Agenda packet — Palm Springs City Council, December 5, 2022 (part 6 of 11)

THE MARSHALL RETAIL GROUP, LLC // PSP // RFP 10-22 AIRPORT CONCESSIONS RETAIL FOOD AND BEVERAGE

SECTION F
2 ATTACHMENT B
Item 3A - Page 319
ATTACHMENT "B''

NON-COLLUSION AFFIDAVIT
REQUESTS FOR PROPOSALS (RFP 10-22)

AIRPORT CONCESSIONS- RETAIL FOOD ANO BEVERAGE
"THIS FORM MUST BE COMPLETED EXECUTED BY PROPOSER AND SUBMITTED

WITH YOUR TECHNICAL/WORK PROPOSAL
The undersigned, deposes and says that he or she is
David Charles of The Marshall Retail Group, LLC -.-==.c..c..c:.....cc....;.c:~.:0------- ----------- the party making the foregoing Proposal. That the Proposal is not made in the interests of, or on the behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the Proposal is genuine ahd not collusive or sham; that the Proposer has not directly or indirectly induced or solicited any other Proposer to put in a false or sham Proposal, and has not directly or Indirectly colluded, conspired, connived, or agreed with any Proposer or anyone else to put in a sham Proposal, or that anyone shall refrain from Proposing; that the Proposer has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the Proposal price of the Proposer or any other Proposer, or to fix any overhead, profit, or cost element of the Proposal price, or of that of any other Proposer, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract: that all statements contaihed in the Proposal are true; and, further, that the Proposer has not, directly or indirectly, submitted his or her Proposaf price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereof, or paid, and will not pay, any fee to any corporation, partnership, company, association, organization, Proposal depository, or arr her member or agent thereof to effectuate a collusive ot sham Proposal.

I
T President/COO itle: ___________________ _
11 ,.._., ,.._.,
, I L..I L..I
THE MARSHALL RETAIL GROUP, LLC // PSP // RFP 10-22 AIRPORT CONCESSIONS RETAIL FOOD AND BEVERAGE

SECTION F
3 ATTACHMENT C
Item 3A - Page 320
ATTACHMENT "C"

CITY OF PALM SPRINGS, CA

CONFLICT OF INTEREST AND NON-DISCRIMINATION CERTIFICATION REQUEST FOR PROPOSAL (RFP 10-22)

AIRPORT CONCESSIONS - RETAIL FOOD AND BEVERAGE

THIS FORM MUST BE COMPLETED AND SUEIMITTED WITH YOUR

TECHNICAUWORK PROPOSAL
Conflict of Interest. Consultant acknowledges that no officer or employee of the City has or shall have any direct or indirect financlal Interest in this Agreement, nor shall Consultant enter into any agreement of any kind with any such officer or employee during the term of this Agreement and for one year thereafter. Consultant warrants that Consultant has not paid or given, and will not pay or give, any third party any money or other consideration in exchange for obtaining this Agreement
Covenant Against Discrimination. In conne1,tion with its performance under this Agreement. Consultant shall not discriminate against any employee or applicant for employment because of actual or perceived race, religion, color, sex, age, marital status, ancestry, national orlgir, ( i.e., place of origin, immigration status, cultural or linguistic characteristics, or ethnicity), sexual orientation, gender identity, gender expression, physical or mental disability, or medical cohdltioh (each a ''prohibited basis"}. Consultant shall ensure that applfcants are employed, and that employees are treated during their employment, without regard to any prohibited basis. As a coh-dition precedent to City's lawful capacity to enter this Agreement, and in executing this Agreement, Conswltant certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Consultant activity, including but not limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeshipi and further, that Consultant is In full compliance with the provis1ons of Palm Springs Municipal Cade Section 1.09.040, ihcluding without limltatioh the provision of benefits, relating to non-discrimination in city contraoting.

NAME OF CONSULTANTNENDOR: The Marshall Retail Group, LLC NAME and TITLE of Authorized Representative:

David Charles, President/COO (Print) _______________________ _

Page 65 of 233 ends

THE MARSHALL RETAIL GROUP, LLC // PSP // RFP 10-22 AIRPORT CONCESSIONS RETAIL FOOD AND BEVERAGE

SECTION F ATTACHMENT D
4 Item 3A - Page 321
A TT ACHM6NT "D"

CITY OF PALM SPRINGS

PUBLIC INTEGRITY DISCLOSURE
(INSTRUCTIONS FOR APPLICANTS)
REQUEST FOR PROPOSAL (RFP 10-22)

AIRPORT CONCESSIONS- RETAIL FOOD AND BEVERAGE

THIS FORM MUST BE COMPLETED AND SUBMITTED WITH YOUR

TECHNICAL/WORK PROPOSAL
Who Must File?
Applicants that are NOT a natural person or group of natural people that will be identified on the application arid seek a City approval determined by a vote of City officials.

Examples include corporations, limited liability companies, trusts, etc. that seek a City Council approval , or an appraval by one of the City's board or commissions.

Why Must I File?
The City of Palm Springs Public Integrity Ordinance advances transparency in municipal government and assists public officials in avoiding conflicts of interest. The City's Public Integrity Ordinance, codified in Chapter 2.60 of the municipal code, reflects the City's interest in ensuring that companies (and other legal entities that are not natural people) doing business in the community are transparent and make disclosure as to their ownership and management, and further that those companies disclose the identity of any person, with an ownership interest worth two thousand dollars ($2,000) or more, who has a material financial relationship with any elected or appointed voting Clty official, or with the City Manager or City Attorney,
Note: A material financial relatlonship is a relationship between someone who is an owner/investor in the applicant entity and a voting official {or the City Manager or City Attorney), which relationship includes any of the following:
(1) the owner/investor and the official have done business togettier during the year prior to the applicatfonj
(2) the official has earned income from the owner/investor during the year prior to the filing of the application:
(3) the owner/investor has given the official gifts worth fifty dollars (~50) or more during the year prior to the fiting of the applicatlon; or
(4) the official might reasonably be anticipated to gain or lose money qr a thlng of value, based upon the owner/investor's interest in the applicant entity, in relation to the application's outcome.

When Must I File?
You must file this form wfth the Office of the Clty Clerk at the same time when you file your application for a City approval determined by a vote of City officials, whether elected or appointed.

Page 66 of 233 ends

What Must I Disclose?
A. The names of all natural i;;ersons who are officers, directors, meimbers, managers, trustees , and other fiduciaries serving trusts or other types of organizations (attorneys, accountants, etc.).

Note: (1) only trusts or other organizations that are not the fiduciaries, (2) 'if a second entity that is not a natural person serves the applicant entity (e.g., as a member of an applicant LLC), then all officers , directors, members, managers, trustees, etc., of the second entity must be disclosed}.

B. The names of persons owning an interest With a value of two thousand dollars ($2,000) or more who have a material financial relatlonship with an elected or appointed City official who wil l vote on the applicant's application, or with the City Manager or City Attorney ,
What if I Have Questions?

PENALTIES
Falsification of information or failure to report information re!lluired to be reported may subject you to administrative action by the City.
*There are some additional supplementary instructions with an example following the form should you need further clarification.

Page 67 of 233 ends

THE MARSHALL RETAIL GROUP, LLC // PSP // RFP 10-22 AIRPORT CONCESSIONS RETAIL FOOD AND BEVERAGE

SECTION F ATTACHMENT D
5 Item 3A - Page 322

1. 2.

3. 4.

5. Name of Entity

PUBLIC INTEGRITY DISCLOSURE

APPLICANT DISCLOSURE FORM
The Marshall Retail Group, LLC
Address of Entity (Principal Place of Business)
3755 West Sunset Road, Suite A, Las Vegas, NV 89118
Local or California Address (if different than #2}
State where Entity is Registered with Secretary of State Delaware
If other than Califoirnia, is the Entity also registered in California?~ Yes D No Type of Entity
D Corporal.ion ~ Limited Liability Company D Partnership D Trust D Other (please specify)

6. Officers, Directors, Members, Managers, Trustees, Other Fiduciaries (please specify) Note: If any response is not a natural person, please identify all officers, directors, members, managers and other fiduciaries for the member, manager, trust, or other entity
Toby Keir l[J Officer O Director O Member O Manager
[name] D General Partrier D Limited Partner
• Other
David Charles li3] Officer O Director D Member D Manager [name) D General Partner D Limited Partner
D Other
Matt Bilbrey 12SJ Officer D Director O Member D Manager [name) D General Partner D Limited Partner
D Other

7. Owners/Investors with a 5% beneficial interest in the Applicant E:ntity or a related entity

Page 68 of 233 ends

EXAMPLE
JANE DOE 50%, ABC COMPANY, Inc.
[name of owner/investor] [percentage of beneficial interest in entity and name of entity]
A.
[name of owner/investor] [percentage of beneficial interest in entity and name of entity)
8 .
[name of owner/investor] [percentage of beneficial interest in entity and name of entity]
c.
[name of owner/Investor] [percentage of beneficial interest in entity and name of entity]
D.
[name of owner/investor] [percentage of beneficial Interest in entity and name of entity]
E.
[name of owner/investor) [percentage of beneficial interest in entity and hame of entity)

I DECLARE UNDER PENALTY OF PERJURY UNDER THE LAWS OF THE STATE OF CALIFORNIA THAT THE FOREGOING IS TRUE AND CORRECT.

David Charles
President/CO
Date

Page 69 of 233 ends

THE MARSHALL RETAIL GROUP, LLC // PSP // RFP 10-22 AIRPORT CONCESSIONS RETAIL FOOD AND BEVERAGE

SECTION F
6 ATTACHMENT D
Item 3A - Page 323
City of Palm Springs, CA.

Business Disclosure Supplementary Instructions
In an effort to ensure we capture the required business entity information in accordance with the attached instructions , we provide you these supplementary instructions to clearly identify the required information, and the format the information should be provided.

If you. as the applicant. are a business entity (i.e. a corporation or limited liabil ity company), and it is also comprised of other business ent1ties as Its members or having a financial interest, all other such business entitles must also be disclosed, including those entities other business entities, if any.

Ultimately, the City's disclosure document (attached) requires a listing identifying all natural persons having any financial interest over 5% of the business entities (and any other business entities comprising your business entity).

As an example, Applicant is: Acme Brothers, Inc., a California corporation, whose officers are:

John Doe, Jill Doe, and Jay Doe, which is owned 50% by Acme Brothers, LLC, a California limited liability company, and John Doe (25% interest) and Jill Doe (25% interest). Acme Brothers, LLC, is mana_ged by Acme Brothers 2, Inc., a California corporation, whose officers are: George Doe, Bill Doe, and Jane Doe, which is owned 100% by Acme Brothers 2, LLC, a California timited liability company, which is managed by George Doe, with George Doe and Jane Doe havi17g 50% interest each.

The full business entity disclosure in this example would resemble the following:

1. Acme Brothers, Inc., a California corporation
a. Officers: John Doe, Jill Doe, and Jay Doe
b. Ownership:
i. 50% Acme Brothers, LLC, a California limited liability company ii. 25% John Poe
iii. 25% Jill Doe

2. Acme Brothers, LLC, a California limited liability company a. Managers: Acme Brothers 2, Inc. , a California corporation b. Ownership; 100% Acme Brothers 2, Inc., a California corporation

3. Acme Brothers 2, Inc., a. California corporation
a_ Officers: George Doe, BIii Doe-. and Jane Doe
b, Ownership: 100% Acme Brothers 2, LLC, ij California limited lfabHity company

4. Acme Brothers 2, LLC, a California limited liability company a. Managers: George Doe
b. Ownership:
i. 50%

Page 70 of 233 ends

THE MARSHALL RETAIL GROUP, LLC // PSP // RFP 10-22 AIRPORT CONCESSIONS RETAIL FOOD AND BEVERAGE

SECTION F
7

Page 71 of 233 ends

ATTACHMENT E: REFERENCES
RFP 10-22
AIRPORT CONCESSIONS – RETAIL FOOD AND BEVERAGE
Reference 1
Organization name: Contact and title:

Address: Phone number:

Email Address:

Effective date of contract:

Value of Contract:

Description of products/services provided:

Reference 2
Organization name: Contact and title:

Address: Phone number:

Email Address:

Effective date of contract: Value of Contract:

Description of products/services provided:

Reference 3 Organization name:

Address: Phone number:

Email Address:

Effective date of contract: Value of Contract:

Description of products/services provided:

Denver International Airport Pamela Dechant, SVP Concessions 8500 Pena Blvd
Denver, CO 80249
303-342-2557
[email protected]
San Francisco International Airport Cheryl Nashir, Director Revenue Development & Management
780 S. Airport Blvd
San Francisco, CA 94128 [email protected]
650-821-4500
Harry Reid International Airport
Contact and title: Amy Shaw, Manager,
Commercial Business/Development
702-261-5123
[email protected]
5757 Wayne Newton Blvd, Las
Vegas, NV 89119
Travel Convenience & Specialty Retail
Travel Convenience & Specialty Retail
Travel Convenience & Specialty Retail
Multiple dates of contract: 6/1/2016-12/31/2025,
4/23/2018-4/30/2028, 5/24/2021-12/31/2025,
8/7/2019-9/1/2024, 5/27/2021-4/30/2022 Multiple dates of contract:
8/11/2017-8/10/2024,11/1/2022-10/31/2032, 12/23/2019-12/22/2026, 9/08/2020-8/31/2029, 7/24/2019-7/23/2029, 12/1/2018-12/31/2023, 12/1/2019-12/31/2029, 2/27/2019-9/30/2029, 2/27/2019-9/30/2030 6/1/2010-1/21/2023, 5/1/2017-10/30/2027,
2/8/2020-2/7/2025, 2/12/2016-2/11/2023
Total Value of All Contracts
Total Value of All Contracts
Multiple dates of contract:

Total Value of All Contracts

ATTACHMENT E
Item 3A - Page 324
,
-
-
-
'
THE MARSHALL RETAIL GROUP, LLC // PSP // RFP 10-22 AIRPORT CONCESSIONS RETAIL FOOD AND BEVERAGE

SECTION F
8 SEE SECTION G. PRICING FOR FORMS F1-F4
Item 3A - Page 325
I
THE MARSHALL RETAIL GROUP, LLC // PSP // RFP 10-22 AIRPORT CONCESSIONS RETAIL FOOD AND BEVERAGE

SECTION F ATTACHMENT G
9 Item 3A - Page 326

ATTACHMENT G

FEDERAL AVIATION ADMINISTRATION

SOLICITATION PROVISIONS/ FORMS

Page 76 of 233 ends

NOTICE OF REQUIREMENT FOR AFFIRMATIVE ACTION to ENSURE EQUAL EMPLOYMENT

OPPORTUNITY

1. The Offeror's or Bidder's attention is called to the "Equal Opportunity Clause" and the "Standard Federal Equal Employment Opportunity Construction Contract Speclfications" set forth herein.

2. The goi:ills and timetables for minority and female participation, expres.sed in percentage terms for the Contractor's aggregate workforce in each trade on all construction work in the covered are~. are as follows:

Timet~bles
Goals for minority participation for each trade: NIA
Goals for female participation in each trade: NIA
These goals are applicable to all of the Contractor's construction work (whether or not ii is Federal or federally assisted) performed in the covered area. If the Contractor performs construction work in a geographical area located outside of the covered area, ii shall apply the goals established for such geographical area where the work is actually performed. With regard to this second area, the Contractor also is subject to the goals for both its federally Involved and non-federally involved construction.

The Contractor's compliance with the Executive Order and the regulations in 41 CFR Part 60-4 shall be based on its implementation of the Equal Opportunity Clause, specific affirmauve action obligations required by the specifications set forth in 41 CFR 60-4.3(a) and its efforts to meet the goals. The hours of minority and female employment and training must be substantially uniform throughout the length of the contract, and in each trade, and the Contractor shall make a good faith effort to employ minorities and women evenly on each of its projects. The transfer of minority or female employees or trainees from Contractor to Contractor or from project to project for the sole purpose of meeting the Contractor's goals shall be a violation of the contract, the Executive Order and the regulations in 41 CFR Part 60-

4. Compliance with the goals will be measured against the total work hours performed.

3. The Contractor shall provide written notification to the Director of the Office of Federal Contract Compliance Programs (OFCCP) within 10 working days of award of any construction subcontract in excess of $10,000 at any tier for construction work under the contract resulting from this solicitation. The notification shall list the name, address, and telephone nL1mber of the subcontractor; employer identification number of the subcontractor; estimated dollar amount of the subcontract; estimated starting and completion dates of the subcontract; and the geographical c1rea in which the subcontract is to be performed.

4. As used in this notice and in the contract resuit~ .-ff - • · is [Califorl'!ia, Riverside, Palm Springs]. / /.,
c1 11 VI toti.

Date
The Marshall Retail Group, LLC
Company Name Title

Page 71 of 233 ends

THE MARSHALL RETAIL GROUP, LLC // PSP // RFP 10-22 AIRPORT CONCESSIONS RETAIL FOOD AND BEVERAGE

SECTION F ATTACHMENT G
10 Item 3A - Page 327
Buy American Preference Statement

BUY AMERICAN PREFERENCE
The Contractor agrees to comply with 49 USC § 50101 , which provides that Federal funds may not be obligated unless all steel and manufactur~d goods used in AIP funded projects are produced in the United States, unless the Federal Aviation Administration has issued a waiver for the product; the product is listed as an Excepted Article, Material Or Supply in Federal Acquisition Regulation subpart 25.108; or is included in the FAA Natlonwide Buy American Waivers Issued list.

