attendance. It is the Proposer’s responsibility to ensure that the Proposer’s attendance is recorded at the pre-proposal conference.

Proposers are asked to confirm that they will attend the pre-proposal briefing, within five days of receipt of this RFP, by emailing [email protected] with the name of any person who will be attending the briefing, the name of the company or entity the individual represents, and a contact phone number or email address for the individual. Additional information may be required for security purposes.

At the pre-proposal conference, TAIT will answer questions from potential proposers that have been submitted at the conference. Proposers should note that all questions pertaining to this RFP are to be submitted in writing whether they are submitted prior to, during, or after the pre-proposal conference. After the pre-proposal conference, additional questions will be accepted if received in writing on or prior to Tuesday, April 30, 2019 at the address listed below. TAIT reserves the right to decline to answer any question received.

Questions may be sent by email, postal service, courier, or facsimile to:

Tulsa Airports Improvement Trust 7777 Airport Drive, Room A217 Tulsa, OK 74115 Email: [email protected] Facsimile: 918-838-5199 www.tulsaairports.com

1.7 RFP CHANGES/ADDENDUMS

Any changes in the requirements of this RFP after distribution will be made by written addendum to the RFP, which will be posted to the website or sent to the pre-proposal conference attendees at the email address submitted at the pre-proposal conference, or by U.S. Postal Service, or facsimile, if requested by any Proposer. If Proposer is unable to attend the pre-proposal conference, please ensure that it has registered with the Airports Manager, Properties and Concessions, to ensure notification and/or receipt of any addenda.

TAIT will distribute information provided in response to questions to all firms that are interested in submitting proposals. All questions will be answered through RFP addendum(s) in a question and answer format that will be disseminated via website and/or email.

Proposers may rely only upon written information and/or instructions from TAIT. Proposers may not rely upon, and TAIT shall not be responsible for, any oral information and/or instructions given with regard to this RFP.

Any person needing special accommodations for the pre-proposal conference, tour of the available airport space, or oral presentation, if needed, should contact TAIT’s contact person listed above at least seven days prior to the scheduled meeting.

1.8 LIMITATIONS ON COMMUNICATIONS BY PROPOSERS

From the date that this RFP is posted on the Airport’s or TAIT’s website or made available otherwise, until the date that the Evaluation Committee issues a written recommendation to TAIT regarding a recommended award of this concession, potential Proposers, and any persons working for or representing potential Proposers, shall not engage in any written or oral communications regarding this RFP with any Airport employee, member of the Board of Trustees, TAIT employee, or any consultant currently under contract to TAIT, other than the employee designated herein as the contact person.


GOALS AND OBJECTIVES

It is TAIT’s overall objective to maximize customer satisfaction by creating a concession offering that provides a fresh, healthy and quick alternative to travelers and airport users with an innovative and contemporary concept that appeals to a broad customer base.

1.9 EXECUTION OF PROPOSED CONCESSION AGREEMENT

All potential Proposers should carefully and completely review the Exemplar Lease and Concession Agreement contained in this RFP as Exhibit B. Proposers should submit any questions regarding the terms and conditions of the Exemplar Lease and Concession Agreement at the pre-proposal conference or within the time period provided for questions under this RFP. By submitting a proposal, each Proposer agrees to execute TAIT’s Exemplar Lease Agreement within 15 business days in substantially the form attached to this RFP, as revised to incorporate the pertinent criteria contained in the successful Proposer’s submittal.

The following information describes the responsibilities required of the successful proposer.

1.10 SCOPE OF WORK

TAIT expects that the selected Proposer will have, at a minimum, the following responsibilities:

1.10.1 RESPONSIBILITIES FOR SELECTED PROPOSERS

1. The Proposer must be capable of financing the design, construction, initial build out, mid-term refurbishment and operation of the awarded concession location.

2. TAIT must approve the storefront, design, and other plans for the concession prior to

construction or implementation.

3. The Proposer will act as the project manager for the design and construction of the location, which will be coordinated with the terminal project’s construction manager. All design and construction must comply with TAIT’s leasehold development policies and procedures, and will be subject to the permitting and licensing processes of the City of Tulsa, and/or the State of Oklahoma, as appropriate. All permit costs must be paid by the Proposer. The Proposer will be required to design and build-out the interior finishes of spaces, including, by way of example, shelving, counters, display fixtures, interior design, cooking equipment, interior seating, and utility hook-ups to the wires and conduits that exist or may be installed by TAIT. Notwithstanding the foregoing, however, the Proposer has the ultimate responsibility for ensuring that the leased location is open and operating on mutually agreed upon dates.

4. The Proposer will be responsible for coordinating the distribution of all utilities and heating,

ventilation and cooling (HVAC) through the leased locations. Electricity will be separately metered.

5. The Proposer will operate and/or manage, if applicable, the concession opportunity as defined

in the Exemplar Lease Agreement and perform, at a minimum, the following management functions:

Monitor the sales activity, pricing, customer service, hours of operation, merchandise, sales reporting, and payment of rent;


Direct, coordinate, and monitor procedures and practices for deliveries of goods, products, materials, equipment, and supplies from any designated on- or off-airport storage area;

The Proposer will be responsible for ensuring that grease traps are installed and checked/cleaned at least once a month. Should a problem develop due to a clogged or under-maintained grease trap, Proposer will be responsible for paying for the repair of all damages caused by a malfunctioning grease trap;

Provide quality control audits and reports covering compliance with the Lease Agreement requirements, cleanliness of the facility, timeliness of service, and quality of the product; (TAIT will establish its own rules and regulations that are subject to its unilateral revision and adjustment.)

Collect and dispose of all concession-related refuse and garbage;

Submit payment of all rentals or fees to TAIT, including all required revenue reports, on a timely basis;

Provide on-site staff to perform daily functions as required by the Scope of Services identified in this RFP and the Standards of Operations in the Lease Agreement, subject to acceptance by TAIT;

Perform any other functions that are necessary to keep the facilities in a safe and sanitary condition.

6. If requested by TAIT in writing, the Proposer will be required to submit within sixty (60)

days one report or other information reasonably requested by TAIT including, but not limited to:

A review of prior year's performance, including achievement of sales projections, financial results, and other goals and objectives;

The establishment of new operational goals and objectives;

Identification of employee and labor initiatives to ensure compliance with the Lease Agreement, including, training, customer service, employee retention programs, and job fairs;

Projections of sales, sales per enplaned passenger, and payments to TAIT;

7. The Proposer will be responsible for the planning, implementation, and management of any temporary concession programs that may be required due to construction or promotional events at the request of TAIT.

8. Proposer will be required to attend all meetings called by TAIT that relate to the concession

program with at least two business days’ notice (or less, in the case of an emergency situation).

1.11 REGIONAL BRANDS AND NATIONALLY RECOGNIZED BRANDS EXPECTATION

The Airport has an important role as an economic development engine for, and gateway, to the Northern Oklahoma and Tulsa region. TAIT wishes to present the cuisine, products, and brands of the region as well as nationally recognized brands and concepts to the public. TAIT is strongly encouraging Proposers to incorporate established local, regional, national, or international food and beverage brands in their Proposals. All Proposals should seek to incorporate these aspects into the concession program through their merchandising plan and it is expected that the successful Proposers will be those that can best integrate a local and regional awareness with their concession offerings. Proposers should look to


incorporate those brands and products that best represent and help to define what the Northern Oklahoma and Tulsa regions means, and should be easily recognizable to local users of the airport. Proposers should bring iconic brands, products, and services that demonstrate the character and nature of the region’s history and culture by offering those products and services that best exemplify the regions rich heritage.

Employees at the concession location are required to be able to assist the public with wayfinding within the Airport. As such, the selected Proposer is expected to ensure that employees are provided with information regarding the locations of other concessions, restrooms, elevators, airlines, gates, information desks, etc., and that such information is provided upon request and with all due courtesy and dispatch. Also, Proposers are expected to provide its leased location with a list of emergency and other important numbers, as well as with ways that employees can respond to customers’ requests for information.

1.12 NON-EXCLUSIVE PROGRAM

This RFP and the subsequent Agreement is non-exclusive in character and in no way prevents TAIT from entering into agreements with any other parties for the sale or offering of competitive services, products or items by other concessionaires and/or others in other premises at the Airport during the successful Proposer’s Term of Agreement. TAIT specifically reserves the right to enter into separate agreements to manage food service concession services at Tulsa International Airport with other parties if deemed necessary by TAIT.

(Remainder of Page Intentionally Left Blank)


2 CONCESSION REQUIREMENTS This section describes the minimum experience, term of agreement, fees, capital investment, development requirements, and mandatory contract elements, required by TAIT.

2.1 MINIMUM EXPERIENCE AND QUALIFICATIONS

To be considered for award, a Proposer must meet the minimum qualifications and experience requirements that are established by this RFP, demonstrating that the Proposer is capable of conducting a successful concession operation and is capable of satisfying the obligations under the Lease Agreement with TAIT. TAIT, in its sole discretion, will determine if the Proposer is qualified as demonstrated through the proposal process and information supplied by the Proposer and, if necessary, through investigations, interviews, site visits, or other means deemed appropriate by TAIT. Proposers must state in their cover letters how they meet the minimum qualifications as stated below. Proposals not meeting the minimum requirements will be deemed non-responsive.

The following are the minimum requirements for consideration of all proposals:

At least three (3) consecutive years within the past ten (10) years in all of the following: development, design, financing, construction, and management of one or more food and beverage concessions in an airport, shopping center or transportation facility.

2.2 BUSINESS TERMS

2.2.1 TERM OF AGREEMENT

The concession will be for a term not to exceed five (5) years from the date of Beneficial Occupancy as so described in section 2.1. TERM OF CONCESSION AGREEMENT the Exemplar Lease attached herein for the food and beverage concession available under this solicitation. It is expected that the lease shall commence on August 1, 2019.

Subject to the Exemplar Lease Agreement, at the sole discretion of TAIT, the initial term may be extended for a maximum of an individual two-year term starting on the day following the last day of the contractual term provided the extension is mutually agreed to by TAIT and the Proposer in writing. To be eligible for an extension, the Proposer must be in good financial standing with TAIT, and the Proposer shall have spent and invested a minimum of 20% of the initial capital investment at all leased locations within 90 days of the exact mid-point of its initial term.

2.2.2 CONCESSION FEE

As consideration for the non-exclusive right granted to the Proposer by TAIT, the Proposer shall pay, during the term of this Agreement on a monthly basis, the greater of either: a) one-twelfth of the Minimum Annual Guarantee (MAG) beginning with the Commencement date of the term; or b) a percentage of Gross Concession Revenue derived from the operation of the leased locations.

Minimum Annual Guaranteed Fee

During the term of this Agreement, one-twelfth of the MAG is due and payable to TAIT in advance on the first day of each calendar month during the term of this Agreement. This payment shall be referred to as the Monthly Minimum Guarantee (MMG). Therefore, payment of the MAG shall take the form of 12 equal monthly payments.


MAG Adjustment on an Annual Basis

The MAG shall be adjusted on the annual anniversary of the Commencement Date, as defined below.

The first adjustment of the MAG shall occur twelve (12) months after the Commencement Date. This date will serve as the Annual Adjustment Date for every year thereafter. On each Annual Adjustment Date TAIT will adjust the MAG to the greater of eighty percent (80%) of the Concession Fee actually due to TAIT during the previous twelve (12) months or the MAG of the 12 month period just ended. In no case will the MAG for any year be less than the previous year’s MAG.

Percentage Rent Percentage Fees: TAIT has established percentage fees, on a per-location basis, as follows:

Food and Beverage Locations

Quick Serve, Take-Away, and Coffee/Café Service: 13% for food and beverages excluding alcohol, and 15% for alcohol

Other Occupancy Charges

Support and Storage Fees

In addition to the concession leased locations, TAIT may provide administrative support and storage space, if available, to the selected Proposer. The Proposers will pay monthly rental payments for the Proposer’s office or storage at the rate of $15.00 per square feet per year for any office space above the granted space, and a rate of $6.00 per square feet per year for any storage space. The rental rate for the administrative and storage space will be adjusted on the anniversary date at a rate of 3% per year. To the extent that additional support and storage space outside the leased location is not required by the selected Proposer, the selected Proposer must make arrangements for storage space within the leased location. Such space within any leased location may not exceed ten percent (10%) of the leased location’s footprint unless otherwise authorized by TAIT.

Concession Marketing Fee

A concession marketing fee of one half of one percent (0.5%) of Gross Revenues will be assessed annually to be paid monthly, beginning the month following the leased location opening and due on the 15th of each month in conjunction with the submittal of the Percentage Rent fee. This fee is to be used for marketing concessions at the Airport. The marketing tactics will be mutually agreed upon by TAIT and the Proposer.

Additional Fees Due

If TAIT has paid any sum or has incurred any obligation or expense for which the Proposer agreed to pay or reimburse TAIT, or if TAIT is required to or elects to pay any sum or incur any obligation or expense because of the failure, neglect, or refusal of the Proposer to perform or fulfill any of the terms or conditions of the Agreement, then those same sums, obligations, or expenses will be deemed additional fees due and subject to an administrative fee of twenty-five percent (25%) of such payment, obligation, or expense.

Licenses, Fees and Taxes

As further detailed in the Exemplar Lease Agreement, the Proposer must obtain all permits or licenses required for the operation of the concession including, if applicable, alcoholic beverage licenses. Proposer will be solely responsible for the payment of all applicable taxes and any tax presently or subsequently levied on the concession, improvements, equipment, and facilities within the location; any tax, abovementioned permit fees, or licenses relating to the occupancy of the leased locations; as well as any


tax on goods and services, any sales tax and any other similar tax which is currently or subsequently levied on or in respect of the Concession Fee, or other amounts payable to TAIT.

Utilities

The cost of all natural gas utilities used or consumed on the leased location, except that which is used for the tenant’s HVAC system, will be borne by the Proposer. Selected Proposers will be responsible for metering all gas and electrical connections at each location as further detailed in the Exemplar Lease Agreement (Exhibit B).

The cost of telephone and data utilities used or consumed on the leased location will be borne by the selected Proposer as further detailed in the Exemplar Lease Agreement (Exhibit B). All other electrical costs will be borne by the selected Proposer. Note that all leased locations will be separately metered for electricity and propane for food and beverage units.

2.3 INITIAL CAPITAL INVESTMENT REQUIREMENTS

It is TAIT’s desire to have only first class facilities at the Airport. The selected Proposers will be required to spend the minimum capital investment proposed by Proposers for the leased location in order to create a space that compliments the terminal and integrates the overall concession design aesthetically, functionally, and operationally with the overall design of the terminal. Minimum Capital Expenditure per square foot shall be $400.00 for the food and beverage location.

The selected Proposer shall be required to invest the minimum capital investment proposed for the design, engineering, construction, furniture, fixtures, and equipment (excluding interior signage and inventory) for the leased location. If the selected Proposer spends less than was stated in the proposal, the Proposer shall pay to TAIT the unspent balance of the proposed capital expenditure for the space. Recent concession investment costs at the Airport have been in the range of $300.00 and $400.00 per square foot (exclusive of financial costs, interest, inventory, pre-opening expenses, or intra-company overhead charges). These costs can vary depending on the square footage, concept, and quality of materials.

Only the following items will be counted toward the required expenditure:

1) Costs incurred by the selected Proposer for: improvements; furnishings; fixtures (both removable and non-removable); interior walls and doors; plumbing, electrical and mechanical improvements; lighting; wall finishes; ceiling finishes; flooring; removable and non-removable counters; and removable and non-removable equipment that is necessary to the operation of the leased locations.

2) Design and engineering costs not to exceed ten percent (10%) of the total approved cost of the selected Proposer’s improvements as defined above.

3) Any incurred building and code enforcement fees.

4) Directly contracted construction costs. The selected Proposers will be required to substantiate to the satisfaction of TAIT that they invested the entirety of the proposed investment.

2.4 TENANT DESIGN CRITERIA

2.4.1 DEVELOPMENT REQUIREMENTS


The selected Proposer will be required to commit to an initial capital expenditure for the design, engineering, construction, furniture, fixtures, and equipment (excluding interior signage and inventory) for each, and any additional locations taken during the term. A significant level of expenditure is required in order to create a location that: (a) complements the Airport; (b) bespeaks a high quality commercial standard; and (c) integrates the overall concession design aesthetically, functionally, and operationally with the overall design of the terminal.

2.4.2 TENANT DESIGN CRITERIA

The successful Proposer will be provided with TUL’s Tenant Design Criteria Manual (Design Manual). The Design Manual contains a number of specific rules and regulations that provide guidance for operations at the airport as well as requirements for tenants to create designs for their stores representative of the highest quality stores in airports in North America. The criteria in the Design Manual will provide a sense of the quality that will be required from the successful Respondents(s) in setting up the retail locations. Criteria will provide guidelines on elements such as:

Storefront design

Merchandise displays

Flooring materials and transitions

Ceiling design

Lighting

Interior walls and doors

Signage, etc.

2.5 AIRPORT CONCESSION DISADAVTAGED BUSINESS ENTERPRISE (ACDBE) PARTICIPATION

It is the policy of TAIT that Airport Concession Disadvantaged Business Enterprises (“ACDBE”) as defined in 49 CFR Part 23 shall have the maximum opportunity to participate in the performance of contracts financed in whole or in part with federal funds under this Agreement. TAIT has developed and implemented an ACDBE program as required under Department of Transportation 49 CFR Part 23 and Part 26. The ACDBE program objective is to ensure full and fair access to concession opportunities for all businesses and in particular for ACDBE businesses. Contracts pertaining to the concession program at TUL are subject to the requirements of 49 CFR Part 23 and Part 26 and the Airport’s ACDBE Policy and Program requirements and contract provisions. The ACDBE Liaison Officer (DBELO) is responsible for compliance with all aspects of the ACDBE program. TAIT has established an annual ACDBE goal for the Airport and specific goals for this solicitation as follows: Food and Beverage Goal: 5.2%. The ACDBE goal is a percentage of annual gross receipts for the TUL operation that are committed to certified ACDBE firms. The DBELO will determine whether the proposer’s commitment for meeting the goal or Good Faith Effort to meet the goal is responsive once all ACDBE forms have been submitted. It is TAIT’s preference that the offered location be operated solely by an ACDBE Certified concessionaire. However, each Proposer must comply with the terms and conditions of the Policies in making its proposal and, if awarded the Contract, in performing all work thereunder. A proposer’s failure to comply with any Rules or Regulations promulgated pursuant thereto, or any additional requirements contained herein may render its proposal non-responsive and may constitute cause for rejection.


1. Responsive; compliance with requirements. If a proposal meets the package-specific goal or shows an adequate good faith effort in accordance with the Policies, then the DBELO shall notify the procuring department to regard the proposal as responsive. Proposers must indicate their ACDBE commitment at the time proposals are due, however have 7 calendar days to submit details regarding actual ACDBE partners and/or their good faith efforts.

2. Non-Responsive; failure to meet requirements. If a proposal does not meet the goal or show an adequate good faith effort, or provide the necessary documentation or forms outlined in the Policies, then the DBELO shall notify the procuring department to regard the proposal as non-responsive. Such determination shall result in no further consideration of the bid/proposal by the Selection Committee.

The proposer may meet its ACDBE participation commitment utilizing any combination of options listed below all of which require proof of ACDBE certification in the State of Oklahoma, or certification in another state and eligible for certification in Oklahoma by TAIT. The ACDBE certificate or certification letter must be submitted at the time of proposal submission. Describe how you meet or made a good faith effort to meet the Airport’s ACDBE participation goals for this RFP, and for each ACDBE, provide a complete description of the nature of their participation, and their experience and qualifications. The options for meeting this commitment are:

1. 100% ACDBE participation: For this option, the proposer is solely owned and operated as a certified ACDBE firm in the State of Oklahoma, or certified in another state and eligible for certification in Oklahoma. Complete Form 1: ACDBE Utilization Form contained in the RFP and submit ACDBE certificate(s). Submit with the proposal so that the proposed option is approved by the DBELO at the time the proposal is submitted. This is TAIT’s preferred method of operation of the concession.

2. Percentage Participation: For this option, a percentage of the business is designated to be owned, operated and/or maintained by a certified ACDBE through a sub-lease, management, operating and/or franchise agreement. If the proposer plans to participate in a partnership with a certified ACDBE firm, the proposer must complete Form H: ACDBE Utilization Form at the time the proposal is submitted and Form I: ACDBE Letter of Intent and submit ACDBE certificate(s) for each certified ACDBE participant. This form(s) is required within seven calendar days after proposals are due.

3. Other Legal Arrangement. For this option, the proposer may propose some other legal

arrangement so long as it meets the eligibility standards in 49 CFR Part 23.

Options 2-3 will require TAIT approval.

Note: All firms upon which ACDBE certification is being relied, whether as proposer, JV partner, goods and services provider, sub concessionaire, subcontractor or any other arrangement, must be certified as an ACDBE in the State of Oklahoma or be certified in another state and eligible for certification in Oklahoma upon submission of the Proposal.

The amount and type of ACDBE participation proposed will become a firm commitment upon submission of the Proposal and will be monitored by the DBELO. The proposer agrees, as an expressed condition of its performance, to comply with the requirements of 49 CFR Part 23 and the appropriate provisions under


the lease agreement. Proposer acknowledges that its failure to comply with these requirements may be a material breach of the Lease, and could result in suspension of the right to operate, termination, or such other remedy, as TAIT deems appropriate.

2.5.1 ACDBE GOOD FAITH EFFORTS

The Department of Transportation (DOT) ACDBE regulations found at 49 Code of Federal Regulations Part 23 provides for the adoption of a good faith effort (GFE) to be administered by TAIT. In order to comply with the proposal requirements of Part23, a proposer shall either meet the specific ACDBE goal for this concession opportunity, or in the alternative, demonstrate that the proposer has made sufficient good faith efforts to meet the goal in accordance with the good faith effort provisions of Part 23 detailed below.

Documentation must be completed and submitted within seven calendar days after the proposal submission to support your Good Faith Efforts. The submission of good faith efforts documentation is a matter of responsiveness. Failure of the Proposer to demonstrate adequate good faith efforts shall render the overall good faith showing insufficient and the proposal nonresponsive.

2.5.2 MODIFICATIONS/SUBSTITUTIONS Proposer shall also make a good faith effort to replace an ACDBE included in the Request for Proposal submission that has failed to complete its concession arrangement, joint venture commitment, lease, sublease or subcontracting arrangement with a certified ACDBE, to the extent needed to meet the concession specific goals.

If a Proposer proposes to terminate, substitute or modify the participation of an ACDBE Joint Venture partner, team member, subcontractor or sub-concessionaire prior or after Lease award, prior to such change, the Proposer shall immediately submit for review and prior approval, to the DBELO, reasonable documentation regarding the proposed change in the ACDBE participation. Proposer shall include the specific reasons for the change in ACDBE participation and must produce any and all documents and information regarding the proposed change.

2.5.3 COMPLIANCE/REPORTING

Proposer shall also comply with the requirements of this section regarding any proposed change(s) in ACDBE participation arising from or relating to any assignment, sublease, or transfer of the obligations under this Lease.

Proposer shall timely submit reports and verifications within ten (10) business days as requested by TAIT and shall provide such financial information or other information deemed necessary by TAIT to support and document the ACDBE commitment for this Lease. Also, the Proposer shall provide such financial information or other information deemed necessary by TAIT to support and document the ACDBE Subcontracting/Supplier commitment for this Lease. TAIT shall have the right until three (3) years after the expiration or termination of this Lease, through its representatives, and at all reasonable time, to review books, records and financial information of the

Proposer (and where applicable, all individuals, joint venture partners or team members or other business entities that are a party or engaged in concession activity under this Lease) requested by TAIT’s


representatives to substantiate compliance with 49 C.F.R. Parts 23 & 26; as amended and any guidance issued by FAA from time to time regarding the interpretation of the federal regulations.

2.5.4 ACDBE RESOURCES Federal regulations along with links to FAA provided DBE information is available online: www.tulsaairports.com/business.

49 CFR Part 23.79 does not permit recipients of federal funds to use local geographic preferences. For purposes of this section, a local geographic preference is any requirement that gives an ACDBE located in one place (e.g. our local area) an advantage over ACDBEs from other places in obtaining businesses as, or with, a concession at TUL.

Questions regarding ACDBE and/or DBE questions that arise concerning this concession opportunity should be directed by telephone or email to: Alexis Higgins – 918-838-5000; [email protected].

2.5.5 CERTIFICATION REQUIREMENTS

If claiming ACDBE participation, certificates for all certified firms shall be submitted within seven calendar days after Proposal submission.

While 49 CFR Part 23 and/or 26 is mandatory to airports that receive federal funds, it is not mandatory that a minority firm be certified as an ACDBE in order to be awarded a concession contract. However, in order to credit the participation of an ACDBE towards the goal stated in the RFP, the Airport requires that ACDBE firms be certified by the Oklahoma Unified Certification Program at the time of proposal submission.

2.6 TITLE VI SOLICITATION NOTICE

Title VI Solicitation Notice. The Tulsa Airports Improvement Trust, in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252, 42 USC §§20004d to 2000d-4) and the Regulations, hereby notifies all bidders that it will affirmatively ensure that any contract entered into pursuant to this advertisement, 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.


3 SUBMITTAL INSTRUCTIONS

3.1 INTRODUCTION

These instructions establish the format and content of the proposal and the approach to be used in its development and presentation. No limitation on the content of the proposal is intended in these instructions. The inclusion of any pertinent data or information is permitted.

Proposers must submit a proposal which provides responses directly corresponding to and numbered identically to each and every question contained in this RFP. All responses must be complete and clear in meaning. In instances where a response is not required, or where material is not applicable to the proposal, a response such as “not applicable” is acceptable. All pages are to be consecutively numbered.

The RFP evaluation process will include focused reviews of each element of each Proposal, measured against the stated goals and objectives of the concession program and other requirements as set forth in this RFP.

This is the opportunity for the Proposer to state its philosophy for the concession for the Airport, the market it is targeting, financial proposal, and the other elements as requested below. Please take the time to carefully read and understand the Proposal requirements. Format, organization, and content are all important so that evaluators can conduct an accurate and complete review of the Proposal.

Be sure to address all the submittal requirements, and include any additional information that may help TAIT to understand the unique differences between proposals. To have a proposal considered by TAIT, the Proposer must provide a complete submission package.

The Proposal requirements in this section are not meant to limit creativity in the presentation of Proposals. They are intended only as minimum elements that must be included. It is the Proposer’s responsibility to incorporate all information that is pertinent to effectively present its capabilities to meet the Airport’s objectives and the requirements set forth in this RFP. However, clarity and brevity are encouraged—do not include large amounts of excess information that are not directly pertinent to the proposal.

Verification, clarification, and substantiation of all information presented in the proposal may be requested during the course of the evaluation process.

3.2 SUBMITTAL REQUIREMENTS

3.2.1 METHOD AND PLACE OF SUBMITTAL

All proposal documents must be typed, firmly sealed, and clearly marked on the outside: “FOOD, AND BEVERAGE CONCESSION PROPOSAL – TULSA INTERNATIONAL AIRPORT” and include the name of the Proposer. Proposers must submit all attachments and one (1) original and three (3) copies of each proposal, and one electronic PDF copy either on a CD or flash drive. The original must be marked “original” on its front page or cover and must contain the original documents and signatures.

All Proposals must be in 12 point Arial font in the English language. All proposals are to be submitted in standard 8 ½ X 11 format pages. Legal size fold-out pages will be allowed for drawings and concept sheets. Proposer is to provide an electronic PDF version of each proposal.