A bidder or offerer must complete and submit the Buy America certification included herein with their bid or offer. The Owner will reject as nonresponsive any bid or offer that does not include a completed Certificate of Buy American Compliance.

Certificate of Buy American Compliance - Total Facility

CERTIFICATE OF BUY AMERICAN COMPLIANCE FOR TOTAL FACILITY As a matter of bid responsiveness, the bidder or offerer must complete, sign, date, and submit this certification statement with its proposal. The bidder or offeror must indicate how it intends to comply with 49 USC § 50101 by selecting ohe of the following certification statements.

These statements are mutually exclusive. Bidder must select one or the other (i.e. not both) by inserting a checkmark ( ✓} or the letter "X".
~ Bidder or offetor hereby certifies that it will comply with 49 USC § ~O 101 by_: . a) Only Installing steel and manufactured products produced in the United States: or b) lnswlling manufactured products for which the Federal Aviation Administration (FAA) has issued a waiver as indicated by inclusion on the current FAA Nationwide Buy American Waivers Issued listing; or
c) Installing products listed as an Excepted Article, Material or Supply in Federal Acquisition Regulation Subpart 25.108,
By selecting this certification statement, the bidder or offeror agrees:
• To provide to the Owner evidence that documents the source and origin of the steel and manufactured product.
• To faithfully comply with providing U.S. domestic products. • To refrain from seeKing a waiver request after establishment of the contract, unless extenuating circumstances emerge that the FAA determines justified. • The bidder or offerer hereby certifies it cannot comply with the 100 percent Buy American Preferences of 49 USC § 50101 (a) but may qualify for either a Type 3 or Type 4 waiver under 49 USC § 50101 (b). By selecting this certification statement, the apparent bidder or offerer with the apparent low bid agrees:
a) To the submit to the Owner within 15 calendar days of the bid opening, a formal waiver request and required documentation that supports the type of waiver being requested.

Page 78 of 233 ends

b) That failure to submit the required documentation within the specified timeframe is cause for a non-responsive determination that may result In rejection of the proposal.
c) To faithf1,Jlly comply with providing U.S. domestic products at or above the approved U.S. domestic content percentage as approved by the FAA. d) To furnish U.S. domestic product for any waiver request that the FM rejects. e) To refrain from seeking a waiver request after establishment of the contract, unless extenuating circumstances emerge that the FAA determines justified.

Required Documentation
Type 3 Waiver - Tile cost of components and subc;omponents produced in the United Slates is more than 60 percent of the cost of all components and subcomponents of the ;'facility". The r-equired documentation for a Type 3 waiver is:
a) Listing of all manufactured products that are not comprised of 100 percent U.S. domestic content (excludes products listed on the FAA Nationwide Buy American Waivers Issued listing and products excluded by Federal Acquisition Regulation Subpart 25.108; products of unKnown origin must be considered as non-domestic products in their entirety). b) Cost of non-domestic components and subcomponents, excluding labor costs associated With final assembly and installation at project location. c) Percentage of non-domestic component and subcomponent cost as compared to total "facility'' component and subcomponent costs , excluding labor costs associated with final assembly and installation at project location. 1ype 4 Waiver - Total cost of project using U.S. domestic source product exceeds the total project cost using non-domestfc product by 25 percent. The required documentation for a Type 4 of waiver is:
a) Detailed cost information for total project using U.S. domestic product b) Detailed cost information for total project using non-domestic product False Statements: Per 49 USC § 47126, this certification concerns· a matter within the jurisdiction of the !=ederal Aviation Administration and the making of a false, fictitious or fraudulent certification may render the rnaker subject to'P.r) . He.q- a · r Title 18, Unfted States Code. ,_ · · '
Date
q p~~1oi1 Sign ure __ _
The Marshall Retail Group, LLC Preside11UCOO
Company Name Title

Page 79 of 233 ends

THE MARSHALL RETAIL GROUP, LLC // PSP // RFP 10-22 AIRPORT CONCESSIONS RETAIL FOOD AND BEVERAGE

SECTION F ATTACHMENT G
11 Please see responses to numbers 1-5
on the following page.

Item 3A - Page 328
Al.1.1 Bidder or Offeror Certification
A2 CERTIFICATION OF OFFE;RERJBIDDER REGARCING DEBARMENT A3 By submitting a bid/proposal under this solicitation, the bidder or offerer certifies that neither it nor its principals are presently debarred or suspended by ahy Federal department or agency from participation in this transaction.

A3,1.1 Lower Tier Contract Certification
A4
AS
A6
Date

CERTIFICATION OF LOWER TIER CONTRACTORS REGARDING DEBARMENT The successful bidder, by administering each lower tier subcontract that exceeds $25,000 as a ''covered transaction'', must verify each lower tier participant of a "covered transaction" under the project is not presently debarred or otherwise disqualified from participation in this federally assisted project. The successful bidder will accomplish this by:
1- Checking the System for Award Management at website: http://www.sam.gov.

2. Collecting a certification statement similar to the Certification of Offerer /Bidder Regarding Debarment, above_

3. Inserting a clause or condition in the covered transaction with the lower tier contract.

If the Federal Aviation Administration later determines that a lower tier participant fai led to disclose to a higher tier partlolpant that it was excluded or disqualified at the time it entered the covered transaction, the FAA may pursue any available remedies, including suspension and debarment of the non-c m1:1 · ~ ~~~)
The Marshall Retail Group. LLC
Company Name Title

Page 80 of 233 ends

DISADVANTAGED BUSINESS ENTERPRISE

REQUIRED PROVISIONS
Solicitation Language (Solicitations that include a Project Goal) Information Submitted as a matter of bidder responsiveness:

The Owner's award of this contract is conditioned upon Bidder or Offeror satisfying the good faith effort requirements of 49 CFR §26.53.

As a condition of bid responsiveness, the Bidder or Offeror must submit the following information with its proposal on the forms provided herein:
1) The names and ,addresses of Disadvantaged Business E:nterprise (DBE) firms that will participate in the contract;
2) A description of the work that each DBE firm will perform; 3) The dollar amount of the participation of each DBE firm listed under (1) 4) Written statement from Bidder or Offerer that attests their commitment to use the DBE firm(s) listed under (1) to meet the Owner's project goal; and 5) If Bidder or Offerer cannot meet the advertised project DBE goal, evidence of good faith efforts undertaken by .the Bidder or Offeror as described in appendix A to 49 CFR part 26.

Information submitted as a matter of bidder responsibility:

The Owner's award of this contract is conditioned upon Bidder or Offerer satisfying the good faith effort requirements of 49 CFR §26.53.

The successful Bidder or Offerer must provide written confirmation of participation from each of the DBE firms the Bidder or Offerer lists in its commitment within five days after bid opening.

Date
1) The names and addresses of Disadvantaged Business Enterprise (DBE) firms that will participate in the contract;
2) A description of the work that each DBE firm will perform; 3) The dollar amount of the participation of each DBE firm listed under (1) 4) Written statement from Bidder or Offeror that attests their commitment to use the DBE firm(s) listed under (1) to meet the Owner's project goal; and 5) If Bidder or Offerer cannot meet the advertised project DBE goal, evidence of good faith efforts undertaken by the Bidder r- ',,<'/(},dn-'"'("',le ribed in appendix A to 49 CFR part 26.
q I Hoj1111'LThe Marshall Retail Group, LLC President/COO Company Name Title
~age 81 of 233
THE MARSHALL RETAIL GROUP, LLC // PSP // RFP 10-22 AIRPORT CONCESSIONS RETAIL FOOD AND BEVERAGE

SECTION F ATTACHMENT G
12 JOINT VENTURE ROLES& RESPONSIBILITIES
Duties of the Management Committee
Joint Venture
• Determine the amount and timing of any Capital Contributions in accordance with the adopted budgets and recommend the same to the Members.
• Monitor construction of the Concessions build outs, any renovations, and improvements, including the scheduling of meetings on site to be held with the Members and all contractors. • Monitor construction draws, change orders and budgets. • Review and adopt annual operating budgets as proposed by the Manager. • Approve annual strategic marketing plan for the Joint Venture. • Oversee any safety and/or loss prevention programs currently in place or established in the future. • Ensure compliance with operational standards, established policies federal/state/local laws, and ordinances.
• Monitor and evaluate Concessions activities to ensure all local and federal laws are adhered to with regards to hiring, training and termination policies.
• Establish reasonable reserve funds for the Joint Venture's business, as necessary and appropriate from revenues derived from Joint Venture operations to provide for future requirements, including anticipated short-term working capital needs.
• Oversight and review of all Concessions operations.

Duties of MRG
• Take any actions and execute any documents required in connection with any mortgage, note, bond, indemnity, security agreement, escrow, or bank letter of credit which may be required in connection with debt incurred by the Joint Venture, do all acts which it deems necessary or appropriate for the protection and preservation of the Joint Venture's assets, and make and revoke any decision permitted to the Joint Venture by any governmental authority. • Obtain all permits, licenses, franchises, and authorizations of whatever nature necessary for the operation of the Joint Venture's business and the ownership of its assets, the expenses of which will be treated as expenses of the Joint Venture.
• Prepare Joint Venture accounting, taxes, and process payroll and benefits, identify the amount and timing of any required working capital requirements in accordance with the adopted budgets, or on an as-needed basis, and submit the same to Management Committee.

DISADVANTAGED BUSINESS ENTERPRISE – REQUIRED PROVISIONS 1) The names and addresses of Disadvantaged Business Enterprise (DBE) firms that will participate in the contract;
Stella Adena
Rancho Relaxo CA
69930 Highway 111, Suite 116
Rancho Mirage, CA 92270
Shannon Westmore
SPACE b/d
369 S. Doheny Dr., Suite 125
Beverly Hills, CA 90211
Harold “Gil” Johnson
Procurement Concepts, Inc.
309 San Remo
Palm Desert, CA 92260
2) A description of the work that each DBE firm will perform; See draft roles & responsibilities on the following pages. 3) The dollar amount of the participation of each DBE firm listed under (1) Firm Name Ownership % Capital Contribution
Rancho Relaxo CA 10%
SPACE b/d 5%
Procurement Concepts, Inc. 5%
4) Written statement from Bidder or Offeror that attests their commitment to use the DBE firm(s) listed under (1) to meet the Owner’s project goal; and The Marshall Retail Group, LLC attests our commitment to using DBE firms Rancho Relaxo CA, SPACE b/d, and Procurement Concepts Inc.
5) If Bidder or Offeror cannot meet the advertised project DBE goal, evidence of good faith efforts undertaken by the Bidder or Offeror as described in appendix A to 49 CFR part 26.

Not applicable. MRG has exceeded the project DBE goal.
$327,300
$163,650
$163,650
Item 3A - Page 329
THE MARSHALL RETAIL GROUP, LLC // PSP // RFP 10-22 AIRPORT CONCESSIONS RETAIL FOOD AND BEVERAGE

SECTION F ATTACHMENT G
13 • In conjunction with MRG manage communication with the Airport with regard to all facets of Concessions operation. Ensure compliance with Airport regulations. • Conduct routine internal quality assessment audits and complete detailed written assessments to help determine preparedness of location and concurrence with brand standards and programs. • Manage the processing of transfers, recalls and price changes. Perform and demonstrate all operational duties, including production of all products at the direction of the Joint Venture. • Coordinate inventory count preparation process and manage communication with appropriate departments within MRG to ensure timely and smooth execution of inventory process. • Conduct on-site training to staff in operating standards, operating procedures and product standards.
• Attend and participate in all mandated Airport training on key elements of retail operations including merchandising, business development, and sales and promotions. • Maintain and implement effective cost controls, levels of service and quality standards to produce maximum sales and profits.
• Manage the Concessions to ensure they remain in a clean, presentable and sanitary condition. • Maintain speed of service targets for customer satisfaction in a fast paced Airport environment. • Serve as a video surveillance liaison to assist in investigations of internal and external theft, guest or employee accidents, property damage claims and customer and employee relation incidents. • Act on any issues that arise involving concession operations, including disseminating information about operations policies and procedures to personnel and disciplinary action as required.

Duties of Rancho Relaxo CA
• Enhance community presence of the Joint Venture through active participation and leadership roles with key community and charitable groups and organizations. • Source local products and local artisans to maintain a constant flow of new products and suppliers and to make recommendations to the team for the benefit of the Joint Venture.

Duties of SPACE b/d
• Maintain speed of service targets for customer satisfaction in a fast paced Airport environment. • Serve as a video surveillance liaison to assist in investigations of internal and external theft, guest or employee accidents, property damage claims and customer and employee relation incidents. • Conduct training for Concessions staff on all aspects of loss prevention.

Duties of Procurement Concepts, Inc.
• Apply for and obtain such insurance for public liability and other coverage necessary or appropriate for the Concessions in such amounts and of such types as required by the Lease or as the Management Committee determines.
• Ensure compliance with brand and operational standards, established policies and compliance with federal/state/local laws and ordinances, including with regards to hiring, training and termination policies.
• Provide certified trainers on improving customer service through continuous training; including key customer service metrics, surveys and measurements. • Distribute to Members sales reports, monthly operating reports, and copies of any reports provided to URW, and provide monthly review of financial reports. • Provide product procurement, operations, warehousing and fulfillment systems. • Confer with JV partners to ensure proper security procedures are in place to protect employees, customers and Joint Venture assets.
• Assist in performance of management responsibilities at the Lease Stores.

Duties of Rancho Relaxo CA, Space B/D, Procurement Concepts, Inc. and Duty Free Holdings, LLC • Liaise with Airport officials. Develop productive local client relationships. • Maintain appropriate levels of floor merchandise and oversight of staff employees in restocking sales floor merchandise from existing back-stock merchandise. • Adherence to the budgets established by the Management Committee for each term and period. • Participate in the creation and execution of key strategies to enhance the Joint Venture's positioning within the Airport environment and the community at large. Develop guest partnerships and grow the brand and business within the airport.

Duties of Rancho Relaxo CA, SPACE and Procurement Concepts, Inc. • Identify potential or existing operational problems and communicate initiatives to develop, and implement appropriate solutions and measure results;
• Maintain current inventory tracking forms and verify that merchandise is properly keyed into management system.
• Confirm receipt of deliveries and that all deliveries are recorded into merchandise management system.
• Comply with all applicable merchandise standards and measures including replenishment and visual presentation in adherence to brand standards maximizing sales and customer service; Item 3A - Page 330
THE MARSHALL RETAIL GROUP, LLC // PSP // RFP 10-22 AIRPORT CONCESSIONS RETAIL FOOD AND BEVERAGE

SECTION F ATTACHMENT G
14 • Conduct bi-annual physical inventories with manual cycle counts; • Maintain and enforce a training program that exceeds expectations with regards to customer service, and cleanliness.

Duties of Duty Free Holdings, Inc.
• Maintain speed of service targets for customer satisfaction in a fast paced Airport environment. • Serve as a video surveillance liaison to assist in investigations of internal and external theft, guest or employee accidents, property damage claims and customer and employee relation incidents. • Operate Coachella Duty Free (subtenant to joint venture).

Item 3A - Page 331
Solicitation Language (Race/Gender Neutral Means)
The requirements of 49 CFR part 26 apply to this contract. It is the policy of the The Marshall Retail Group, LLC to practice nondiscrimination based on race, color, sex, or national origin in the award or performance of this contract. The Owner encourages participation by all firms qualifying under this solicitation regardless of business size or ownership.

Prime Contracts (Projects Covered by a oeE Program)

DISADVANTAGED BUSINESS ENTERPRISES
Contract Assurance (§ 26.13) -
The Contractor or subcontractor shall not discriminate on the basis of race. color, national origin, or sex in the performance of this contract. The Contractor shall carry out applicable requirements of 49 CFR part 26 in the award and administration of Department of Transportation~assisted contracts. Failure by lM Contractor to carry out these requirements is a material breach of this contract, which may result In the termination of this contract or such other remedy as the Owner deems appropriate, which may include, but is not limited to:
1) Withholding monthly progress payments;
2) Assessing sanctions;
3) Liquidated damages; and/or
4) Disqualifying the Contractor from fUture bidding as non-responsible, Prompt Payment (§26.29) - The prime contractor agrees to pay each subcontractor under this prime contract for satisfactory performance of its contract no lc'lter than [specify number) days from the receipt of each payment the prime contractor receives from [Name of recipient].

The prime contractor agrees further to return retainage payments to each subcontractor within [specify the same number as above] days after the subcontractor's work is satisfactorily completed. Any delay or postponement of payment from the above referenced time frame may occur only for good cause following written approval of the [Name of Recipient]. This clause applies to ; t,~:,~n~~n-DBE subcontramo~...,,,........._ __ Date Signature ----- --
The Marshall Retail Group, LLC President1COO
------------- Company Name Title

Page 1 ends

THE MARSHALL RETAIL GROUP, LLC // PSP // RFP 10-22 AIRPORT CONCESSIONS RETAIL FOOD AND BEVERAGE

SECTION F ATTACHMENT G
15

Page 84 of 233 ends

TAX DELINQUENCY AND FELONY CONVICTIONS

CERTIFICATION OF OFFERER/BIDDER REGARDING TAX DELINQUENCY AND FELONY

CONVICTIONS
The applicant must complete the following two certification statements. The applicant must indicate its current status as it relates to tax delinquency and felony conviction by inserting a checkmark () in the space following the applicable response. The applicant agrees that, if awarded a contract resulting from this solicitation, it will incorporate this provision for certification in all lower tier subcontracts.