Photographs and other materials must be placed in an envelope or box and identified with the Proposer’s name and address. The items should cross-reference the page number of the proposal to which the supplemental material is applicable. Videos or PDF files may be submitted to supplement materials, but may not substitute for written responses. All material submitted to TAIT will become the property of TAIT and will not be returned to the Proposer.


Each Proposer is responsible for ensuring that all required documents are complete and are submitted with the proposal. An equivalent form conveying the same information, in the same format, may be substituted for the attached forms; however, Proposer accepts responsibility for any errors, omissions or incomplete submittals, which may be cause for rejection of a proposal.

Any conditions, limitations, or provisions attached to or inserted within said Agreement as part of the proposal response may render the proposal non-responsive and may be cause for its rejection. Proposals or modifications to proposals made by telephone, telegraph, facsimile, or other electronic communication will not be considered.

Seal each proposal and address it to:

Manager, Properties and Concessions Tulsa Airports Improvement Trust Tulsa International Airport 7777 Airport Drive, Room A217 Tulsa, Oklahoma 74115

Proposals must be received at this address by 4:00 p.m. local time on Friday, May 17, 2019. Proposals received after this time will be deemed non-responsive and returned to Proposer unopened.

No proposal may be withdrawn after it has been submitted to TAIT unless the Proposer so requests by email, courier, telegram, or facsimile, and such request is received by TAIT before the time set for receiving Proposals.

In submitting a proposal, the Proposer agrees that the proposal will remain valid for one hundred and eighty (180) calendar days after the closing date for submission of proposals. The time that a submitted proposal may remain valid may be extended beyond that by mutual agreement between TAIT and Proposer.

3.2.2 PROPOSAL RESPONSE FORMAT AND INFORMATION REQUIREMENTS

The proposal submittal must consist of the sections listed below. The sections must be submitted in the sequence shown below. Proposer must insert a set of tabs (Tabs A through H) to identify each section of the Proposal. In addition to that which is requested below, Proposers are encouraged to address other relevant issues that they consider to be critical to the success of the concession program. TAIT reserves the right to waive minor technicalities or irregularities when it is determined that such waivers are in the best interest of TAIT.

Proposals shall be submitted to:

Manager, Properties and Concessions Tulsa Airports Improvement Trust Tulsa International Airport 7777 Airport Drive, Room A217 Tulsa, Oklahoma 74115

Cover Letter and Proposal Guaranty

Each Proposer must include a cover letter that introduces the Proposer. The letter must include a narrative describing the Proposer’s corporate organizational structure and a listing of its primary officers/shareholders; the cover letter may not exceed 4 pages. The cover letter must indicate the high level strategic intent for space on which it is proposing. Proposers must state in their cover letters how they meet the minimum qualifications as stated herein. Each cover letter must indicate a return mailing address, a primary and secondary contact person, and telephone and emails, as well as, any pertinent facts or details of the Proposal that the Proposer desires to emphasize.


Affixed to the cover letter, must be a proposal guaranty in the sum of one thousand US dollars ($1,000.00) to guarantee execution of a Lease Agreement by the Proposer on the basis of the Proposal submitted. In the event that the selected Proposer fails to execute the Lease Agreement offered by TAIT on the basis of its Proposal, the selected Proposer’s proposal guaranty will be forfeited.

At the option of each Proposer, the proposal guaranty may be in the form of (1) an irrevocable letter of credit in a form satisfactory to TAIT and issued by a U.S. financial institution; or (2) in the form of a proposal guaranty executed by the Proposer and by a surety that must be a corporate surety, or sureties, authorized to do business in Tulsa, Oklahoma, USA.

The proposal guaranties will be released to those Proposers not awarded a Lease Agreement within fifteen (15) days after approval of the awarded agreement by the Board of Trustees.

Proposal Acknowledgement Form

Proposers must include a properly executed Proposal Acknowledgement Form, (Form A). This form must be signed and notarized. Enclose the original Proposal Acknowledgement Form with the original Proposal.

Tab A - Financial Offer to the Airport

The Proposer’s financial offer must be submitted on the MAG and Percentage Fee Form (Form B). Form B must be properly and fully completed for each location proposed.

Tab B - Sales and Revenue Projections

Proposers must provide a good faith estimate of the expected annual gross sales and revenue to be derived from the proposed operations, using Sales and Revenue Projections Form (Form C).

Proposers must clearly state the major assumptions used in developing the sales projections.

Tab C - Proposer Experience and Gross Sales

Proposer must provide a history of the Proposer's relevant experience in the operation and/or ownership of the proposed or similar concept. This section provides the opportunity to clearly communicate how it believes its experience meets or exceeds the minimum requirements. This section, using Form G Historical Sales, must include the following information:

a. Number of years (including dates) that the Proposer or principal of Proposer has demonstrated experience of a successful operation of a food and beverage concession in airports, transportation venues, or other venues;

b. Identify if such experience in (a), above, is held by Proposer or principal of Proposer. If held by principal, provide the principal’s name and the relationship of the principal to the Proposer, (i.e., majority shareholder, majority partner, corporate officer, franchisee, parent company, etc.);

c. Proposer or principal of Proposer must list the locations, where it has been operating or developing a retail or food and beverage concession in airports, shopping centers or transportation venues in the United States. Proposers need not list more than five (5) venues. Please supply information regarding the venues that you believe are most comparable in size, scope, and nature of operation to the one contemplated for the Airport.

d. Identify if such experience in (c), above, is held by Proposer or principal of Proposer. If held by principal, provide the principal’s name and the relationship of the principal to the Proposer, (i.e., majority shareholder, majority partner, corporate officer, franchisee, parent company, etc.)


Tab D – Financial Information

Proposer must demonstrate financial capability to construct and operate the location(s). The Proposer is asked to provide the following financial information for the proposing entity and any joint venture affiliated entities:

D1. Financial Background

Proposers must submit the following historical financial information for the proposing entity and any joint venture or affiliated entities. All financial information submitted by Proposers must have been audited by an independent accounting firm.

Provide a balance sheet and income statements for the last two (2) fiscal years prepared in accordance with either International Financial Reporting Standards (IFRS) or Financial Accounting Standards Board (FASB) Standards reflecting the current financial condition of the Proposing entity (and its parent corporation, if applicable). To clarify: If the Proposer is a wholly owned subsidiary (fully consolidated of a publicly held corporation), the Proposer is required to submit financial information for the portion of the company that is proposing at the Airport.

If this is a new partnership or joint venture, submit a financial statement for each business entity of the partnership or joint venture. Also, include an interim balance sheet and income statement of any significant financial events occurring subsequent to the closing date of the most recent financial statements. The person or entities submitting the financial information must be prepared to substantiate all information provided.

D2. Proposed Capital Investment Form

Using Project Capital Cost Analysis (Form D), please specify the amounts pledged for the initial capital investment. These amounts must not include personal property and/or expendables, (i.e., expenditures or expenses associated with the sales or marketing of the project or food and beverage location, including, but not limited to, brochures, business cards or other collateral materials), or ordinary maintenance expenses. Submit financial plans and indicate the sources(s) of funds to be used for space improvements and working capital.

D3. Estimate of Income, Transaction Volume, and Cash Flow

Using the Proforma Statement (Form E) the Proposer must provide proforma income statements, which provide the Proposer's projected gross sales and expenses for the location being proposed on. The proforma will be evaluated by TAIT in terms of reasonableness, demonstrated understanding of the proposed contract, viability of the proposed operation and financial offer, and ability to fund the continued operation of the program.

Proposer must identify and explain, in writing, the specific assumptions under which Proposer has developed projections. Include comparable sales on which the projections were based. Include the size and location of all comparables. Proposers must also substantiate assumption variances not recognized as industry standards. (Attach information, annotating and cross-referencing the Proforma).

D4. Business References

Using the Business Reference Form (Form F) list four persons/firms (such as airports, collaborators, lenders, vendors) with whom the Proposer has conducted business during the past three years. At least two of the references named are to have knowledge of the Proposer’s credit history.


Tab E - Concept Vision Statement

E1. Proposer Vision for the Space

This section provides the opportunity for the Proposer to describe its overall vision for the concept and how it will meet the Airport’s strategic goal of exceeding customer expectations. As applicable, Proposer discussion points in this section could include the following:

a) The rationale and justification for selecting the proposed concept and how the concept will enhance the overall program in creating a “sense of place”, appeal to the traveling public, and enhance revenues by maximizing sales.

b) Demonstrate an understanding of local and national market retailing trends, as well as trends in airports and travel hubs, and how those trends will be integrated into the concept.

c) In the event that Proposer wishes to suggest alternates to TAIT’s suggested concept for the location, please provide information supporting the recommendation.

E2. Menu

Proposers must submit proposed menus. This submittal must include all products proposed to be sold at the leased location. The menus must include product types and brand names if applicable, size, if applicable, and price. Please note that all prices must adhere to the Airport's pricing policy as stated in the Exemplar Lease Agreement.

E3. Management and Operations Overview (20 pages maximum)

This section provides the opportunity for Proposers to clearly communicate why they are the best operators for the proposed locations, and to demonstrate their ability to develop and manage the concessions.

a) Provide a copy of rules and regulations and operations standards, policies and procedures, and other operational requirements;

b) Describe customer service standards and initiatives by type of location, as well as customer service training programs for proprietary concepts, and sub-tenants. Provide a summary of how these standards are effective at other locales.

c) Provide your methodology for soliciting customer feedback, and resolving complaints.

d) Provide routine procedures to evaluate customer service levels and productivity; include examples of how certain techniques/initiatives or mystery shoppers are used.

e) Provide a statement of what the guaranteed level of service will be. Specifically provide the service/delivery times for food and beverages;

f) Describe routine procedures and programs for maintaining the offering standards to the highest levels, including, but not limited to cleanliness of the location, cleanliness of fixtures, and the orderly display of merchandise, if applicable;

g) Provide your proposed hours of operation. While it is not necessary to be specific (e.g. 6:00 a.m. to 10:00 p.m.), please indicate the most appropriate hours in relation to flight activity. Please also provide information on how the operations will be managed if the last flights of the day are delayed.

h) Provide an overview of merchandising or display maintenance. Indicate who is responsible for maintaining all visual displays and product displays and how often these displays are changed;

i) List other additional services that will be offered to customers.


j) Provide information regarding the marketing and promotion of concessions to airport customers.

k) Provide information detailing how the Proposer will address concession program facilities maintenance issues in both the common areas and the individual concession unit.

l) Provide an overview of the proposed concession program property management plan including day-to-day management approach, reporting, communications, compliance coordination, etc.

E4. Licensing

Please provide an affirmation that Proposer is aware of the requirements of the applicable licensing authority(s) (including liquor licenses, if applicable) concerning licenses and permits required to operate concessions at the Airport. Affirm that the Proposer knows of no reason why such licenses and permits would be denied or that it would be unable to secure such licenses or permits.

Tab F - Staffing

This is an appropriate section for Proposers to explain their understanding of the differences between on- and off-airport operations, particularly if their on-airport experience is limited. Please include the following:

a) An organizational chart specific to TUL operations, noting decision-making responsibilities, and lines of supervision from headquarters to regional (if applicable) to local operations;

b) The proposed staffing requirements, pre- and post-opening with a detailed list of the duties and responsibilities of each job position;

c) Staffing levels and schedule to illustrate proposed coverage of operating hours;

d) Emergency operations staffing procedures;

e) Specifically point out any activities that will be performed off-site (i.e., at a corporate headquarters or regional office) or by a third-party provider;

f) Labor and training practices: Provide the following information regarding the labor and training practices which will be used for employees at the Airport:

i. Provide a summary of customer service training techniques. ii. Provide an employee handbook, if any; iii. Briefly describe recruiting techniques and sources of management and non-

management labor; iv. Briefly describe employee retention programs; v. Briefly describe any motivation programs or incentives Proposer has in place for

employees.

Tab G - Facility Design and Construction Coordination and Transition (20 page maximum)

G1. Facility Design

This section provides the opportunity for the Proposer to describe its overall design vision for the concept. As applicable, Proposer discussion points in this section should include the following:

a) The Proposer should describe the overarching image for the location and provide justification for space planning and should account for all space assigned to the food and beverage offering, including:


i. Facility descriptions should describe the overall look and feel of the location; the overall floor plan, customer flow within the space (if applicable), as well as planned materials and finishes of the interior, exterior and furnishings. Detailed design plans will not be required until after execution of the Lease Agreement.

b) The design of the location should take into account that most customers will have luggage, briefcases, and other carry-on items. Attention should be given to ease of movement between fixtures, tables, and customer-friendly checkout centers.

c) Proposers shall submit a narrative description and representative samples of interior and exterior drawings or photographs of the proposed capital improvements to be made to the leased location and the dominant design theme in sufficient detail to enable evaluation of the quality and design of the proposed improvements.

d) Proposer should identify the in-house architectural capabilities or any architectural design teams to be used, specifying prior experience in the design and design review of airport, shopping and dining facilities with photographs attached.

e) Proposers are encouraged to develop a fresh, healthy option for TUL passengers, which will also not require the concourse roof to be penetrated for ventilation.

Tab H - Airport Concession Disadvantaged Business Enterprises

The Airport Concession Disadvantaged Business Enterprises (ACDBEs) Form (Form H) must be signed by the Proposer providing the level of dedicated ACDBE business that Proposers must provide during the life of the Agreement. Additionally, the Proposer shall submit within seven calendar days after the proposal submission an ACDBE Participation Plan (Form I) that identifies the names of Proposer’s ACDBE participants, indicating each participant’s relationship with the respondent (e.g., subtenant, joint venture partner, supplier, etc.). Clearly indicate the level of participation and describe the role of each ACDBE partner in the development, management, and operation of the planned concessions program. Please provide the level of financial participation toward the capital investment.

The minimum acceptable rate of participation shall be: 5.2% for food and beverage; however, it is TAIT’s preference that this offering be fully managed by an ACDBE certified operator.

PLEASE NOTE THAT SUBMISSION OF AN APPLICATION FOR ACDBE CERTIFICATION BY A PROSPECTIVE ACDBE PARTICPANT, IN THE ABSENCE OF OTHER EFFORTS, DOES NOT CONSTITUTE GOOD FAITH EFFORTS AS DESCRIBED HEREIN.


4 EVALUATION AND SELECTION

4.1 EVALUATION

Each proposal will receive an initial administrative review to determine the extent to which the minimum criteria and submittal requirements have been met. Those Proposals not meeting the minimum criteria may be rejected as non-compliant and not reviewed. TAIT, in its sole discretion, may waive any inconsistency or omission. Those Proposals meeting or exceeding the minimum criteria and submittal requirements will be submitted to and evaluated by an evaluation committee.

Evaluation criteria have been established based, in part, upon the goals and objectives as outlined in this RFP. The selection process will include a detailed evaluation of how well the proposals meet the goals and objectives as well as the criteria in the decision categories listed below. The decision categories listed below are not of equal value or decision weight nor are they necessarily ranked in order of importance.

Evaluation Criteria % of Total

Points

Proposer’s experience and qualifications 20%

Management, staffing and operations, including customer service 20%

Concept vision 20%

Financial capacity to perform 15%

Facility design and capital investment 15%

Financial Proposal (to be evaluated on the MAG) 10%

Total 100%

Each proposal will be reviewed and awarded on their own separate merits.

Proposers may be required to make an oral presentation to Evaluation Committee members, though not all Proposers submitting a written proposal may be asked to present an oral presentation. This presentation will be to explain the concept, design, and business aspects of their proposal and to respond to questions from the Evaluation Committee.

The Airport also reserves the right to request a "best and final" offer, and reserves the right to negotiate certain aspects of the proposal.

All information submitted in responses will be reviewed and included in the evaluation process, including oral presentations and best and final offers.

4.2 SELECTION PROCESS

TAIT may create a sub-committee that will act as the Evaluation Committee for selecting a Proposer under this solicitation. The Evaluation Committee will, after reviewing all proposals, make a recommendation to the Board of Trustees.


The Board of Trustees will review the recommendation for award at a regular meeting of the TAIT Board. The Board of Trustees will take under review the recommendation of the Evaluation Committee and will be responsible for the final decision.

After the Board of Trustees makes a final decision, all Proposers will be notified of the award.

4.2.1 ACCEPTANCE/REJECTION OF PROPOSAL

A Lease Agreements may be awarded to the Proposer whose Proposal\ most closely satisfy the needs of TAIT and is/are deemed to be most advantageous to TAIT. TAIT also reserves the right to waive any informality or irregularity in any proposal. TAIT will select the Proposer which TAIT, in its sole discretion, deems to be in the best interest of TAIT.

TAIT reserves the right to reject any and all Proposals or portions thereof received in response to this RFP, and thereafter reissue the RFP again. Additionally, TAIT may, for any reason, decide not to award a Lease Agreement as a result of this RFP.

TAIT may reject a proposal if:

Any of the RFP forms are left blank or are materially altered;

Any document or item required for submittal is incomplete, improperly executed, indefinite, ambiguous, or omitted;

Irregularities of any kind exist that render the proposal incomplete, indefinite, or ambiguous;

Exceptions or modifications are made by the Proposer to the terms of this RFP and/or any terms or conditions of the Exemplar Lease Agreement.


5 GENERAL CONDITIONS AND INSTRUCTION

5.1 PROPOSERS TO MAKE OWN INVESTIGATIONS AND PROJECTIONS

This RFP has been designed so Proposers can follow a step-by-step process from proposal preparation, to submittal, to evaluation and award. Although TAIT believes its information on historical data, statistics, etc., to be accurate, TAIT cannot guarantee the accuracy of such information, and Proposers should investigate such matters to their own satisfaction and make their own projections. Proposers may not rely on any implied representations or warranties (the existence of which are hereby disclaimed), or the accuracy of any projections or other information provided in connection with this RFP. Proposers should make independent and expert investigation and evaluation of all information provided in connection with this RFP. Although TAIT has provided information related to possible future levels of enplanements and operations, such information is provided solely to assist the Proposer. TAIT makes no guarantee, warranty or other assurance as to the levels of future activity.

Each Proposer is responsible for making all investigations and examinations necessary to submit a proposal to operate the food and beverage concession operation at the Airport. Failure to do so will not waive any condition of the Lease Agreement. Submission of a proposal shall be considered evidence that the Proposer has made such investigations and examinations.

5.2 CONSEQUENCES OF SUBMISSION OF PROPOSAL

The successful Proposer shall be required, within fifteen (15) business days after the receipt of a notice of contract award, to execute and return the Lease Agreement as negotiated, as well as any required insurance documentation and performance guarantees. Should the successful Proposer fail to execute and return the Agreement, insurance and guarantee within the time allowed, the Chief Executive Officer may proceed to complete negotiations with the next highest ranked Proposer and the Board of Trustees will rescind the earlier award and reward the Contract at a later meeting, and retain as liquidated damages the required bid deposit.

An agreement shall not be binding or valid with TAIT unless and until it is approved by TAIT and properly executed by TAIT and the Proposer. TAIT reserves the right to revise or postpone any of the Proposals and award schedule dates contained in this RFP.

5.2.1 EXAMINATION OF PROPOSAL MATERIALS

The submission of a proposal shall be deemed a representation and certification by the Proposer that it has investigated all relevant conditions, facts, circumstances, procedures, requirements, and aspects associated with this RFP, and that it has read and understands the RFP and the included Exemplar Lease Agreement.

Each Proposer is responsible for reviewing the RFP upon receipt to ensure possession of all necessary documents. If certain required documents are missing from the RFP the Proposer should immediately contact the Airport at 918-838-5000 to obtain a complete package.

Upon submittal of a proposal, it will be presumed that the Proposer has read and is familiar with all the RFP documents. Therefore, after receipt of a proposal by TAIT, no request for modification of the proposal and no claim for adjustment of any provisions of the RFP, unless requested by TAIT during any subsequent negotiation process, shall be honored, regardless of any claim by a Proposer that it was not fully informed as to any fact or condition.

5.2.2 INTERPRETATION OF PROPOSAL DOCUMENT

If discrepancies or omissions are found by any prospective Proposer, or if there is doubt as to the meaning of any part of this RFP, prospective Proposers may submit written requests for clarification or


interpretation to TAIT at the address given in Section 1.6, “Hard Copies of RFP”, of this document. Questions must be submitted to TAIT by the “RFP Questions Due” deadline given in the table in Section 1.5.

Any clarification or interpretation of the RFP will be made in writing by TAIT, as part of the addendum and will be emailed to the Proposer’s registered representative. TAIT is not responsible for any explanation, clarification, interpretation, or approval made or given in any manner except by addendum.

If any language in this RFP conflicts or is inconsistent with the language of the Exemplar Lease Agreement, the terms of the Exemplar Lease Agreement will govern.

5.3 DISQUALIFICATION

Factors such as, but not limited to the following, may disqualify a Proposer without further consideration:

Any attempt to exert undue influence on members of the Evaluation Committee and/or TAIT staff,

including any member of the Board of Trustees;

A Proposer’s default in the operation of a food, beverage, or retail concession which resulted in the

termination of the Proposer or the default of a joint venture or partner;

Existence of any unresolved litigation between the Proposer and TAIT;

Any offering of a gift to TAIT and/or its representative, in contravention of TAIT’s Ethics policy or

state laws;

The default of a joint venture partner, individual partner, or shareholder in any concession, may be

considered a default of Proposer under this section, if such defaulting entity or person has ownership

interest in Proposer;

Oral or written communications with any TAIT Board Member or TAIT employee in violation of

the Limitation on Communications as provided in Section 1.7.

5.4 SUBLEASES, JOINT VENTURE, PARTNERSHIPS, ETC.

TAIT reserves the right to deny or consent to any subleases, joint ventures, partnerships, or other contractual agreements entered into by Proposer and any third party in connection with the Proposer’s concession operations at the Airport.

5.5 RESPONSE PREPARATION COSTS

Neither TAIT nor its representatives shall be liable for any expenses incurred in connection with the preparation of a response to this RFP. Proposer understands that this RFP does not constitute an agreement or a contract between the Proposer and TAIT.

5.6 INSURANCE

Prior to starting any work or operations under the Exemplar Lease Agreement, selected Proposers, at their sole cost and expense and for the full term of the Agreements and all extensions thereof, shall obtain and maintain insurance against claims for injuries to persons or damages to property which may arise from or in connection with the activities of Proposers. Such insurance shall meet or exceed the minimum insurance requirements set forth in the attached Exemplar Lease Agreement. TAIT shall not be obligated to take out insurance on selected Proposers’ property. Selected Proposers shall provide TAIT with certificates of insurance or copies of all policies and such endorsements as may be required by TAIT.


5.7 SPECIAL CONDITIONS

It is important for Proposers to note that the TUL operating environment presents a set of unique challenges that do not exist in a typical retail setting.

The TUL customer has a limited amount of time to spend in the airport and must be served quickly;

Facilities must be open 365 days a year with operating hours (as established by TAIT) and staffing levels adequate for both the hourly and seasonal peaks in passenger traffic;

Major flight delays, generally weather related, are not uncommon. TUL is affected not only by local weather, but by weather in other parts of the world served by our carriers. This could result in a significant population of restless travelers at TUL at unusual hours. The concession operations plan must be flexible enough to provide extended hours and additional staff to accommodate the additional business and customer service opportunities these delays afford.

Proposers must schedule deliveries for times that do not conflict with TUL’s peak traffic times. All deliveries must unload at an area designated by the Airport. The selected Proposers will be responsible for arranging transportation of the merchandise to the storage areas and coordination of any security checks;

All goods and merchandise entering the airside will be screened;

The Airport is a non-smoking facility;

Customers are primarily airline passengers, many traveling with carry-on luggage. To attract these customers, designs and displays must clearly accommodate passengers carrying luggage while avoiding creating safety hazards;

Each employee of the tenant is an ambassador for the Airport and Tulsa. Training is essential and must be conducted under mandate by TAIT. Training, at minimum, should include knowledge of the terminal areas and other services available to travelers;

Construction of the lease location may be subject to moratoriums or constraints due to terminal building construction.


6 PROPOSAL FORMS

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FORM A: PROPOSAL ACKNOWLEDGEMENT

TULSA INTERATIONAL AIRPORT

The Proposer acknowledges that he/she has carefully examined the RFP, the attached draft Exemplar Lease Agreement, and the subject locations for the proposed Airport concession(s).

The Proposer accepts all of the terms and conditions of the RFP, including the Exemplar Lease Agreement.

The Proposer acknowledges that if his/her proposal is accepted, he/she will contract with TAIT pursuant to the attached Exemplar Lease Agreement within fifteen (15) business days of receiving the tendered Lease Agreement from TAIT, or the proposal deposit will be forfeited and the next highest rated Proposer awarded the respective package of space.

I affirm that all of the facts set forth in the proposal are true and correct and that all projections are based on good faith estimates.

I also affirm that this company, corporation, firm, partnership, or individual has not prepared this proposal in collusion with any other Proposer; I also affirm that the contents of this proposal as to rent, terms, or conditions have not been communicated by the undersigned, nor by any employee or agent of the undersigned, to any other Proposer nor to any other person(s) engaged in this type of business prior to the official opening of the proposal.

Name of Proposer: _______________________________________

Signature of Authorized Person: _______________________________________

Printed Name of Authorized Person: _______________________________________

Title: _______________________________________

Business Address of Proposer: _______________________________________

_______________________________________

_______________________________________

Business Phone: _______________________________________

Business Fax: _______________________________________

Email Address: _______________________________________

Date: _______________________________________


FORM B: MAG AND PERCENTAGE FEE

TULSA INTERNATIONAL AIRPORT

Proposers will pay rent to TAIT in accordance with the Exemplar Lease Agreement attached to this RFP as Exhibit B. Monthly rent consists of the greater of the Minimum Monthly Guaranteed Rent or the Percentage Rent. All Proposed MAGs should be shown in US dollars. Percentage Fees have been established and are provided below. Proposers are to indicate their proposed MAG.

Percentage Fees: The TAIT has established percentage fees, on a per-location basis, as follows:

Food and Beverage Locations

All Table Service locations: 10% for food and beverages excluding alcohol, and 15% for alcohol

All Quick Serve, Take-Away, and Coffee/Café Service: 13% for food and beverages excluding alcohol, and 14% for alcohol

All Bar locations: 10% for food and beverage, excluding alcohol and 15% for alcohol

Minimum Annual Guarantee (MAG): Proposed by Proposer.

Food and Beverage Package Proposed MAG $ ______________

Concession Marketing Fee: 0.5% of Gross Sales Annual Adjustments to MAG: At no time shall the MAG be lower than the previous year’s.


FORM C: SALES AND REVENUE PROJECTIONS

TULSA INTERNATIONAL AIRPORT Proposers must provide a good faith estimate of the expected annual gross revenues (sales) and rent revenue to TAIT to be derived from the proposed operations. Proposers must clearly state the major assumptions used in developing the sales forecasts. Gross revenues (sales) must include the following less sales tax, if any:

a. Gross revenues (sales) or earnings earned from the use of the leased location; b. Gross sales in which orders or contracts of sales arise from the location, other than the leased

locations but whose deliveries are effected or whose services are rendered by the successful Proposer at the leased premises; and

c. Any fee, tax or commission included in the selling prices or paid by the buyer. First Year of Operation: Concept: _________________________ Projected Annual Gross Revenues: ________________________ Year 1 MAG: ________________________________ Assumptions:


FORM D: PROJECT CAPITAL COST ANALYSIS


The selected Proposers are required to make a capital investment in the offered space for the fabrication and installation of the food and beverage concession. Please itemize your estimated costs and working capital for the location.

If Proposer is a partnership, joint venture, or otherwise, indicate the percentage of equity or borrowings that each partner will provide.

Use the following format. Attach additional sheets to provide Project Capital Cost Analysis. Provide financial figures in US dollars.

Concept: __________________________________

Value in US

Dollars

A. Planning and Development (Architectural and Engineering) Fees

B. Leasehold Improvements

C. Furniture, Fixtures, & Equipment

D. Total Terminal Improvements (A + B + C)

E. Working Capital

F. Reserve/Contingency

G. Other (please specify)

H. Total Other Capital Costs (E + F + G)

I. Total Estimated Project Capital Cost (D + H)

J. Debt

K. Equity

L. Other (please specify)

M. Total Funding (J + K + L)

Cost / Funding CategoryTerminal Improvements and Furniture, Fixtures, & Equipment

Other Capital Costs:

Total Project Cost:

Sources of Funding:

Values in lines I and M should be identical.


FORM E: PROFORMA STATEMENT

TULSA INTERNATIONAL AIRPORT Proposers are instructed to complete Form E for the offered space for the first full operational year, estimated to be _________________________.


FORM F: BUSINESS REFERENCES


List four (4) persons/firms (such as airports, collaborators, lenders, vendors) with whom you have conducted business transactions during the past three (3) years. At least two of the references named are to have knowledge of your credit history. References can be for individuals comprising the proposing entity or the proposing entity itself.

Business Reference No. 1 Name: ______________________________________________________

Title: ______________________________________________________

Firm: ______________________________________________________

Address: ______________________________________________________

______________________________________________________

______________________________________________________

______________________________________________________

Telephone: _______________________________________

Fax: _______________________________________

Email Address: _______________________________________



Title: ______________________________________________________

Firm: ______________________________________________________

Address: ______________________________________________________

______________________________________________________

______________________________________________________

______________________________________________________

Telephone: _______________________________________

Fax: _______________________________________

Email Address: _______________________________________


Title: ______________________________________________________

Firm: ______________________________________________________

Address: ______________________________________________________

______________________________________________________

______________________________________________________

______________________________________________________

Telephone: _______________________________________

Fax: _______________________________________

Email Address: _______________________________________



Title: ______________________________________________________

Firm: ______________________________________________________

Address: ______________________________________________________

______________________________________________________

______________________________________________________

______________________________________________________

Telephone: _______________________________________

Fax: _______________________________________

Email Address: _______________________________________


FORM G: HISTORICAL SALES

TULSA INTERNATIONAL

Venue Contract Location

Start Date and End Date # of Units

Total Space (SF)

Annual Gross Revenue (Sales)

Year of Annual Gross Revenue

Enplanements for last year (if applicable)

1 2 3 4 5 6 7 8 9 10

Venue Contact Name Title Telephone # Email Address 1 2 3 4 5 6 7 8 9 10


FORM H: AIRPORT CONCESSION DISADVANTAGED BUSINESS ENTERPRISES (ACDBES) COMMITMENT FORM

TULSA INTERNATIONAL

The minimum ACDBE goal for the total Food and Beverage concession at Tulsa International Airport is 5.2%. NOTE: TAIT will only credit ACDBE participation that is certified by the Oklahoma UCP at time of proposal submission. The undersigned bidder/offeror has satisfied the requirements of the bid/proposal specification in the following manner (please check the appropriate space): _____ The bidder/offeror is committed to a minimum of 5.2% ACDBE utilization on the Food and Beverage contract. _____The bidder/offeror is unable to meet the contract goals and has submitted documentation demonstrating good faith efforts. _____________________________________ Proposing Firm Name _____________________________________ Signature _____________________________________ Title


FORM I: ACDBE LETTER OF INTENT Provide a completed form for all ACDBE participants expected in this project. This form must be submitted within seven calendar days of proposal due date. Name of Bidder’s firm (prime contractor): Project Name: DBE Commitment: % Name of ACDBE firm: Address: City: _____________________________ State: _______ Zip: Contact Name: Telephone: Description of work to be performed and/or goods or services to be supplied by ACDBE firm: The bidder/offeror is committed to utilizing the above-named ACDBE firm for the work described above. Affirmation The above-named ACDBE firm affirms that it will perform the portion of the contract as stated above. By _____________________________ __________________________ (Signature) (Title) If the bidder/offeror does not receive award of the prime contract, any and all representations in this Letter of Intent and Affirmation shall be null and void.


FORM J: NONCOLLUSION AFFIDAVIT STATE OF OKLAHOMA ) ss. COUNTY OF ___________________) _______________________________, of lawful age, being first duly sworn, on oath says that s(he) is the agent authorized by the Proposer to submit the attached Proposal. Affiant further states that the Proposer has not been a party to any collusion or communication among Proposers in restraint of freedom of competition by agreement to propose at a fixed price, or upon fixed terms and conditions, or to refrain from submitting a Proposal. Affiant further states that the Proposer has not been a party to any collusion or communication with any official or employee of the Tulsa Airports Improvement Trust (“TAIT”), the Tulsa Airport Authority (“Authority”) or the City of Tulsa, Oklahoma (“City”) so as to fix the price or any other terms or provisions of the said Proposal. Affiant further states that the Proposer has not paid, given, or donated or agreed to pay, give or donate to any officer or employee of TAIT, the Authority or the City any money or other thing of value, either directly or indirectly, for special consideration in the letting of this Agreement.

_____________________________ Signature _____________________________ Title Subscribed and sworn to before me this ____ day of _____________, 2019. _____________________________ Notary Public My Commission expires: _________________________


7 EXHIBITS

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EXHIBIT B: EXEMPLAR LEASE AGREEMENT


F__‐___

TULSA AIRPORTS IMPROVEMENT TRUST

Food & Beverage

Concession and Lease Agreement

Tulsa International Airport

By and Between

Tulsa Airports Improvement Trust a public trust organized under the laws of the State of Oklahoma

“TAIT”

and

_______________

“CONCESSIONAIRE”

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TableofContents

RECITALS ....................................................................................................................................................... 1

ARTICLE I ‐ Definitions ................................................................................................................................... 1

Section 1.1 Definitions ......................................................................................................................... 1

Section 1.2 Rules of Construction ............................................................................................................. 3

ARTICLE II ‐ Term, Benchmark, Dates ........................................................................................................... 4

Section 2.1 Possession Date ................................................................................................................ 4

Section 2.2 Term of Concession Agreement ............................................................................................. 5

ARTICLE III‐ Use and Lease ............................................................................................................................ 5

Section 3.1 Leased Premises ..................................................................................................................... 5

Section 3.2 Extent of Leasehold ................................................................................................................ 6

Section 3.3 Relocation, Expansion, Contraction. ...................................................................................... 6

Section 3.4 Re‐measurement of Leased Premises .................................................................................... 8

Section 3.5 Changes to Airport ................................................................................................................. 8

Section 3.6 Common Areas ....................................................................................................................... 9

ARTICLE IV – Grant of Concession Privilege; Uses and Reservations ............................................................ 9

Section 4.1 Concession Rights Granted .................................................................................................... 9

Section 4.2 Operational Assurances and Requirements ......................................................................... 10

Section 4.3 No Joint Venture or Partnership .......................................................................................... 11

Section 4.4 Termination of Agreement for Airport Purposes ................................................................. 12

Section 4.5 Quiet Enjoyment .................................................................................................................. 12

Section 4.6 Avigation Easement, Waiver and Release ........................................................................... 12

Section 4.7 Airport Security .................................................................................................................... 13

Section 4.8 Limitations on Signage ......................................................................................................... 14

ARTICLE V – Improvements, Alterations and Repairs ................................................................................. 14

Section 5.1 General ................................................................................................................................. 14

Section 5.2 TAIT's Construction Responsibility ....................................................................................... 14

Section 5.3 Improvements by Concessionaire ........................................................................................ 15

Section 5.4 Concessionaire's Improvement Financial Obligation ........................................................... 15

Section 5.5 Design of Improvements ‐ Plans and Specifications ............................................................ 16

Section 5.6 Equipment; Fixtures ............................................................................................................. 17

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ii

Section 5.7 Modifications ....................................................................................................................... 17

Section 5.8 Encumbrances on Leased Premises ..................................................................................... 17

Section 5.9 Title to Improvements and Alterations ................................................................................ 18

Section 5.10 Future Work ....................................................................................................................... 18

Section 5.11 Removal of Property .......................................................................................................... 18

Section 5.12 Repairs ................................................................................................................................ 18

Section 5.13 Damage to Leased Premises .............................................................................................. 19

Section 5.14 No Liens or Encumbrances ................................................................................................. 19

ARTICLE VI – Rents, Fees and Charges ........................................................................................................ 19

Section 6.1 Rentals .................................................................................................................................. 19

Section 6.2 Additional Fees and Charges ............................................................................................... 20

Section 6.3 Discounts .............................................................................................................................. 21

Section 6.4 Recording of Gross Revenues and Handling of Cash ........................................................... 21

Section 6.5 Monthly Statements and Payments .................................................................................... 21

Section 6.6 Late Payments or Monthly Statements ............................................................................... 23

Section 6.6.1 Delinquent Rent Payment ................................................................................................. 23

Section 6.6.2 Delinquent Monthly Statement ........................................................................................ 23

Section 6.6.3 Returned Checks ............................................................................................................... 23

Section 6.7 Financial Accountability ....................................................................................................... 23

Section 6.8 Obligations of Concessionaire Hereunder are Unconditional ............................................. 24

Section 6.9 Maintenance, Inspection and Audit of Books, Records and Equipment ............................. 24

Section 6.9.1 Fiscal Records .................................................................................................................... 24

Section 6.9.2 Audits ................................................................................................................................ 24

Section 6.10 Annual Statement .............................................................................................................. 25

Section 6.11 Sales or Use Taxes .............................................................................................................. 25

Section 6.11.1.......................................................................................................................................... 25

Section 6.11.2.......................................................................................................................................... 25

Section 6.12 Landlord's Lien ................................................................................................................... 25

Section 6.13 Security Assurances ............................................................................................................ 25

Section 6.14 Obligations in Connection with Percentage Fees and Charges .......................................... 26

Section 6.15 Accord and Satisfaction ...................................................................................................... 26

ARTICLE VII – Concession Performance and Service Standards .................................................................. 26

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iii

Section 7.1 Operation of Concessions ‐ General .................................................................................... 26

Section 7.2 Concessionaire Operating Standards ‐ Specific .................................................................... 27

Section 7.3 Sanctions ‐ Violation of Operating Standards ...................................................................... 30

Section 7.4 Deliverers and Vendors Access ............................................................................................ 31

Section 7.5 Transportation within Terminal. .......................................................................................... 31

ARTICLE VIII – Maintenance and Care of Leased Premises ......................................................................... 32

Section 8.1 Maintenance and Care of Leased Premises ......................................................................... 32

Section 8.2 Utilities ................................................................................................................................. 32

Section 8.3 High Traffic Areas Refurbishment: Overall Refurbishment .................................................. 32

Section 8.4 Repairs, Replacements and Remodeling ............................................................................. 32

Section 8.5 Failure to Maintain or Repair .............................................................................................. 33

Section 8.6 Hazards, Potential Hazards, Nuisance, or Annoyance ........................................................ 33

Section 8.7 Damage Caused to Other Property ..................................................................................... 33

ARTICLE IX – Casualty to Leased Premises, Indemnity, and Insurance ....................................................... 33

Section 9.1 Repair of Damaged or Casualty Affected Areas ................................................................... 33

Section 9.1.1 Liability for Loss ..................................................................................................................... 34

Section 9.2 Indemnity ‐ General ............................................................................................................. 34

Section 9.3 Insurance .............................................................................................................................. 35

Section 9.3.1 Waiver of Subrogation ...................................................................................................... 36

Section 9.3.2. Concessionaire's Risk ....................................................................................................... 36

Section 9.4 Regulated Substance Compliance and Indemnity................................................................ 37

Section 9.5 Survival of Provisions ........................................................................................................... 38

ARTICLE X – Governmental Requirements .................................................................................................. 38

Section 10.1 Governmental Requirements ‐ General ............................................................................. 38

Section 10.1.1 Compliance and Subordination to Governmental Agreements ...................................... 38

Section 10.1.2 Modifications required by U.S. Government .................................................................. 39

Section 10.2 No Liability for Exercise of Powers ..................................................................................... 39

Section 10.3 Nondiscrimination .............................................................................................................. 39

Section 10.4 Airport Concession Disadvantaged Business Enterprise .................................................... 41

Section 10.5 American's With Disabilities Act ........................................................................................ 43

Section 10.6 Open Records Act ............................................................................................................... 43

Section 10.7 Taxes and Other Governmental Charges ........................................................................... 43

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iv

Section 10.8 Domestication .................................................................................................................... 43

ARTICLE XI – Events of Default .................................................................................................................... 43

Section 11.1 Concessionaire Events of Default Defined ......................................................................... 43

Section 11.2 Remedies Upon Concessionaire's Default ......................................................................... 45

Section 11.3 Removal of Personalty ....................................................................................................... 45

Section 11.4 Event of Default by TAIT ..................................................................................................... 45

Section 11.5 Event of Default by TAIT, Concessionaire's Remedies ....................................................... 45

Section 11.6 Non‐Waiver ........................................................................................................................ 46

Section 11.7 Condemnation .................................................................................................................... 46

ARTICLE XII – Transfer of Interests .............................................................................................................. 46

Section 12.1 Assignments by TAIT .......................................................................................................... 46

Section 12.2 Assigning, Subletting and Encumbering ............................................................................. 46

ARTICLE XIII – Miscellaneous ...................................................................................................................... 47

Section 13.1 Concessionaire to Maintain its Legal Entity Existence ....................................................... 47

Section 13.2 Notices ............................................................................................................................... 47

Section 13.3 Severability ......................................................................................................................... 48

Section 13.4 Entire Agreement; Modification ........................................................................................ 48

Section 13.5 Execution of Counterparts ................................................................................................. 49

Section 13.6 Effect of Saturdays, Sundays and Legal Holidays ............................................................... 49

Section 13.7 Descriptive Headings; Table of Contents ........................................................................... 49

Section 13.8 Choice of Law; Enforcement .............................................................................................. 49

Section 13.9 Force Majeure .................................................................................................................... 49

Section 13.10 Construction/Interpretation of the Agreement/Reasonableness ................................... 49

Section 13.11 Consent Not Unreasonably Withheld .............................................................................. 50

Section 13.12 Waiver of Depreciation and Tax Credit ............................................................................ 50

Section 13.13 Nonwaiver of Rights ......................................................................................................... 50

Section 13.14 Non‐Liability of Individuals/Public Officials ..................................................................... 50

Section 13.15 Time of the Essence ......................................................................................................... 50

Section 13.16 Right of Inspection ‐ Access ............................................................................................. 50

Section 13.17 Recovery of Attorney's Fees and Costs ............................................................................ 50

Section 13.18 Binding Effect ................................................................................................................... 50

F__‐___

v

Exhibits A through E ................................................................................................................................ 54

................................................................................................................................................................ 55

F__‐___

vi

SummaryofLeaseProvisions

TAITCONTRACTNUMBER:F__‐____

1. TAIT Address

For Courier or Notice Delivery

Tulsa Airports Improvement Trust 7777 E. Apache St., Suite A217 Tulsa, Oklahoma 74115 Fax: 918‐838‐5199 For Notice Only: [email protected]

Or: P.O. Box 581838 Tulsa, OK 71458‐1838

TAIT Payments ONLY: Tulsa Airports Improvement Trust Department 598 Tulsa, Oklahoma 74182

2. Lessee Address for Notice and

Billing

____________________ ____________________

3. Term of Lease

a. Possession Date _____________________,

a. Effective Date _____________________,

b. Termination Date ____________________,

c. Term ‐ Extension Options

4. Premises Tulsa International Airport; (see also Exhibit A)

5. Rentals

Percentage Fee Food and Non‐Alcoholic Beverages – 13% Merchandise – 15% Tulsa‐based income from Advertising and Promotions – 25%

Minimum Annual Guarantee First year of the term – MAG waived Subsequent years ‐ eighty percent (80%) of the previous year’s percentage payments.

Annual Rental N/A

Monthly Rental (if applicable) N/A

F__‐___

1

FOOD&BEVERAGECONCESSIONLEASEAGREEMENT

THIS FOOD & BEVERAGE CONCESSION LEASE AGREEMENT ("Agreement") by and between the TULSA AIRPORTS IMPROVEMENT TRUST, an Oklahoma public trust, the beneficiary of which is the City of Tulsa (hereinafter referred to as "TAIT") as Lessor, and ____________, with its principal office located at _________________, (hereinafter referred to as "Concessionaire") as Lessee.

RECITALS

WHEREAS, the City leases the Airports to the Tulsa Airports Improvement Trust ("TAIT") pursuant to the terms of an Amended and Restated Lease Agreement between the City of Tulsa, Oklahoma and TAIT, effective as of January 1, 2014.

WHEREAS, the Amended and Restated Lease Agreement is in full force and effect through

December 31, 2023, or such later date on which all Bonds of the Trustees issued in connection with the Airports have been paid or provision for payment thereof has been made. The current maturity date of outstanding debt is June 1, 2045. The lease further provides that TAIT has the option to extend the Term of the Amended and Restated Lease Agreement for up to four (4) periods of ten (10) years each.

NOW THEREFORE, the parties intending to be legally bound by the terms and conditions of this

Agreement and in consideration of the foregoing and of the covenants and agreements of the Concessionaire hereinafter set forth, TAIT and Concessionaire hereby agree as follows:

ARTICLE I ‐ Definitions

Section 1.1 Definitions. Throughout this Agreement, the following words shall have the following meanings, respectively, unless the context clearly shall indicate some other meaning:

a) ACDBE means Airport Concession Disadvantaged Business Enterprise as defined in 49 CFR Part 23. ACDBE’s shall have the maximum opportunity to participate in the performance of contracts financed in whole or in part with federal funds under this Agreement. TAIT has developed and implemented an ACDBE program as required under Department of Transportation 49 CFR Part 23 and Part 26. The ACDBE program objective is to ensure full and fair access to concession opportunities for all businesses and in particular for ACDBE businesses. Contracts pertaining to the concession program at TUL are subject to the requirements of 49 CFR Part 23 and Part 26 and the Airport’s ACDBE Policy and Program requirements and contract provisions. The Airport’s ACDBE Liaison Officer (DBELO) is responsible for compliance with all aspects of the ACDBE program.

b) Agreement shall mean this Concession Lease Agreement by and between TAIT and

Concessionaire;

c) Agreement Year shall mean each twelve (12) month period or portion thereof commencing with the Term;

d) Airport means Tulsa International Airport;

e) Airports CEO shall mean the Airports President and Chief Executive Officer of the Tulsa Airports

Improvement Trust or his designated and authorized representative;

F__‐___

2

f) Airport Terminal Complex or "Terminal" shall mean the Airline Passenger Terminal Building and

its related concourses, leased to TAIT and located at the Airport, as the same may exist from time to time, and which are illustrated on Exhibit A

g) Authority means the Tulsa Airport Authority, a charter agency of the City of Tulsa;

h) Capital Improvement(s) means the (1) purchase of machinery or, equipment or trade fixtures; (2)

the planning, engineering, design and construction of new facilities; or (3) the performance of any extraordinary, non‐recurring major maintenance of existing facilities, which may be acquired, purchased or constructed by Concessionaire to improve, maintain or develop the Leased Premises or any portion thereof. Any single item is any single item which has the cost of Five Hundred Dollars ($500.00) or more and a useful life in excess of one (1) year;

i) City means the City of Tulsa, Oklahoma, a municipal corporation; j) Commencement Deadline Dates means the dates determined by TAIT that the individual unit

locations are scheduled to be open for operation. TAIT shall notify Concessionaire of such dates, but in no event shall such date be earlier than the expiration of the applicable Construction Period.

k) EPA means the United States Environmental Protection Agency and any federal, state or local

agency, or governmental entity, succeeding to, or being delegated with its jurisdiction, functions, or responsibilities;

l) FAA means the Federal Aviation Administration of the United States Department of

Transportation, or any department or agency succeeding to its jurisdiction or function;

m) FAR means Federal Aviation Regulations and shall include, but not be limited to, all regulations, policies, statements and directives promulgated or issued by the FAA;

n) Finishes means those improvements to the Leased Premises installed by Concessionaire, including

counters, partitions, carpeting, heating, ventilation, and air conditioning duct work and controls, ceilings, lighting and power fixtures, wiring, accessories and parts necessary to bring power to the Leased Premises;

o) Fiscal Year shall mean TAIT's fiscal year meaning the twelve (12) month period commencing July

1 and extending to June 30th of the following year;

p) Governmental Requirements means all federal, state and local laws, rules, regulations, policies and procedures, security plans, standards and rulings, including all amendments, now in effect or hereinafter enacted, as may be imposed by the FAA, TSA or any other governmental entity succeeding to the jurisdiction, functions, or responsibilities of either; TAIT, the Tulsa Airport Authority, the City of Tulsa, the State of Oklahoma, or other governmental entities authorized to enact rules, regulations, standards, or policies applicable to Lessee’s use of the Airport and operation/utilization of the Leased Premises and improvements thereon;

q) Gross Revenues as used in this Agreement shall mean all monies, receipts or other consideration

payable to the Concessionaire and all of Concessionaire's sublessees, subtenants and others doing business under this Agreement. These shall include all charges or other fees charged by

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Concessionaire and all subtenants, sublessees and others doing business under this Agreement on all sales made by said parties at all Airport locations whether for cash or credit without deduction for credit card discounts, whether the same shall be paid or unpaid. Gross Revenues shall also include any payments made to Concessionaire for advertising or promoting any products or trade name(s) or other licensing or merchandising of any nature from the Leased Premises. Gross Revenues shall exclude: (i) any sales tax or excise tax, stated separately and collected from the customer for remittance to a governmental taxing authority; (ii) any exchange of merchandise between stores or locations of Concessionaire where such exchange is made solely for the convenient operation of Concessionaire's business and not for the purpose of consummating a sale made in, at or from the Leased Premises or for the purpose of depriving TAIT of the benefit of sales revenue which would otherwise be made in or at the Leased Premises; (iii) returns to shippers or manufacturers; (iv) cash or credit refunds made by Concessionaire, its sublessees, subtenants or others doing business under this Agreement to customers on transactions (not to exceed the actual selling price of the item returned) otherwise included in Gross Revenues; and (v) all Airport employee discounts.

r) Improvements shall mean any item or improvements (excluding trade fixtures owned by

Concessionaire) which are affixed to the Leased Premises or affixed to any improvement thereto and which cannot be removed without damage or injury to the Leased Premises or any other improvements;

s) Leased Premises means the premises leased by Concessionaire from TAIT or allocated to

Concessionaire by TAIT under this Agreement, as may be more fully described and illustrated on Exhibit B;

t) Minimum Annual Guarantee ("MAG") shall refer to the minimum amount of annual rental that

should be paid by Concessionaire to TAIT, subject to each and every term and condition of this Agreement;

u) Percentage Fee shall mean the sum of the specified percentage of gross revenues which Concessionaire must pay from the sale of the items, as set forth in Section 6.1.B

v) Project shall mean the development, design and construction of a Capital Improvement;

w) Property shall include anything of material value that is real, personal, tangible or intangible;

x) TAIT shall mean the Tulsa Airports Improvement Trust, an Oklahoma public trust, the beneficiary

of which is the City of Tulsa;

y) Term means the period of time that this Agreement shall be in effect, as set forth in Section 2.1 hereof ; and

z) TSA shall mean the Transportation Security Administration of the United States Department of

Homeland Security, or any department or agency succeeding to its jurisdiction or function responsible for providing personnel and equipment to screen passengers, baggage and goods at the Airport and enforcing federal transportation security regulations.

Section 1.2 Rules of Construction. Throughout this Agreement, unless the context clearly shall

require otherwise:

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(a) The singular includes the plural and vice versa;

(b) The words "and" and "or" shall be both conjunctive and disjunctive;

(c) The words "hereby", "herein", "hereof", "hereto" and "hereunder" and any similar terms used

in this Agreement refer to this Agreement;

(d) The words "all" and "any" mean "any and all";

(e) The word "including" shall not mean in a limiting nature, but shall be construed to mean "including without limitation";

(f) The word "he" or any other masculine pronoun includes any individual regardless of gender;

(g) Words denoting persons shall include firms, associations, partnerships, limited liability corporations, limited liability partnerships, trusts, corporations and other legal entities, including public bodies, as well as natural persons.

(h) Reference to any attachments or exhibits shall mean exhibits attached to this Agreement which shall be deemed incorporated fully by reference and made an integral part of this Agreement; and

(i) Any headings preceding the text of the Articles, and Sections of this Agreement and any Table of Contents or marginal notes appended to notes hereof shall be solely for convenience of reference and shall not constitute a part of this Agreement, nor shall they affect the meaning, construction, interpretation or effect of this Agreement.

(j) Reference to articles or sections respectively shall mean articles or sections of this Agreement.

ARTICLE II ‐ Term, Benchmark, Dates

Section 2.1 Possession Date. Concessionaire shall (a) take possession of the Leased Premises

on the Possession Date of ________, 2019, or such date that TAIT makes the Leased Premises available to Concessionaire (the “Possession Date”), (b) cause the Leased Premises improvements (the "Improvements") to be completed within Ninety (90) days after the Possession Date and receipt of local permits (the “Construction Period”), and (c) cause the Leased Premises to be open for business on or before the expiration of the Construction Period.

In the event that TAIT is not able to deliver the Premises, on or before _______, 2019, then TAIT

shall notify Concessionaire of the new estimated Possession Date in writing fourteen (14) days prior to new Possession Date.

In the event that the Leased Premises are not open for business on or before the end of the

Construction Period, TAIT will incur substantial damages, the exact nature and amount of which are difficult to determine. Accordingly, Concessionaire hereby specifically agrees that for each calendar day after the Construction Period and until the day on which Concessionaire opens the Leased Premises for business unless the delay is caused solely by TAIT, Concessionaire shall pay to TAIT Five Hundred Dollars ($500.00) per day per unit location which is not open for business as liquidated damages for

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Concessionaire’s delay in opening the Leased Premises in addition to all other rents, fees and charges hereinafter provided. The parties hereto have agreed that this amount of liquidated damages represents a reasonable and fair approximation of the damages to be suffered by TAIT if the Concessionaire fails to open the Leased Premises on or before the Commencement Deadline Date. If the Concessionaire has not commenced operations of at least fifty (50%) of the unit locations on the date which is fifteen (15) calendar days after the Commencement Deadline Date, TAIT shall have the right to terminate this Agreement.

Section 2.2 Term of Concession Agreement. The Term of this Agreement shall commence at

12:01 a.m. on the Possession Date and shall continue for five (5) years from the date that the designated food and beverage location(s) in the Terminal and covered by this Agreement are open to the public as confirmed in writing by TAIT (the “Commencement Date”); provided, however, in no event shall the Commencement Date occur later than the expiration of the Construction Period with respect to the last location delivered to Concessionaire.

At the sole discretion of TAIT, the initial term may be extended for a maximum of an individual five‐year term starting on the day following the last day of the contractual term provided the extension is mutually agreed to by TAIT and Concessionaire in writing. To be eligible for an extension, the Concessionaire must be in good financial standing with TAIT, and the Concessionaire shall have spent and invested the minimum required amount so described in Section 5.4, part G. for all leased locations within 180 days of the exact mid‐point of its initial term.