Certifications
1) The applicant represents that it is ( ) is not ( ) a corporation that has any unpaid Federal tax liability that has been assessed, for which all judicial and administrative remedies have been exhausted or have lapsed, and that is not being paid in a timely manner pursuant to an agreement with the authority responsible for collecting the tax liability. 2) The applicant represents that it is ( ) is not ( ) is not a corporation that was convicted of a criminal violation under any Federal law within the preceding 24 months.

Note
If an applicant responds in the affirmative to either of the above representations, the applicant is ineligible to receive an award unless the sponsor has received notification from the agency suspension and debarment official (SDO) that the SDO has considered suspension or debarment and determined that further action is not required to protect the Government’s interests. The applicant therefore must provide information to the owner about its tax liability or conviction to the Owner, who will then notify the FAA Airports District Office, which will then notify the agency’s SDO to facilitate completion of the required considerations before award decisions are made.

Term Definitions
Felony conviction: Felony conviction means a conviction within the preceding twenty-four (24) months of a felony criminal violation under any Federal law and includes conviction of an offense defined in a section of the U.S. code that specifically classifies the offense as a felony and conviction of an offense that is classified as a felony under 18 U.S.C. § 3559.

Tax Delinquency: A tax delinquency is any unpaid Federal tax liability that has been assessed, for which all judicial and administrative remedies have been exhausted, or have lapsed, and that is not being paid in a timely manner pursuant to an agreement with the authority responsible for collecting the tax liability.

Date Signature
Company Name Title
The Marshall Retail Group, LLC VP, General Counsel
X
X
9/19/22
DocuSign Envelope ID: 5BD3689E-BF5E-4D91-8AAA-A7F4CEB7A7B6 Item 3A - Page 332

FEDERAL FAIR LABOR STANDARDS ACT (FEDERAL MINIMUM WAGE) All contracts and subcontracts that result from this solicitation incorporate by reference the provisions of 29 CFR part 201 , the Federal Fair Labor Standards Act (FLSA), with the same force and effect as ~ given in full text. The FLSA sets minimum wage, overtime pay, recordkeeping , and child labor standards for full and part-time workers.

The [Contractor I Consultant] has full responsibi lity to monitor compliance to the referenced statute or regulation. The [Contractor I Consultant] must address any claims or disputes that arise from this requirement directly with the U.S. Department of Labor - Wage and Hour Division.

Date
The Marshall Retail Group, LLC
Company Name Title

Page 83 of 233 ends

1,"°""""" .. ""
_L~ ,J.:.'.~:. --------
THE MARSHALL RETAIL GROUP, LLC // PSP // RFP 10-22 AIRPORT CONCESSIONS RETAIL FOOD AND BEVERAGE

SECTION F ATTACHMENT G
16 ATTACHMENT G
Item 3A - Page 333

TRADE RESTRICTION CERTIFICATION
By submission of an offer, the Offeror certifies that with respect to this solicitation and any resultant contract, the Offeror -
1) is not owned or controlled by one or more citizens of a foreign country included in the list of countries that discriminate against U.S. firms as published by the Office of the United States Trade Representative (USTR);
2) has not knowingly entered into any contract or subcontract for this project with a person that is a citizen or national of a foreign country included on the list of countries that discriminate against U.S. firms as published by the USTR; and 3) has not entered into any subcontract for any product to be used on the Federal project that is produced in a foreign country included on the list of countries that discriminate against U.S. firms published by the USTR.

This certification concerns a matter within the jurisdiction of an agency of the United States of America and the making of a false, fictitious, or fraudulent certification may render the maker subject to prosecution under Title 18 USC Section 1001 .

The Offeror/Contractor must provide immediate written notice to the Owner if the Offeror/Contractor learns that its certification or that of a subcontractor was erroneous when submitted or has become erroneous by reason of changed circumstances. The Contractor must require subcontractors provide immediate written notice to the Contractor if at any time it learns that its certification was erroneous by reason of changed circumstances.

Unless the restrictions of this clause are waived by the Secretary of Transportation in accordance with 49 CFR 30.17, no contract shall be awarded to an Offeror or subcontractor:
1) who is owned or controlled by one or more citizens or nationals of a foreign country included on the list of countries that discriminate against U.S. firms published by the USTR or
2) whose subcontractors are owned or controlled by one or more citizens or nationals of a foreign country on such USTR list or
3) who incorporates in the public works project any product of a foreign country on such USTR list.

Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render, in good faith, the certification required by this provision. The knowledge and information of a contractor is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings.

The Offeror agrees that, if awarded a contract resulting from this solicitation, it will incorporate this provision for certification without modification in all lower tier subcontracts. The Contractor may rely on the certification of a prospective subcontractor that it is not a firm from a foreign country included on the list of countries that discriminate against U.S. firms as published by USTR, unless the Offerer has knowledge that the certification is erroneous.

Page 85 of 233 ends

This certification is a material representation of fact upon which reliance was placed when making an award. If it is later determined that the Contractor or subcontractor knowingly rendered an erroneous certification, the Federal Aviation Administration (FAA) may direct throug h the Owner cancellation of the contract or subcontr qt for default at no cost to the Owner or the FM .

Date
The Marshall Retail Group, LLC
Company Name Title

Page 86 of 233 ends

SECTION G
Pricing
Item 3A - Page 334
Program PRICING
Item 3A - Page 335
THE MARSHALL RETAIL GROUP, LLC // PSP // RFP 10-22 AIRPORT CONCESSIONS RETAIL FOOD AND BEVERAGE

SECTION G
2

Page 73 of 233 ends

FORM F1
Summary of Key Financial Propositions
Percentage Rent
Select ONE:
□ Retail
□ Food And Beverage
□“Blank Slate” No. 1 – 1 location – Regional Concourse
□ “Blank Slate” No. 2 – 1 location - Terminal Processer □ “Blank Slate” No. 3 – 1 location – Courtyard
Proposed Percentage Rent: _____%
Minimum Facility Build-Out Investment
Location ID Square Feet Total Proposed
Investment
Proposed
Investment per
Square Foot
TOTAL:

The signature of the officer below certifies that the above Financial Offer is supportable throughout the term of the lease to be awarded.

ATTEST:

Business Name
Printed Name of Officer
___________________________________
Date
___________________________________ The Marshall Retail Group, LLC __________________________________
Retail 1
Retail 2
Retail 3
Retail 4
Retail 5
Retail 6
Retail 7
1,302
361
361
2,197
44 44
X
* MRG will pay ongoing maintenance fees on vending
machines. Mid term refurbishment will not look like inline stores.
$950,000
$250,000
$450,000
$64,000
$18,000
$693
$1,247
$1,455
$409
Mobile Duty Free $50,000
162 $1,179
$730
$191,000
20 9/21/22
48 $1,350,000
$
$614
$
Mid Term
Refurb
3,323,000**
$1,042
$142,500
$37,500
$67,500
$202,500
-
-
-
-
$450,000
*
*
*
4,519 735
Matt Bilbrey
**The proposed capital investment shown here does not
include Opening Inventory or Pre-Opening Payroll & Training, which adds $791,136 in pre-opening costs, for a total of $4,114,136 in total estimated project costs, as shown in Forms F3.

ATTACHMENT F FORM F1
Item 3A - Page 336
ATTACHMENT "F"
PRICING / FINANCIAL FORMS F1 -F3
REQUEST FOR PROPOSAL (RFP 10-22)
AIRPORT CONCE:SSIONS - RETAIL FOOD AND BEVERAGE
Certified by: Matt Bilbrey, CFO
Firm Name: The Marshall Retail Group, LLC
Signature of Authorized Person:~ ~'--+· .... ~'"""- -"""~::;;;.....~..;;;;___.,,.__-,.. _ __ _ ) Printed Name: _Matt __ Bilbrey ....;_ ________________ _ Title: CFO
------------------~-----
Date: 9/22/2022

Page 72 of 233 ends

Sgnature~CHficer 7
THE MARSHALL RETAIL GROUP, LLC // PSP // RFP 10-22 AIRPORT CONCESSIONS RETAIL FOOD AND BEVERAGE

SECTION G
3 FORM 2: RETAIL PACKAGE

Page 74 of 233 ends

FORM F2
Financial Pro Forma
Complete one F2 Form for each Concession Location AND one for each Package (unless a “Blank Slate” one) Respondent Name: ______________________________________ Name of Location or Package: _____________________________ Calendar year: 2023 2024 2025 2026 2027
Enplaned passengers 1,298,581 1,329,420 1,360,993 1,393,315 1,426,404 Gross sales [A]
Less: Payroll, payroll taxes &
employee benefits [B]
Less: Cost of goods sold [C]
Less: General and admin.
expenses [D]
Less: Insurance [E]
Less: Licenses, permits, fees [F]
Less: Other direct expenses [G]
Less: Concession Fee (paid to
City) [H]
Total operating expenses [ I = B+C+D+E+F+G+H ]
Net operating income [ = A – I ]
The Marshall Retail Group, LLC
Retail Package
$8,511,269 $8,766,608 $9,029,606 $9,579,509
$1,171,628 $1,195,060 $1,218,962 $1,243,341 $1,268,208
$3,005,171 $3,095,326 $3,188,186 $3,283,831 $3,382,346
$510,676 $525,996 $541,776 $558,030 $574,771
$34,045 $35,066 $36,118 $37,202 $38,318
$85,113 $87,666 $90,296 $93,005 $95,795
$540,636 $556,855 $573,561 $590,767 $608,490
$9,300,494
$1,702,254
$7,049,522
$1,461,747
$1,753,322
$7,249,292
$1,517,316
$1,805,921
$7,454,820
$1,574,786
$1,860,099
$7,666,275
$1,634,219
$1,915,902
$7,883,830
$1,695,679
Item 3A - Page 337
THE MARSHALL RETAIL GROUP, LLC // PSP // RFP 10-22 AIRPORT CONCESSIONS RETAIL FOOD AND BEVERAGE

SECTION G
4 ASSUMPTIONS: RETAIL PACKAGE

RETAIL PACKAGE ASSUMPTIONS
As presented in the assumptions outlined in this section, MRG took “bottom-up” comparison of key retail performance metrics derived from MRG’s extensive retail network. Along with the minimum annual guarantee (MAG) as set forth in the RFP and our proposed percentage rent, our projections were used to calculate rent revenues to PSP and to complete the proformas.

RETAIL PERFORMANCE METRICS: Building upon internal and industry key performance indicators such as exposure, penetration, conversion, average ticket value (ATV), and sales per square foot, we developed sales builds, as shown on the assumptions page following the proformas for each concept. We benchmarked our sales against concession revenue provided in the RFP and several comparable MRG stores.

SALES PROJECTIONS: We project year one sales of $8.5M for the entire package and $97.6M in sales for the entire term. Our annual sales growth uses the enplanement data provided in Form F2 for the first five years.

After year five, we assumed a conservative 0.5% growth
on enplanements. We assumed 3% inflation annually on the bottom line sales. We also assumed 3% inflation annually for our sales assumptions. The proformas assume a first full year of sales for the contract with all stores open. Please see Section E Transition Plan, which includes a phased opening schedule including temporary operations.

PROPOSED PERCENTAGE RENT: We propose a percentage rent of 20%.

We arrived at this percentage by blending category rent of 24% for travel convenience and vending, 13% for specialty retail and tech, 15% for duty free, for the Coffee & Ice Cream truck, and 7% for Apple products. We agree to these category percentages should that be more desirable for the airport. Based on our proposed percentage rent and sales projections, we estimate year one rent revenues to the airport of $1.7M, and $19.5M over the 10-year initial term.

CAPITAL INVESTMENT & MIDTERM REFURBISHMENT: Our proposed initial capital investment for the build out of all concepts is $3,323,000 ($735 per square foot). This does not include opening inventory or pre-opening payroll & training, which adds $791,136 in preopening costs, for a total of $4,114,136 in total estimated project costs. Our proposed midterm refurbishment is 15% of the initial investment for Mojave Oasis, Uptown, Hey Joshua, and InMotion. MRG will pay ongoing maintenance fees on vending machines.
$0.00
$2,000,000.00
$4,000,000.00
$6,000,000.00
$8,000,000.00
$10,000,000.00
$12,000,000.00
Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

RETAIL PACKAGE SALES
$0.00
$500,000.00
$1,000,000.00
$1,500,000.00
$2,000,000.00
$2,500,000.00
Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

RENT REVENUE TO THE AIRPORT
Item 3A - Page 338
THE MARSHALL RETAIL GROUP, LLC // PSP // RFP 10-22 AIRPORT CONCESSIONS RETAIL FOOD AND BEVERAGE

SECTION G
5 FORM 2: UPTOWN ESSENTIALS (R1)

Page 74 of 233 ends

FORM F2
Financial Pro Forma
Complete one F2 Form for each Concession Location AND one for each Package (unless a “Blank Slate” one) Respondent Name: ______________________________________ Name of Location or Package: _____________________________ Calendar year: 2023 2024 2025 2026 2027
Enplaned passengers 1,298,581 1,329,420 1,360,993 1,393,315 1,426,404 Gross sales [A]
Less: Payroll, payroll taxes &
employee benefits [B]
Less: Cost of goods sold [C]
Less: General and admin.
expenses [D]
Less: Insurance [E]
Less: Licenses, permits, fees [F]
Less: Other direct expenses [G]
Less: Concession Fee (paid to
City) [H]
Total operating expenses [ I = B+C+D+E+F+G+H ]
Net operating income [ = A – I ]
The Marshall Retail Group, LLC
Uptown Essentials
$1,507,585 $1,552,813 $1,599,397 $1,647,379 $1,696,800
$230,906 $235,525 $240,235 $245,040 $249,941
$479,864 $494,260 $509,088 $524,361 $540,092
$90,455 $93,169 $95,964 $98,843 $101,808
$6,030 $6,211 $6,398 $6,590 $6,787
$15,076 $15,528 $15,994 $16,474 $16,968
$87,440 $90,063 $92,765 $95,548 $98,414
$301,517 $310,563 $319,879 $329,476 $339,360
$1,211,289 $1,245,319 $1,280,323 $1,316,330 $1,353,370
$296,296 $307,494 $319,074 $331,049 $343,431
Item 3A - Page 339
THE MARSHALL RETAIL GROUP, LLC // PSP // RFP 10-22 AIRPORT CONCESSIONS RETAIL FOOD AND BEVERAGE

SECTION G
6

Page 75 of 233 ends

FORM F3
Project Cost Plan

COST CATEGORY AMOUNT
Planning and Development (design, construction, inspection, etc.) $
Furniture, Fixtures and Equipment
Opening Inventory
Working Capital
Miscellaneous Opening Expenses (deposits, licenses, airport employee badging, etc.)
Pre-Opening Payroll & Training Expenses
Reserve/Contingency
Other (please list):

Total Estimated Project Cost $
Sources of Funding Amount
Total Funds Available $
Cash - WHSmith (parent company)
Cash/Debt - Ranch Relaxo $95,000.00
Cash/Debt - PCI $47,500.00
Cash/Debt - SPACE $47,500.00
950,000.00
$110,738
$19,242
$712,500.00
*
*
575,824
$315,000
$0
$5,727
$0
$53,449
1,079,980
Cash/Debt - DFH $47,500.00
* Please note: Pre-Opening Payroll & Training Expenses are Operating Expenses and are not considered part of our Proposed Initial Capital Investment. Similarly, Opening Inventory and Working Capital are not part of the Proposed Inital Capital Investment. As such, Total Funds Available do not match Total Estimated Project Cost on this form or form F1.

UPTOWN ESSENTIALS

RETAIL PERFORMANCE METRICS
Building upon internal and industry key performance indicators such as exposure, penetration, conversion, average ticket value (ATV), and sales per square foot, we developed a bottom-up sales build as shown in Table 1 below. We benchmarked our sales against concession revenue provided in the RFP and several comparable MRG stores, shown in Table 2.

SALES ASSUMPTIONS
TABLE 1: SALES BUILD
Airport Enplanements 1,298,581
Exposure 37.0%
Exposed Enplanements 480,475
Penetration 36.6%
Customers 175,902
Conversion 60.8%
Transactions 106,895
ATV $14.10
Spend per Enplanement $1.16
SALES $1,507,585
Form F2 assumes a full year of sales for the first year.

We plan to open a temporary unit in front of this
store during construction in February 2023, with the
unit fully opening in October 2023.

GROWTH ASSUMPTIONS
Our annual sales growth uses the enplanement data provided in Form F2 for the first five years.

After year five, we assumed a conservative 0.5% growth on enplanements. We assumed 3% inflation annually on the bottom line sales. We also assumed 3% inflation annually for our sales assumptions.