Section 2.3 Holding Over. To provide continuous service to the air traveler and public, Concessionaire may, upon written request of TAIT, remain upon the Leased Premises and manage the operation of all concessions subject to this Agreement for up to a one hundred eighty (180) day period, as so requested by TAIT, after termination of this Agreement by expiration of the Term, cancellation or default. Upon the termination of this Agreement, through the passage of time or otherwise, Concessionaire, shall reasonably aid TAIT in transitioning the business of management of the operation of the facilities subject to this Agreement without interruption, between termination of this Agreement and commencement of operations by a new concessionaire.

In the event that Concessionaire, without request or objection by TAIT, shall continue to occupy the Leased Premises beyond the Term of this Agreement, such holding over shall not constitute a renewal of this Agreement, but shall be considered a month‐to‐month tenancy only incorporating all terms and conditions of this Agreement. The Concessionaire will continue to pay rentals using the adjusted Minimum Annual Guarantee and the payment structure defined in Article VI hereof. No such holdover shall be deemed to operate as renewal or extension of the Term. Such month‐to‐month tenancy may be terminated by TAIT or Concessionaire by giving thirty (30) days written notice of said termination to the other party at any time. Concessionaire will have no rights to renew or extend the Term of this Agreement except as provided herein.

ARTICLE III‐ Use and Lease

Section 3.1 Leased Premises. For and in consideration of the mutual promises hereof, TAIT hereby leases to Concessionaire 804 square feet, inclusive of storage and administrative offices, hereinafter called "Leased Premises." For purposes of this Agreement relating to Concessionaire's responsibilities, the Leased Premises shall mean the areas shown on Exhibit B where (a) the exact boundaries are deemed to be the center line of the wall separating the Leased Premises from the adjacent premises or the external Terminal wall and (b) with respect to the facade and/or wall on the front of the Leased Premises, separating the Leased Premises from the Terminal common areas, the exact boundary

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is deemed to be, (unless otherwise set forth herein), the external face of the facade and/or wall. The location of said areas is further detailed as follows:

Location Unit # Concept Area Sq. Ft.

Concourse A AC248 ________________ E 804

The area and location may from time to time be adjusted as hereinafter provided and

subsequently illustrated on a revised Exhibit B. Section 3.2 Extent of Leasehold. In accordance with the terms, conditions and covenants set

forth in this Agreement, TAIT hereby leases to Concessionaire and Concessionaire hereby leases from TAIT, the Leased Premises which may or may not include storage space as agreed upon by both parties. No more than ten percent (10%) may be used for storage in the commercial leased space. In addition, Concessionaire is hereby granted (subject to section 4.2(i) hereof) the non‐exclusive right of ingress and egress to and from the Leased Premises as may be necessary through areas designated by the Airports CEO, subject to Airport rules and regulations, including TSA security regulations, as may be amended from time to time, provided that Concessionaire's exercise of such right shall not impede or interfere unduly with the operation of the Airport by TAIT, its tenants, customers and other authorized occupants. Concessionaire shall not place or install any racks, stands or other displays of merchandise or trade fixtures in any Airport property outside the Leased Premises without the express prior consent of the Airports CEO. In no event will Concessionaire engage in any activity on the Airport outside the Leased Premises for the recruitment or solicitation of business.

Section 3.3 Relocation, Expansion, Contraction.

A. At any time during the Term, TAIT may require (i) that Concessionaire relocate and surrender

all or part of the Leased Premises (such change to the Leased Premises to be referred to as a "Required Relocation"), and/or (ii) that the Leased Premises be contracted or expanded (such change to the Leased Premises shall be referred to as "Leased Premises Change"). Pursuant to the terms set forth in this Section 3.3, TAIT shall give written notice (the "Change Notice") setting forth a description of the Required Relocation or the Leased Premises Change, as applicable, the approximate effective date thereof (the "Target Effective Date") and with respect to a Required Relocation, the location of comparable on‐Airport replacement Leased Premises. The Change Notice shall be given no less than six (6) months prior to the Target Effective Date.

B. With respect to a Required Relocation, if the replacement Leased Premises is deemed unsatisfactory to Concessionaire, then Concessionaire may terminate this Agreement by giving notice thereof to TAIT within thirty (30) days after the Change Notice is given. In the event Concessionaire gives such notice of termination, then this Agreement shall terminate on the Target Effective Date, and on such date Concessionaire shall surrender the Leased Premises in the condition required by this Agreement. Concessionaire will be reimbursed for the unamortized value of its improvements based on a ten (10) year straight‐line rate of depreciation. Provided Concessionaire does not terminate this Agreement pursuant to the foregoing, Concessionaire shall surrender the Leased Premises and relocate to the replacement Leased Premises on a date determined by TAIT (the "Surrender Date") which shall be no earlier than the Target Effective Date. On the Surrender Date, Concessionaire shall surrender the Leased Premises in the condition required below.

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In the event of a relocation pursuant to this Section, Concessionaire must submit construction

plans for review by airport for approval prior to initiating construction. Concessionaire shall refurbish, redecorate and modernize the interiors and exteriors of the replacement Leased Premises, such that the replacement Leased Premises are of at least the same quality as the original Leased Premises.

Concessionaire will provide a proposed build‐out schedule for TAIT’s approval within ten (10)

business days of approval to build out a location. As part of TAIT's approval of Concessionaire's plans and specifications and Concessionaire's

budget for its remodeling, TAIT may specify a "Maximum Reimbursement Amount." Once the remodeling of the replacement Leased Premises is completed, and TAIT has approved the work, Concessionaire must submit to TAIT (i) a certificate from Concessionaire's Architect certifying that the `remodeling was completed in strict compliance with the plans and specifications approved by TAIT, (ii) copies of paid invoices showing the costs actually paid by Concessionaire for the remodeling of the replacement Leased Premises and Concessionaire's out‐of‐pocket moving costs, and (iii) lien releases from all contractors, subcontractors, and materialmen entitled to payment in connection with the remodeling of the replacement Leased Premises. Following its review and approval of those submissions, TAIT will reimburse Concessionaire for all reasonable costs of remodeling the replacement Leased Premises and moving its merchandise and other personal property to the replacement Leased Premises from the original Leased Premises; provided that in no event will TAIT be required to reimburse Concessionaire for more than the Maximum Reimbursement Amount and further provided that TAIT may, in TAIT's sole discretion, make such reimbursement by issuing Concessionaire a rent credit. In no event will TAIT be obligated to pay or reimburse Concessionaire for any other costs or expenses, including business interruption costs.

C. With respect to a Leased Premises Change where the square footage of the original Leased

Premises will be expanded or contracted by more than ten percent (10%), Concessionaire may terminate this Agreement by giving notice thereof to TAIT within thirty (30) days after the Change Notice is given. In the event Concessionaire gives such notice of termination, then this Agreement shall terminate on the Target Effective Date and on such date, Concessionaire shall surrender the Leased Premises in the condition required below. Concessionaire will be reimbursed for the unamortized value of its improvements based on a ten (10) year straight‐line rate of depreciation. Provided Concessionaire does not terminate this Agreement pursuant to the foregoing, Concessionaire shall cause the Leased Premises to be expanded or contracted as described in the Change Notice on or before the date described therein. As part of TAIT's approval∙ of Concessionaire's plans and specifications and Concessionaire's budget for its remodeling, TAIT may specify a "Maximum Reimbursement Amount." Once the remodeling of the replacement Leased Premises is completed, and TAIT has approved the work, Concessionaire must submit to TAIT (1) a certificate from Concessionaire's architect certifying that the remodeling was completed in strict compliance with the plans and specifications approved by TAIT, (2) copies of paid invoices showing the costs actually paid by Concessionaire for the remodeling of the replacement Leased Premises and Concessionaire's out‐of‐pocket moving costs, and (3) lien releases from all contractors, subcontractors and materialmen entitled to payment in connection with the remodeling of the replacement Leased Premises. Following its review and approval of those submissions, TAIT will reimburse Concessionaire for all reasonable costs of remodeling the replacement Leased Premises and moving its merchandise and other personal property to the replacement Leased Premises from the original Leased Premises; provided that in no event will TAIT be required to reimburse Concessionaire for more than the Maximum Reimbursement Amount and further provided, that TAIT may, in TAIT's sole discretion, make such

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reimbursement by issuing Concessionaire a rent credit. In no event will TAIT be obligated to pay or reimburse Concessionaire for any other costs or expenses, including business interruption costs.

D. With respect to a Required Relocation, the Minimum Annual Guarantee and/or percentage of

gross revenue shall be increased or decreased, to reflect the increase or decrease, as the case may be, on the revenue impact of the replacement Leased Premises compared to the original Leased Premises.

E. With respect to a Leased Premises Change where the square footage of the original Leased

Premises will be expanded or contracted by more than ten percent (10%), the rent paid shall be increased or decreased, as the case may be, as mutually agreed by TAIT and the Concessionaire, to reflect the impact on the potential revenue of the expanded or contracted Leased Premises compared to the original Leased Premises.

F. At TAIT's option, the parties shall amend this Agreement or enter into a new or amended and

restated concession lease agreement on no less than the same terms as this Agreement, to reflect the Required Relocation or the Leased Premises Change.

G. Notwithstanding anything to the contrary herein, TAIT shall not require a Required Relocation

or a Leased Premises Change unless TAIT shall have considered other reasonable alternatives and within its sole discretion rejected them.

Section 3.4 Re‐measurement of Leased Premises. At any time and from time to time, the Airports CEO may cause TAIT to conduct a space audit pursuant to which TAIT re‐measures the Leased Premises, using the Airport's then current measurement specifications. At the Airports CEO's request, Concessionaire will cooperate by allowing the Airport entry for measurement and TAIT shall enter into an amendment of this Agreement, if measurements differ from the existing measurement reflected in this Agreement, reflecting the results of such re‐measurement.

Section 3.5 Changes to Airport. Concessionaire acknowledges and agrees that (a) TAIT shall have

the right at all times to change, alter, expand, and contract the Airport, including the Terminal; (b) TAIT has made no representations, warranties, or covenants to Concessionaire regarding the design, construction, pedestrian traffic, or views of the Airport or the Leased Premises. Without limiting the generality of the foregoing, Concessionaire acknowledges and agrees that the Airport (i) is currently undergoing and may from time to time hereafter undergo, renovation, construction, and other Airport modifications; and (ii) may from time to time adopt rules and regulations relating to security and other operational concerns that may affect Concessionaire's business. Although TAIT will use reasonable efforts to minimize the effect of Airport changes on Concessionaire's business, Concessionaire acknowledges that such activity may have some effect on food and beverage operations located at the Airport. Such construction and renovation programs might involve barricading, materials storage, noise, the presence of workers and equipment, rearrangement, utility interruptions, and other inconveniences normally associated with construction and renovation. Although TAIT will use reasonable efforts to minimize the effect of Airport changes on Concessionaire's business, Concessionaire acknowledges that such activity may have some effect on operations located at the Airport, and Concessionaire shall not be entitled to any rent credit or other compensation therefor.

At any time and from time to time, TAIT may, without the consent of Concessionaire, and without

effecting Concessionaire's obligations under this Agreement, at TAIT's sole discretion, (a) change the shape, size, location, number and extent of the improvements in any portion of the Airport, including without limitation the concourses, boarding areas, and food and beverage areas and security areas

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located within the Terminal, (b) build additional stories above or below the Airport buildings, including the Terminal, (c) eliminate or relocate public entrances to the Leased Premises so long as there is at all times one public entrance to the Leased Premises, (d) construct multi‐level, elevated or subterranean parking facilities and (e) expand or contract the Airport, including redefining the Airport boundaries so as to include additional lands within the Airport or exclude lands from the Airport or both. Without limiting waivers set forth elsewhere in this Agreement, Concessionaire hereby waives all claims against TAIT and releases TAIT from all losses that Concessionaire suffers or incurs arising out of or in connection with any changes to the Airport or any portion of the Airport and Concessionaire further agrees that Concessionaire will not be entitled to any rent abatement or any other rent relief in connection with any changes to the Airport or any portion of the Airport.

Section 3.6 Common Areas. The term "common areas" means all areas and facilities located within the Airport that are determined by TAIT from time to time to be for the general use and convenience of the tenants of the Airport, other occupants of the Airport, the traveling public and other visitors to the Airport such as concourses, sidewalks, elevators, escalators, moving walkways, parking areas and facilities, restrooms, pedestrian entrances, driveways, loading zones and roadways. TAIT may, in its sole discretion, and without any liability to Concessionaire (a) change the common areas, (b) increase or decrease the common areas (including conversion of common areas to leasable areas and the conversion of leasable areas to common areas) and (c) impose parking charges). TAIT will, in its sole discretion, maintain the common areas, (provided however, common areas that directly serve the Leased Premises may be maintained by Concessionaire as required by or with the consent of the Airports CEO), establish and enforce Airport rules and regulations concerning the common areas, close temporarily portions of the common areas for maintenance purposes, and make changes to the common areas including changes in the location of security check points, driveways, entrances, exits, parking spaces, parking areas, and the direction of the flow of traffic. TAIT reserves the right to make additional Airport rules and regulations affecting the Airport throughout the Term, including the requirement that Concessionaire participate in a parking validation program.

ARTICLE IV – Grant of Concession Privilege; Uses and Reservations

Section 4.1 Concession Rights Granted. For and in consideration of the prompt and timely payment of the compensation to be paid to TAIT as hereinafter provided, TAIT hereby grants to Concessionaire, subject to all of the terms, covenants and conditions of this Agreement, the non‐exclusive right and obligation to operate and maintain food and beverage concessions as delineated in Concessionaire's Response to the RFP incorporated by reference herein or as agreed in writing by both parties. TAIT may at any time during the Term of this Agreement, relocate, divide, and/or reconfigure the Leased Premises allocated for this Agreement, subject to the provisions of Article III of this Agreement.

A. The Concessionaire for himself/herself, his/her heirs, personal representatives, successors in

interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree that (1) no person on the ground of race, color, or national origin, will be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities, (2) that in the construction of any improvements on, over, or under such land, and the furnishing of services thereon, no person on the ground of race, color, or national origin, will be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination, (3) that the Concessionaire will use the premises in compliance with all other requirements imposed by or pursuant to Exhibit E hereto.

B. In the event of breach of any of the above nondiscrimination covenants, TAIT may proceed under the Default provisions of Article XI, and upon Concessionaire’s failure to cure said breach, shall have

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the right to terminate the Agreement and to enter or re‐enter and repossess said land and the facilities thereon, and hold the same as if said (license, permit, etc., as appropriate) had never been made or issued.

Section 4.2 Operational Assurances and Requirements. A. Approval of Menu and/or Merchandise. Concessionaire shall not conduct any other business,

or sell any type of food, beverage or logo merchandise unless specifically authorized to do so by the Airports CEO. Concessionaire shall provide a list ("menu") describing the type of food and beverages and any merchandise to be sold for authorization by the Airports CEO. TAIT will respond to such requests for authorization within a reasonable time not to exceed ten (10) business days.

B. Market Basket Pricing. Concessionaire shall submit at least three recommendations for a

comparison of prices to be considered as comparable within 10% of the pricing of food/beverage and/or merchandise offered at the Airport locations. Market basket pricing shall be compared no less than quarterly and submitted to the Airport for review.

D. Airport Pricing Policy. Concessionaire pricing cannot exceed ten per cent (10%) of the market

basket pricing for all products without written authorization from the Airport. E. Development of Food and Beverage Business. At the location(s) indicated herein,

Concessionaire shall provide food and beverage service every day of the Term hereof without exception subject to force majeure or casualty. Concessionaire shall not divert, cause or permit to be diverted any business from the Leased Premises and shall take all reasonable measures, in every proper manner, to develop, maintain and increase the business conducted by it under this Agreement. Concessionaire shall actively operate each food and beverage facility so as to best serve public needs.

F. Advertising and Promoting of Products. Concessionaire may advertise brand name products

on its packaging and within the Leased Premises only upon the written approval of the Airports CEO. TAIT will respond to such requests for authorization within a reasonable time not to exceed ten (10) days. Receipts for any such advertising or promotion shall be subject to percentage fees as described in Article VII hereof.

G. Rights Are Not Exclusive. The concession rights herein granted to the Concessionaire shall be

exclusive within the Leased Premises covered by this Agreement, but non‐exclusive at the Airport. The Trustees may, at any time, lease Terminal space, whether such space is currently existing or newly created, to accommodate additional non‐exclusive concessionaires with rights equal to those contained in this Agreement so long as the new use does not substantially interfere with Concessionaire’s use of its Leased Premises.

H. Non‐Exclusive Technology Rights. Concessionaire shall have a non‐exclusive right to provide

information technology applications to the public within the Leased Premises, provided it is consistent with the Airports’ technology master plan and upon approval of the Airports CEO Concessionaire shall not install, or otherwise cause to be put in use, any hardware, software, computer equipment, or systems which interfere with or restrict the Wi‐Fi or Distributed Antennae Systems (DAS) at the Airport. TAIT shall have the right to eliminate any such interference at any time in its sole discretion.

I. Dispute with Other Tenants. In the event of a dispute between Concessionaire and any other

Airport tenant as to the services to be offered or goods, merchandise or products to be sold, Concessionaire shall meet and confer with the Airports CEO or his designated representative and, if any

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parties to said dispute continue to disagree with the recommendation of the Airports CEO, TAIT shall determine the services to be offered or goods, merchandise or products to be sold by each tenant or Concessionaire, and Concessionaires shall be bound by said determination.

J. No Other Uses. Concessionaire shall not use nor permit the Leased Premises to be used for any

purpose other than as herein above set forth and permitted herein except with the prior written consent of TAIT, nor for any use in violation of any applicable present or future law, ordinance, rule or regulation of any governmental authority, agency or department.

K. Purchasing. The Concessionaire shall have the right to purchase personal property or services,

materials and supplies used by Concessionaire from any person or company of Concessionaire's choice. The Concessionaire shall have the right to make agreements with any person or company of Concessionaire's choice for services to be performed for Concessionaire, which are incidental to the conduct of Concessionaire's activities. It is understood that if Concessionaire's suppliers, contractors and furnishers of service exclusively use any portion of the Airport or facilities of TAIT, then TAIT may charge reasonable fees therefore, but nothing herein gives the Concessionaire the right to grant to any other party the privilege to use any portion of the airport or facilities of TAIT.

L. Disposal of Equipment. The Concessionaire may dispose of equipment which has been replaced

or fully amortized, or which is unnecessary; provided, that such right shall not be construed as authorizing the conduct of a separate business.

M. Employees' Parking Facilities. If not otherwise provided, Concessionaire shall have the right

to the use of reasonably adequate vehicular parking facilities for its employees employed at the Airport in common with other employees, which facilities shall be located in an area designated by the Airports CEO. TAIT reserves the right to assess a reasonable charge for such employee parking facilities, based on the cost of providing, operating, and maintaining the facilities as set forth on TAIT's published schedule of Airport rates, fees and charges.

N. Access. (1) Subject to the terms, conditions and provisions hereof, and such restrictions as

Concessionaire may impose with respect to its Leased Premises, TAIT hereby grants to Concessionaire, its agents, suppliers, employees, contractors, passengers, guests, and invitees, the right and privilege of access, ingress, and egress to the Leased Premises and to public areas and public facilities of the Terminal; (2) The ingress and egress provided for above shall not be used, enjoyed, or extended to any person engaging in any activity or performing any act or furnishing any service for or on behalf of Concessionaire that Concessionaire is not authorized to engage in or perform under the provisions hereof unless expressly authorized by TAIT; (3) TAIT shall have the right at any time or times to close, relocate, reconstruct, change, alter, or modify any such means of access provided for Concessionaire's use pursuant to this Agreement or otherwise, either temporarily or permanently; provided that reasonable notice to Concessionaire and a reasonably convenient and adequate means of access, ingress and egress shall exist or be provided in lieu thereof TAIT shall suffer no liability by reason thereof and such action shall in no way alter or affect any of Concessionaire's obligations under this Agreement.

Section 4.3 No Joint Venture or Partnership. This Agreement shall not be deemed or construed (a) to create any relationship of joint venture or partnership between TAIT and Concessionaire, (b) to give TAIT any interest in the business of Concessionaire, or (c) to grant to Concessionaire any powers as an agent or representative of TAIT, the Authority, or the City for any purpose or to bind TAIT, the Authority, or the City.

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Section 4.4 Termination of Agreement for Airport Purposes. Concessionaire agrees and understands that, by reason of the broad public interest in the efficient maintenance, operation and development of the Airport, TAIT hereby expressly reserves the right to terminate this Agreement upon a determination by TAIT that the Leased Premises are needed for Airport operations, construction or development.

In the event that Airport construction or development necessitates termination of this Agreement

and the acquisition of Concessionaire's interest in the Leased Premises, Concessionaire shall surrender the Leased Premises to TAIT within one hundred twenty (120) days from receipt of TAIT's written notice of its intent to terminate the Agreement and acquire Concessionaire's interest in the Leased Premises. TAIT shall use its best efforts to provide Concessionaire with replacement premises at the Airport at the rates not to exceed those provided in this Agreement. Furthermore, relocation benefits shall be paid by TAIT to Concessionaire in the manner required by applicable governmental relocation benefit requirements.

In consideration of Concessionaire's surrender of the Leased Premises, Concessionaire shall

receive, as complete compensation for Concessionaire's interest in the Leased Premises and Concessionaire's improvements thereto, a sum of money equivalent to the then unamortized amount of Concessionaire's improvements based on a ten (10) year straight‐line depreciation.

Section 4.5 Quiet Enjoyment. Unless Concessionaire shall have defaulted in its obligations hereunder, it shall have quiet enjoyment of the Leased Premises. PROVIDED, HOWEVER, TAIT MAKES NO REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED, AS TO THE CONDITION OF THE LEASED PREMISES OR THAT THEY WILL BE SUITABLE FOR CONCESSIONAIRE'S PURPOSES AND NEEDS.

BE IT FURTHER PROVIDED, that TAIT reserves the right to further develop, improve, rehabilitate,

repair, reconstruct, alter and expand the Airport and all roadways, parking areas, terminal facilities and aircraft operating areas as it may reasonably see fit, free from any and all liability to Concessionaire for loss of business or damages of any nature whatsoever to Concessionaire occasioned during the making of such improvements, repairs, alterations, reconstructions and additions to the Airport.

Concessionaire shall not, under any circumstances, withhold any rent or other amounts payable

to TAIT on account of any defect on the Leased Premises or in the Terminal; provided; however, that Concessionaire and TAIT, with respect to material defect, agree to negotiate a rebate for the specific portion of the Leased Premises if such material defect is not caused by Concessionaire's acts or omissions and directly prevents Concessionaire from conducting its normal business operations. Any rental abatement shall terminate upon repair of such defect. By its entry onto the Leased Premises, Concessionaire accepts the Leased Premises "as is," being free and clear from all defects and in good, safe, clean and orderly condition and repair.

Section 4.6 Avigation Easement, Waiver and Release. TAIT reserves the right to take such action as may be necessary to protect the aerial approaches of the Airport against obstruction in accordance with applicable standards or Governmental Requirements, together with the right to prevent Concessionaire or any other person from erecting or permitting to be erected any antenna, equipment, building, or other facility or structure on the Airport (other than buildings or facilities to be constructed in compliance with and pursuant to the plans and specifications approved pursuant to Section 5.5 hereof or except with the prior written approval of the Airports CEO), which would conflict with such standards and Governmental Requirements. TAIT also reserves for itself, Authority and City, and their lessees and licensees, an avigation easement in, over and across the airspace above the Leased Premises and the

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unrestricted right to subject the Leased Premises to such Airport noise, vibrations, fumes, dust particles and other effects as may result from the flight of aircraft, warm up of engines, testing of engines or motors and other aviation related activities.

CONCESSIONAIRE SHALL WAIVE, REMISE AND RELEASE ANY RIGHT OR CAUSE OF ACTION WHICH

CONCESSIONAIRE MAY NOW HAVE OR MAY HAVE IN THE FUTURE AGAINST TAIT, AUTHORITY OR CITY ON ACCOUNT OF OR ARISING OUT OF NOISE, VIBRATIONS, FUMES, DUST, FUEL, PARTICLES AND OTHER EFFECTS THAT MAY BE CAUSED OR MAY HAVE BEEN CAUSED BY THE OPERATION OF AIRCRAFT LANDING AT OR TAKING OFF FROM OR OPERATING AT OR ON THE AIRPORT OR IN AND NEAR THE AIRSPACE ABOVE THE LEASED PREMISES.

Concessionaire shall (a) not use, permit or suffer the use of the Leased Premises in such a manner

as to create electrical interferences with radio communication to or from any aircraft or between any airport installation and any aircraft, or as to make it difficult for aircraft pilots to distinguish between airport lights or as to impair visibility in the vicinity of the Airport, or to otherwise endanger the landing, taking off or maneuvering of aircraft; (b) not permit the construction of any facility or improvement which would interfere with the safe operation of aircraft in the airspace above the Leased Premises and at the Airport; and (c) not cause or permit any change in authorized land use hereunder that will reduce the effectiveness of the noise compatibility program measures upon which Federal funds have been expended.

"Airspace" means for the purposes of this Section, any space above the Leased Premises.

"Aircraft" means for the purposes of this Section, any contrivance now known or hereafter invented, used or designed for navigation of or flight in the air or space, regardless of the form of propulsion, which powers said aircraft in flight. It is understood and agreed that the covenants and agreements in this section shall run with the land.

Section 4.7 Airport Security. A. Concessionaire shall be solely responsible for regulating access from the Leased Premises to

any secure areas of the Airport immediately adjacent thereto. Concessionaire shall also be responsible for conducting a security background access investigation on each employee requiring unescorted access to the Airport secure areas. Concessionaire shall regulate such access in compliance with all applicable provisions of Title 49 Code of Federal Regulations .Section 1542, "Airport Security," (previously 14 CFR Part 107) all other applicable laws, rules and regulations governing the Airport and TAIT's Airport Security Program approved in accordance with said regulations. Concessionaire is to complete and submit necessary paper work related thereto and said Airport Security Program is incorporated herein by reference, as if fully made part hereof.

B. Concessionaire shall establish and implement procedures acceptable to the Airports CEO for

the control of unauthorized access from any part of the Leased Premises described herein to any restricted areas at Airport immediately adjacent thereto.

C. Gates, doors, fences or other parts of such Leased Premises which would permit access to such

restricted areas shall be kept secured by Concessionaire at all times when not in use by, or when not under the constant security surveillance of Concessionaire. Lock malfunctions or other deficiencies which would permit such unauthorized access shall be reported by Concessionaire forthwith to the Deputy Director of Operations and Security, and the unsecured access point shall be maintained by Concessionaire under

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constant security surveillance until it has repaired the same and security through such point has been restored.

D. Concessionaire recognizes its obligation to comply with all federal security and all Airport rules

and regulation. Concessionaire shall be solely responsible for the payment of any and all penalties and fines which may be levied by the TSA for violation of any Federal Transportation Security Rule or Regulation, arising from or relating to Concessionaire's failure to perform its security responsibilities or for any such security violation. In addition, Concessionaire shall reimburse TAIT and Authority, in full, for any fines or penalties levied against TAIT or Authority for any security violation as a result of any action on the part of Concessionaire, its agents, contractors, suppliers, guests, customers or employees and for any attorney's fees or related costs paid by TAIT or Authority as a result of any such violation(s).