TABLE 2: COMPARABLE MRG STORES (8/29/21 - 8/27/2022)
STORE SQ FT ATV SALES CONV % TRAFFIC TRANS
679 The Well @ SMF T - A 3,167 $15.15 $7,214,001 53.1% 896,767 476,022 681 Travel+Well Kiosk @ SMF T - A 150 $7.65 $35,856 4,686 684 DepARTures @ SFO T - 1 910 $14.29 $3,452,984 57.9% 417,212 241,651 687 The Scoop @ SFO T - 1 526 $11.84 $1,812,832 60.0% 255,144 153,062 710 LA Confidential @ LAX TBrad West 984 $15.67 $2,272,764 50.9% 285,135 145,078 718 Flight Stop Kiosk @ LAX TBIT 60 $8.48 $1,289,159 152,050 720 AK Boulevard @ LAX T - 3 562 $11.15 $145,698 51.5% 25,344 13,062 724 Silicon Valley News @ SFO T - 3 918 $13.77 $1,920,149 46.3% 300,850 139,436

DEFINITIONS
• Exposure: The estimated percentage
of enplanements that will walk past
the store.
• Penetration: MRG utilizes camera
count technology to track footsteps
into the store from the concourse to
get an approximate number of total
potential customers. We used
average comparable store data to
estimate penetration.
• Conversion: Utilizing internal MRG
historical data by
merchandise/concept category, we
estimated how many customers
would convert to transactions.
• ATV: The estimated average ticket
value per customer, calculated using

ASSUMPTIONS: UPTOWN ESSENTIALS (R1) FORM 3: UPTOWN ESSENTIALS (R1) Item 3A - Page 340
THE MARSHALL RETAIL GROUP, LLC // PSP // RFP 10-22 AIRPORT CONCESSIONS RETAIL FOOD AND BEVERAGE 7 SECTION G FORM F4: UPTOWN ESSENTIALS (R1)
Provide the following information for each location. Use additional sheets if necessary.

1. Proposed merchandise categories and approximate price range for each category.

Location/
Store Name
Category and Description Price
Range
Value
Pricing
(y/n)

2. Describe the methods you will use to monitor and remain current with retail, news/ convenience and specialty retail food and beverage merchandising trends during the term of the Agreement.

3. Identify three comparable stores in the greater Coachella Valley Area for price comparisons in accordance with the City’s value pricing policy. If you operate other, similar stores in the the greater Coachella Valley Area, a sample of these stores must be included as a comparable store for price comparison.

4. The following venues are excluded as Comparable Locations:
• Concessions located in stadiums
• Arenas
• Casisnos
• Hotel gift shops
FORM F4
Retail 1: Uptown Essentials
Also indicate if the proposed price conforms to the City’s value pricing policy. See next page.

See next page.

Item 3A - Page 341
THE MARSHALL RETAIL GROUP, LLC // PSP // RFP 10-22 AIRPORT CONCESSIONS RETAIL FOOD AND BEVERAGE

SECTION G
8 FORM F4: UPTOWN ESSENTIALS (R1) FORM F4: UPTOWN ESSENTIALS (R1) R1 – Uptown Essentials Jerky $9.99 - $24.99 y
R1 – Uptown Essentials Other Misc. Gourmet Foods $6.99 - $17.99 y R1 – Uptown Essentials Packaged Snacks $3.99 - $11.99 y R1 – Uptown Essentials Packaged Candy $3.99 - $9.99 y
R1 – Uptown Essentials Candy/Gum/Mints $2.99 - $7.99 y
R1 – Uptown Essentials Protein Bars $4.99 - $9.99 y
R1 – Uptown Essentials Cookies/Crackers $3.99 - $7.99 y R1 – Uptown Essentials Chips/Popcorn $3.99 - $7.99 y
R1 – Uptown Essentials Juices $3.99 - $14.99 y
R1 – Uptown Essentials Kombucha $6.99 - $14.99 y
R1 – Uptown Essentials Bottled Water/Sodas $2.99 - $5.99 y R1 – Uptown Essentials Bottled/Canned Tea & Coffee $4.99 - $14.99 Y R1 – Uptown Essentials Sports/Energy Drinks $2.99 - $5.99 y

2. Describe the methods you will use to monitor and remain current with retail, news/convenience and specialty retail food and beverage merchandising trends during the term of the Agreement.

MRG uses multiple methods to monitor and remain current with retail merchandising trends.

First, we utilize our ACDBE partnerships to introduce us to new local vendors with whom they have established relationships. By connecting with our partners for newness within the local community, we are able to refresh these assortments throughout the year.

Additionally, our merchandising teams attend multiple shows a year to look at new product and market trends. On average, each merchant attends six shows per year – from Natural Food Show in Anaheim, to Sweets and Snacks Expo in Chicago, to MAGIC in Las Vegas. We are constantly seeking new vendors and trends to showcase in our stores.

Lastly, our merchant team will continue to explore and comp shop Palm Springs firsthand. They will continue to study the passenger profile, buying trends, and the breadth of the culture that Palm Springs encompasses. This will give our merchandising team what they need to Create Unique Experiences through the products we have in our stores.

3. Identify three comparable stores in the greater Coachella Valley Area for price comparisons in accordance with the City’s value pricing policy. If you operate other, similar stores in the greater Coachella Valley Area, a sample of these stores must be included as a comparable store for price comparison.

1. Rancho Relaxo

2. Sherman’s Deli & Bakery

3. TKB Bakery & Deli

4. Aspen Mills Bakery & Bread Co.

5. Walgreens

6. Target

7. Walmart

4. The following venues are excluded as Comparable Locations:

1. Proposed merchandise categories and approximate price range for each category. Also indicate if the proposed price conforms to the City’s value pricing policy.

Location/Store Name Category and Description Price Range Value Pricing (y/n) R1 – Uptown Essentials Collectibles $12.95 - $89.95 y
R1 – Uptown Essentials Apothecary $8.95 - $49.95 y
R1 – Uptown Essentials Stationery, Paper Goods & Office $7.95 - $39.95 y R1 – Uptown Essentials Plush/Toy $8.95 - $49.95 y
R1 – Uptown Essentials Palm Springs Themed Gifts $9.95 - $69.95 y R1 – Uptown Essentials Gift Accessories $19.95 - $89.95 y R1 – Uptown Essentials Pet Gifts $7.95 - $59.95 y
R1 – Uptown Essentials Candles $12.95 - $49.95 y
R1 – Uptown Essentials Destination Apparel & Accessories $19.95 - $59.95 y R1 – Uptown Essentials Licensed Sports Apparel &
Accessories
$19.95 - $129.95 y
R1 – Uptown Essentials Headphones ANC/BT $9.99 - $399.99 y R1 – Uptown Essentials Earbuds BT $29.99 - $149.99 y
R1 – Uptown Essentials True Wireless Earbuds $39.99 - $499.99 y R1 – Uptown Essentials Tech Accessories $9.99 - $199.99 y R1 – Uptown Essentials Health & Beauty $1.99 - $39.99 y R1 – Uptown Essentials Personal Protective Equipment $2.99 - $7.99 y R1 – Uptown Essentials Luggage $50.00 - $200.00 y
R1 – Uptown Essentials Travel Pillow $14.99 - $59.99 y
R1 – Uptown Essentials Travel Blanket $4.99 - $29.99 y
R1 – Uptown Essentials Travel Accessories $19.99 - $109.99 y R1 – Uptown Essentials Compression Socks $4.99 - $14.99 y R1 – Uptown Essentials Drinkware $4.95 - $34.95 y
R1 – Uptown Essentials Keychains/Magnets $4.95 - $9.95 y R1 – Uptown Essentials Ornaments $5.95 - $29.95 y
R1 – Uptown Essentials Frames $8.95 - $14.95 y
R1 – Uptown Essentials Postcards/Calendars $1.95 - $16.95 y R1 – Uptown Essentials Books $12.95 - $79.95 y
R1 – Uptown Essentials Magazines/Newspapers Published Price y R1 – Uptown Essentials Sandwiches $6.99 - $15.99 y
R1 – Uptown Essentials Salads $6.99 - $15.99 y
R1 – Uptown Essentials Fruit Cups $5.99 - $9.99 y
R1 – Uptown Essentials Yogurt Parfaits $5.99 - $9.99 y
R1 – Uptown Essentials Chocolate Bars $3.99 - $15.99 y
R1 – Uptown Essentials Boxed Chocolates $8.99 - $35.99 y R1 – Uptown Essentials Snack Mixes/Nuts/Seeds $6.99 - $10.99 y R1 – Uptown Essentials Plant Based Snacks $4.99 - $12.99 y R1 – Uptown Essentials Keto Snacks $4.99 - $12.99 y
R1 – Uptown Essentials Gluten Free Snacks $4.99 - $14.99 y R1 – Uptown Essentials Chips/Pretzels $4.99 - $9.99 y
R1 – Uptown Essentials Popcorn $5.99 - $14.99 y
• Concessions located in stadiums
• Arenas
• Casinos
• Hotel gift shops
Item 3A - Page 342
THE MARSHALL RETAIL GROUP, LLC // PSP // RFP 10-22 AIRPORT CONCESSIONS RETAIL FOOD AND BEVERAGE

SECTION G
9 FORM 2: THE PINK DOOR (R2)

Page 74 of 233 ends

FORM F2
Financial Pro Forma
Complete one F2 Form for each Concession Location AND one for each Package (unless a “Blank Slate” one) Respondent Name: ______________________________________ Name of Location or Package: _____________________________ Calendar year: 2023 2024 2025 2026 2027
Enplaned passengers 1,298,581 1,329,420 1,360,993 1,393,315 1,426,404 Gross sales [A]
Less: Payroll, payroll taxes &
employee benefits [B]
Less: Cost of goods sold [C]
Less: General and admin.
expenses [D]
Less: Insurance [E]
Less: Licenses, permits, fees [F]
Less: Other direct expenses [G]
Less: Concession Fee (paid to
City) [H]
Total operating expenses [ I = B+C+D+E+F+G+H ]
Net operating income [ = A – I ]
The Marshall Retail Group, LLC
The Pink Door
$240,000 $247,200 $254,616 $262,254 $270,122
$29,538 $30,129 $30,731 $31,346 $31,973
$86,240 $88,827 $91,492 $94,237 $97,064
$14,400 $14,832 $15,277 $15,735 $16,207
$960 $989 $1,018 $1,049 $1,080
$2,400 $2,472 $2,546 $2,623 $2,701
$17,520 $18,045 $18,586 $19,144 $19,718
$48,000 $49,440 $50,923 $52,451 $54,024
$199,058 $204,734 $210,575 $216,585 $222,769
$40,942 $42,466 $44,041 $45,670 $47,354
Item 3A - Page 343
THE MARSHALL RETAIL GROUP, LLC // PSP // RFP 10-22 AIRPORT CONCESSIONS RETAIL FOOD AND BEVERAGE

SECTION G
10

Page 75 of 233 ends

FORM F3
Project Cost Plan

Total Estimated Project Cost $
Sources of Funding Amount
Total Funds Available $
Cash - WHSmith (parent company)
Cash/Debt - Rancho Relaxo $19,100.00
Cash/Debt - PCI $9,550.00
Cash/Debt - SPACE $9,550.00
191,000.00
$19,902
$2,462
$143,250.00
*
*
$60,000
$0
$0
$0
119,880
$11,119
213,363
Cash/Debt - DFH $9,550.00
* Please note: Pre-Opening Payroll & Training Expenses are Operating Expenses and are not considered part of our Proposed Initial Capital Investment. Similarly, Opening Inventory and Working Capital are not part of the Proposed Inital Capital Investment. As such, Total Funds Available do not match Total Estimated Project Cost on this form or form F1.

THE PINK DOOR

SALES ASSUMPTIONS
TABLE 1: SALES BUILD
Airport Enplanements 1,298,581
Exposure 100.0%
Exposed Enplanements 1,298,581
Penetration 1.7%
Customers 22,069
Conversion 75.0%
Transactions 16,552
ATV $14.50
Spend per Enplanement $0.18
SALES $240,000
Form F2 assumes a full year of sales for the first year.

We plan to open this unit fully in April of 2023,
assuming there are no lead time issues with the
vending machines.

GROWTH ASSUMPTIONS
Our annual sales growth uses the enplanement data provided in Form F2 for the first five years. After year five, we assumed a conservative 0.5% growth on enplanements. We assumed 3% inflation annually on the bottom line sales. We also assumed 3% inflation annually for our sales assumptions.

DEFINITIONS
• Exposure: The estimated percentage of
enplanements that will walk past the
store.
• Penetration: Percentage of
enplanements who will walk up to the
vending machine based on industry
metrics.
• Conversion: Utilizing internal MRG
historical data by merchandise/concept
category, we estimated how many
customers would convert to
transactions.
• ATV: The estimated average ticket
value per customer, calculated using
internal MRG historical data from
comparable category sales.

ASSUMPTIONS: THE PINK DOOR (R2) FORM 3: THE PINK DOOR (R2) Item 3A - Page 344
THE MARSHALL RETAIL GROUP, LLC // PSP // RFP 10-22 AIRPORT CONCESSIONS RETAIL FOOD AND BEVERAGE

SECTION G
11 FORM F4: THE PINK DOOR (R2) FORM F4: THE PINK DOOR (R2) Provide the following information for each location. Use additional sheets if necessary.

1. Proposed merchandise categories and approximate price range for each category.

Location/
Store Name
Category and Description Price
Range
Value
Pricing
(y/n)

2. Describe the methods you will use to monitor and remain current with retail, news/ convenience and specialty retail food and beverage merchandising trends during the term of the Agreement.

4. The following venues are excluded as Comparable Locations:
• Concessions located in stadiums
• Arenas
• Casisnos
• Hotel gift shops
FORM F4
Retail 2: The Pink Door
Also indicate if the proposed price conforms to the City’s value pricing policy. See next page.

See next page.

1. Proposed merchandise categories and approximate price range for each category. Also indicate if the proposed price conforms to the City’s value pricing policy.

Location/Store Name Category and Description Price Range Value Pricing (y/n) R2 – The Pink Door Wraps $9.99 - $10.99 y
R2 – The Pink Door Salads & Bowls $7.99 - $11.99 y
R2 – The Pink Door Yogurt/Chia Pudding $2.99 - $6.99 y
R2 – The Pink Door Snack Mixes/Nuts/Seeds $6.99 - $10.99 y R2 – The Pink Door Gluten Free Snacks $4.99 - $14.99 y
R2 – The Pink Door Packaged Snacks $3.99 - $11.99 y
R2 – The Pink Door Candy/Gum/Mints $2.99 - $7.99 y
R2 – The Pink Door Protein Bars $4.99 - $9.99 y
R2 – The Pink Door Cookies/Crackers $3.99 - $7.99 y
R2 – The Pink Door Chips/Popcorn/Pretzels $3.99 - $9.99 y R2 – The Pink Door Juices $3.99 - $12.99 y
R2 – The Pink Door Kombucha $6.99 - $14.99 y
R2 – The Pink Door Bottled Water/Sodas $2.99 - $5.99 y
R2 – The Pink Door Bottled/Canned Tea & Coffee $4.99 - $14.99 y R2 – The Pink Door Sports/Energy Drinks $2.99 - $5.99 y R2 – The Pink Door Self-Serve Coffee & Tea $2.99 - $7.99 y R2 – The Pink Door Travel Accessories $2.99 - $59.99 y

2. Describe the methods you will use to monitor and remain current with retail, news/convenience and specialty retail food and beverage merchandising trends during the term of the Agreement.

MRG uses multiple methods to monitor and remain current with retail merchandising trends.

3. Identify three comparable stores in the greater Coachella Valley Area for price comparisons in accordance with the City’s value pricing policy. If you operate other, similar stores in the greater Coachella Valley Area, a sample of these stores must be included as a comparable store for price comparison.

1. Joshua Tree Coffee Company

2. Walgreens

3. Target

4. Walmart

4. The following venues are excluded as Comparable Locations:
• Concessions located in stadiums
• Arenas
• Casinos
• Hotel gift shops
Item 3A - Page 345
THE MARSHALL RETAIL GROUP, LLC // PSP // RFP 10-22 AIRPORT CONCESSIONS RETAIL FOOD AND BEVERAGE

SECTION G
12 FORM 2: INMOTION (R3)

Page 74 of 233 ends

FORM F2
Financial Pro Forma
Complete one F2 Form for each Concession Location AND one for each Package (unless a “Blank Slate” one) Respondent Name: ______________________________________ Name of Location or Package: _____________________________ Calendar year: 2023 2024 2025 2026 2027
Enplaned passengers 1,298,581 1,329,420 1,360,993 1,393,315 1,426,404 Gross sales [A]
Less: Payroll, payroll taxes &
employee benefits [B]
Less: Cost of goods sold [C]
Less: General and admin.
expenses [D]
Less: Insurance [E]
Less: Licenses, permits, fees [F]
Less: Other direct expenses [G]
Less: Concession Fee (paid to
City) [H]
Total operating expenses [ I = B+C+D+E+F+G+H ]
Net operating income [ = A – I ]
The Marshall Retail Group, LLC
InMotion
$542,614 $558,892 $575,659 $592,929 $610,716
$132,920 $135,578 $138,290 $141,056 $143,877
$234,409 $241,441 $248,685 $256,145 $263,830
$32,557 $33,534 $34,540 $35,576 $36,643
$2,170 $2,236 $2,303 $2,372 $2,443
$5,426 $5,589 $5,757 $5,929 $6,107
$31,472 $32,416 $33,388 $34,390 $35,422
$108,523 $111,778 $115,132 $118,586 $122,143
$547,477 $562,572 $578,093 $594,053 $610,464
$4,863 $3,680 $2,434 $1,124 $252
Item 3A - Page 346
THE MARSHALL RETAIL GROUP, LLC // PSP // RFP 10-22 AIRPORT CONCESSIONS RETAIL FOOD AND BEVERAGE

SECTION G
13

Page 75 of 233 ends

FORM F3
Project Cost Plan

Total Estimated Project Cost $
Sources of Funding Amount
Total Funds Available $
Cash - WHSmith (parent company)
Cash/Debt - Rancho Relaxo $25,000.00
Cash/Debt - PCI $12,500.00
Cash/Debt - SPACE $12,500.00
250,000.00
$54,094
$11,077
$187,500.00
*
*
* Please note: Pre-Opening Payroll & Training Expenses are Operating Expenses and are not considered part of our Proposed Initial Capital Investment. Similarly, Opening Inventory and Working Capital are not part of the Proposed Inital Capital Investment. As such, Total Funds Available do not match Total Estimated Project Cost on this form or form F1.
$90,000
$0
$0
$0
315,171
145,400
$14,600
Cash/Debt - DFH $12,500.00

INMOTION

SALES ASSUMPTIONS
TABLE 1: SALES BUILD
Airport Enplanements 1,298,581
Exposure 63.0%
Exposed Enplanements 818,106
Penetration 3.6%
Customers 29,452
Conversion 26.5%
Transactions 7,797
ATV $69.59
Spend per Enplanement $0.42
SALES $542,614
Form F2 assumes a full year of sales for the first year.