E. For unescorted access to the Airport security area, the Concessionaires' employees,

contractors, or other persons doing business with Concessionaire must obtain an Airport security badge. Concessionaire shall be responsible for conducting a security background access investigation on each individual requiring a badge. The badges are issued by TAIT subject to the Concessionaires' successful completion of the security background access investigation in compliance with Title 49 Code of Federal Regulations Section 1542. Concessionaire is responsible for paying for all badges issued and shall maintain control of all issued badges as required by the FAA. Concessionaire shall be subject to a non‐refundable reissuance fee if any such badge is lost or not returned to TAIT when required. If Concessionaire has more than three (3) non‐returned or lost badges, the non‐refundable reissuance fee may be double for each offense and TAIT may have the right to limit the number of badges issued to Concessionaire.

Section 4.8 Limitations on Signage. Without the prior, written approval of the Airports CEO, Concessionaire shall not erect, maintain or display signs of advertising or graphics at or on the exterior parts of the Leased Premises, or in or on the Leased Premises, so as to be visible outside the Leased Premises. Exterior signs affecting public safety and security shall be in accordance with Authority and FAA standards. If the Airports CEO has not given approval for said signage within five days of receipt of written notice by Airports CEO, Concessionaire shall remove, obliterate, or paint out any and all advertising signs, posters, graphics and similar devices placed by Concessionaire on the Leased Premises. In event of a failure by Concessionaire to so remove, obliterate or paint out each and every sign, poster, graphic or piece of advertising and to restore the Leased Premises to its prior condition, TAIT may perform the necessary work and Concessionaire shall pay the cost thereof to TAIT on demand.

ARTICLE V – Improvements, Alterations and Repairs

Section 5.1 General. Excluding minor cosmetic changes, Concessionaire shall make no alterations,

additions, improvements to, or installations on the Leased Premises under this Agreement without the prior written approval of TAIT, which approval shall not be unreasonably withheld. Any such alterations or improvements shall be without cost to TAIT. The ultimate control over the quality and acceptability of the Improvements to the Leased Premises will be retained by TAIT and shall require the review and written approval of TAIT prior to installation. TAIT shall deliver the Leased Premises specified herein to the Concessionaire as described in the Request for Proposals. Concessionaire shall accept such Leased Premises "as is."

Section 5.2 TAIT's Construction Responsibility. TAIT shall fully equip, furnish and finish all public areas in the Terminal Building. This includes all space up to the demising line of the Leased Premises. TAIT

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shall provide utilities up to or within a maximum of six (6) feet from the demising line of the Leased Premises.

Section 5.3 Improvements by Concessionaire. Concessionaire shall provide, construct, furnish, install and maintain on the Leased Premises all necessary equipment, fixtures and facilities necessary and appropriate to operate the food and beverage concession in a manner adequate to serve fully the convenience and necessity of the traveling public for 804 square feet of leased space. Quality level, design and appearance of such improvements shall both conform to the Airport architectural design guidelines and be consistent with a first class, modern, high quality concession. All Leased Premises and equipment, fixtures and facilities must be maintained in a first class manner and in a safe, clean, orderly and attractive condition at all times, to the satisfaction of the TAIT. Concessionaire shall also provide all improvements proposed to TAIT and accepted by TAIT in acceptance of Concessionaire's proposal.

All plans and specifications for new improvements on the Leased Premises shall be prepared by

Concessionaire in compliance with all Governmental Requirements. Lessee shall furnish to TAIT copies of permits and licenses needed for construction. Concessionaire shall submit a construction application in a form prepared by TAIT, together with plans and specifications, to TAIT for approval. Thereafter, TAIT shall have fifteen (15) days after receipt within which to approve the plans and specifications, or notify Concessionaire of any objections thereto. Each objection and the grounds therefor, shall be stated separately. Concessionaire shall have a reasonable time thereafter within which to make any revisions to remove TAIT's objections. Upon TAIT's receipt of the final plans and specifications, TAIT shall have fifteen (15) days within which to approve or reject Concessionaire’s revised proposal. After TAIT's approval of the final plans and specifications, Concessionaire may proceed with construction. Construction shall be substantially in accordance with the approved plans and specifications. Upon completion of construction, Concessionaire shall furnish to TAIT one (1) complete set of reproducible "as built" plans and specifications in digital format.

Section 5.4 Concessionaire's Improvement Financial Obligation. Concessionaire guarantees that

it will make capital investments for said concession, exclusive of architectural, engineering and in‐house fees, in an amount not less than contained in its proposal or otherwise agreed upon in writing by both parties, including that described in Concessionaire's proposal as follows:

A. Estimated Project Capital Investment Commitment: 1. Leasehold Improvements (exclusive of architectural, engineering and any in‐

house fees or expenses: estimated at $_________. 2. Capital Investment for Furniture, Fixtures and Equipment (exclusive of

architectural, engineering, kiosks, and any in‐house fees or expenses): estimated at $_________. 3. Planning and Development (architectural and engineering) Fees: estimated at

$_________.

Total Estimated Project Capital Investment Commitment, excluding “Other capital expenditure”: estimated, but not less than: $_____________.

B. Other capital expenditures (e.g. Working Capital, Inventory): 1. Working Capital: estimated at $_________.

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2. Reserve/Contingency: estimated at $________.

Total Commitment for Initial Investment: estimated, but not less than $30,000. Concessionaire shall invest no less than the committed total funding of $___________ for the

buildout of its initial investment obligation for the designated locations. In the event Concessionaire does not invest these monies, Concessionaire shall pay the difference to TAIT within thirty (30) days after the opening of their final remodeled location.

G. Reinvestment Concessionaire shall invest no less than $7,500 to refurbish the Leased Premises during the fifth

year of the Term of this Agreement. Concessionaire shall pay to TAIT, at the Airports CEO’s sole discretion, an amount equal to the shortfall in actual re‐investment to required re‐investment, if any, on or before the 1st day of the first month upon completion of the refurbishment. These amounts shall exclude any sum expended by Concessionaire for the separate metering or invoicing of utilities.

Section 5.5 Design of Improvements ‐ Plans and Specifications. A. Concessionaire shall develop plans and specifications for constructing, erecting and installing

any Improvements on the Leased Premises, which in final form shall consist of (1) working drawings, (2) technical specifications; (3) a schedule for accomplishing improvements, (4) a schedule of finishes and graphics, (5) a list of all furnishings, fixtures and equipment to be located on the Leased Premises and (6) a sample board of the major visible materials such as casework, visible foundation, paint/wallpaper or wall treatments to be used and/or applied. Concessionaire shall submit two copies of all of the foregoing documents, and any additional plans developed by or for Concessionaire along with the materials sample board, for the construction of all Improvements to TAIT for approval prior to any construction initiation. If approved, said plans and specifications will be endorsed, approved, dated and signed by TAIT's authorized representative. Only plans and specifications so approved by same shall be used by Concessionaire.

B. All construction shall be of first class quality. All structural improvements, signs, equipment

and interior design and decor constructed or installed by Concessionaire, its agents or contractors, including the plans and specifications therefor, shall conform in all respects to applicable standards, statutes, ordinances, building codes, and rules and regulations.

C. At least two (2) sets of final plans and specifications for the Improvements shall be submitted

by Concessionaire to TAIT for review. TAIT shall within thirty (30) days of receipt of any such plans and specifications, either release or refuse to release for construction the plans and specifications so submitted.

Concessionaire shall be responsible for obtaining all building permits timely. Concessionaire shall

submit a proposed schedule of the entire construction process and make every effort to maintain the proposed schedule to open on the targeted agreed upon date. All proposed construction shall have all the proper environmental approvals.

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In the event of TAIT's refusal to approve any portion of the plans and specifications, Concessionaire shall promptly submit necessary modifications and revisions thereof. TAIT shall not unreasonably withhold or delay such release. No substantial changes or alterations shall be made in said plans and specifications after initial release by TAIT, and no structural alterations or improvements shall be made to or upon the Leased Premises without the prior written approval of TAIT, which approval shall not be unreasonably withheld. TAIT agrees to act promptly upon such plans and specifications and upon requests for release of changes or alterations in said plans or specifications. One final electronic and hard copy of as‐built plans and specifications for all improvements or subsequent changes therein or alterations thereof shall, within thirty (30) days after completion of project including all punch‐list items, be signed by Concessionaire and deposited with TAIT as an official record thereof .

D. Upon release for construction of plans and specifications as provided in Section 5.5.C. hereof,

and when authorized to proceed in accordance with said Section of this Agreement, Concessionaire shall in good faith immediately begin construction and installation of the improvements, facilities, furniture and equipment in the Leased Premises and prosecute the same to completion. All of the aforementioned contractors of Concessionaire shall maintain commercial general liability and workmen's compensation/employees' liability insurance coverage satisfactory to TAIT. TAIT shall require both a Payment and Performance Bond, each in the amount of one hundred percent (100%) of the contract price, to be obtained in all cases prior to commencement of construction. Concessionaire shall provide builder's risk insurance naming TAIT as loss payee with respect to one hundred percent (100%) in value of the improvements to be provided under such contracts. No Improvements, fixtures, or equipment shall be subject to any liens whether created by operation of law or by agreement. All construction shall in every respect conform to and comply with applicable statutes, ordinances, building codes, rules and regulations of such authorities as may have jurisdiction over any aspect of said construction. Concessionaire, at its sole cost and expense, shall also procure all building, fire, safety and other permits necessary for any construction.

Section 5.6 Equipment; Fixtures. All equipment, fixtures and property installed on the Leased Premises shall be of first‐class quality. Except as maybe specifically set forth herein, any and all equipment, fixtures and security enclosures or other property permanently affixed to the Leased Premises shall become an integral part of the Leased Premises and title to the same shall pass to TAIT upon installation or construction. All other equipment, trade fixtures and personal property shall remain the property of Concessionaire.

Section 5.7 Modifications. Concessionaire shall not make any modifications or changes to the completed facility or construct any further improvements at the Leased Premises without the prior written approval of the Airports CEO and then only in accordance with such plans and terms as said Airports CEO may first approve.

Section 5.8 Encumbrances on Leased Premises. The Leased Premises shall be accepted by Concessionaire subject to any and all existing easements or other encumbrances, and TAIT shall have the right to install, lay, construct, maintain, repair, and operate such sanitary sewers, drains, storm water sewers, pipelines, manholes, connections, water, oil or gas pipelines, and telephones lines, power lines and such other appliances and appurtenances necessary or convenient in connection therewith, over, in, upon, through, across, and along the Leased Premises, or any part thereof, and to enter thereupon at reasonable times for any and all such purposes; provided, however, that no right of TAIT provided for in this section shall be so exercised as to interfere unreasonably with the Concessionaire's operations hereunder nor result in added expense to Concessionaire in conducting its operations hereunder. Notwithstanding the language above, TAIT shall have the right to immediate access to utilities systems or

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portions thereof in the Leased Premises in the event of an emergency, which would threaten the safety of human life and/or the property of TAIT.

Section 5.9 Title to Improvements and Alterations. A. All Improvements made to the Leased Premises and all additions and alterations thereto made

upon said area by Concessionaire, shall be and remain the property of Concessionaire until expiration or termination of this Agreement as set forth in Section 2.1 or Article XI at which time the said Improvements shall become the property of TAIT.

B. Concessionaire shall make no alterations, additions, improvements to, or installations outside

of the Leased Premises under this Agreement. C. Plans and specifications for such work shall be filed with and subject to the approval of the

Airports CEO and all work shall be done in accordance with local building codes, ordinances and state laws.

Section 5.10 Future Work. After completion of the structural or other improvements and installation of equipment and interior design and decor, as above provided, Concessionaire shall not make any structural alterations to the ceilings, walls, or floors or any permanent improvements which it constructs or installs in the Leased Premises without first obtaining Airport CEO's written consent; provided, however, that Concessionaire may make nonstructural alterations which the exigencies of the operation of its concession demand in order to promote efficiency in the operation thereof.

Section 5.11 Removal of Property. Upon expiration or early termination or cancellation of this Agreement, Concessionaire shall forthwith, at its own expense, remove all of its personal property, equipment, trade fixtures, devices and appurtenances from the Leased Premises and to any other portions of the facility or structural components installed by Concessionaire which are readily removable (not permanently affixed and the removal of which would not substantially damage the Leased Premises) from the Leased Premises without damaging said Leased Premises, provided, however, that no installed or extended utility lines or facilities or any other structures or appurtenances permanently affixed to the Leased Premises which are not removable without damage to the Leased Premises shall be removed therefrom.

Section 5.12 Repairs. A. Concessionaire shall, at the expiration of the Term of this Agreement, make any and all repairs

necessary to restore the property within the Leased Premises to its original condition, normal wear and tear excepted.

B. TAIT shall make any repairs or improvements of any kind to the Leased Premises as necessary

to properly maintain its buildings, land and/or utility or other systems of operation. Concessionaire shall, at its sole cost and expense, maintain and make necessary nonstructural repairs to the Leased Premises and improvements constructed or altered by the Concessionaire, to the interior and exterior of all of the locations, and the fixtures and equipment therein and appurtenances thereto, including, but not limited to, the interior windows, doors and entrances, storefronts, signs, counters, showcases, floor structure and floor coverings, and interior walls, the interior surface of exterior walls, columns and partitions, and exterior walls or roof where ventilation has been added by the Concessionaire. All parts of the Leased

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Premises shall be maintained by Concessionaire at Concessionaire's sole expense periodically as determined by the Airports CEO.

C. Concessionaire shall prior to making repairs at the locations, other than repairs to its own

equipment, consult with the Airports CEO, or his designee, to determine whether TAIT wishes to make the repairs with its own personnel and charge Concessionaire its standard rates for such service including such overhead charges as shall be determined from time to time by the Airports CEO. In the event TAIT elects not to make the repairs, Concessionaire may, at its expense, proceed to do so provided; however, it will not take any action or refrain from any action which will cause any labor problem which will effect TAIT directly or remotely as a result of the action of Concessionaire. Any repairs made by Concessionaire or on its account, shall be of first class quality in both materials and workmanship. All repairs will be made in conformity with the rules, regulations and ordinances prescribed from time to time by federal, state, county, or municipal authorities having jurisdiction over the location of the work.

D. Nothing in this section shall, or shall be construed to, impose upon TAIT any obligation to

construct or maintain or to make repairs, replacements, alterations or additions, or shall create any liability for any failure so to do.

E. No abatement of fees and charges shall be claimed by or allowed to Concessionaire by reason

of the exercise of any or all of the foregoing rights enumerated in this section.

Section 5.13 Damage to Leased Premises. Any damage incurred to the Leased Premises on account of removal by Concessionaire of any item or portion of the facility, equipment, furnishings or appurtenances thereto or otherwise caused by Concessionaire or its agents, employees, invitees and licensees, shall be promptly repaired by Concessionaire at its sole and own expense and the Leased Premises restored to usable condition, ordinary wear and tear excepted. Concessionaire shall provide a repair schedule of the anticipated time required to make such repairs. In the event Concessionaire delays making repairs, TAIT may make such repairs on behalf of Concessionaire and Concessionaire agrees to pay for such repairs within thirty (30) days of the completion of the repair plus a reasonable administrative fee for overseeing the repair work.

Section 5.14 No Liens or Encumbrances. Concessionaire shall well, truly and promptly pay or satisfy the just and equitable claims of all persons who have performed labor or furnished material by it or on its behalf for construction of any improvements, or any equipment or furnishings supplied or furnished to the Leased Premises or otherwise, required under this Agreement and all bills, costs or claims of whatever kind; which may at law or equity, become a lien upon said work, or a claim against TAIT; provided, however, that Concessionaire may contest the amount or validity of any claim without being in default of this Agreement upon furnishing security satisfactory to counsel for TAIT, guaranteeing such claim will be properly discharged forthwith if such contest is finally determined against Concessionaire. If Concessionaire fails to comply with the foregoing provisions, TAIT shall have the option, on fifteen (15) business days' prior notice to Concessionaire and any Leasehold Mortgagee, of discharging or bonding any such lien, charge, order or encumbrance and Concessionaire shall reimburse TAIT for all reasonable costs and expenses thereof

ARTICLE VI – Rents, Fees and Charges

Section 6.1 Rentals. In consideration for the demise of the Leased Premises, facilities and

Improvements located thereon and for the rights, licenses and privileges granted pursuant to this

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Agreement and for the undertakings of TAIT, Concessionaire shall pay to TAIT a monthly fee (or "Rent") for the Leased Premises. Rent shall begin to accrue on the Commencement Date ("Rent Commencement Date") unless otherwise approved by TAIT in writing. Concessionaire shall pay a Percentage Fee monthly until all Improvements are complete, at which time Concessionaire shall pay as monthly Rent during the Term, at the time and in the manner as hereinafter provided, the greater of: (i) the percentage of Gross Revenues fee applicable to each category of Gross Revenue as described herein, or (ii) one‐twelfth of the Minimum Annual Guarantee as hereinafter defined, whichever is greater:

A. Percentage Fee. The percentage fee shall be the sum of (i) the specified percentage of gross

revenues which Concessionaire must pay from the sale of alcoholic beverages and/or merchandise, (ii) the specified percentage of gross revenues which Concessionaire must pay from all other food and non‐alcoholic beverages covered by this Agreement, plus (iii) twenty‐five percent (25%) of income received by Concessionaire as advertising and promotional fees that can be attributable as revenue from Concessionaire's Tulsa operation.

B. Percentage Commitment. Concessionaire shall pay to TAIT percentage fees as follows:

For food and non‐alcoholic beverages 13% For alcoholic beverages 15% For merchandise 15% For Tulsa‐based income from advertising or promotions

25%

C. Minimum Annual Guarantee. The Minimum Annual Guarantee (MAG) for the first year of the

five (5) year Term that the location is open to the public will be waived and Concessionaire will pay only the percentage fee for the first year of the term. For the second year after the first full year of the Term, the Minimum Annual Guarantee shall be eighty percent (80%) of the previous year’s percentage payments, and will determine the MAG amount for the following year. The MAG for each subsequent year of the term will be determined in the same manner, but shall never be less than the previous year’s MAG for the remainder of the Term.

D. Pro Rata Payment. If the commencement or termination of this Agreement falls upon any date

other than the first or last day of any calendar month, the applicable fees and charges for said month shall be in the same proportion that the number of days the Agreement is in effect for that month bears to the total number of days in that month.

Section 6.2 Additional Fees and Charges. A. Parking Fees. Concessionaire shall pay to TAIT parking fees for Concessionaire's use of the

employee parking areas designated by TAIT. B. Other Airport Fees and Charges. Concessionaire shall pay to TAIT such other fees and charges

as reasonably may be assessed for all other services, privileges or facilities used by Concessionaire at the Airport as set forth in TAIT's published schedule of Airport Rates, Fees and Charges for use of Airport's facilities or services and including, but not limited to (i) if TAIT has paid any sum or sums, or has incurred any obligation or expense, for which Concessionaire has agreed to pay or reimburse TAIT, or for which Concessionaire is otherwise responsible; (ii) if TAIT is required or elects to pay any sum or sums, or incur any obligation or expense because of the failure, neglect or refusal of Concessionaire to perform or fulfill

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any of the promises, terms, conditions or covenants required of it hereunder; (iii) pursuant to any separate agreement between the parties not contained herein; or (iv) such other fees and charges for services rendered such as, but not limited to, utilities, trash removal, grease trap activities, hazardous waste removal, telephone, delivery access charges and similar charges. Concessionaire's obligations pursuant to this Section shall include all interest, costs, damages and penalties in conjunction with such sums so paid or expenses so incurred by TAIT.

C. Concession Marketing Fee. Concessionaire shall allocate and pay 1/2 of 1% of gross revenues

each month to TAIT for Concessionaire’s share of marketing expenses to promote TUL concessions to the travelling public and the community.

Section 6.3 Discounts. If Concessionaire gives food and beverage discounts or free food ("Discounts") to preferred customers, Airport employees, Concessionaire's employees, suppliers, or any others, the discounted amount may be excluded from the Gross Revenues, but only up to a maximum of two percent (2%) of the Gross Revenues per Agreement Year. If total Discounts given by Concessionaire exceed this two percent (2%) maximum, then the Discounts given in excess of two percent (2%) will not be excluded from Gross Revenues in the calculation of the Percentage Rent. In order to exclude Discounts of up to two percent (2%) from Gross Revenues, Concessionaire's books and records must clearly and accurately reflect all Discounts given so that TAIT can verify the total amount of Discounts given. Discounts must be reported monthly, in the Monthly Report. Total Discounts for the Agreement Year shall be set forth in the Annual Report. In any month that Discounts exceed two percent (2%) of Gross Revenues for that month, only Discounts up to the two percent (2%) Discount will be allowed. At the end of the Agreement Year, however, the total Discount allowed will be adjusted and Concessionaire's account credited for Discounts not allowed on the monthly basis, as long as total Discounts for the Agreement Year did not exceed two percent (2%) of Gross Revenues for the Agreement Year. As used herein, "Discounts" shall not refer to price reductions on food and beverage and/or merchandise that is marked down from its original price to a sale price and is available for purchase at the sale price by all members of the general public, or to food or beverages and/or merchandise provided to Concessionaire's employees while working, either free or at a discount.

Section 6.4 Recording of Gross Revenues and Handling of Cash. To record all sales generated in, at, or from the Leased Premises, Concessionaire shall use a cash register or computerized system ("Register") acceptable to TAIT, which is capable of producing duplicate sales slips, or printouts, on which each sale is identified, itemized, and recorded. Such Register shall be either a non‐resettable, serially numbered cash register, or a point of sale register. Concessionaire shall adhere to the "Cash and Record Handling" policy developed by Concessionaire and approved, in writing, by the Airports CEO. The Cash and Record Handling policy shall be submitted to TAIT by Concessionaire on or before the Target Effective Date. Concessionaire must also comply with the most current Payment Card Industry Data Security Standard (PCI‐DSS) requirements as detailed at: https://www.pcisecuritystandards.org/security_standards/pci_dss.shtml

Section 6.5 Monthly Statements and Payments. The monthly Rent payment to be submitted by Concessionaire to TAIT shall be the greater of one‐twelfth (1/12) of the MAG or the Percentage Rent earned for the previous month, except during the first partial Agreement Year (Effective Date through commencement of the five (5) year Term), during which time Rent shall be based on the formula described in Section 6.1. On or before the first (1st) day of each month, Concessionaire shall pay to TAIT the monthly MAG by mailing it to the address shown below or by electronic transfer of funds as agreed upon by both parties.

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The Concessionaire shall thereafter provide to TAIT, by, the 20th day of each month ("Statement

Due Date"), using the standardized form approved by the Airports CEO, a "Monthly Statement" showing

Concessionaire's actual total Gross Revenues for the preceding month, along with the balance due for the

previous month's Rent, if the Percentage Rent due to TAIT exceeds the MAG, characterized by the food

and beverage category or services, as set forth on the Approved Menu List.

The Concessionaire shall report to TAIT by the 20th calendar day of each month, in an electronic format and in a file type as designated by TAIT staff per the form attached as Exhibit F, the following:

For the entire concession program:

1. Certified Monthly Statement

2. Current month’s sales vs. historical sales from the prior year and month, with subtotals by

terminal and/or Concourse location

3. Current revenue vs. historical revenue numbers from the prior year and month, with subtotals

by terminal and/or Concourse location

4. Year‐to‐date, rolling monthly sales and revenue numbers vs. rolling historical sales and revenue

numbers, with subtotals by terminal and/or Concourse location

5. ACDBE sales vs. sales from the prior year

For each concession location:

1. Sales by individual Concession Operator location with subtotals by category.

2. Rent owed by concession location with subtotals by category.

The MONTHLY STATEMENTS shall be submitted to TAIT on or before the Statement Due Date as

agreed upon herein to:

Tulsa Airports Improvement Trust Attn: Airports Deputy Director ‐ Finance & Administration [email protected]

Or alternatively if not in electronic form:

PO Box 581838 OR 7777 Airport Drive, Rm A217 Tulsa, OK 74158 Tulsa, OK 74115

Concessionaire shall submit MONTHLY PAYMENTS due from Concessionaire hereunder to:

Tulsa Airports Improvement Trust Department 598 Tulsa, OK 74182

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TAIT may, at any time upon written notice to Concessionaire, require Concessionaire to change

the timing of the Monthly Statement, modify the form of the Monthly Statement, or modify the name

and email address to which the Monthly Statement and monthly Percentage Rent is transmitted. TAIT

shall also be entitled to receive, upon request, detailed monthly profit and loss statements, also broken

down into food and beverage categories listed in Section 6.1.B.

Section 6.6 Late Payments or Monthly Statements.

Section 6.6.1 Delinquent Rent Payment. If Concessionaire is more than twenty (20) days delinquent in paying to TAIT any Rent or additional rent owed to TAIT under this Agreement, Concessionaire shall pay to TAIT its then prevailing "Delinquency Charge" assessed on the delinquent amount upon Notice by TAIT of the delinquency. The Delinquency Charge shall accrue from the date of rent or additional rent is due until it is paid in full. The "Delinquency Charge" shall be eighteen percent (18%) per annum or the maximum rate of interest allowed by law, whichever is less, from the date such Rent or additional rent is due until it is paid in full. The Delinquency Charge is subject to periodic change by TAIT. No change in the Delinquency Charge shall occur, however, without at least thirty (30) days prior written notice to Concessionaire. Imposition of a Delinquency Charge shall not constitute a waiver of any other remedies available to TAIT for failure to timely pay Rent or additional rent.

Section 6.6.2 Delinquent Monthly Statement. If Concessionaire is delinquent for twenty (20) days or more in furnishing to TAIT any of the monthly statements required under Section 6.5 of this Agreement, Concessionaire shall pay TAIT a One Hundred Dollar ($100.00) "late fee" per delinquent monthly statement for each month or partial month that the monthly statement is delinquent, as liquidated damages for the additional administrative costs incurred by TAIT in processing, reviewing and/or demanding the delinquent monthly statement. The parties have agreed that this is a fair and reasonable estimate of TAIT's costs incurred in processing delinquent monthly statements.

Section 6.6.3 Returned Checks. If Concessionaire's check for payment of Rent or additional rent due under this Agreement is returned to TAIT for any reason, the payment shall be considered not to have been made and shall be delinquent. In addition to the delinquency charge as set forth in Section 6.6.1, TAIT may charge Concessionaire a returned check fee of Fifty Dollars ($50.00) per returned check, which Concessionaire agrees is a reasonable fee for the additional administrative time and expense incurred by TAIT in having to deal with the returned check. The delinquency charge, described in Section 6.6.1, shall continue to accrue until the returned check fee is paid, the check can be cashed, and TAIT receives all funds due.

Section 6.7 Financial Accountability. Concessionaire shall maintain an integral control structure designed to provide reasonable assurance that Concessionaire's assets are safeguarded from loss or unauthorized use, that transactions are executed in accordance with management's authority, and that the financial records are reliable for the purposes of preparing financial statements. Concessionaire shall prepare financial statements in conformity with generally accepted accounting principles, applying certain estimates and informed judgments, as required. The internal control structure shall be supported by the selection, training, and development of qualified personnel, by an appropriate segregation of duties, and by the dissemination of written policies and procedures. Concessionaire shall keep full and accurate books and records showing all of its Gross Revenues for each major category for food/beverage and/or merchandise at the Airport. Books and records shall be kept in accordance with generally accepted accounting principles, and shall be maintained at Concessionaire's Airport offices for at least three (3) years after the end of the Agreement Year to which they pertain, provided that records may be kept elsewhere, but shall be produced at Tulsa, Oklahoma within five (5) business days for TAIT's inspection,

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audit or copying, upon request by TAIT, at any time during the Term of this Agreement and for a period of three (3) years after expiration or termination of this Agreement, or, at the Concessionaire's option, pay the TAIT auditor’s expenses incurred to travel to the place where the records are being kept.