We plan to open this store fully in October 2023.

TABLE 2: COMPARABLE INMOTION STORES (8/29/21 - 8/27/2022) STORE SQ FT ATV SALES CONV % TRAFFIC TRANS
786 INMOTION LAX-2 468 $78.99 $3,470,775 27.9% 157,660 43,942 791 INMOTION OAK-2A 360 $70.55 $794,866 23.6% 47,688 11,266 809 INMOTION SAN-2 617 $60.48 $1,059,839 26.9% 65,059 17,524 816 INMOTION SFO-5 627 $74.25 $1,263,374 41.9% 40,630 17,015 817 INMOTION SFO-A1 1111 $69.97 $1,115,887 17.8% 89,628 15,947 818 INMOTION SFO-E1 670 $68.64 $1,147,375 27.9% 59,935 16,717 823 INMOTION SMF-B2 463 $64.35 $955,376 24.9% 59,699 14,847 830 INMOTION SMF-A 517 $66.83 $708,841 27.7% 38,231 10,607

DEFINITIONS
• Exposure: The estimated percentage of
enplanements that will walk past the
store.
• Penetration: InMotion utilizes camera
count technology to track footsteps into
the store from the concourse to get an
approximate number of total potential
customers. We used average comparable
store data to estimate penetration.
• Conversion: Utilizing internal InMotion
historical data by merchandise/concept
category, we estimated how many
customers would convert to transactions.
• ATV: The estimated average ticket value
per customer, calculated using internal
InMotion historical data from comparable
stores.

ASSUMPTIONS: INMOTION (R3) FORM 3: INMOTION (R3)
Item 3A - Page 347
THE MARSHALL RETAIL GROUP, LLC // PSP // RFP 10-22 AIRPORT CONCESSIONS RETAIL FOOD AND BEVERAGE

SECTION G
14 Provide the following information for each location. Use additional sheets if necessary.

1. Proposed merchandise categories and approximate price range for each category.

Location/
Store Name
Category and Description Price
Range
Value
Pricing
(y/n)

2. Describe the methods you will use to monitor and remain current with retail, news/ convenience and specialty retail food and beverage merchandising trends during the term of the Agreement.

4. The following venues are excluded as Comparable Locations:
• Concessions located in stadiums
• Arenas
• Casisnos
• Hotel gift shops
FORM F4
Retail 3: InMotion
Also indicate if the proposed price conforms to the City’s value pricing policy. See next page.

See next page.

1. Proposed merchandise categories and approximate price range for each category. Also indicate if the proposed price conforms to the City’s value pricing policy.

Location/Store Name Category and Description Price Range Value Pricing (y/n) R3 – InMotion Cameras $99.99 - $499.99 y
R3 – InMotion Headphones ANC/BT $49.99 - $999.99 y
R3 – InMotion Earbuds - Bluetooth $29.99 - $149.99 y
R3 – InMotion True Wireless Earbuds $39.99 - $499.99 y
R3 – InMotion Web Cams - Presenters $29.99 - $79.99 y
R3 – InMotion Cases $9.99 - $129.99 y
R3 – InMotion Flash Drives - SD Cards - Micro SD $9.99 - $89.99 y R3 – InMotion Screen Protectors $29.99 - $59.99 y
R3 – InMotion Cables/Adapters $14.99 - $79.99 y
R3 – InMotion Fashion Accessories $14.99 - $69.99 y
R3 – InMotion Misc. Accessories $9.99 - $49.99 y
R3 – InMotion Portable Bluetooth Speakers $39.99 - $499.99 y R3 – InMotion Phone Cards $60.00 - $60.00 y
R3 – InMotion Portable Chargers $29.99 - $199.99 y
R3 – InMotion Tablets $279.99 - $1,099.99 y
R3 – InMotion Phones $99.99 - $499.99 y
R3 – InMotion Smart Watches & Wearables $129.99 - $999.99 y R3 – InMotion Laptops/Notebooks $949.99 - $2,299.99 y
R3 – InMotion Digital Cameras $149.99 - $529.99 y
R3 – InMotion Health & Wellness Accessories $29.99 - $399.99 y R3 – InMotion Travel Accessories $19.99 - $109.99 y
R3 – InMotion Backpacks/Totes $9.99 - $289.99 y
R3 – InMotion Luggage $59.99 - $599.99 y
R3 – InMotion Pillows $12.99 - $64.99 y

2. Describe the methods you will use to monitor and remain current with retail, news/convenience and specialty retail food and beverage merchandising trends during the term of the Agreement.

To stay current on InMotion merchandising trends, we utilize key staff including District Manager Alex Gomez, who has been with InMotion for 23 years and our strong brand partnerships. Relationships with premium brands in tech include Apple, Sony, Bose, and Beats. Our global reach continues to provide us the capability to build upon these relationships and be some of the first in the know when new products hit the market. We are the only physical retailer who runs exclusive Bose promotions, which allows us to run one day sales or holiday special events.

3. Identify three comparable stores in the greater Coachella Valley Area for price comparisons in accordance with the City’s value pricing policy. If you operate other, similar stores in the greater Coachella Valley Area, a sample of these stores must be included as a comparable store for price comparison.

1. Best Buy
FORM F4: INMOTION (R3) FORM F4: INMOTION (R3)

2. Apple

3. Target

4. The following venues are excluded as Comparable Locations:
• Concessions located in stadiums
• Arenas
• Casinos
• Hotel gift shops
Item 3A - Page 348
THE MARSHALL RETAIL GROUP, LLC // PSP // RFP 10-22 AIRPORT CONCESSIONS RETAIL FOOD AND BEVERAGE

SECTION G
15 FORM 2: HEY JOSHUA (R4)

Page 74 of 233 ends

FORM F2
Financial Pro Forma
Complete one F2 Form for each Concession Location AND one for each Package (unless a “Blank Slate” one) Respondent Name: ______________________________________ Name of Location or Package: _____________________________ Calendar year: 2023 2024 2025 2026 2027
Enplaned passengers 1,298,581 1,329,420 1,360,993 1,393,315 1,426,404 Gross sales [A]
Less: Payroll, payroll taxes &
employee benefits [B]
Less: Cost of goods sold [C]
Less: General and admin.
expenses [D]
Less: Insurance [E]
Less: Licenses, permits, fees [F]
Less: Other direct expenses [G]
Less: Concession Fee (paid to
City) [H]
Total operating expenses [ I = B+C+D+E+F+G+H ]
Net operating income [ = A – I ]
The Marshall Retail Group, LLC
Hey Joshua
$2,079,935 $2,142,333 $2,206,603 $2,272,801 $2,340,985
$196,259 $200,184 $204,188 $208,271 $212,437
$682,843 $703,328 $724,428 $746,161 $768,545
$124,796 $128,540 $132,396 $136,368 $140,459
$8,320 $8,569 $8,826 $9,091 $9,364
$20,799 $21,423 $22,066 $22,728 $23,410
$140,528 $144,744 $149,086 $153,559 $158,165
$415,987 $428,467 $441,321 $454,560 $468,197
$1,589,531 $1,635,255 $1,682,310 $1,730,738 $1,780,577
$490,403 $507,078 $524,292 $542,063 $560,408
Item 3A - Page 349
THE MARSHALL RETAIL GROUP, LLC // PSP // RFP 10-22 AIRPORT CONCESSIONS RETAIL FOOD AND BEVERAGE

SECTION G
16

Page 75 of 233 ends

FORM F3
Project Cost Plan

Total Estimated Project Cost $
Sources of Funding Amount
Total Funds Available $
Cash - WHSmith (parent company)
Cash/Debt - Rancho Relaxo $45,000.00
Cash/Debt - PCI $22,500.00
Cash/Debt - SPACE $22,500.00
450,000.00
$157,579
623,934
$16,355
$337,500.00
*
* Please note: Pre-Opening Payroll & Training Expenses are Operating Expenses and are not considered part of our Proposed Initial Capital Investment. Similarly, Opening Inventory and Working Capital are not part of the Proposed Inital Capital Investment. As such, Total Funds Available do not match Total Estimated Project Cost on this form or form F1.
$155,000
*
$0
$0
$0
269,258
$25,742
Cash/Debt - DFH $22,500.00

HEY JOSHUA

SALES ASSUMPTIONS
TABLE 1: SALES BUILD
Airport Enplanements 1,298,581
Exposure 63.0%
Exposed Enplanements 818,106
Penetration 29.7%
Customers 242,683
Conversion 60.8%
Transactions 147,477
ATV $14.10
Spend per Enplanement $1.60
SALES $2,079,935
Form F2 assumes a full year of sales for the first year.

We plan to open this store fully in October 2023.

DEFINITIONS
• Exposure: The estimated percentage of
enplanements that will walk past the
store.
• Penetration: MRG utilizes camera count
technology to track footsteps into the
store from the concourse to get an
approximate number of total potential
customers. We used average comparable
store data to estimate penetration.
• Conversion: Utilizing internal MRG
historical data by merchandise/concept
category, we estimated how many
customers would convert to transactions.
• ATV: The estimated average ticket value
per customer, calculated using internal
MRG historical data from comparable
stores.

ASSUMPTIONS: HEY JOSHUA (R4) FORM 3: HEY JOSHUA (R4)
Item 3A - Page 350
THE MARSHALL RETAIL GROUP, LLC // PSP // RFP 10-22 AIRPORT CONCESSIONS RETAIL FOOD AND BEVERAGE

SECTION G
17 1. Proposed merchandise categories and approximate price range for each category. Also indicate if the proposed price conforms to the City’s value pricing policy.

Location/Store Name Category and Description Price Range Value Pricing (y/n) R4 – Hey Joshua Stationery, Paper Goods & Office $7.95 - $39.95 y R4 – Hey Joshua Palm Springs Themed Gifts $9.95 - $69.95 y R4 – Hey Joshua Local Gifts $19.95 - $89.95 y
R4 – Hey Joshua Health & Beauty $1.99 - $39.99 y
R4 – Hey Joshua Personal Protective Equipment $2.99 - $7.99 y R4 – Hey Joshua Travel Essentials $2.99 - $59.99 y
R4 – Hey Joshua Drinkware $4.95 - $34.95 y
R4 – Hey Joshua Keychains/Magnets $4.95 - $9.95 y
R4 – Hey Joshua Ornaments $5.95 - $29.95 y
R4 – Hey Joshua Frames $8.95 - $14.95 y
R4 – Hey Joshua Postcards $1.95 - $2.95 y
R4 – Hey Joshua Books $12.95 - $79.95 y
R4 – Hey Joshua Magazines/Newspapers Published Price y
R4 – Hey Joshua Sandwiches $6.99 - $15.99 y
R4 – Hey Joshua Salads $6.99 - $15.99 y
R4 – Hey Joshua Fruit Cups $5.99 - $9.99 y
R4 – Hey Joshua Yogurt Parfaits $5.99 - $9.99 y
R4 – Hey Joshua Chocolate Bars $3.99 - $15.99 y
R4 – Hey Joshua Snack Mixes/Nuts/Seeds $6.99 - $10.99 y R4 – Hey Joshua Plant Based Snacks $4.99 - $12.99 y
R4 – Hey Joshua Keto Snacks $4.99 - $12.99 y
R4 – Hey Joshua Gluten Free Snacks $4.99 - $14.99 y
R4 – Hey Joshua Chips/Pretzels $4.99 - $9.99 y
R4 – Hey Joshua Popcorn $5.99 - $14.99 y
R4 – Hey Joshua Jerky $9.99 - $24.99 y
R4 – Hey Joshua Other Misc. Gourmet Foods $6.99 - $17.99 y R4 – Hey Joshua Packaged Snacks $3.99 - $11.99 y
R4 – Hey Joshua Packaged Candy $3.99 - $9.99 y
R4 – Hey Joshua Candy/Gum/Mints $2.99 - $7.99 y
R4 – Hey Joshua Protein Bars $4.99 - $9.99 y
R4 – Hey Joshua Cookies/Crackers $3.99 - $7.99 y
R4 – Hey Joshua Chips/Popcorn $3.99 - $7.99 y
R4 – Hey Joshua Juices $3.99 - $14.99 y
R4 – Hey Joshua Kombucha $6.99 - $14.99 y
R4 – Hey Joshua Bottled Water/Sodas $2.99 - $5.99 y
R4 – Hey Joshua Bottled/Canned Tea & Coffee $4.99 - $14.99 y R4 – Hey Joshua Sports/Energy Drinks $2.99 - $5.99 y

2. Describe the methods you will use to monitor and remain current with retail, news/convenience and specialty retail food and beverage merchandising trends during the term of the Agreement.

Provide the following information for each location. Use additional sheets if necessary.

1. Proposed merchandise categories and approximate price range for each category.

Location/
Store Name
Category and Description Price
Range
Value
Pricing
(y/n)

2. Describe the methods you will use to monitor and remain current with retail, news/ convenience and specialty retail food and beverage merchandising trends during the term of the Agreement.

4. The following venues are excluded as Comparable Locations:
• Concessions located in stadiums
• Arenas
• Casisnos
• Hotel gift shops
FORM F4
Retail 4: Hey Joshua
Also indicate if the proposed price conforms to the City’s value pricing policy. See next page.

See next page.

FORM F4: HEY JOSHUA (R4) FORM F4: HEY JOSHUA (R4)
Item 3A - Page 351
THE MARSHALL RETAIL GROUP, LLC // PSP // RFP 10-22 AIRPORT CONCESSIONS RETAIL FOOD AND BEVERAGE

SECTION G
18 FORM F4: HEY JOSHUA (R4)
MRG uses multiple methods to monitor and remain current with retail merchandising trends.

3. Identify three comparable stores in the greater Coachella Valley Area for price comparisons in accordance with the City’s value pricing policy. If you operate other, similar stores in the greater Coachella Valley Area, a sample of these stores must be included as a comparable store for price comparison.

1. Rancho Relaxo

2. Sherman’s Deli & Bakery

3. TKB Bakery & Deli

4. Aspen Mills Bakery & Bread Co.

5. Walgreens

6. Target

7. Walmart

4. The following venues are excluded as Comparable Locations:
• Concessions located in stadiums
• Arenas
• Casinos
• Hotel gift shops
Item 3A - Page 352
THE MARSHALL RETAIL GROUP, LLC // PSP // RFP 10-22 AIRPORT CONCESSIONS RETAIL FOOD AND BEVERAGE

SECTION G
19

Page 74 of 233 ends

FORM F2
Financial Pro Forma
Complete one F2 Form for each Concession Location AND one for each Package (unless a “Blank Slate” one) Respondent Name: ______________________________________ Name of Location or Package: _____________________________ Calendar year: 2023 2024 2025 2026 2027
Enplaned passengers 1,298,581 1,329,420 1,360,993 1,393,315 1,426,404 Gross sales [A]
Less: Payroll, payroll taxes &
employee benefits [B]
Less: Cost of goods sold [C]
Less: General and admin.
expenses [D]
Less: Insurance [E]
Less: Licenses, permits, fees [F]
Less: Other direct expenses [G]
Less: Concession Fee (paid to
City) [H]
Total operating expenses [ I = B+C+D+E+F+G+H ]
Net operating income [ = A – I ]
The Marshall Retail Group, LLC
Mojave Oasis
$3,687,774 $3,798,408 $3,912,360 $4,029,731 $4,150,623
$516,947 $527,286 $537,832 $548,589 $559,560
$1,342,719 $1,383,000 $1,424,490 $1,467,225 $1,511,242
$221,266 $227,904 $234,742 $241,784 $249,037
$14,751 $15,194 $15,649 $16,119 $16,602
$36,878 $37,984 $39,124 $40,297 $41,506
$233,783 $240,796 $248,020 $255,460 $263,124
$737,555
$3,103,899
$583,876
$759,682
$3,191,846
$606,561
$782,472
$3,282,329
$630,031
$805,946
$3,375,420
$654,310
$830,125
$3,471,197
$679,426
FORM 2: MOJAVE OASIS (R5)
Item 3A - Page 353
THE MARSHALL RETAIL GROUP, LLC // PSP // RFP 10-22 AIRPORT CONCESSIONS RETAIL FOOD AND BEVERAGE

SECTION G
20

Page 75 of 233 ends

FORM F3
Project Cost Plan

Total Estimated Project Cost $
Sources of Funding Amount
Total Funds Available $
Cash - WHSmith (parent company)
Cash/Debt - Rancho Relaxo $150,000.00
Cash/Debt - PCI $75,000.00
Cash/Debt - SPACE $75,000.00
1,500,000.00
$309,858
$43,079
$1,125,000.00
1,702,937
*
*
$455,000
$0
$0
$0
818,373
$76,627
Cash/Debt - DFH $75,000.00
* Please note: Pre-Opening Payroll & Training Expenses are Operating Expenses and are not considered part of our Proposed Initial Capital Investment. Similarly, Opening Inventory and Working Capital are not part of the Proposed Inital Capital Investment. As such, Total Funds Available do not match Total Estimated Project Cost on this form or form F1.