Section 6.8 Obligations of Concessionaire Hereunder are Unconditional. The obligations of the Concessionaire to make the Rent and other payments required under Sections 6.1, 6.2 and 6.7 hereof and to perform and observe the other terms and provisions on its part contained herein shall be absolute and unconditional unless otherwise expressly excused by the provisions hereof. The Concessionaire (a) will not suspend or discontinue any Rent and other payments provided for in Sections 6.1, 6.2 and 6.7 hereof, (b) will perform and observe all of its other provisions and covenants contained in this Agreement and (c) will not terminate this Agreement for any cause including, without limiting the generality of the foregoing, any acts or circumstances that may constitute failure of consideration, destruction of or damage to the Leased Premises, commercial frustration of purpose, any change in federal, state or local tax laws or other laws or any failure of TAIT to perform and observe any agreement, or any duty, liability or obligation arising out of or connected with this Agreement, except as otherwise specifically set forth herein. Nothing contained in this Section shall be construed to release TAIT from the performance of any of the agreements on its part herein contained. Concessionaire may, however, at its own cost and expense and in its own name or, if approved by TAIT, in the name of TAIT, prosecute or defend any action or proceeding or take any other action involving third persons which the Concessionaire deems reasonably necessary in order to secure or protect its right of possession, occupancy and use hereunder, and in such event TAIT hereby agrees to cooperate fully with Concessionaire and to take all actions necessary to effect the substitution or joinder of Concessionaire for or with TAIT, as the case may be, in any such action or proceeding if Concessionaire shall so request.

Section 6.9 Maintenance, Inspection and Audit of Books, Records and Equipment.

Section 6.9.1 Fiscal Records. Concessionaire shall maintain in accordance with generally accepted accounting practices and principles during each Agreement Year hereof and for three (3) years thereafter records and books of account recording all transactions at, through, or in any way connected with Concessionaire's licensed activities conducted pursuant to this Agreement. Such records and books of account shall be kept at all times within the City or at its corporate headquarters. Concessionaire shall permit, during ordinary business hours, the examination and audit by the officers, employees and representatives of TAIT of such records and books of account. If such books and records shall be located at Concessionaire's corporate headquarters and the same shall not be located within the City of Tulsa, upon notice by TAIT, Concessionaire shall within five (5) business days make the same available at TAIT's offices; provided, however, if said books and records are not or cannot be made available in the City of Tulsa, then in that event, Concessionaire shall reimburse TAIT for reasonable travel costs of TAIT's auditor to audit and review the books, records and accounts at Concessionaire's corporate headquarters.

Section 6.9.2 Audits. Audits of Concessionaire's books, records and accounts may be undertaken by TAIT or representatives of TAIT, or by a firm of Certified Public Accountants representing TAIT. In the event such audit shall reveal a deficiency of more than two percent (2%) between the annual Airport fees paid during each year of the Term as provided in Sections 6.1, 6.2 and 6.6 hereof , and the annual Airport fees as determined by TAIT to be due and owing for such period by the audit authorized by this Section, the full cost of the audit shall be borne by Concessionaire, and Concessionaire shall promptly, within thirty (30) days of notice of such discrepancy, pay the costs of the audit and the amount of the discrepancy owing to TAIT in addition to interest thereon at the rate of eighteen percent (18%) per annum on the amount so determined to be due and owing from the date the same should have been paid to the date actually paid to TAIT.

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Section 6.10 Annual Statement. No later than one hundred eighty (180) days after the end of

Concessionaire's fiscal year, and each succeeding fiscal year or portion thereof during the Term or any extended period of the Agreement, Concessionaire shall furnish to TAIT the written statement of a certified public accountant or if agreed by TAIT, the Concessionaire's Chief Financial Officer or similarly empowered authorized officer of Concessionaire having responsibility for the concession authorized by this Agreement stating that the percentage fees, rentals and charges paid by the Concessionaire to TAIT pursuant to this Agreement during Concessionaire's fiscal year is accurate. Such statement shall also state the Gross Revenues as shown on the books and records of Concessionaire that were used to compute the percentage fees, rentals and charges fee made to TAIT during the Agreement Year(s) or portions thereof are covered by the written statement. In the event such annual statement provides that Concessionaire has underpaid Rent for the previous year, Concessionaire shall pay to TAIT such underpayment with its delivery of such annual statement. In the event such annual statement provides that Concessionaire has overpaid Rent for the previous year, TAIT shall pay to Concessionaire an amount equal to such overpayment within thirty (30) days of its receipt of such annual statement.

Section 6.11 Sales or Use Taxes.

Section 6.11.1 Concessionaire shall be responsible for the timely payment of all sales, use or other taxes (whether in effect at the time of the execution of this Agreement or thereafter enacted) levied upon any rental charges, fees or charges payable by Concessionaire to TAIT under the terms of this Agreement, whether or not such rentals, fees or charges have been filed or collected by TAIT, together with any and all interest or penalties levied in connection with such taxes. Any amount of such taxes which TAIT must collect shall be paid by Concessionaire to TAIT in the same manner as other fees payable hereunder. Concessionaire also agrees to maintain all appropriate business licenses and board of health standards as are appropriate.

Section 6.11.2 Concessionaire hereby agrees to indemnify and hold harmless TAIT from and against all claims by any taxing authority that the amounts, if any, collected by TAIT from Concessionaire and remitted to such taxing authority or amounts, if any, paid directly by Concessionaire to such taxing authority, were less than the total amount of taxes due, and for any amount, including interest and penalties, payable by TAIT as a result of such claim. Section 6.11.3 The provisions of this section shall survive the expiration or earlier termination of this Agreement.

Section 6.12 Landlord's Lien. TAIT shall have the first lien, paramount to all others, on every right and interest of Concessionaire in this Agreement, on all improvements, equipment and fixtures to the Leased Premises. The lien is granted for the purpose of securing the payment of rentals, fees, charges, taxes, assessments, liens, penalties and damages herein covenanted to be paid by Concessionaire, and for the purpose of securing the performance, all and singular, of the covenants, conditions and obligations of this Agreement to be performed and observed by Concessionaire, This lien shall be in addition to all rights of a landlord given under the laws of the State of Oklahoma.

Section 6.13 Security Assurances. Concurrently with execution of this Agreement, Concessionaire shall obtain and deliver to TAIT, unless specifically waived in writing by TAIT, a good and sufficient corporate surety company bond or a bank irrevocable letter of credit ("Security Assurance") renewable for the Term hereof. Said Security Assurance shall serve the purpose of securing payment of

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all sums payable by Concessionaire to TAIT hereunder and will be forfeited in whole or in part to satisfy a Concessionaire liability in the event of Concessionaire's failure to pay any rates, rentals, fees or charges of whatsoever nature due TAIT and conditioned to ensure the faithful and full performance by Concessionaire of all its covenants, terms, conditions and obligations of this Agreement. Upon request of TAIT, Concessionaire shall restore the Security Assurance to its original Amount. The Security Assurance in an amount of twenty‐five percent (25%) of the Minimum Annual Guaranteed Concession Fee shall remain in full force and effect during the Term and any extended period thereof. The form, provisions and nature of the Security Assurance, and the identity of the surety, insurer or other obligor, shall be subject to the approval of TAIT. In the event that TAIT and Concessionaire hereafter agree to any amendment or modification of this Agreement, Concessionaire shall, if required by the terms of the Security Assurance, obtain the consent of the surety, insurer or other obligor hereunder, as the case may be, and shall adjust the amount of the Security Assurance to reflect a change in the rentals, fees or charges payable by Concessionaire hereunder. The failure of Concessionaire to furnish (and keep in full force and effect) the Security Assurance, to renew the same, to adjust the amount thereof, or to obtain the consent of surety, insurer or obligor as heretofore set forth, shall constitute an event of default under this Agreement.

Section 6.14 Obligations in Connection with Percentage Fees and Charges. Concessionaire shall take all reasonable measures in every proper manner to maintain, develop and increase the business conducted by it hereunder, and to not divert or cause to be diverted or allow being diverted any business of Concessionaire which, in the normal and customary course of business, would be conducted at the Airport or the Airport facilities.

Section 6.15 Accord and Satisfaction. No payment by Concessionaire or receipt by TAIT of a lesser amount than the rentals, percentage fees and/or charges or payment(s) due to be made by Concessionaire hereunder shall be deemed to be other than a payment on "account" of the rent, percentage fees and/or charges due, and no endorsement or statement on any check or in any letter accompanying any check or payment as rentals, percentage fees and/or charges shall be deemed an accord and satisfaction, and TAIT may accept such check or payment without prejudice to TAIT's right to recover the balance of such rentals, percentage fees and/or charges or to pursue any other remedy provided in this Agreement.

Section 6.16 Temporary Waiver of Annual Minimum Guaranteed Concession Fee. If Concessionaire is in full compliance with the terms, covenants and conditions set forth herein and either (i) the number of enplaning passengers on scheduled airline flights at the Airport during any three (3) consecutive reporting months, shall be less than seventy‐five percent (75%) of the number of such enplaning passengers in the same consecutive reporting months during the preceding Agreement Year or (ii) the enplanement decreases on an average for any three month period, more than 25% from the total enplanement at the commencement of the Lease for the same months, then TAIT may authorize, for a specified term, Concessionaire to pay to TAIT monthly, ten percent (10%) of the Gross Revenues in lieu of the Annual Minimum Guaranteed Concession Fee provided for in Section 6.1.

ARTICLE VII – Concession Performance and Service Standards

Section 7.1 Operation of Concessions ‐ General. Concessionaire shall furnish all services, goods

and merchandise provided hereunder on a fair and reasonable basis to all users of the Airport and the general public. Concessionaire shall maintain and operate the Leased Premises in a first‐class manner and shall keep the premises in a safe, clean, orderly and inviting condition at all times, satisfactory to TAIT.

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Concessionaire shall maintain continuously the necessary licenses. The service shall be prompt, clean, courteous and efficient. Concessionaire shall develop and implement creative and effective merchandising displays within the Leased Premises to adequately promote and advertise its goods or services.

Concessionaire's service shall be timely, attentive, and friendly. Processing of payments from

customers shall be prompt. Receipts shall be properly itemized, shall reflect precisely the actual sale of goods and date of sale, and shall present individual prices, total, and taxes. All customers shall be thanked for patronage.

Concessionaire shall operate its business at Airport under its trade name set forth in the

Agreement so long as, (1) the same shall not be held to be in violation of any applicable law and (2) shall not change the advertised name or character of the business operated in the Leased Premises without the prior written approval of TAIT, which approval may be withheld at TAIT's absolute discretion;

Concessionaire shall not give samples, approach customers or otherwise solicit business in the

Common Areas or any other part of the Airport other than the Leased Premises, nor shall Concessionaire distribute any handbills or other advertising matter in the Common Areas or any other part of the Airport other than in the Leased Premises unless otherwise agreed in writing by TAIT. In the event that the Concessionaire violates the foregoing, Concessionaire shall, at Concessionaire's sole cost and expense, be responsible to clear the area of any such materials.

Concessionaire shall propose and adhere to meet: (a) a guaranteed level of service for the

location, and (b) customer service training standards. Such written proposal shall be incorporated herein by reference.

At the Airports CEO's request, Concessionaire shall meet with the Airports CEO to review any

complaints or concerns and shall promptly correct any deficiencies. Concessionaire must maintain and share, upon request by TAIT, all customer comments (positive and/or negative). The Airports CEO's determination as to quality of operation or services shall be conclusive and curative measures shall be implemented by Concessionaire as expeditiously as possible. Concessionaire must take corrective action on operations which have been found to be lacking in quality within twenty‐four (24) hours of knowledge of such condition.

Concessionaire shall at all times observe prudent cash‐handling procedures, and it shall

immediately implement any new procedures, or revise any existing procedures in such a manner, as the Airports CEO may reasonably require from time to time, provided that the Airports CEO gives written notice thereof to Concessionaire.

The Airports CEO may monitor, test, or inspect Concessionaire's service at any time through the

use of a responsible shopping service or by other commercially reasonable means that do not unduly interfere with Concessionaire's business. If TAIT implements a mystery shopping program, Concessionaire must pay for its share of such program expense.

Section 7.2 Concessionaire Operating Standards ‐ Specific A. Hours of Service. Except as otherwise expressly agreed by TAIT, Concessionaire shall be open

for business during all periods of time set forth in the "Concession Operating Hours Schedule" attached hereto as Exhibit C, and shall be in accordance with the “Staffing Plan” provided by Concessionaire.

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Notwithstanding the Concession Operating Hours Schedule attached: 1. All breakfast locations shall be open no later than 10 minutes before the opening of the

TSA checkpoint; 2. No concourse location shall close before the last flight leaves on the concourse;

3. In the event of a late night delay, restaurants on the impacted concourse must remain

open until the delayed flight has departed from the gate. 4. TAIT and Concessionaire may mutually agree to modify the hours of operations as may

be required from time to time by written agreement based on market need. TAIT may amend the Concession Operating Hours Schedule from time to time in order to

accommodate Airport operating requirements, including but not limited to, the addition of early or late flights. Such amendments shall be effective upon a thirty (30) day written notice to Concessionaire, either hand‐delivered to the Leased Premises or sent by mail, in accordance with Section 13.2 hereof. Such notice shall remain in effect until another notice changing hours is sent to replace it. No further amendment to this Agreement, other than this notice letter, shall be required.

B. Service Standards. All customers shall receive prompt, attentive, and courteous service.

Processing of customer purchases, returns and exchanges shall be prompt. Receipts shall be properly itemized, shall reflect precisely the actual sale of goods, and shall present individual prices, totals, and taxes. All customers shall be thanked for their patronage. TAIT reserves the right to require Concessionaire to add additional staff if the customer service requirements set forth in this Section 7.2 are not being met, in the sole judgment of the Airports CEO. Concessionaire should anticipate peak travel seasons such as Spring Break, Thanksgiving, Christmas, and other holidays, and add additional staff accordingly.

C. Employee Standards. Concessionaire shall recruit, train, supervise, direct, and deploy the

number of employees necessary to promptly provide services to all customers in accordance with the customer service standards set forth in Section 7.2. All employees shall be clean, neat, professional, courteous, appropriately and professionally attired, and must wear the official Airport identification badge (if so required by TAIT or TSA) and Concessionaire's identification name tag at all times. Concessionaire's identification name tag shall clearly display the name of the Concessionaire and the name of the employee. Concessionaire hereby represents and warrants that it shall undertake necessary and appropriate personnel action to insure employee compliance with the standards required herein while working at the Airport.

D. Management. The operation and management of the Leased Premises shall be under the

constant and direct supervision of a well‐trained, qualified and experienced manager (the “Manager”) employed by Concessionaire. The Manager shall have the authority to make all decisions necessary in the day‐to‐day operations of the concessions and the Leased Premises, including, without limitation, decisions regarding food and beverage returns or credits, customer complaints or concerns, TAIT complaints or concerns, food and beverage and/or merchandise quality and price, and employee conduct. The Manager shall be available on‐site during the majority of operating hours and when not on the Leased Premises, the Manager shall appoint an assistant manager or shift lead with authority to act on the Manager's behalf and/or the ability to immediately contact the Manager in order to be able to promptly respond to

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customer or TAIT concerns. Concessionaire may be required to employ more than one (1) Manager to meet the requirements set forth herein. TAIT shall have the right to require changes in management if operating standards are consistently not being met. Concessionaire shall give TAIT at least twenty‐four (24) hours’ notice of any change in management.

E. Food and Beverage Pricing and Quality

(1) Menu Changes. Concessionaire's Approved Menu is attached as Exhibit D. Concessionaire may add or delete single menu items within the menu scope approved by TAIT for Concessionaire's concept, but Concessionaire shall notify TAIT promptly, in writing, in advance of of each such change. Concessionaire must obtain TAIT's prior written consent before implementing a menu change that, in conjunction with prior menu changes in the same Agreement Year, would result in more than twenty percent (20%) of the menu items being affected Concessionaire must also provide justification for the desired change and provide three market basket recommendations for comparative pricing. Written notifications and requests for menu changes under this Section must include the following information: (i) a clear description of the menu item(s) to be changed; (ii) the current prices of the affected menu item(s); (iii) the clear description of the proposed new menu item(s); (iv) if a price change is involved, the proposed price; and (v) the percentage change in price. Concessionaire shall submit new menus when menu changes are made and approved by TAIT. Such new menus will then become the new Exhibit D, automatically replacing and superseding the old Approved Menu. Pricing for all menu items and merchandise shall be based on the concept of value pricing and Market Basket pricing as described in Concessionaire's required Market Basket comparison submittal.

(2) Food and Beverage Quality. Concessionaire shall keep on hand sufficient quantities of all products to allow preparation of all menu items to meet the demands of Airport customers. Concessionaire shall make efforts to ensure that only high quality food and beverages are sold at the Airport. Those efforts shall include, but not be limited to: purchasing products only from reputable commercial food vendors; receiving, transporting, and storing products in a manner that ensures that the quality and freshness does not decline; and food and beverage quality must meet or exceed the quality commensurate with other first class restaurant establishments within the Tulsa metro.

(3) Health Inspections. Concessionaire shall provide to the Facilities‐Support Services

Supervisor of TAIT, with an additional copy to the Contracts Administrator, all health inspection reports within twenty‐four (24) hours after Concessionaire receives the report. This report should be delivered to TAIT in accordance with Section 13.2. If a health inspection does not result in a written report, Concessionaire shall prepare and submit to TAIT a written summary of the nature of the inspection and of the inspector's findings, as they were communicated to Concessionaire.

(4) No smoking. The Terminal is a non‐smoking facility. Therefore, no smoking shall be

permitted in the Leased Premises.

F. Concessionaire Surveys. Concessionaire may take marketing and customer satisfaction surveys that are approved, in writing, by TAIT. If any such surveys are approved by TAIT and taken by Concessionaire, Concessionaire agrees to give a copy of the detailed results of the survey to TAIT’s Deputy Director of Marketing.

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G. Credit Cards. Concessionaire shall accept debit cards and at least two (2) major credit cards (such as Visa and MasterCard) for any purchase. No minimum purchase may be required for the use of any such cards and/or checks in a transaction.

H. Sanitation, Hygiene, and Cleanliness. Concessionaire shall keep the Leased Premises free of

debris, trash, and hazardous conditions, shall keep Public Areas around the Leased Premises free of hazardous conditions originating from Concessionaire's operations, and shall notify TAIT promptly of other hazardous conditions in the Public Areas outside the Leased Premises. Concessionaire shall provide a proper arrangement for the adequate sanitary disposal of all trash and other refuse on the Leased Premises and shall provide for its timely removal to the central collection point provided by TAIT. Concessionaire shall take appropriate action in the handling of waste materials to prevent the presence of rodents and other vermin. Concessionaire shall keep all garbage materials in durable, fly‐proof and rodent‐proof, fireproof containers that are easily cleaned. The containers shall have tight‐fitting lids, doors, or covers, and shall be kept tightly covered when material is not being deposited in them. Concessionaire shall clean the containers, as necessary, to prevent odors. Concessionaire shall not allow boxes, cartons, barrels, or other similar items to remain within view of Public Areas. TAIT shall be responsible for handling and removal of trash and other refuse deposited by customers in Public Areas. Concessionaire shall not deposit any of its trash or other refuse in any containers except those designated for Concessionaire's trash. Recycling is recommended whenever possible.

Section 7.3 Sanctions ‐ Violation of Operating Standards. Concessionaire's failure to adhere to the operating requirements set forth in this Agreement is reasonably anticipated to result in significant inconvenience to the public, adversely affect the overall business of the Airport, and reduce the amount of Rent to be paid to TAIT. Additionally these failures will cause TAIT resources to be expended in addressing any violations of this Agreement by Concessionaire. The parties hereby agree that total damages sustained by TAIT for violations of the Sections of this Agreement listed below could be significant, but would be difficult to quantify. Therefore, the "Sanctions ", set forth below for violation of certain terms and provisions of this Agreement are agreed to between the Concessionaire and TAIT to be reasonable Sanction amounts and reasonable estimates of the loss anticipated to be suffered or incurred by TAIT. Concessionaire, therefore, hereby agrees that imposition of these Sanctions is fair and reasonable and Concessionaire agrees to pay to TAIT the following Sanction amounts upon the occurrence of any of the following breaches, within three (3) business days upon demand by TAIT:

1 Failure to follow agreed to Minimum Operating Hours $ 100.00 first occurrence $ 250.00 second occurrence $ 500.00 third occurrence $1,000.00 per occurrence thereafter $ 500.00 for closure, late opening (more than 15 minutes) or early closure (more than 15 minutes) on any holiday for the first 3 violations $1,500.00 per holiday violation after the 3rd violation

2 Failure to achieve agreed to Service and/or Employee Standards

$ 50.00 per occurrence

3 Pricing of Food/Merchandise in excess of approved amounts, or intentional overcharging

$ 250.00 first occurrence $ 500.00 per occurrence thereafter

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4 Display of Signs outside of Leased Premises $ 50.00 first occurrence $ 100.00 per occurrence thereafter

5 Interference with Utilities $ 250.00 per occurrence

6 a) Failure to pass a Tulsa City County Health Department Inspection b) Inspection Report Noting Repeat Violations in the Observations and Corrective Actions Section of the Report

$2,500.00 per occurrence, for up to 3 occurrences $100.00 first occurrence $250.00 per occurrence thereafter for repeat occurrences of the same “need for corrective action”

7 Improper Waste Disposal $100.00 per occurrence up to 3 occurrences

Except for failure to follow agreed to Minimum Operating Hours, and failure to pass a Health

Department Inspection, which shall accrue immediately and without notice upon violation, other Sanctions shall not be imposed unless the violation continues for more than three (3) calendar days after TAIT has given Concessionaire written notice of the violation; provided, however, after TAIT has given Concessionaire notice of a violation of the same Sanction(s) of this Agreement more than three (3) times during any given Agreement Year, the Sanction shall be immediately imposed with no opportunity to cure in order to avoid the Sanction. Additionally, after three (3) violations of the same Sanction of this Agreement in the same Agreement Year, TAIT reserves the right, at its sole option, not to impose the Sanction and instead seek any other remedies available to it for an Event of Default under Section 11.1, including termination of this Agreement. If all or any of these Sanctions are found to be unenforceable, then the unenforceable Sanction(s) will be discontinued, but the violations shall continue to be immediately covered by Section 11.1 and the remedies shall be as provided in Section 11.2. If Concessionaire feels that there were unforeseen circumstances beyond Concessionaire's reasonable control that caused Concessionaire to violate the operating standards described in this Section 7.2, Concessionaire may request that TAIT take such mitigating circumstances into consideration by submitting to TAIT a written request which outlines and explains the mitigating circumstance in detail. TAIT will review such request before imposing a Sanction or taking any other action that it is entitled to take under this Agreement.

Section 7.4 Deliverers and Vendors Access. Concessionaire shall arrange for the timely delivery of all goods, merchandise and stock at such times, in such locations and in a manner satisfactory to the Airports CEO. All deliveries shall be scheduled during non‐peak aircraft departure times. The Airports CEO may issue schedules of acceptable delivery times by written notice to Concessionaire, which the Airports CEO may adjust from time to time and from which Concessionaire shall not deviate without the Airports CEO's prior written consent. Concessionaire shall use its best efforts to complete or cause to be completed all deliveries, loading and unloading and services to the Leased Premises during such times as the Airports CEO may reasonably require as heretofore set forth. Concessionaire shall not allow delivery trucks or other vehicles serving the Leased Premises to park or stand in front of or at the rear of the Terminal, its concourses or such other areas not otherwise designated by the Airports CEO for said deliveries.

Section 7.5 Transportation within Terminal. Concessionaire shall ensure that goods being transported within the Terminal are handled with care. All goods should be packaged within containers that prevent damage or leakage during transportation. Goods may be required to pass through x‐ray

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inspection units. In transporting merchandise, products, trash, and refuse associated with operating Concessionaire's business to and from the Leased Premises, Concessionaire shall use only those delivery and receiving routes established by TAIT and shall use only carts, vehicles or conveyances ("Delivery Carts") that are sealed and leak‐proof If delivery and receiving routes are carpeting, Delivery Carts must be equipped with wheels suitable for operating on carpets without causing damage to them. Delivery Carts may only be used in those elevators designated for delivery. Under no circumstances may Delivery Carts be taken onto the escalators. Concessionaire is responsible for the compliance by its vendors of all requirements set forth in Section 7.4.

ARTICLE VIII – Maintenance and Care of Leased Premises

Section 8.1 Maintenance and Care of Leased Premises. Concessionaire shall, at its sole cost and

expense, do and perform all maintenance necessary, including all pest control services which shall be the sole responsibility of the Concessionaire, to keep the Leased Premises and adjacent areas in direct support of Concessionaire's Leased Premises as agreed upon by Concessionaire and the Airports CEO and all of Concessionaire's property and improvements thereon, in a clean, pest free, orderly, attractive condition and appearance. TAIT shall be the sole judge of the quality of such maintenance. Concessionaire may utilize TAIT's independent contractor for janitorial and maintenance services at the then current rate per square foot or for other services rendered plus a fifteen percent (15%) administrative charge payable to TAIT, or employees to perform said functions, which shall be without cost to TAIT. Concessionaire shall not commit or suffer to be committed any nuisance on the Leased Premises. Concessionaire shall at all times maintain the improvements in a safe, clean, orderly, workmanlike and inviting condition at all times satisfactory to TAIT. Concessionaire shall not permit the accumulation of any rubbish, trash or other waste material in or about the Leased Premises.

Section 8.2 Utilities. Concessionaire shall be responsible for the modification and maintenance of all utility services (subject to separate metering) on the Leased Premises. This shall include any janitor services, power, gas, telephone, electricity, heating, water, sewer, and other utility services not specifically provided by TAIT. Concessionaire shall pay when the same comes due, all utility and other charges incurred hereunder based on segregated separate metering to Concessionaire for its proportionate share of the Leased Premises. Provided, however, TAIT shall, at its own expense, do and perform all maintenance necessary to common use circulation areas and common area lighting to keep the common area improvements in clean, orderly, attractive condition and appearance.

Section 8.3 High Traffic Areas Refurbishment: Overall Refurbishment. Concessionaire shall repaint or refinish, at Concessionaire's own cost, high traffic areas subject to greater‐than normal wear on a schedule to be specified by Concessionaire, or as may be directed by TAIT, if Concessionaire fails to specify a reasonable refurbishment Schedule. All Tenant Improvements, and other furnishings that become worn, chipped, dented, or gouged, shall be repaired or replaced by Concessionaire, at Concessionaire's sole expense. In addition, Concessionaire shall expend a minimum of One Thousand Two Hundred Dollars ($1,200.00) per Agreement Year for refurbishment of the Leased Premises.

Section 8.4 Repairs, Replacements and Remodeling. All repairs, replacements, or remodeling to the Leased Premises done by or on behalf of Concessionaire shall be of first‐class quality in both materials and workmanship, and shall be equal to or better than the original in materials and workmanship. Except in emergency situations requiring immediate response, or for repairs costing less than FIVE THOUSAND DOLLARS AND NO CENTS ($5,000.00), all repairs must have the prior written approval of TAIT. All repairs shall conform to the Design Standards and all applicable building codes, rules and regulations of any

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federal, state, or local authority having jurisdiction over construction work performed on the Leased Premises. TAIT shall be the sole judge of the quality of the repairs, replacements or remodeling performed. Prior to beginning any repair, replacement or remodeling work, except for the above‐described emergency repairs, Concessionaire shall notify TAIT, in writing, of what type of repairs, replacements, or remodeling work it intends to do and must secure written TAIT approval of the same before beginning any such work. In the event of an emergency repair situation, Concessionaire must notify TAIT as soon as possible and following such notice, TAIT may inspect the repair work and require alterations if the repair is not satisfactory to TAIT.

Section 8.5 Failure to Maintain or Repair. If Concessionaire refuses or neglects to undertake the prompt maintenance, repair, or replacements requested by TAIT that is Concessionaire's responsibility under this Agreement, TAIT shall have the right to make such repairs on behalf of and for Concessionaire. Such work shall be paid for by Concessionaire within ten (10) days following demand by TAIT for said payment at TAIT's standard rates, plus TAIT's overhead, and a Delinquency Charge on the amount paid by TAIT from the date the funds were expended. Concessionaire shall immediately notify TAIT if required repairs are to take longer that the cure period of ten (10) days. If the work is performed by a contractor hired by TAIT, TAIT shall be reimbursed by Concessionaire for TAIT's actual cost, including but not limited to, TAIT administrative costs and the Delinquency Charge on the amount paid by TAIT from the date the funds were expended.

Section 8.6 Hazards, Potential Hazards, Nuisance, or Annoyance. Any nuisance, annoyance, or hazardous or potentially hazardous condition on or emanating from the Premises shall be corrected immediately upon Concessionaire's actual knowledge of the condition, nuisance, or annoyance or receipt of oral or written notice from TAIT. If, in TAIT's sole discretion, a hazard or potentially hazardous condition presents an unreasonable and imminent risk of bodily injury, TAIT may require Concessionaire to close its business and bar the public from the Premises until the hazard or potentially hazardous condition has been abated. Nothing in this Section shall be deemed to preclude TAIT from pursuing any available remedy for breach of this Agreement. Concessionaire's failure to promptly correct a nuisance, annoyance, or hazardous or potentially hazardous condition under this Section shall be a material breach of this Agreement.

Section 8.7 Damage Caused to Other Property. Subject to Section 9.1, any damage caused to the Airport or any TAIT property or operations or the property of any other tenant, person, or entity caused by Concessionaire, either by act or by omission, or as a result of the operations of Concessionaire, shall be the responsibility of Concessionaire and Concessionaire shall reimburse TAIT or the damaged tenant for any such damage within thirty (30) days of billing by TAIT. Any sums so paid by TAIT shall bear the Delinquency Charge from the date paid by TAIT until TAIT has been fully repaid. If the same type of damage is caused by the Concessionaire more than once, such as water leak, electrical service interruption or damage, then TAIT must review and approve Concessionaire's plan of repair or may require that Concessionaire allow TAIT to make the repair and then reimburse TAIT for the cost of such repair.

ARTICLE IX – Casualty to Leased Premises, Indemnity, and Insurance

Section 9.1 Repair of Damaged or Casualty Affected Areas. In the event any improvements

owned by TAIT or the City on the Leased Premises ("TAIT Improvements") shall be partially or totally damaged by fire, explosion, the elements, public enemy or other similar casualty for which Concessionaire is not responsible the following provisions shall apply:

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A. If the damage directly or indirectly affects Concessionaire's use of the Leased Premises but does not render them untenable, i.e. unfit for the purposes for which they were leased, the damage shall be repaired with due diligence by TAIT, at the cost and expense of TAIT with no rental abatement whatsoever unless Concessionaire cannot properly operate its business or traffic is substantially reduced at the sole judgment of TAIT.

B. If the damage shall render the Leased Premises or any portion thereof untenable but capable

of being repaired, the same shall be repaired with due diligence by TAIT, at the cost and expense of TAIT, provided TAIT's insurance coverage (plus deductible) shall be sufficient to pay fully for the cost of repair or replacement of the damaged premises. Rentals shall be paid up to the date of such damage and thereafter shall abate until such time as the Leased Premises or portion thereof shall be restored to useable condition. Within sixty (60) days after the date of the damage; TAIT shall notify Concessionaire of the projected time required for the repair. During the time that any of the Leased Premises are untenable, TAIT shall use its best efforts to provide Concessionaire with replacement premises at the Airport at rates not to exceed those provided in this Agreement.

C. If the damage shall render the Leased Premises or portion thereof untenable and incapable of

being repaired, TAIT may notify Concessionaire of its decision to reconstruct or replace the Leased Premises or portion thereof within sixty (60) days from the date of the damage, however, TAIT shall be under no obligation to replace or reconstruct the Leased Premises or portion thereof. The rentals payable hereunder with respect to the Leased Premises or portion thereof shall be proportionately paid up to the date of such damage and thereafter shall abate until such time as replacement of reconstructed improvements or Leased Premises shall be made available for use by Concessionaire. In the event TAIT shall decide to reconstruct or replace the Leased Premises, TAIT shall use its best efforts to provide temporary facilities for Concessionaire's use at rates not to exceed that provided in this Agreement. In the event the Leased Premises shall not be restored to usable condition, or TAIT is not diligently pursuing such restoration within twelve months after the date of such damage or destruction, Concessionaire shall have the right to terminate this Agreement as relates only to the damaged improvements, thirty (30) days after giving TAIT written notice of its intent to terminate.

Section 9.1.1 Liability for Loss. Concessionaire acknowledges and agrees that it understands that TAIT will not carry any insurance on Concessionaire's fixtures, equipment, property or interest in the Leased Premises, nor be liable for any loss, damage or expense of whatsoever nature to any of the same, nor shall TAIT be liable for any inconvenience or annoyance to Concessionaire or injury to the business of Concessionaire resulting in any way from such damage to the Leased Premises, or the repairing or rebuilding done upon said damage. Nothing in this Article or any action taken by TAIT pursuant thereto shall relieve or release Concessionaire from any liability that Concessionaire may have either to TAIT or its insurers on account of any casualty to the Leased Premises.

Section 9.2 Indemnity ‐ General. Concessionaire shall indemnify, protect, defend and hold

completely harmless, TAIT, the Authority, and the City, and their trustees, officers, councilors, agents and employees from and against all liability, losses, suits, claims, judgments, fines or demands arising from injury or death of any person or damage to any property, including all reasonable costs for investigation and defense thereof (including attorney fees, court costs, and expert fees), of any nature whatsoever arising out of or incident to this Agreement, Concessionaire's use or occupancy of the Leased Premises, the Airport, or the rights, licenses, or privileges granted Concessionaire herein, or the acts or omissions of Concessionaire's officers, agents, employees, contractors, subcontractors, licensees, or invitees, regardless of where the injury, death or damage may occur, unless such injury, death or damage is caused

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by the sole negligence of TAIT, the Authority or City or their trustees, officers, counselors, agents or employees. TAIT shall give notice to Concessionaire of any such liability, loss, suit, claim or demand, and Concessionaire shall defend the same using counsel reasonably acceptable to TAIT. The provisions of this section shall survive the expiration or earlier termination of this Agreement.

Section 9.3 Insurance. Concessionaire shall procure and maintain for the duration of this Agreement, insurance against claims for injuries to persons or damages to property which arise in any way, shape, manner or form, from or in connection with the operations of Concessionaire, Concessionaire's agents, representatives, customers or employees pursuant to this Agreement. TAIT shall retain the right at any time to review the coverage, form and amount of insurance required hereby. If, in the opinion of the Airports CEO, the insurance provisions and these requirements do not provide adequate protection for TAIT, Authority or City and for members of the public, TAIT may require Concessionaire to obtain increased insurance sufficient in coverage, form and amount to provide adequate protection. TAIT's requirements shall be reasonable but shall be imposed to ensure protection from and against the kind and extent of risk that exists at the time a change in insurance is required. Concessionaire shall comply with any requirement to obtain increased insurance no later than thirty (30) calendar days after receipt of written notice of such requirement.

Concessionaire shall maintain in force during the Term and any extended period Commercial

General Liability, bodily injury and property damage insurance in comprehensive form including but not limited to blanket contractual liability coverage for liability assumed under this Agreement and all contracts relative to this Agreement, products‐completed operations, and broad form contractual liability for the duration of the Agreement, independent contractors coverage, broad form property damage with any excess liability in umbrella form, with such coverage and limits as reasonably may be required by TAIT from time to time, but in no event for less than the sum of One Million Dollars ($1,000,000) combined single limit. The insurance shall be issued by an insurer authorized to do business in the State of Oklahoma.

Concessionaire shall maintain in force during the Term and any extended period hereof business,

automobile, liability insurance for all owned, non‐owned and hired vehicles operated by or on behalf of Concessionaire on the Airport, with a minimum combined single limit of One Million Dollars ($1,000,000) for bodily injury and property damage.

Concessionaire shall maintain in force during the Term and any extended period hereof

workmen's compensation with limits consistent with the statutory benefits required of the Oklahoma Workmen's Compensation Act and employers liability coverage no less than One Million Dollars ($1,000,000) per accident for bodily injury or disease.

If the Concessionaire does any construction on the Leased Premises, Concessionaire shall obtain

from its general contractor or separate contractors, the same commercial general liability, automobile liability, workmen's compensation, employer's liability and builder's risk insurance as required by Concessionaire by this Section 9.3.1. Proof of said insurance coverage by the general contractor or separate contractors shall be provided to the Airports CEO upon request.

Concurrent with the execution of this Agreement, Concessionaire shall provide proof of insurance

coverage required herein by providing a certificate of Concessionaire's insurance coverage, a copy of the declarations page of the insurance policy, and a copy of all endorsement(s) applicable to the insurance required herein. The certificate(s) of insurance, or endorsement(s) attached thereto, shall provide that (a) the insurance coverage shall not be canceled, changed in coverage, or reduced in limits without such

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notice as may be required per terms of said policy, (b) TAIT, the Authority, and the City, and their trustees, councilors, agents, officers, servants, and employees are named as additional insureds, (c) the policy shall be considered primary as regards any other insurance coverage TAIT or the Authority may possess, including any self‐insured retention or deductible TAIT or the Authority may have, and any other insurance coverage TAIT or the Authority may possess shall be considered excess insurance only, (d) the limits of liability required therein are on an occurrence basis, (e) the policy shall be endorsed with a severability of interest or cross‐liability endorsement, providing that the coverage shall act for each insured and each additional insured, against whom a claim is or may be made in a manner as though a separate policy had been written for each insured or additional insured; however, nothing contained herein shall act to increase the limits of liability of the insurance company, (f) any failure of the named insured to comply with reporting or other provisions of the insurance policies, including breaches of warranty shall not affect coverage provided to TAIT, Authority or City, or its councilors, trustees, elected representatives, officers, officials, employees, agents, and (g) Concessionaire's insurance shall apply separately to each insured against whom claims are made or suit is brought, except with respect to the limit of the insurance liability.

Any deductibles must be declared in writing to and approved by TAIT. At the option of TAIT, either

(a) the Concessionaire shall reduce or eliminate such deductibles as respects TAIT, the Authority, the City, and their trustees, councilors, agents, officers, and employees or (b) Concessionaire shall procure a bond equal to the amount of such deductibles or self‐insured retentions guaranteeing payment of losses and related investigations, claims administration and defense expenses (including attorneys' fees, court costs and expert fees).

If the insurance coverage required herein is canceled, changed in coverage or reduced in limits,

Concessionaire shall, within fifteen (15) days, but in no event later than ten (10) days in advance of the effective date of cancellation, change or reduction, provide to TAIT a certificate showing that insurance coverage has been reinstated or provided through another insurance company. Upon failure to provide such certificate then without further notice and at its option, TAIT either may, in addition to all its other remedies (a) exercise TAIT's rights as provided in the default provisions of this Agreement, or (b) procure insurance coverage at Concessionaire's expense whereupon Concessionaire promptly shall reimburse TAIT for such expense.

Section 9.3.1 Waiver of Subrogation. Concessionaire and TAIT waive any right of action that they and/or their insurance carriers may have against each other (including their respective employees, officers, trustees or agents) or against other tenants of the Airport for any loss, cost, damage or expense (collectively "Loss") to the extent that such Loss or damage discovered by any property insurance policy or policies maintained or required to be maintained, pursuant to this Agreement and to the extent that such proceeds (which proceeds are free and clear of any interest of third parties) are received by the party claiming the Loss. Concessionaire also waives any right of action it and/or its insurance carrier might have against TAIT (including its respective trustees, employees, officers, representatives or agents) for any Loss expressed in Section 9.3.3 below, whether or not said Loss is insured. If any of Concessionaire's applicable insurance policies do not allow the insured to waive the insurer's right of subrogation prior to a loss, Concessionaire shall cause it to be endorsed with a waiver of subrogation that allows the waiver of subrogation required by this section.

Section 9.3.2. Concessionaire's Risk. Concessionaire shall be responsible for obtaining any insurance it deems necessary to cover its own risks. In no event shall TAIT be liable for any (i) business interruption or other consequential damages sustained by Concessionaire; (ii) damage, theft or destruction of Concessionaire's inventory, Concessionaire's improvements or property of any kind; or (iii) damage, theft or destruction of an automobile, whether or not insured.

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Section 9.4 Regulated Substance Compliance and Indemnity. Except for such automotive fuel,

petroleum or such other products in quantities as are ordinary and necessary for Concessionaire's operations hereunder, Concessionaire shall not cause or permit any "Regulated Substance" as hereinafter defined, to be brought upon, generated, stored, or used in or about the Leased Premises by Concessionaire, its agents, employees, contractors, or invitees. Any Regulated Substance permitted on the Leased Premises as provided herein, and all containers therefor, shall be used, kept, stored, and disposed of in a manner that complies with all federal, state and local laws or regulations applicable to the Regulated Substance. Concessionaire shall not cause or permit, release, discharge, leak, or emit, nor permit to be discharged, leaked, released, or emitted, any Regulated Substance into the atmosphere, ground, storm or sewer system, or any body of water, ditch, stream, if that Regulated Substance (as is reasonably determined by TAIT, or any governmental authority having jurisdiction thereof ) does or may pollute or contaminate the same, or may adversely affect (a) the health, welfare, or safety of persons, whether located on the Leased Premises, the Airport, or elsewhere, or (b) the condition, use or enjoyment of the building, facilities or any other real or personal property. This paragraph is not intended to alter or affect discharges or emissions of Regulated Substances allowed by law or a permit applicable to said discharges or emissions. Concessionaire shall fully and timely comply with all applicable federal, state and local statutes, ordinances and regulations relating to protection of the environment, including, without limitation, 42 U.S.C. §6991‐699li.

A. Disclosure. At the commencement of each year of the term hereof, Concessionaire shall

disclose (other than automotive fuel, petroleum or cleaning products used in the ordinary course of Concessionaire's operations hereunder) to TAIT the names and approximate amounts of all Regulated Substance that Concessionaire intends to store, use, or dispose of on the Leased Premises in the first year of the Term hereof. In addition, at the commencement of each additional year of the Term hereof , beginning with the second year, Concessionaire shall disclose to TAIT the names and amounts of all Regulated Substances that were actually used, stored, or disposed of on the Leased Premises if those materials were not previously identified to TAIT at the commencement of the previous lease year.

B. Compliance Action. Concessionaire shall, at Concessionaire's sole expense, clean‐up, remove,

and remediate (a) any Regulated Substances in, on, or under the Leased Premises in excess of allowable levels established by all applicable federal, state and local laws and regulations, and (b) all contaminants and pollutants, in, on, or under the Leased Premises that create or threaten to create a substantial threat to human health or the environment and that are required to be moved, cleaned up, or remediated by any applicable federal, state, or local law, regulation, standard or order. This obligation does not apply to a release of Regulated Substances, pollutants, contaminants, or petroleum products that existed on the Leased Premises prior to the execution of this Agreement caused solely by the act or omission of TAIT, the Authority or a third party for whom the operator is not responsible (e.g. not a customer, invitee, employee, agent, or person having any contractual or business relationship with Concessionaire).

C. Definition of Regulated Substances. Regulated Substances: As used herein, the term

"Regulated Substances" means and includes any and all substances, chemicals, waste, sewage or other materials, which are now or hereafter regulated, controlled or prohibited by any local, state, or federal law or regulation requiring removal, warning or restrictions on the use, generation, disposal or transportation thereof , including, without limitation (a) any substance defined as a "hazardous substance," "hazardous material," "hazardous waste," "toxic substance," or "air pollutant" in the Comprehensive Environmental Response Compensation and Liability Act (CERCLA), 42 U.S.C. §9601 et seq., The Hazardous Materials Transportation Act (HMTA), 49 U.S.C. §1801 et seq., The Resource Conservation and Recovery Act (RCRA), 42 U.S.C. § 6901 et seq., Federal Water Pollution Control Act

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(FWPC), 33 U.S. §1251 et seq., or the Clean Air Act (CAA), 42 U.S.C. §7401 et seq., all as amended and amended hereafter; (b) any substance defined as a "hazardous substance," "hazardous waste," "toxic substance," "extremely hazardous waste," "RCRA hazardous waste," "waste," "hazardous material," or "controlled industrial waste," as defined in the Oklahoma Industrial Waste Disposal Act, 63 O.S. §l 2000 et seq.; (c) any Regulated Substance, hazardous substance, hazardous waste, toxic substance, toxic waste, hazardous material, waste, chemical, or compound described in any other federal, state, or local statute, ordinance, code, rule, regulation, order, decree, or other law now or at any time hereafter in effect, regulating, relating to or imposing liability or standards of conduct concerning any hazardous, toxic, or dangerous substance, chemical, material, compound or waste. As used herein, the term Regulated Substance or "hazardous substances" also means and includes, without limitation, asbestos, flammable, explosive or radioactive materials; gasoline; oil; motor oil; waste oil; petroleum (including without limitation, crude oil, or any fraction thereof ); petroleum based products; paints and solvents; leads; cyanide; DDT; printing inks; acids; pesticides; ammonium compounds; polychlorobiphenyls; and other regulated chemical products.

D. Indemnity Non‐Compliance / Notice of Violation. Concessionaire hereby agrees that it shall

be fully liable for all costs and expenses related to the use, storage, and disposal of Regulated Substances kept on the Leased Premises by Concessionaire, and the Concessionaire shall give immediate notice to TAIT of any violation or potential violation of the provisions hereof . Without limiting any provisions of this Agreement, Concessionaire shall defend, indemnify, and hold harmless TAIT, the Authority, the City, and their trustees, councilors, officers, agents, and employees from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs, or expenses (including, without limitation, attorneys' and consultants' fees, court costs, and litigation expenses) of whatever kind or nature, known or unknown, contingent or otherwise, arising out of or in any way related to (a) any liabilities, damages, suits, penalties, judgments and environmental cleanup, removal, response, assessment, or remediation costs, arising from actual, threatened or alleged contamination of the Leased Premises; (b) the presence, disposal, release, or threatened release of any such Regulated Substance that is on, from, or affecting the soil, water, vegetation, buildings, personal property, persons, animals, or otherwise; (c) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to that Regulated Substance; (d) any lawsuit brought or threatened, settlement reached, or government order relating to that Regulated Substance; or (e) any violation of any laws applicable thereto. The provisions hereof shall be in addition to any other obligations and liabilities Concessionaire may have to TAIT at law or equity and shall survive the transactions contemplated herein and shall survive the termination or expiration of this Agreement. Section 9.5 Survival of Provisions. The terms, conditions, provisions and requirements of this Article IX, including but not limited to the indemnity provisions, shall survive the expiration or earlier termination of this Agreement.

ARTICLE X – Governmental Requirements

Section 10.1 Governmental Requirements ‐ General.

Section 10.1.1 Compliance and Subordination to Governmental Agreements. Concessionaire

shall comply with all Governmental Requirements applicable to Concessionaire's use and operation of the Leased Premises. Without limiting the generality of the foregoing, Concessionaire shall at all times use and occupy the Airport and the Leased Premises in strict accordance with all rules, regulations and security plans existing or that may be imposed by the TSA, FAA or TAIT, the Authority or the City with respect to

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the Airport, the Leased Premises and the operations thereof. This Agreement is subject and subordinate to the provisions of any Agreement heretofore or hereafter made between TAIT, Authority and/or City and the United States Government relative to the financing, operation or maintenance of the Airport, the execution of which has been required as a condition precedent to the transfer of Federal rights or property to TAIT, Authority or City for Airport purposes, or for the expenditure of Federal funds for the financing, maintenance, operation or the development of the Airport, including the expenditure of Federal funds for development of the Airport in accordance with the provisions of the Federal Aviation Act of 1958 as amended from time to time or any airport improvement program, law or regulation or successor program, law or regulation. The Concessionaire (hereinafter includes consultants) will comply with the Title VI List of Pertinent Nondiscrimination Acts and Authorities, as they may be amended from time to time, which are herein incorporated by reference and made a part of this contract as Exhibit E.

Section 10.1.2 Modifications required by U.S. Government. In the event that the Federal Aviation Administration or the Transportation Security Administration, require modifications or changes in this Agreement as a condition precedent to the granting of funds or for the certification, operation or improvement of the Airport, or otherwise, Concessionaire agrees to consent to such amendments, modifications, revisions, supplements or deletions of any of the terms, conditions or requirements of this Agreement as may be reasonably required to satisfy the Federal Aviation Administration or Transportation Security Administration requirements provided same does not materially increase Concessionaire’s monetary obligation or reduce the term or the size of the Leased Premises. Concessionaire shall procure, and require all its affiliates, subsidiaries, subcontractors or assignees to procure, from all governmental authorities having jurisdiction over the operation of Concessionaire hereunder, all licenses, franchises, certificates, permits or other authorizations, including all environmental permits or authorizations which may be necessary for the conduct of Concessionaire's business or its occupancy of the Leased Premises. Concessionaire shall require its guests and invitees and those doing business with it to comply with all Governmental Requirements relating to the conduct and operation of Concessionaire's business on the Leased Premises.

Section 10.2 No Liability for Exercise of Powers. Neither TAIT, the Authority, nor the City shall be liable to Concessionaire for any diminution or deprivation of its rights, which may result from the proper exercise of any power reserved to TAIT, the Authority or the City in this Agreement. Concessionaire shall not be entitled to terminate this Agreement by reason thereof, unless the exercise of such power shall interfere with Concessionaire's rights hereunder so as to constitute a termination of this Agreement by operation of law.

Section 10.3 Nondiscrimination. During the performance of this Agreement, the Concessionaire,

for itself, its assignees, and successors in interest agrees as follows:

1. Compliance with Regulations: The Concessionaire will comply with the Title VI List of

Pertinent Nondiscrimination Acts And Authorities, as they may be amended from time to time, which are

herein incorporated by reference and made a part of this contract as Exhibit E.

2. Non‐discrimination: The Concessionaire will not discriminate on the grounds of race,

color, or national origin in the selection and retention of subcontractors, including procurements of

materials and leases of equipment. The Concessionaire will not participate directly or indirectly in the

discrimination prohibited by the Nondiscrimination Acts and Authorities, including employment practices

when the contract covers any activity, project, or program set forth in Appendix B of 49 CFR part 21.

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3. Solicitations for Subcontracts, Including Procurements of Materials and Equipment: In all

solicitations by Concessionaire, either by competitive bidding, or negotiation made by the Concessionaire

for work to be performed under a subcontract, including procurements of materials, or leases of

equipment, each potential subcontractor or supplier will be notified by the Concessionaire of the

Concessionaire’s obligations under this contract and the Nondiscrimination Acts And Authorities on the

grounds of race, color, or national origin.

4. Information and Reports: The Concessionaire, if requested, will provide all information

and reports required by the Acts, the Regulations, and directives issued pursuant thereto and will permit

access to its books, records, accounts, other sources of information, and its facilities as may be determined

by the Sponsor or the Federal Aviation Administration to be pertinent to ascertain compliance with such

Nondiscrimination Acts And Authorities and instructions. Where any information required of a

Concessionaire is in the exclusive possession of another who fails or refuses to furnish the information,

the Concessionaire will so certify to the Sponsor or the Federal Aviation Administration, as appropriate,

and will set forth what efforts it has made to obtain the information.

5. Sanctions for Noncompliance: In the event of a Concessionaire’s noncompliance with the

Non‐discrimination provisions of this contract, the Sponsor will impose such contract sanctions as it or the

Federal Aviation Administration may determine to be appropriate, including, but not limited to:

a. Withholding payments (if any) to the Concessionaire under the contract until the

Concessionaire complies; and/or

b. Cancelling, terminating, or suspending the Sublease, in whole or in part.

6. Incorporation of Provisions: The Concessionaire will include the provisions of paragraphs

one through six in every subcontract, including procurements of materials and leases of equipment, unless

exempt by the Acts, the Regulations and directives issued pursuant thereto. The Concessionaire will take

action with respect to any subcontract or procurement as the Sponsor or the Federal Aviation

Administration may direct as a means of enforcing such provisions including sanctions for noncompliance.

Provided, that if the Concessionaire becomes involved in, or is threatened with litigation by a

subcontractor, or supplier because of such direction, the Concessionaire may request the Sponsor to enter

into any litigation to protect the interests of the Sponsor. In addition, the Concessionaire may request the

United States to enter into the litigation to protect the interests of the United States.

7. General Civil Rights: During the Term of this Agreement, Concessionaire, for itself, its assignees, and successors in interest and or its transferee(s) 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.

8. Additional Title VI Assurances The Concessionaire for himself/herself, his/her heirs,

personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree as a covenant running with the land that:

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A. In the event facilities are constructed, maintained, or otherwise operated on the property described in this Sublease for a purpose for which a Federal Aviation Administration activity, facility, or program is extended or for another purpose involving the provision of similar services or benefits, the Concessionaire will maintain and operate such facilities and services in compliance with all requirements imposed by the Nondiscrimination Acts and Regulations listed in the Pertinent List of Nondiscrimination Authorities (as may be amended) such that no person on the grounds of race, color, or national origin, will be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities.

B. In the event of breach of any of the above Nondiscrimination covenants Sponsor will have the right to terminate the Sublease and to enter, re‐enter, and repossess said lands and facilities thereon, and hold the same as if the Sublease had never been made or issued.

9. The Concessionaire, for himself/herself, his/her heirs, personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree as a covenant running with the land that:

a. No person on the ground of race, color, or national origin, will be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities,

b. That in the construction of any improvements on, over, or under such land, and

the furnishing of services thereon, no person on the ground of race, color, or national origin, will be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination,

c. That the Concessionaire will use the premises in compliance with all other

requirements imposed by or pursuant to the List of Discrimination Acts and Authorities.

In the event of breach of any of the above nondiscrimination covenants, Sponsor will have the right to terminate the Sublease and to enter or re‐enter and repossess said land and the facilities thereon, and hold the same as if said Sublease had never been made or issued.