MOJAVE OASIS

SALES ASSUMPTIONS
TABLE 1: SALES BUILD
MOJAVE
OASIS

COFFEE & ICE

CREAM TRUCK
Airport Enplanements 1,298,581 1,298,581
Exposure 63.0% 63.0%
Exposed Enplanements 818,106 818,106
Penetration 36.6% 3.0%
Customers 299,509 19,386
Conversion 51.2% 80.0%
Transactions 153,349 15,509
ATV $23.09 $9.50
Spend per Enplanement $2.73 $0.11
SALES $3,540,443 $147,331
Year one sales for the unit are estimated at $3,687,774. Form F2 assumes a full year of sales for the first year. We plan to open a temporary unit in front of this store during construction in February 2023, with the unit fully opening in October 2023.

TABLE 2: COMPARABLE MRG STORES (8/29/21 - 8/27/2022)
STORE SQ FT ATV SALES CONV % TRAFFIC TRANS
665 District Market @ SFO T - 3 5026 $18.68 $10,430,166 51.2% 1,090,770 558,223 667 Root & Branch @ RDU T - 2 1225 $28.23 $1,027,505 22.70% 160,142 36,403 679 The Well @ SMF T - A 3167 $15.15 $7,214,001 53.1% 896,767 476,022 681 Travel+Well Kiosk @ SMF T - A 150 $7.65 $35,856 4,686 684 DepARTures @ SFO T - 1 910 $14.29 $3,452,984 57.9% 417,212 241,651 687 The Scoop @ SFO T - 1 526 $11.84 $1,812,832 60.0% 255,144 153,062 710 LA Confidential @ LAX TBrad West 984 $15.67 $2,272,764 50.9% 285,135 145,078 718 Flight Stop Kiosk @ LAX TBIT 60 $8.48 $1,289,159 152,050 720 AK Boulevard @ LAX T - 3 562 $11.15 $145,698 51.5% 25,344 13,062 724 Silicon Valley News @ SFO T - 3 918 $13.77 $1,920,149 46.3% 300,850 139,436

ASSUMPTIONS: MOJAVE OASIS (R5) FORM 3: MOJAVE OASIS (R5) Item 3A - Page 354
THE MARSHALL RETAIL GROUP, LLC // PSP // RFP 10-22 AIRPORT CONCESSIONS RETAIL FOOD AND BEVERAGE

SECTION G
21 1. Proposed merchandise categories and approximate price range for each category. Also indicate if the proposed price conforms to the City’s value pricing policy.

Location/Store Name Category and Description Price Range Value Pricing (y/n) R5 – Mojave Oasis Collectibles $12.95 - $89.95 y
R5 – Mojave Oasis Apothecary $7.95 - $250.00 y
R5 – Mojave Oasis Home Décor Accessories $12.95 - $89.95 y R5 – Mojave Oasis Stationery, Paper Goods & Office $7.95 - $39.95 y R5 – Mojave Oasis Plush/Toy $8.95 - $49.95 y
R5 – Mojave Oasis Palm Springs Themed Gifts $9.95 - $69.95 y R5 – Mojave Oasis Candles $12.95 - $49.95 y
R5 – Mojave Oasis Women’s Fashion & Resort
Apparel
$34.90 - $299.90 y
R5 – Mojave Oasis Men’s Fashion & Resort Apparel $25.00 - $399.00 y R5 – Mojave Oasis Destination Apparel & Accessories $19.95 - $59.95 y R5 – Mojave Oasis Licensed Sports Apparel &
Accessories
$19.995 - $129.95 y
R5 – Mojave Oasis Handbags & Totes $30.00 - $150.00 y
R5 – Mojave Oasis Sunglasses $25.00 - $300.00 y
R5 – Mojave Oasis Jewelry $35.00 - $250.00 y
R5 – Mojave Oasis Hats $16.95 - $49.95 y
R5 – Mojave Oasis Moisturizers $11.00 - $32.00 y
R5 – Mojave Oasis Lip Care $11.00 - $17.00 y
R5 – Mojave Oasis Soaps $11.00 - $14.00 y
R5 – Mojave Oasis Scrubs $14.00 - $46.00 y
R5 – Mojave Oasis Perfume Mists $25.00 - $90.00 y
R5 – Mojave Oasis Cleansers & Masques $14.00 - $28.00 y R5 – Mojave Oasis Health & Beauty $1.99 - $39.99 y
R5 – Mojave Oasis Personal Protective Equipment $2.99 - $7.99 y R5 – Mojave Oasis Luggage $50.00 - $200.00 y
R5 – Mojave Oasis Travel Pillow $14.99 - $59.99 y
R5 – Mojave Oasis Travel Blanket $4.99 - $29.99 y
R5 – Mojave Oasis Travel Accessories $19.99 - $109.99 y R5 – Mojave Oasis Compression Socks $4.99 - $14.99 y
R5 – Mojave Oasis Drinkware $4.95 - $34.95 y
R5 – Mojave Oasis Keychains/Magnets $4.95 - $9.95 y
R5 – Mojave Oasis Ornaments $5.95 - $29.95 y
R5 – Mojave Oasis Frames $8.95 - $14.95 y
R5 – Mojave Oasis Postcards/Calendars $2.95 - $16.95 y
R5 – Mojave Oasis Books $12.95 - $79.95 y
R5 – Mojave Oasis Magazines/Newspapers Published Price y R5 – Mojave Oasis Sandwiches $6.99 - $15.99 y
R5 – Mojave Oasis Salads $6.99 - $15.99 y
R5 – Mojave Oasis Fruit Cups $5.99 - $9.99 y
R5 – Mojave Oasis Yogurt Parfaits $5.99 - $9.99 y
R5 – Mojave Oasis Chocolate Bars $3.99 - $35.99 y
Provide the following information for each location. Use additional sheets if necessary.

1. Proposed merchandise categories and approximate price range for each category.

Location/
Store Name
Category and Description Price
Range
Value
Pricing
(y/n)

2. Describe the methods you will use to monitor and remain current with retail, news/ convenience and specialty retail food and beverage merchandising trends during the term of the Agreement.

4. The following venues are excluded as Comparable Locations:
• Concessions located in stadiums
• Arenas
• Casisnos
• Hotel gift shops
FORM F4
Retail 5: Mojave Oasis
Also indicate if the proposed price conforms to the City’s value pricing policy. See next page.

See next page.

FORM F4: MOJAVE OASIS (R5) FORM F4: MOJAVE OASIS (R5)
Item 3A - Page 355
THE MARSHALL RETAIL GROUP, LLC // PSP // RFP 10-22 AIRPORT CONCESSIONS RETAIL FOOD AND BEVERAGE

SECTION G
22 1. Rancho Relaxo

2. Sherman’s Deli & Bakery

3. TKB Bakery & Deli

4. Aspen Mills Bakery & Bread Co.

5. Joshua Tree Coffee Company

6. Ice Cream and Shop(pe)

7. Body Deli

8. Walgreens

9. Target

10. Walmart

4. The following venues are excluded as Comparable Locations:
• Concessions located in stadiums
• Arenas
• Casinos
• Hotel gift shops
R5 – Mojave Oasis Boxed Chocolates $8.99 - $35.99 y
R5 – Mojave Oasis Snack Mixes/Nuts/Seeds $6.99 - $13.99 y R5 – Mojave Oasis Plant Based Snacks $4.99 - $12.99 y
R5 – Mojave Oasis Keto Snacks $4.99 - $12.99 y
R5 – Mojave Oasis Gluten Free Snacks $4.99 - $12.99 y
R5 – Mojave Oasis Chips/Pretzels $4.99 - $9.99 y
R5 – Mojave Oasis Popcorn $5.99 - $14.99 y
R5 – Mojave Oasis Jerky $9.99 - $24.99 y
R5 – Mojave Oasis Ice Cream $5.95 - $12.95 y
R5 – Mojave Oasis Other Misc. Gourmet Foods $6.99 - $17.99 y R5 – Mojave Oasis Packaged Snacks $2.99 - $12.99 y
R5 – Mojave Oasis Packaged Candy $2.99 - $6.99 y
R5 – Mojave Oasis Candy/Gum/Mints $2.99 - $7.99 y
R5 – Mojave Oasis Protein Bars $4.99 - $9.99 y
R5 – Mojave Oasis Cookies/Crackers $3.99 -$7.99 y
R5 – Mojave Oasis Chips/Popcorn $3.99 - $7.99 y
R5 – Mojave Oasis Juices $3.49 - $12.99 y
R5 – Mojave Oasis Kombucha $6.99 - $14.99 y
R5 – Mojave Oasis Bottled Water/Beverages $2.99 - $5.99 y R5 – Mojave Oasis Bottled/Canned Tea & Coffee $4.99 - $14.99 y R5 – Mojave Oasis Sports/Energy Drinks $2.99 - $9.99 y
R5 – Mojave Oasis Self-Serve Coffee & Tea $2.99 - $7.99 y

2. Describe the methods you will use to monitor and remain current with retail, news/convenience and specialty retail food and beverage merchandising trends during the term of the Agreement.

MRG uses multiple methods to monitor and remain current with retail merchandising trends.

3. Identify three comparable stores in the greater Coachella Valley Area for price comparisons in accordance with the City’s value pricing policy. If you operate other, similar stores in the greater Coachella Valley Area, a sample of these stores must be included as a comparable store for price comparison.

FORM F4: MOJAVE OASIS (R5) FORM F4: MOJAVE OASIS (R5)
Item 3A - Page 356
THE MARSHALL RETAIL GROUP, LLC // PSP // RFP 10-22 AIRPORT CONCESSIONS RETAIL FOOD AND BEVERAGE

SECTION G
23 FORM 2: I ♥ PS (R6)

Page 74 of 233 ends

FORM F2
Financial Pro Forma
Complete one F2 Form for each Concession Location AND one for each Package (unless a “Blank Slate” one) Respondent Name: ______________________________________ Name of Location or Package: _____________________________ Calendar year: 2023 2024 2025 2026 2027
Enplaned passengers 1,298,581 1,329,420 1,360,993 1,393,315 1,426,404 Gross sales [A]
Less: Payroll, payroll taxes &
employee benefits [B]
Less: Cost of goods sold [C]
Less: General and admin.
expenses [D]
Less: Insurance [E]
Less: Licenses, permits, fees [F]
Less: Other direct expenses [G]
Less: Concession Fee (paid to
City) [H]
Total operating expenses [ I = B+C+D+E+F+G+H ]
Net operating income [ = A – I ]
The Marshall Retail Group, LLC
I Love PS
$180,000
$27,220
$10,800
$720
$1,800
$12,240
$185,400
$27,764
$73,418
$11,124
$742
$1,854
$12,607
$190,962
$28,319
$75,621
$11,458
$764
$1,910
$12,985
$202,592
$28,886
$71,280
$29,463
$77,890 $80,226
$11,801 $12,155
$787 $810
$1,967 $2,026
$13,375 $13,776
$196,691
$36,000 $37,080 $38,192 $39,338 $40,518
$160,059 $164,589 $169,249 $174,043 $178,976
$19,941 $20,811 $21,713 $22,648 $23,616
Item 3A - Page 357
THE MARSHALL RETAIL GROUP, LLC // PSP // RFP 10-22 AIRPORT CONCESSIONS RETAIL FOOD AND BEVERAGE

SECTION G
24

Page 75 of 233 ends

FORM F3
Project Cost Plan

Total Estimated Project Cost $
Sources of Funding Amount
Total Funds Available $
Cash - WHSmith (parent company)
Cash/Debt - Rancho Relaxo $6,400.00
Cash/Debt - PCI $3,200.00
Cash/Debt - SPACE $3,200.00
64,000.00
$16,449
$2,268
$48,000.00
82,718
*
*
* Please note: Pre-Opening Payroll & Training Expenses are Operating Expenses and are not considered part of our Proposed Initial Capital Investment. Similarly, Opening Inventory and Working Capital are not part of the Proposed Inital Capital Investment. As such, Total Funds Available do not match Total Estimated Project Cost on this form or form F1.
$30,000
$0
$0
$0
30,895
$3,106
Cash/Debt - DFH $3,200.00
I ♥ PS

SALES ASSUMPTIONS
TABLE 1: SALES BUILD
Airport Enplanements 1,298,581
Exposure 63.0%
Exposed Enplanements 818,106
Penetration 2.0%
Customers 16,552
Conversion 75.0%
Transactions 12,414
ATV $14.50
Spend per Enplanement $0.14
SALES $180,000
Form F2 assumes a full year of sales for the first year.

We plan to open this unit fully in April of 2023,
assuming there are no lead time issues with the
vending machines.

GROWTH ASSUMPTIONS
Our annual sales growth uses the enplanement data provided in Form F2 for the first five years.

After year five, we assumed a conservative 0.5% growth on enplanements. We assumed 3% inflation annually on the bottom line sales. We also assumed 3% inflation annually for our sales assumptions.

DEFINITIONS
• Exposure: The estimated percentage of
enplanements that will walk past the
store.
• Penetration: Percentage of
enplanements who will walk up to the
vending machine based on industry
metrics.
• Conversion: Utilizing internal MRG
historical data by merchandise/concept
category, we estimated how many
customers would convert to
transactions.
• ATV: The estimated average ticket value
per customer, calculated using internal
MRG historical data from comparable
category sales.

ASSUMPTIONS: I ♥ PS (R6) FORM 3: I ♥ PS (R6)
Item 3A - Page 358
THE MARSHALL RETAIL GROUP, LLC // PSP // RFP 10-22 AIRPORT CONCESSIONS RETAIL FOOD AND BEVERAGE

SECTION G
25 FORM F4: I ♥ PS (R6) FORM F4: I ♥ PS (R6)
Provide the following information for each location. Use additional sheets if necessary.

1. Proposed merchandise categories and approximate price range for each category.

Location/
Store Name
Category and Description Price
Range
Value
Pricing
(y/n)

2. Describe the methods you will use to monitor and remain current with retail, news/ convenience and specialty retail food and beverage merchandising trends during the term of the Agreement.

4. The following venues are excluded as Comparable Locations:
• Concessions located in stadiums
• Arenas
• Casisnos
• Hotel gift shops
FORM F4
Retail 6: I Love PS
Also indicate if the proposed price conforms to the City’s value pricing policy. See next page.

See next page.

1. Proposed merchandise categories and approximate price range for each category. Also indicate if the proposed price conforms to the City’s value pricing policy.

Location/Store Name Category and Description Price Range Value Pricing (y/n) R6 – I Love PS Snack Mixes/Nuts/Seeds $6.99 - $10.99 y
R6 – I Love PS Gluten Free Snacks $4.99 - $14.99 y
R6 – I Love PS Packaged Snacks $3.99 - $11.99 y
R6 – I Love PS Candy/Gum/Mints $2.99 - $7.99 y
R6 – I Love PS Protein Bars $4.99 - $9.99 y
R6 – I Love PS Cookies/Crackers $3.99 - $7.99 y
R6 – I Love PS Chips/Popcorn/Pretzels $3.99 - $9.99 y
R6 – I Love PS Juices $3.99 - $12.99 y
R6 – I Love PS Kombucha $6.99 - $14.99 y
R6 – I Love PS Bottled Water/Sodas $2.99 - $5.99 y
R6 – I Love PS Bottled/Canned Tea & Coffee $4.99 - $14.99 y R6 – I Love PS Sports/Energy Drinks $2.99 - $5.99 y
R6 – I Love PS Travel Accessories $2.99 - $59.99 y
R6 – I Love PS Health & Wellness $1.99 - $19.99 y

2. Describe the methods you will use to monitor and remain current with retail, news/convenience and specialty retail food and beverage merchandising trends during the term of the Agreement.

MRG uses multiple methods to monitor and remain current with retail merchandising trends.

3. Identify three comparable stores in the greater Coachella Valley Area for price comparisons in accordance with the City’s value pricing policy. If you operate other, similar stores in the greater Coachella Valley Area, a sample of these stores must be included as a comparable store for price comparison.