Section 10.4 Airport Concession Disadvantaged Business Enterprise.

a. This agreement is subject to the requirements of the U.S. Department of Transportation's regulations, 49 CFR Parts 23 and 26. The Concessionaire agrees that it will not discriminate against any business owner because of the owner's race, color, national origin, or sex 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 or 26.

b. The Concessionaire agrees to include the above statements in any subsequent

concession agreement or contract, covered by 49 CFR Part 23 or 26 that it enters and cause those businesses to similarly include the statements in further agreements.

c. Concessionaire shall comply with the TAIT’s ACDBE Program and all requirements

of 49 CFR Part 23 and 26 and, as amended, guidance issued from time to time by the Federal

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Aviation Administration (“FAA”) regarding the interpretation of the regulations including but not limited to the Joint Venture Guidance in the administration of this Agreement.

d. Failure of the Concessionaire to carry out these requirements shall be a material

breach of this Agreement, and may result in suspension of the right to operate, termination, or such other remedy as TAIT deems appropriate. TAIT shall proceed under the provisions of Section 11.1 and 11.2 of Article XI, Events of Default, of this Agreement.

e. If Concessionaire proposes to (1) terminate, substitute or modify the

participation of an ACDBE Joint Venture partner, team member, subcontractor or sub‐concessionaire after Agreement award, or (2) assign, sublease, or transfer any of the obligations of Concessionaire, prior to such change Concessionaire shall immediately submit to the ACDBELO, for review and prior approval, reasonable documentation regarding the proposed change in the ACDBE participation. Concessionaire shall include the specific reasons for the change in ACDBE participation and must produce any and all documents and information regarding the proposed change.

f. Concessionaire shall make a good faith effort as defined in 49 CFR Part 26 to

replace an ACDBE subject to the changes outlined above that has failed to complete its concession arrangement, joint venture commitment, lease, sublease or subcontracting arrangement with a certified ACDBE, to the extent needed to meet the concession specific goal.

g. TAIT shall have the right to count ACDBE participation under this Agreement

toward TAIT’s overall ACDBE goal. Concessionaire shall timely submit reports and verifications within ten (10) business days as requested by TAIT and shall provide such financial information or other information deemed necessary by TAIT to support and document the ACDBE commitment for this Agreement. Concessionaire shall also provide such financial information or other information deemed necessary by TAIT to support and document the ACDBE participation for this Agreement. TAIT shall have the right until three (3) years after the expiration or termination of this Agreement, through its representatives, and at all reasonable times, to review books, records and financial information of the Concessionaire (and where applicable, all individuals, joint venture partners or team members or other business entities that are a party or engaged in concession activity under this Agreement) requested by TAIT’s representatives to substantiate compliance with 49 CFR Parts 23 and 26, as amended, and any guidance issued by the FAA from time to time regarding the interpretation of federal regulations.

h. The ACDBE participation percentage commitment made by Concessionaire at the

time of Agreement award is deemed to be contractual in nature and will be monitored by the ACDBELO. Therefore, failure of Concessionaire to meet the ACDBE participation percentage commitment in this Agreement, to the extent needed to meet the concession specific goal shall constitute a material breach of the Agreement. TAIT shall have the right to suspend the right to operate, terminate the Agreement, or pursue other such remedies at law or in equity to which TAIT may be entitled in accordance with the provisions of Article XI hereof.

i. Concessionaire shall file with the ACDBELO on the anniversary date of the

ACDBE’s certification, a written affidavit, in a form acceptable to the ACDBELO, stating any change(s) in the circumstances affecting the ACDBE’s ability to meet ACDBE certification eligibility, including but not limited to size, ownership or control criteria of 49 CFR Part 23 or any material

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changes in the information provided with the ACDBE’s application for certification to the Oklahoma Unified Certification Program.

j. Concessionaire shall also file with the ACDBELO on an annual basis on or before

January 1st a written affidavit, in a form acceptable to the ACDBELO, stating any change(s) in the circumstances affecting the Concessionaire’s ACDBE participation. The written affidavit shall show Concessionaire’s compliance with 49 CFR Part 23 and 26 and the FAA Joint Venture Guidance including but not limited to capital contribution, roles, responsibilities, control, percentage of equity ownership and address any material change(s) in the ACDBE’s participation in the operations authorized by the Agreement and information provided in the Concessionaire’s proposal regarding ACDBE participation to TAIT. Section 10.5 American's With Disabilities Act. Concessionaire shall take all necessary actions to

ensure its facilities and employment practices are in compliance (and remain in compliance) with the requirements of the Americans with Disabilities Act. Any costs of such compliance shall be the sole responsibility of Concessionaire.

Section 10.6 Open Records Act. Concessionaire understands and acknowledges TAIT's and Authority's legal requirements to comply with the Oklahoma Open Records Act (51 O.S. Sec.24A.1. et seq.). Except for personal financial information, credit reports or other financial data obtained by or submitted to a public body for the purpose of evaluating creditworthiness, obtaining a license, permit, or for the purpose of becoming qualified to contract with a public body (51 O.S. §24A.3.1.d), Concessionaire understands and acknowledges that persons who submit information to public bodies have no right to keep this information from public access nor reasonable expectation that the information will be kept from public access.

Section 10.7 Taxes and Other Governmental Charges. Concessionaire shall pay, as the same become due, all taxes and governmental charges of any kind whatsoever that at any time lawfully may be assessed or levied against or with respect to Concessionaire's improvements, machinery, equipment or other property installed or used upon the Airport, including any ad valorem or personal property tax that may be assessed against any leasehold interest or estate created by this Agreement. In good faith, with due diligence, as permitted by law, Concessionaire may contest any such taxes or governmental charges.

Section 10.8 Domestication. If Concessionaire is a foreign corporation or other form of business entity, it shall domesticate, to the extent required by Oklahoma law, its form of business entity within the State of Oklahoma. Concessionaire shall obtain a certificate of good standing from the Secretary of the State of Oklahoma and provide to TAIT such evidence of good standing as TAIT from time to time reasonably may require.

ARTICLE XI – Events of Default

Section 11.1 Concessionaire Events of Default Defined. The following shall be "events of default"

under this Agreement and terms "event of default" or "default" or "breach" shall mean, whenever they are used herein, any one or more of the following;

A. If Concessionaire shall fail to pay when due and owing any Airport rents, fees or charges

payable hereunder, and such nonpayment shall continue for ten (10) days after written notice hereof by TAIT;

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B. If Concessionaire shall (1) mortgage, pledge or encumber any portion of its interest in this

Agreement, (2) subject the Leased Premises to any lien or encumbrance of whatsoever nature, or (3) transfer or assign, either voluntarily or by operation of law, any portion of its interest in this Agreement, except in accordance with the provisions hereof. Notwithstanding the foregoing, the Concessionaire shall be permitted to have a lien filed against it for its assets, machinery (not attached), inventory, personal property, furniture and non‐leasehold improvement and fixtures that are not permanently affixed to the Leased Premises;

C. If Concessionaire shall fail to take possession of the Leased Premises; D. If Concessionaire shall terminate its corporate or other legal structure except as permitted

herein; E. If Concessionaire shall fail to comply with the insurance provisions imposed by Section 9.3

hereof after applicable notice and opportunity to cure; F. If Concessionaire shall file a petition requesting relief or instituting a proceeding under any act,

state or federal, relating to the subject of bankruptcy or insolvency, or an involuntary petition in bankruptcy or any other similar proceeding shall be instituted against Concessionaire and continue for ninety (90) days; or a receiver of all or substantially all of the property or assets of Concessionaire shall be appointed and the receiver shall not be dismissed for sixty (60) days or if Concessionaire shall make any assignment for the benefit of Concessionaire's creditors insofar as the enumerated remedies for default are provided for or permitted in such state or federal code;

G. If Concessionaire shall voluntarily abandon, desert, or vacate the Leased Premises or shall

discontinue the conduct of its operation in all or any portion of the Leased Premises for a period of five (5) days;

H. If Concessionaire shall breach any of its obligations, covenants, terms or conditions under any

other agreement at the Airport to which Concessionaire and TAIT or the Authority are parties beyond all applicable grace and cure periods.

I. The remedy for certain violations of this Agreement are set forth in Section 7.3 as Sanctions.

Notwithstanding those Sanctions, provided that if any one of those specifically listed Sanctions’ provisions is violated more than three (3) times in the same Agreement year, then on the fourth (4th) violation, TAIT may instead elect to declare an event of default for which no opportunity to cure shall be allowed and TAIT may exercise any of the remedies hereinafter set forth, in lieu of the Sanction, including termination. If any Sanction is found to be unenforceable, remedies for events of default as described in Section 11.2 hereof shall apply.

J. Concessionaire shall fail to observe or perform any conditions, covenants, obligations or

requirements or terms hereunder, or commits an event of default as set forth in this subsection 11.1 (B) through (I) and such breach, failure or event of default shall continue unremedied or uncured for thirty (30) days after TAIT shall have given to Concessionaire written notice specifying such default, provided, TAIT may grant Concessionaire such additional time as is reasonably required to correct any such default if Concessionaire has instituted corrective action and is diligently pursuing the same.

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Section 11.2 Remedies Upon Concessionaire's Default. Whenever an event of default or breach by Concessionaire shall occur and the same shall not have been cured or remedied by Concessionaire, notwithstanding any waiver, license or indulgence granted (in writing) by TAIT with respect to any event of default in any form or instance) Concessionaire agrees that TAIT may pursue any available right or remedy at law or equity, including termination. TAIT may terminate this Agreement without delivery of notice to Concessionaire. In the alternative, and at its exclusive option, TAIT may deliver to Concessionaire written notice of termination, specifying the date upon which this Agreement will terminate. In the event of termination, Concessionaire's rights, licenses and privileges granted pursuant to this Agreement and Concessionaire's possession of the Leased Premises shall cease immediately. Upon termination of the Agreement, Concessionaire shall be liable for payment of all rates, fees and charges accrued through date of termination in addition to said rates, fees and charges as may be payable hereunder.

Section 11.3 Removal of Personal Property. If TAIT shall terminate this Agreement by reason of Concessionaire's commission of an Event of Default as set forth in Section 11.1 hereof, Concessionaire shall forthwith remove its non‐permanent improvements, fixtures, displays and equipment from the Leased Premises at its own expense.

Section 11.4 Event of Default by TAIT. In addition to all other remedies available to the Concessionaire, this Agreement shall be subject to termination by the Concessionaire, at its election, should anyone or more of the following events occur ("Event of Default"):

A. The abandonment of the Airport facility for longer than sixty (60) days; B. The issuance of an order or injunction by any court of competent jurisdiction preventing or

restraining the use of the Airport facility in such a manner as to substantially restrict the Concessionaire from conducting its operations at the Airport where such order or injunction was not caused by any act or omission of the Concessionaire; provided that such order or injunction remains in force for at least sixty (60) days;

C. The breach by TAIT of any of the material terms, covenants, or conditions of this Agreement

to be kept, performed, and observed by TAIT, and the failure of TAIT to remedy such breach, for a period of sixty (60) days after receipt of written notice from the Concessionaire of the existence of such breach;

D. The assumption by the United States Government, or any authorized agency thereof; of the

operation, control or use of the Airport or its facilities in such a manner as to substantially restrict the Concessionaire from conducting its operation hereunder if such restriction be continued for a period of sixty (60) days or more; or

E. The destruction of a significant portion of the Airport or its facilities due to fire, earthquake or

any other causes.

Section 11.5 Event of Default by TAIT, Concessionaire's Remedies. TAIT shall not be in default in the performance of any of its obligations hereunder until TAIT shall have failed to perform such obligations for sixty (60) days or such additional time as is reasonably required to correct any such non‐performance, after written notice by Concessionaire to TAIT specifying wherein TAIT has failed to perform any such obligations; neither the occurrence nor existence of any default by TAIT shall relieve Concessionaire of its obligation hereunder to pay rentals, fees and charges.

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Section 11.6 Non‐Waiver. Neither the waiver by TAIT of any breach of Concessionaire of any provision hereof nor any forbearance by TAIT to seek a remedy for any such breach shall operate as a waiver of any other breach by Concessionaire.

Section 11.7 Condemnation. If, at any time during the Term and any extended term, the Leased Premises or the improvements located thereon or any portion thereof shall be taken by exercise of the power of eminent domain by a governmental entity other than TAIT, the Authority, or the City, the proceeds and awards in the condemnation proceedings shall be divided, and rentals required hereunder shall be adjusted in such manner as shall be just and equitable. If TAIT and Concessionaire are unable to agree upon a just and equitable division of proceeds and adjustment of rentals within thirty days after rendition of any condemnation award, the matters then in dispute shall be submitted for determination by a court of competent jurisdiction. If the Leased Premises are taken wholly by condemnation, this Agreement shall terminate.

ARTICLE XII – Transfer of Interests

Section 12.1 Assignments by TAIT. TAIT may transfer or assign this Agreement to any successor

in interest to whom the Airport may be sold or assigned; however, the successor in interest shall execute and deliver to TAIT, with a copy to Concessionaire, an instrument assuming the obligations of TAIT under this Agreement.

Section 12.2 Assigning, Subletting and Encumbering. A. Notwithstanding anything to the contrary contained herein, provided Concessionaire is not in

default of any of the terms, covenants or conditions of this Agreement, Concessionaire without the consent of TAIT, but otherwise in accordance with all of the terms and conditions of this Agreement, may (1) assign this Agreement or sublet the entire Leased Premises to any entity which owns all of the issued and outstanding common stock of Concessionaire or, a wholly owned subsidiary corporation of concessionaire, or (2) assign this Agreement to (i) any entity resulting from the consolidation or merger of Concessionaire named herein into or with any other business organization or, (ii) any person, firm, corporation or other entity acquiring all of the issued and outstanding capital stock, partnership interests or membership interests (as applicable) or all or substantially all of the assets of Concessionaire named herein, as opposed to any subsidiary of Concessionaire named herein; provided that in the event of (A) (2)(i) or (A)(2)(ii) above, the successor to Concessionaire has a tangible net worth computed in accordance with generally accepted accounting principles at least equal to the greater of (a) the tangible net worth of Concessionaire immediately prior to such a merger, consolidation or transfer, or (b) the tangible net worth of Concessionaire on the date of this Agreement; and proof satisfactory to TAIT of such tangible net worth shall have been delivered to TAIT at least forty five (45) days prior to the effective date of any such transaction.

B. Notwithstanding the foregoing, no such assignment shall be deemed effective unless and until

such assignee executes and delivers to TAIT, at no cost to TAIT, a written agreement in form and substance acceptable to TAIT whereby such assignee assumes for the benefit of TAIT the performance and observance of all of the terms, conditions and covenants contained in this Agreement whether or not deemed personal covenants including, but not limited to, the affirmative covenant to continuously operate the Premises for only the use set forth in said Agreement.

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C. Also, notwithstanding the foregoing, no such sublease shall be deemed effective unless and until the parties enter into an acknowledgement of sublease agreement in form and substance acceptable to TAIT and Concessionaire shall deliver to TAIT executed copies of any applicable sublease and all related collateral agreements which agreements shall provide that sublessee shall affirmatively covenant in the agreements to perform all such obligations for the direct benefit of TAIT as a third party beneficiary thereof, whether or not deemed personal covenants, including, but not limited to, the affirmative covenant to continuously operate the Leased Premises for only the uses set forth in said Agreement. The execution of such a sublease shall not later, diminish or release Concessionaire's direct obligation for performance of its obligations hereunder. In the event of a sublease, in no event will TAIT be obligated to: (1) give any notice to or join such sublessee in any proceeding TAIT institutes against Concessionaire, or (2) recognize the continued existence of such sublessee as TAIT's Concessionaire in the event Concessionaire defaults under this Agreement, and the sublease will by its own terms automatically end upon the expiration or earlier termination of the Term.

D. Concessionaire shall pay the then current administrative fee required by TAIT for TAIT's

approval of each (1) sale of leasehold improvements, (2) assignment, (3) collateral assignment, (4) release of assignment, (5) amendment or supplement to this Agreement, or (6) any other modification to this Agreement requested by Concessionaire requiring approval by TAIT. The administrative fee shall be paid to TAIT by Concessionaire simultaneously with submission of Concessionaire's written request for TAIT approval.

E. Notwithstanding any such assignment or sublease, Concessionaire shall remain liable to TAIT

for the performance and observance of all of the terms, conditions, agreements and covenants to be performed and observed by Concessionaire hereunder.

ARTICLE XIII – Miscellaneous

Section 13.1 Concessionaire to Maintain its Legal Entity Existence. Concessionaire from the

execution date hereof shall maintain its legal existence (as a corporation, limited liability company, or limited partnership, as the case may be) and Concessionaire shall not dissolve or change or modify its legal structure (existence) or shall not dispose of all or substantially all of its assets and shall not consolidate with or merge into another legal entity or permit one or more other legal entities to consolidate with or merge into it, or sell or otherwise transfer to another legal entity all or substantially all of its assets as an entity and thereafter dissolve; however, without violating the prohibition contained in this section, Concessionaire may consolidate with or merge into another legal entity, or permit one or more other legal entities to consolidate with or merge into it, or sell or otherwise transfer to another legal entity all or substantially all of its assets as an entity and thereafter dissolve if the surviving or transferee legal entity (a) assumes in writing all of the obligations of Concessionaire herein, (b) has net assets and capital (both paid in and surplus) at least equal to the net assets and capital of Concessionaire immediately prior to such consolidation, merger, sale or transfer, and (c) is qualified to do business in Oklahoma.

Section 13.2 Notices. All notices, certificates, statements, demands, requests, consents, approvals, authorizations, offers, agreements, appointments, designations or other communication which may be or are required to be given by either party thereto to the other under this Agreement, shall be made pursuant to the form, method, and receipt provisions below:

(a) Form of Notice. All notices, requests, claims, demands and other communications

regarding any Terms or Conditions under this Agreement shall be in writing.

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(b) Method of Notice. All notices shall be given:

i. by delivery in person; or ii. by a nationally recognized next day courier service; or iii. by first class, registered or certified mail, postage prepaid; or iv. by facsimile; or, v. by electronic mail,

to the address of the party specified below:

if to TAIT and if to Concessionaire:

Tulsa Airports Improvement Trust Attention: Airports CEO 7777 E. Apache St., Suite A217 Tulsa, Oklahoma 74115 [email protected] Fax: 918‐838‐5199

___________________________ Attention: __________________ ___________________________ ___________________________ E: _________________________

or such other address as either party may specify in writing pursuant to the Notice provisions contained in this section.

c) Receipt of Notice. All notices shall be effective upon (i) receipt by the party to which notice is

given, or (ii) on the third (3rd) day following mailing, whichever occurs first. Notices shall be deemed to

have been duly given (i) when delivered in person, (ii) upon confirmation of receipt when transmitted by

facsimile transmission or by electronic mail (but, in the case of facsimile or electronic mail, only if followed

by transmittal by hand or a national overnight courier for delivery on the next Business Day), (iii) upon

receipt after dispatch by registered or certified mail, postage prepaid or (iv) on the next Business Day if

transmitted by national overnight courier (with confirmation of delivery).

Section 13.3 Severability. In the event any provisions or terms of this Agreement shall be held illegal, invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable or affect any other provision hereof, and this Agreement shall be interpreted and construed as if such provisions or terms, to the extent the same has been held to be illegal, invalid or unenforceable, had never been contained herein.

Section 13.4 Entire Agreement; Modification. This Agreement, including the Exhibits, expresses the entire understanding of TAIT and Concessionaire concerning the Leased Premises and all agreements of TAIT and Concessionaire with each other concerning the subject matter hereof. The parties hereto acknowledge that they have thoroughly read this Agreement, including exhibits and attachments and documents incorporated by reference thereto, and received whatever advice (including advice of an attorney) for them to form a full and complete understanding of all rights and obligations herein, and shall be interpreted to achieve the intents and purposes of the parties, without any presumption against the party responsible for drafting any part of this Agreement.

Neither TAIT nor Concessionaire has made or shall be bound by any agreement or any representation to the other concerning the Leased Premises or the subject matter hereof which is not set

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forth expressly in this Agreement; provided, however, the RFP and Concessionaire's proposal is hereby incorporated by reference and made a part hereof.

In the event of a conflict between the provisions of this Agreement and any provision of any other

documents, the provisions of this Agreement shall prevail and control. This Agreement may be modified only by a written agreement or amendment of subsequent date hereto signed by TAIT and Concessionaire.

Section 13.5 Execution of Counterparts. This Agreement simultaneously may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.

Section 13.6 Effect of Saturdays, Sundays and Legal Holidays. Unless referred to as business days, all periods of time referred to in this Agreement shall include Saturdays, Sundays and legal holidays, provided, however, whenever this Agreement requires any action to be taken on a Saturday, Sunday or a legal holiday, such action shall be taken on the first business day occurring thereafter. Whenever in this Agreement, the time within which any action is required to be taken, or within which any right will lapse or expire, shall terminate on Saturday, Sunday or a legal holiday, such time shall continue to run until 11:59 p.m. on the next succeeding business day.

Section 13.7 Descriptive Headings; Table of Contents. The descriptive headings of the Sections of this Agreement and any Table of Contents annexed hereto are inserted or annexed for convenience of reference only and in no way define, limit, or describe the scope or intent of any provisions hereof, and shall not affect the meaning, construction, interpretation or effect of this Agreement.

Section 13.8 Choice of Law; Enforcement. This Agreement shall be construed and enforced in accordance with the laws of the State of Oklahoma. Any cause of action for a breach or enforcement of, or a declaratory judgment respecting, this Agreement shall be commenced and maintained only in the District Court of Tulsa County, Oklahoma, or in the United States District Court for the Northern District of Oklahoma, as may be appropriate. Whenever in this Agreement it is provided that either party shall make any payment or perform, or refrain from performing, any act or obligation, each such provision, even though not so expressed, shall be construed as an express covenant and term to make such payment or to perform or not to perform, as the case may be, such act or obligation.

Section 13.9 Force Majeure. Neither TAIT nor Concessionaire shall be deemed in violation of this Agreement if it is prevented from performing any of the obligations hereunder by reason of embargoes, shortages of material, acts of God, acts of the public enemy, acts of superior governmental authority, weather conditions, floods, riots, rebellions, sabotage, or any other circumstances for which it is not responsible or which are not within its control, and the time for performance automatically shall be extended by the period the party is prevented from performing its obligations hereunder; however, these provisions shall not apply to the failure of Concessionaire to pay the rentals and other charges required hereunder.

Section 13.10 Construction/Interpretation of the Agreement/Reasonableness. This Agreement and each provision and covenant hereof shall constitute a lease, contract, and license by and between the parties hereto. TAIT shall use its best efforts to ensure that all Concessionaires who operate on the Airport are subject to similar material terms, provisions and conditions as are set forth in this Agreement. The Airports Director shall utilize his best efforts to be reasonable in all decisions or actions to be made or required hereunder.

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Section 13.11 Consent Not Unreasonably Withheld. Whenever it is provided herein that the consent of TAIT, the Authority, the City or Concessionaire or their authorized representative is required, such consent shall not be unreasonably withheld, conditioned or delayed.

Section 13.12 Waiver of Depreciation and Tax Credit. Neither Concessionaire nor any successor in interest hereunder may claim depreciation or an investment tax credit with respect to the Leased Premises or any property leased by TAIT to Concessionaire under this Agreement.

Section 13.13 Nonwaiver of Rights. No waiver of default by either party of any of the terms, covenants, and conditions hereof to be performed, kept and observed by the other party shall be construed as, or shall operate as, a waiver of any subsequent default of any of the terms, covenants or conditions herein contained, to be performed, kept and observed by the other party.

Section 13.14 Non‐Liability of Individuals/Public Officials. Neither Trustees of TAIT, Authority and City, nor any agent, representative, officer, or employee thereof, shall be charged personally by the Concessionaire with any liability, or be held liable to the Concessionaire under any term or provision of this Agreement, or because of its execution or attempted execution, or because of any breach, attempted or alleged, thereof, it being understood that in such matters they act only as agents or representative of TAIT, Authority or City.

Section 13.15 Time of the Essence. Time is expressed and acknowledged to be of the essence of this Agreement.

Section 13.16 Right of Inspection ‐ Access. TAIT, Authority and City and their authorized employees, agents and representatives shall have full right of inspection of the Leased Premises upon at least 12 hours written notice during normal business hours (or in the case of emergency at any time without notice) during the Term or any extended period of this Agreement.

Section 13.17 Recovery of Attorney's Fees and Costs. If either party hereto shall bring any legal or equitable action against the other party, the non‐prevailing party shall pay the reasonable attorney's fees and costs incurred by the prevailing party in such action and any appeal therefrom. For purposes of this section, "costs" shall include expert witness fees, court reporter fees, and court costs.

Section 13.18 Binding Effect. This Agreement shall inure to the benefit of and shall be binding upon TAIT, Concessionaire and their respective successors and assigns, if such assignment shall have been made in conformity with the provisions of this Agreement.

SIGNATURES ON FOLLOWING PAGE

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IN WITNESS WHEREOF, TAIT and Concessionaire have entered into this Agreement at Tulsa, Oklahoma as of the ____ day of __________, 2019.

Approved TULSA AIRPORTS IMPROVEMENT TRUST

By:___________________________ By:________________________________ Airports CEO Chair WITNESS: ______________________[Concessionaire] _____________________________

By:_________________________________

Title:________________________________

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Exhibit A

Airport Terminal Complex

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Exhibit B

Leased Premises

546. S. F.

D

I

I

I

I

N

O

T

T

D

S

C

A

L

E

F

D

R

R

E

F

E

R

E

N

C

E

D

N

L

Y

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Exhibit C

Concessionaire Hours of Operation*

Approved Hours of Operation

Location Unit # Venue Open Close

AC248 _______________________ 4:00 AM 10:00 PM

*Hours of operation may be flexible based on flight schedules. Refer to Section 7.2 of the Agreement.

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Exhibit D

Concessionaire’s Approved Menu

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EXHIBIT E

Title VI List of Pertinent Nondiscrimination Acts and Authorities

During the performance of this contract, the Concessionaire, for itself, its assignees, and successors in interest

(hereinafter referred to as the “contractor”) agrees to comply with the following non‐discrimination statutes and

authorities; including but not limited to:

Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits discrimination on

the basis of race, color, national origin);

49 CFR part 21 (Non‐discrimination In Federally‐Assisted Programs of The Department of Transportation—

Effectuation of Title VI of The Civil Rights Act of 1964);

The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. § 4601),

(prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal

or Federal‐aid programs and projects);

Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.), as amended, (prohibits discrimination

on the basis of disability); and 49 CFR part 27;

The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq.), (prohibits discrimination on the

basis of age);

Airport and Airway Improvement Act of 1982, (49 USC § 471, Section 47123), as amended, (prohibits

discrimination based on race, creed, color, national origin, or sex);

The Civil Rights Restoration Act of 1987, (PL 100‐209), (Broadened the scope, coverage and applicability of

Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and Section 504 of the

Rehabilitation Act of 1973, by expanding the definition of the terms “programs or activities” to include all

of the programs or activities of the Federal‐aid recipients, sub‐recipients and contractors, whether such

programs or activities are Federally funded or not);

Titles II and III of the Americans with Disabilities Act of 1990, which prohibit discrimination on the basis of

disability in the operation of public entities, public and private transportation systems, places of public

accommodation, and certain testing entities (42 U.S.C. §§ 12131 – 12189) as implemented by Department

of Transportation regulations at 49 CFR parts 37 and 38;

The Federal Aviation Administration’s Non‐discrimination statute (49 U.S.C. § 47123) (prohibits

discrimination on the basis of race, color, national origin, and sex);

Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low‐

Income Populations, which ensures non‐discrimination against minority populations by discouraging

programs, policies, and activities with disproportionately high and adverse human health or environmental

effects on minority and low‐income populations;

Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and

resulting agency guidance, national origin discrimination includes discrimination because of limited English

proficiency (LEP). To ensure compliance with Title VI, you must take reasonable steps to ensure that LEP

persons have meaningful access to your programs (70 Fed. Reg. at 74087 to 74100);

Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating

because of sex in education programs or activities (20 U.S.C. 1681 et seq).

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Exhibit F Monthly Statement

[Concessionaire] [Address] [Phone] Revenue Percentage Percentage Rent

Documents

ISSUED: Monday, March 18, 2019 - Tulsa Airport