1. Walgreens

2. Target

3. Walmart

4. The following venues are excluded as Comparable Locations:
• Concessions located in stadiums
• Arenas
• Casinos
• Hotel gift shops
Item 3A - Page 359
THE MARSHALL RETAIL GROUP, LLC // PSP // RFP 10-22 AIRPORT CONCESSIONS RETAIL FOOD AND BEVERAGE

SECTION G
26 FORM 2: PSP EMPLOYEE VENDING (R7)

Page 74 of 233 ends

FORM F2
Financial Pro Forma
Complete one F2 Form for each Concession Location AND one for each Package (unless a “Blank Slate” one) Respondent Name: ______________________________________ Name of Location or Package: _____________________________ Calendar year: 2023 2024 2025 2026 2027
Enplaned passengers 1,298,581 1,329,420 1,360,993 1,393,315 1,426,404 Gross sales [A]
Less: Payroll, payroll taxes &
employee benefits [B]
Less: Cost of goods sold [C]
Less: General and admin.
expenses [D]
Less: Insurance [E]
Less: Licenses, permits, fees [F]
Less: Other direct expenses [G]
Less: Concession Fee (paid to
City) [H]
Total operating expenses [ I = B+C+D+E+F+G+H ]
Net operating income [ = A – I ]
The Marshall Retail Group, LLC
PSP Employee Vending
$44,485 $45,819 $47,194 $48,609 $50,068
$5,405 $5,514 $5,264 $5,736 $5,851
$17,616 $18,144 $18,689 $19,249 $19,827
$2,669 $2,749 $2,832 $2,917 $3,004
$178 $183 $189 $194 $200
$445 $458 $472 $486 $501
$4,380 $4,511 $4,647 $4,786 $4,930
$8,897 $9,164 $9,439 $9,722 $10,014
$39,590 $40,724 $41,890 $43,091 $44,326
$4,895 $5,096 $5,304 $5,519 $5,742
Item 3A - Page 360
THE MARSHALL RETAIL GROUP, LLC // PSP // RFP 10-22 AIRPORT CONCESSIONS RETAIL FOOD AND BEVERAGE

SECTION G
27

Page 75 of 233 ends

FORM F3
Project Cost Plan

COST CATEGORY AMOUNT
Planning and Development (design, construction, inspection, etc.) $
Furniture, Fixtures and Equipment
Opening Inventory*
Working Capital
Miscellaneous Opening Expenses (deposits, licenses, airport employee badging, etc.)
Pre-Opening Payroll & Training Expenses*
Reserve/Contingency
Other (please list):

Total Estimated Project Cost $
Sources of Funding Amount
Total Funds Available $
Cash - WHSmith (parent company)
Cash/Debt - Rancho Relaxo $1,800.00
Cash/Debt - PCI $900.00
Cash/Debt - SPACE $900.00
18,000.00
$13,500.00
$4,065
$450
* Please note: Pre-Opening Payroll & Training Expenses are Operating Expenses and are not consider part of our Proposed Initial Capital Investment. Similarly, Opening Inventory and Working Capital are not part of the Proposed Inital Capital Investment. As such, Total Funds Available do not match Total Estimated Project Cost on this form or form F1.
17,186
$0
$0
$0
$0
$815
22,516
Cash/Debt - DFH $900.00

PSP EMPLOYEE VENDING

SALES ASSUMPTIONS
For the PSP Employee Vending, we looked at 2022 vending sales from the same location from January through June 2022 from the previous operator. In the first six months of 2022, the vending machine grossed $17,491 in sales. With passenger traffic increasing as well as onsite construction workers during the upcoming expansion and remodel, we expect employee traffic to this vending machine will also increase. Form F2 assumes a full year of sales for the first year. We plan to open this unit fully in April 2023, assuming there are no lead time issues with the vending machines.

Average Ticket Value: $14.50
Transactions: 15,509
• Transactions per day: 42
• Transactions per hour: 1.8
Year 1 Sales: $44,495

GROWTH ASSUMPTIONS
Our annual sales growth uses airport’s anticipated growth, provided in Form F2. After year five, we assumed a conservative 0.5% growth on enplanements. We assumed 3% inflation annually on the bottom line sales. We also assumed 3% inflation annually for our sales assumptions.

ASSUMPTIONS: PSP EMPLOYEE VENDING (R7) FORM 3: PSP EMPLOYEE VENDING (R7) Item 3A - Page 361
THE MARSHALL RETAIL GROUP, LLC // PSP // RFP 10-22 AIRPORT CONCESSIONS RETAIL FOOD AND BEVERAGE

SECTION G
28 FORM F4: PSP EMPLOYEE VENDING (R7) FORM F4: PSP EMPLOYEE VENDING (R7) Provide the following information for each location. Use additional sheets if necessary.

1. Proposed merchandise categories and approximate price range for each category.

Location/
Store Name
Category and Description Price
Range
Value
Pricing
(y/n)

2. Describe the methods you will use to monitor and remain current with retail, news/ convenience and specialty retail food and beverage merchandising trends during the term of the Agreement.

4. The following venues are excluded as Comparable Locations:
• Concessions located in stadiums
• Arenas
• Casisnos
• Hotel gift shops
FORM F4
Retail 7: PSP Employee Vending
Also indicate if the proposed price conforms to the City’s value pricing policy. See next page.

See next page.

1. Proposed merchandise categories and approximate price range for each category. Also indicate if the proposed price conforms to the City’s value pricing policy.

Location/Store Name Category and Description Price Range Value Pricing (y/n) R7 – PSP Employee Vending Snack Mixes/Nuts/Seeds $6.99 - $10.99 y R7 – PSP Employee Vending Gluten Free Snacks $4.99 - $14.99 y R7 – PSP Employee Vending Packaged Snacks $3.99 - $11.99 y R7 – PSP Employee Vending Candy/Gum/Mints $2.99 - $7.99 y R7 – PSP Employee Vending Protein Bars $4.99 - $9.99 y
R7 – PSP Employee Vending Cookies/Crackers $3.99 - $7.99 y R7 – PSP Employee Vending Chips/Popcorn/Pretzels $3.99 - $9.99 y R7 – PSP Employee Vending Juices $3.99 - $12.99 y
R7 – PSP Employee Vending Kombucha $6.99 - $14.99 y
R7 – PSP Employee Vending Bottled Water/Sodas $2.99 - $5.99 y R7 – PSP Employee Vending Bottled/Canned Tea & Coffee $4.99 - $14.99 y R7 – PSP Employee Vending Sports/Energy Drinks $2.99 - $5.99 y

2. Describe the methods you will use to monitor and remain current with retail, news/convenience and specialty retail food and beverage merchandising trends during the term of the Agreement.

MRG uses multiple methods to monitor and remain current with retail merchandising trends.

3. Identify three comparable stores in the greater Coachella Valley Area for price comparisons in accordance with the City’s value pricing policy. If you operate other, similar stores in the greater Coachella Valley Area, a sample of these stores must be included as a comparable store for price comparison.

1. Walgreens

2. Target

3. Walmart

4. The following venues are excluded as Comparable Locations:
• Concessions located in stadiums
• Arenas
• Casinos
• Hotel gift shops
Item 3A - Page 362
THE MARSHALL RETAIL GROUP, LLC // PSP // RFP 10-22 AIRPORT CONCESSIONS RETAIL FOOD AND BEVERAGE

SECTION G
29 FORM 2: MOBILE UNIT: COACHELLA DUTY FREE

Page 74 of 233 ends

FORM F2
Financial Pro Forma
Complete one F2 Form for each Concession Location AND one for each Package (unless a “Blank Slate” one) Respondent Name: ______________________________________ Name of Location or Package: _____________________________ Calendar year: 2023 2024 2025 2026 2027
Enplaned passengers 1,298,581 1,329,420 1,360,993 1,393,315 1,426,404 Gross sales [A]
Less: Payroll, payroll taxes &
employee benefits [B]
Less: Cost of goods sold [C]
Less: General and admin.
expenses [D]
Less: Insurance [E]
Less: Licenses, permits, fees [F]
Less: Other direct expenses [G]
Less: Concession Fee (paid to
City) [H]
Total operating expenses [ I = B+C+D+E+F+G+H ]
Net operating income [ = A – I ]
The Marshall Retail Group, LLC
Coachella Duty Free
$228,877 $242,816 $250,100 $257,603
$32,432 $33,081 $33,743 $34,418 $35,106
$90,200 $92,906 $95,694 $98,564 $101,521
$13,733 $14,145 $14,569 $15,006 $15,456
$916 $943 $971 $1,000 $1,030
$2,289 $2,357 $2,428 $2,501 $2,576
$13,275 $13,673 $14,083 $14,506 $14,941
$235,743
$45,775 $47,149 $48,563 $50,020 $51,521
$198,620 $204,254 $210,051 $216,015 $222,151
$30,257 $31,489 $32,765 $34,085 $35,452
Item 3A - Page 363
THE MARSHALL RETAIL GROUP, LLC // PSP // RFP 10-22 AIRPORT CONCESSIONS RETAIL FOOD AND BEVERAGE

SECTION G
30 ASSUMPTIONS: MOBILE UNIT: COACHELLA DUTY FREE FORM 3: MOBILE UNIT: COACHELLA DUTY FREE

Page 75 of 233 ends

FORM F3
Project Cost Plan

Total Estimated Project Cost $
Sources of Funding Amount
Total Funds Available $
$20,815
$2,703
50,000.00
Cash/Debt - DFH $50,000.00
* Please note: Pre-Opening Payroll & Training Expenses are Operating Expenses and are not considered part of our Proposed Initial Capital Investment. Similarly, Opening Inventory and Working Capital are not part of the Proposed Inital Capital Investment. As such, Total Funds Available do not match Total Estimated Project Cost on this form or form F1.
*
*
$32,969
$0
$0
$0
14,458
$2,573
73,518

COACHELLA DUTY FREE

SALES ASSUMPTIONS
TABLE 1: SALES BUILD
Airport Enplanements 1,298,581
Exposure 50%
Exposed Enplanements 649,291
Penetration 3.7%
Customers 23,894
Conversion 15%
Transactions 3,584
ATV $63.86
Spend per Enplanement $0.18
SALES $228,877
Form F2 assumes a full year of sales for the first year.

We plan to open this unit fully in October 2023.

GROWTH ASSUMPTIONS
Our annual sales growth uses the enplanement data provided in Form F2 for the first five years.

After year five, we assumed a conservative 0.5% growth on enplanements. We assumed 3% inflation annually on the bottom line sales. We also assumed 3% inflation annually for our sales assumptions.

DEFINITIONS
• Exposure: The estimated percentage of
enplanements that will walk past the
store.
• Penetration: Percentage of
enplanements who will walk up to the
cart based on comparable Duty Free
Holdings stores.
• Conversion: Utilizing internal Duty Free
Holdings historical data by merchandise/
concept category, we estimated how
many customers would convert to
transactions.
• ATV: The estimated average ticket value
per customer, calculated using internal
Duty Free Holdings historical data from
comparable category sales.

Item 3A - Page 364
THE MARSHALL RETAIL GROUP, LLC // PSP // RFP 10-22 AIRPORT CONCESSIONS RETAIL FOOD AND BEVERAGE

SECTION G
31 FORM F4: MOBILE UNIT: COACHELLA DUTY FREE FORM F4: MOBILE UNIT: COACHELLA DUTY FREE

1. Proposed merchandise categories and approximate price range for each category. Also indicate if the proposed price conforms to the City’s value pricing policy.

Location/Store Name Category and Description Price Range Value Pricing (y/n) Coachella Duty Free Accessories $10.00 - $35.00 y
Coachella Duty Free Bath & Home $5.00 - $15.00 y
Coachella Duty Free Beauty/Makeup $10.00 - $45.00 y
Coachella Duty Free Fragrance $35.00 - $200.00 y
Coachella Duty Free Haircare $10.00 - $40.00 y
Coachella Duty Free Handbags $25.00 - $130.00 y
Coachella Duty Free Jewelry $20.00 - $95.00 y
Coachella Duty Free Leather Goods $10.00 - $35.00 y
Coachella Duty Free Men Care $25.00 - $65.00 y
Coachella Duty Free Nailcare $5.00 - $25.00 y
Coachella Duty Free Personal Care $10.00 - $55.00 y
Coachella Duty Free Readers $10.00 - $20.00 y
Coachella Duty Free Skincare $20.00 - $70.00 y
Coachella Duty Free Spirits $35.00 - $95.00 y
Coachella Duty Free Sunglasses $20.00 - $275.00 y
Coachella Duty Free Textile $15.00 - $55.00 y
Coachella Duty Free Tobacco* $35.00 - $90.00 y
Coachella Duty Free Watches $15.00 - $55.00 y
*Tobacco will be at the full discretion of the Airport

2. Describe the methods you will use to monitor and remain current with retail, news/convenience and specialty retail food and beverage merchandising trends during the term of the Agreement.

MRG uses multiple methods to monitor and remain current with retail merchandising trends.

3. Identify three comparable stores in the greater Coachella Valley Area for price comparisons in accordance with the City’s value pricing policy. If you operate other, similar stores in the greater Provide the following information for each location. Use additional sheets if necessary.

1. Proposed merchandise categories and approximate price range for each category.

Also indicate if the proposed price conforms to the City’s value pricing policy.

Location/
Store Name
Category and Description Price
Range
Value
Pricing
(y/n)

2. Describe the methods you will use to monitor and remain current with retail, news/ convenience and specialty retail food and beverage merchandising trends during the term of the Agreement.

4. The following venues are excluded as Comparable Locations:
• Concessions located in stadiums
• Arenas
• Casisnos
• Hotel gift shops
FORM F4
Mobile Unit: Coachella Duty Free
See next page.

See next page.

Coachella Valley Area, a sample of these stores must be included as a comparable store for price comparison.
• Kohl’s
• Macy’s
• Saks Fifth Avenue
• Mirage Wine & Liquor
• Tinder Box Tobacco Shop

4. The following venues are excluded as Comparable Locations:
• Concessions located in stadiums
• Arenas
• Casinos
• Hotel gift shops
Item 3A - Page 365
THE MARSHALL RETAIL GROUP, LLC // PSP // RFP 10-22 AIRPORT CONCESSIONS RETAIL FOOD AND BEVERAGE 32

SECTION G

PRICE CHANGES
Proposed price changes happen on a monthly basis, depending on location and performance of product. Our merchants (buyers) and our planning and allocation teams determine slow selling product that needs to be marked down. This ensures stores are able to be filled in with more desirable product that is wanted by the customer, proven by sales. Our internal systems process the price changes entered by the buying and P&A teams and are sent through to the applicable stores registers, letting the store know which exact product will have a price change, whether that is a markup or a markdown.

DISCOUNTS
We offer our team members a 40% discount on regularly priced items (25% discount on reduced priced/sale items) and 20% on regularly priced electronics.

Excluded merchandise includes Apple, Beats and Bose branded products, reduced price/ sale electronics, electronic hardware, tobacco, publications, and signed sports memorabilia. In addition to our employee discount, we offer our airport community a 10% discount on regularly priced items.

Item 3A - Page 366

Page 106 of 152 ends

EXHIBIT I – FAA REQUIREMENTS
Item 3A - Page 367

Page 107 of 152 ends

FEDERAL AVIATION ADMINISTRATION

FEDERAL PROVISIONS
UPDATED 10.25.2021
Provision
Reference Provision Description Page No.

RFP Page
No.

FAA - 01 Access to Records and Reports 2 190
FAA - 02 Affirmative Action Requirement * 3 191
FAA – 03 Breach of Contract 4 192
FAA – 04 Buy American Preferences * 5 193
FAA – 05 Civil Rights General 6 194
FAA – 06 Civil Rights – Title VI Assurances * 7 195
FAA – 07 Clean Air/Water Pollution Control 12 200
FAA – 08 Contract Work Hours and Safety Standards 13 201 FAA – 09 Copeland Anti-Kickback 14 202
FAA – 10 Davis Bacon Requirements 15 203
FAA – 11 Debarment and Suspension * 21 209
FAA – 12 Disadvantaged Business Enterprise * 22 210
FAA – 13 Distracted Driving 23 211
FAA – 14 Energy Conservation Requirements 24 212
FAA – 15 Drug Free Workplace (not applicable to Contractors) 25 213 FAA – 16 Equal Employment Opportunity 26 214
FAA – 17 Federal Fair Labor Standards Act * 32 220
FAA – 18 Lobbying Federal Employees 33 221
FAA – 19 Prohibition of Segregated Facilities 34 222
FAA – 20 Occupational Safety and Health Act 35 223
FAA - 21 Procurement of Recovered Materials 36 224
FAA – 22 Rights to Inventions 37 225
FAA – 23 Seismic Safety 38 226
FAA – 24 Tax Delinquency and Felony Conviction 39 227
FAA – 25 Termination of Contract 40 228
FAA – 26 Trade Restriction (Foreign) * 44 232
FAA – 27 Veteran’s Preference 46 234
*Solicitation Clause also
Item 3A - Page 368

Page 108 of 152 ends

FAA – 01 Access to Records and Reports
The Contractor must maintain an acceptable cost accounting system. The Contractor agrees to provide the Owner, the Federal Aviation Administration and the Comptroller General of the United States or any of their duly authorized representatives access to any books, documents, papers and records of the Contractor which are directly pertinent to the specific contract for the purpose of making audit, examination, excerpts and transcriptions. The Contractor agrees to maintain all books, records and reports required under this contract for a period of not less than three years after final payment is made and all pending matters are closed.

Reference: 2 CFR § 200.333, 2 CFR § 200.336, FAA Order 5100.38 Item 3A - Page 369

Page 109 of 152 ends

FAA – 02 Affirmative Action Requirement (Solicitation Clause) Minority Participation. 41 CFR part 60-4 Executive Order 11246 require goals to be set for minority participation in AIP funded projects exceeding $10,000. The goals for minority participation derive from Economic Area (EA) and Standard Metropolitan Statistical Area (SMSA) as established in Volume 45 of the Federal Register dated 10/3/80. Page 65984 contains a table of all EAs and SMSAs and the associated minority participation goals.

Female Participation. Executive Order 11246 has set a goal of 6.9% nationally for female participation for all construction projects. This value remains constant for all counties and states.

The solicitation will include any requirements related to Affirmative Action. If no requirements are shown in the solicitation this requirement is void.

Reference: 41 CFR part 60-4, Executive Order 11246
Item 3A - Page 370

Page 110 of 152 ends

FAA – 03 Breach of Contract
Any violation or breach of terms of this contract on the part of the [Contractor | Consultant] or its subcontractors may result in the suspension or termination of this contract or such other action that may be necessary to enforce the rights of the parties of this agreement.

Owner will provide [Contractor | Consultant] written notice that describes the nature of the breach and corrective actions the [Contractor | Consultant] must undertake in order to avoid termination of the contract. Owner reserves the right to withhold payments to Contractor until such time the Contractor corrects the breach or the Owner elects to terminate the contract. The Owner’s notice will identify a specific date by which the [Contractor | Consultant] must correct the breach. Owner may proceed with termination of the contract if the [Contractor | Consultant] fails to correct the breach by the deadline indicated in the Owner’s notice.

The duties and obligations imposed by the Contract Documents and the rights and remedies available thereunder are in addition to, and not a limitation of, any duties, obligations, rights and remedies otherwise imposed or available by law.

Reference: 2 CFR § 200 Appendix II(A)
Item 3A - Page 371

Page 111 of 152 ends

FAA – 04 Buy American Preferences
The Buy American Preference requirement in 49 USC § 50101 requires that all steel and manufactured goods used on AIP projects be produced in the United States. Specific Buy American requirements will be outline in the solicitation documents. If no requirements are found in the solicitation this clause if void.

Reference: Title 49 USC § 50101
Item 3A - Page 372

Page 112 of 152 ends

FAA – 05 Civil Rights General
For Contracts:

The Contractor agrees 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.

This provision binds the Contractor and subcontractors from the bid solicitation period through the completion of the contract. This provision is in addition to that required by Title VI of the Civil Rights Act of 1964.

For Lease or Transfer Agreements:

The (tenant/concessionaire/lessee) agrees to comply with pertinent statutes, Executive Orders and such rules as are promulgated to ensure that no person shall, on the grounds of race, creed, color, national origin, sex, age, or disability be excluded from participating in any activity conducted with or benefiting from Federal assistance. If the (tenant/concessionaire/lessee) transfers its obligation to another, the transferee is obligated in the same manner as the (tenant/concessionaire/lessor).

This provision obligates the (tenant/concessionaire/lessee) for the period during which the property is owned, used or possessed by the (tenant/concessionaire/lessee) and the airport remains obligated to the Federal Aviation Administration. This provision is in addition to that required by Title VI of the Civil Rights Act of 1964.

Reference: 49 USC § 47123
Item 3A - Page 373

Page 113 of 152 ends

FAA – 06 Civil Rights – Title VI Assurances
Compliance with Nondiscrimination Requirements:

During the performance of this contract, the Contractor, for itself, its assignees, and successors in interest (hereinafter referred to as the “Contractor”), agrees as follows:

1. Compliance with Regulations: The Contractor (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.

2. Nondiscrimination: The Contractor, with regard to the work performed by it during the contract, 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 Contractor 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.

3. Solicitations for Subcontracts, including Procurements of Materials and Equipment:

In all solicitations, either by competitive bidding or negotiation made by the Contractor 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 Contractor of the contractor’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 Contractor 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 contractor is in the exclusive possession of another who fails or refuses to furnish the information, the Contractor 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 Contractor’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 to the Contractor under the contract until the Contractor complies; and/or
b. Cancelling, terminating, or suspending a contract, in whole or in part.

6. Incorporation of Provisions: The Contractor 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 Contractor 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 Item 3A - Page 374

Page 114 of 152 ends

provisions including sanctions for noncompliance. Provided, that if the Contractor becomes involved in, or is threatened with litigation by a subcontractor, or supplier because of such direction, the Contractor may request the sponsor to enter into any litigation to protect the interests of the sponsor. In addition, the Contractor may request the United States to enter into the litigation to protect the interests of the United States.

A6.4.2 Title VI Clauses for Deeds Transferring United States Property This is a rare occurrence, and it will be the responsibility of the United States government to include the clause in the contract. It will be included as a covenant running with the land, in any deed from the United States effecting or recording a transfer of real property, structures, use, or improvements thereon or interest therein to the City.

DEEDS TRANSFERRING UNITED STATES PROPERTY
The following clauses apply to deeds effecting or recording the transfer of real property, structures, or improvements thereon, or granting interest therein from the United States pursuant to the provisions of the Airport Improvement Program grant assurances.

NOW, THEREFORE, the Federal Aviation Administration as authorized by law and upon the condition that the (City) will accept title to the lands and maintain the project constructed thereon in accordance with (Name of Appropriate Legislative Authority), for the (Airport Improvement Program or other program for which land is transferred), and the policies and procedures prescribed by the Federal Aviation Administration of the U.S. Department of Transportation in accordance and in compliance with all requirements imposed by Title 49, Code of Federal Regulations, U.S. Department of Transportation, Subtitle A, Office of the Secretary, Part 21, Non-discrimination in Federally-assisted programs of the U.S. Department of Transportation pertaining to and effectuating the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252; 42 USC § 2000d to 2000d-4), does hereby remise, release, quitclaim and convey unto the (City) all the right, title and interest of the U.S. Department of Transportation/Federal Aviation Administration in and to said lands described in (Exhibit A attached hereto or other exhibit describing the transferred property) and made a part hereof. (HABENDUM CLAUSE)
TO HAVE AND TO HOLD said lands and interests therein unto (Title of Sponsor) and its successors forever, subject, however, to the covenants, conditions, restrictions and reservations herein contained as follows, which will remain in effect for the period during which the real property or structures are used for a purpose for which Federal financial assistance is extended or for another purpose involving the provision of similar services or benefits and will be binding on the (Title of Sponsor), its successors and assigns.

The (City), in consideration of the conveyance of said lands and interests in lands, does hereby covenant and agree as a covenant running with the land for itself, its successors and assigns, that (1) no person will on the grounds of race, color, or national origin, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination with regard to any facility located wholly or in part on, over, or under such lands hereby conveyed [,] [and]* (2) that the (Title of Sponsor) will use the lands and interests in lands and interests in lands so conveyed, in compliance with all requirements imposed by or pursuant to Title 49, Code of Federal Regulations, U.S. Department of Transportation, Subtitle A, Office of the Secretary, Part 21, Non-discrimination in Federally-assisted programs of the U.S. Department of Transportation, Effectuation of Title VI of the Civil Rights Act of 1964, and as said Regulations and Acts may be amended[, and (3) that in the event of breach of any of the above-mentioned Item 3A - Page 375

Page 115 of 152 ends

nondiscrimination conditions, the Department will have a right to enter or re-enter said lands and facilities on said land, and that above described land and facilities will thereon revert to and vest in and become the absolute property of the Federal Aviation Administration and its assigns as such interest existed prior to this instruction].*
(*Reverter clause and related language to be used only when it is determined that such a clause is necessary in order to make clear the purpose of Title VI.) A6.4.3 Title VI Clauses for Transfer of Real Property Acquired or Improved Under the Activity, Facility, or Program
This applies to agreements such as leases where a physical portion of the airport is transferred for use―for example a fuel farm, apron space, or a parking facility―and will be included as a covenant running with the land, in any future deeds, leases, licenses, permits, or similar instruments entered into by the sponsor with other parties for all transfers of real property acquired or improved under the Airport Improvement Program.

CLAUSES FOR TRANSFER OF REAL PROPERTY ACQUIRED OR IMPROVED UNDER THE

AIRPORT IMPROVEMENT PROGRAM
A. The (grantee, lessee, permittee, etc. as appropriate) 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 [in the case of deeds and leases add “as a covenant running with the land”] that:

1. In the event facilities are constructed, maintained, or otherwise operated on the property described in this (deed, license, lease, permit, etc.) 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 (grantee, licensee, lessee, permittee, etc.) 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. With respect to licenses, leases, permits, etc., in the event of breach of any of the above Nondiscrimination covenants, (Title of Sponsor) will have the right to terminate the (lease, license, permit, etc.) and to enter, re-enter, and repossess said lands and facilities thereon, and hold the same as if the (lease, license, permit, etc.) had never been made or issued.* C. With respect to a deed, in the event of breach of any of the above Nondiscrimination covenants, the (Title of Sponsor) will have the right to enter or re-enter the lands and facilities thereon, and the above described lands and facilities will there upon revert to and vest in and become the absolute property of the (Title of Sponsor) and its assigns.* (*Reverter clause and related language to be used only when it is determined that such a clause is necessary to make clear the purpose of Title VI.)
A6.4.4 Title VI Clauses for Construction/Use/Access to Real Property Acquired Under the Activity, Facility or Program
This applies to agreements such as leases of concession space in a terminal and any future deeds, leases, licenses, permits, or similar instruments entered into by the CIty with other Item 3A - Page 376

Page 116 of 152 ends

parties for the construction or use of, or access to, space on, over, or under real property acquired or improved under the Airport Improvement Program.

CLAUSES FOR CONSTRUCTION/USE/ACCESS TO REAL PROPERTY ACQUIRED

UNDER THE ACTIVITY, FACILITY OR PROGRAM
A. The (grantee, licensee, permittee, etc., as appropriate) 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 (in the case of deeds and leases add, “as a covenant running with the land”) 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 (grantee, licensee, lessee, permittee, etc.) will use the premises in compliance with all other requirements imposed by or pursuant to the List of discrimination Acts And Authorities.

B. With respect to (licenses, leases, permits, etc.), in the event of breach of any of the above nondiscrimination covenants, (The City) will have the right to terminate the (license, permit, etc., as appropriate) 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.*
C. With respect to deeds, in the event of breach of any of the above nondiscrimination covenants, (The City) will there upon revert to and vest in and become the absolute property of (The City) and its assigns.*
(*Reverter clause and related language to be used only when it is determined that such a clause is necessary to make clear the purpose of Title VI.)
A6.4.5 Title VI List of Pertinent Nondiscrimination Acts and Authorities Title VI List of Pertinent Nondiscrimination Acts and Authorities During the performance of this contract, the Contractor, for itself, its assignees, and successors in interest (hereinafter referred to as the “Contractor”) agrees to comply with the following nondiscrimination statutes and authorities; including but not limited to:
• Title VI of the Civil Rights Act of 1964 (42 USC § 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 USC § 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 USC § 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 USC § 6101 et seq.) (prohibits discrimination on the basis of age);
Item 3A - Page 377

Page 117 of 152 ends

• 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 USC §§ 12131 – 12189) as implemented by U.S. Department of Transportation regulations at 49 CFR parts 37 and 38;
• The Federal Aviation Administration’s Nondiscrimination statute (49 USC § 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 nondiscrimination 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 USC 1681 et seq).

Reference: 49 USC § 47123, FAA Order 1400.11
Item 3A - Page 378

Page 118 of 152 ends

FAA – 07 Clean Air/Water Pollution Control
Contractor agrees to comply with all applicable standards, orders, and regulations issued pursuant to the Clean Air Act (42 USC § 740-7671q) and the Federal Water Pollution Control Act as amended (33 USC § 1251-1387). The Contractor agrees to report any violation to the Owner immediately upon discovery. The Owner assumes responsibility for notifying the Environmental Protection Agency (EPA) and the Federal Aviation Administration.

Contractor must include this requirement in all subcontracts that exceeds $150,000.

Reference: 2 CFR § 200, Appendix II(G)
Item 3A - Page 379

Page 119 of 152 ends

FAA – 08 Contract Work Hours and Safety Standards

CONTRACT WORKHOURS AND SAFETY STANDARDS ACT REQUIREMENTS

1. Overtime Requirements.

No contractor or subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic, including watchmen and guards, in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek.

2. Violation; Liability for Unpaid Wages; Liquidated Damages.

In the event of any violation of the clause set forth in paragraph (1) of this clause, the Contractor and any subcontractor responsible therefor shall be liable for the unpaid wages. In addition, such contractor and subcontractor shall be liable to the United States (in the case of work done under contract for the District of Columbia or a territory, to such District or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph (1) of this clause, in the sum of $10 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph (1) of this clause.

3. Withholding for Unpaid Wages and Liquidated Damages.

The Federal Aviation Administration (FAA) or the Owner shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of work performed by the contractor or subcontractor under any such contract or any other Federal contract with the same prime contractor, or any other federally assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same prime contractor, such sums as may be determined to be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph (2) of this clause.

4. Subcontractors.

The Contractor or subcontractor shall insert in any subcontracts the clauses set forth in paragraphs (1) through (4) and also a clause requiring the subcontractor to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs (1) through (4) of this clause.

Reference: 2 CFR § 200, Appendix II(E)
Item 3A - Page 380

Page 120 of 152 ends

FAA – 09 Copeland Anti-Kickback
Contractor must comply with the requirements of the Copeland “Anti-Kickback” Act (18 USC 874 and 40 USC 3145), as supplemented by Department of Labor regulation 29 CFR part 3.

Contractor and subcontractors are prohibited from inducing, by any means, any person employed on the project to give up any part of the compensation to which the employee is entitled. The Contractor and each Subcontractor must submit to the Owner, a weekly statement on the wages paid to each employee performing on covered work during the prior week. Owner must report any violations of the Act to the Federal Aviation Administration.

Reference: 2 CFR § 200, Appendix II(D), 29 CFR Parts 3 and 5 Item 3A - Page 381

Page 121 of 152 ends

FAA – 10 Davis Bacon Requirements

DAVIS-BACON REQUIREMENTS

1. Minimum Wages.
(i) All laborers and mechanics employed or working upon the site of the work will be paid unconditionally and not less often than once a week, and without subsequent deduction or rebate on any account (except such payroll deductions as are permitted by the Secretary of Labor under the Copeland Act (29 CFR Part 3)), the full amount of wages and bona fide fringe benefits (or cash equivalent thereof) due at time of payment computed at rates not less than those contained in the wage determination of the Secretary of Labor which is attached hereto and made a part hereof, regardless of any contractual relationship which may be alleged to exist between the Contractor and such laborers and mechanics.

Contributions made or costs reasonably anticipated for bona fide fringe benefits under section 1(b)(2) of the Davis-Bacon Act on behalf of laborers or mechanics are considered wages paid to such laborers or mechanics, subject to the provisions of paragraph (1)(iv) of this section; also, regular contributions made or costs incurred for more than a weekly period (but not less often than quarterly) under plans, funds, or programs which cover the particular weekly period, are deemed to be constructively made or incurred during such weekly period.

Such laborers and mechanics shall be paid the appropriate wage rate and fringe benefits on the wage determination for the classification of work actually performed, without regard to skill, except as provided in 29 CFR Part 5.5(a)(4). Laborers or mechanics performing work in more than one classification may be compensated at the rate specified for each classification for the time actually worked therein: Provided that the employer’s payroll records accurately set forth the time spent in each classification in which work is performed. The wage determination (including any additional classification and wage rates conformed under (1)(ii) of this section) and the Davis-Bacon poster (WH-1321) shall be posted at all times by the Contractor and its subcontractors at the site of the work in a prominent and accessible place where it can easily be seen by the workers.
(ii)(A) The contracting officer shall require that any class of laborers or mechanics, including helpers, which is not listed in the wage determination and which is to be employed under the contract shall be classified in conformance with the wage determination. The contracting officer shall approve an additional classification and wage rate and fringe benefits therefore only when the following criteria have been met:
(1) The work to be performed by the classification requested is not performed by a classification in the wage determination;
(2) The classification is utilized in the area by the construction industry; and (3) The proposed wage rate, including any bona fide fringe benefits, bears a reasonable relationship to the wage rates contained in the wage determination. (B) If the Contractor and the laborers and mechanics to be employed in the classification (if known), or their representatives, and the contracting officer agree on the classification and wage rate (including the amount designated for fringe benefits where appropriate), a report of the action taken shall be sent by the contracting officer to the Administrator of the Wage and Hour Division, Employment Standards Administration, U.S. Department of Labor, Washington, DC 20210. The Administrator, or an authorized representative, will approve, Item 3A - Page 382

Page 122 of 152 ends

modify, or disapprove every additional classification action within 30 days of receipt and so advise the contracting officer or will notify the contracting officer within the 30-day period that additional time is necessary.
(C) In the event the Contractor, the laborers, or mechanics to be employed in the classification, or their representatives, and the contracting officer do not agree on the proposed classification and wage rate (including the amount designated for fringe benefits where appropriate), the contracting officer shall refer the questions, including the views of all interested parties and the recommendation of the contracting officer, to the Administrator for determination. The Administrator, or an authorized representative, will issue a determination within 30 days of receipt and so advise the contracting officer or will notify the contracting officer within the 30-day period that additional time is necessary. (D) The wage rate (including fringe benefits where appropriate) determined pursuant to subparagraphs (1)(ii) (B) or (C) of this paragraph, shall be paid to all workers performing work in the classification under this contract from the first day on which work is performed in the classification.
(iii) Whenever the minimum wage rate prescribed in the contract for a class of laborers or mechanics includes a fringe benefit which is not expressed as an hourly rate, the contractor shall either pay the benefit as stated in the wage determination or shall pay another bona fide fringe benefit or an hourly cash equivalent thereof.
(iv) If the Contractor does not make payments to a trustee or other third person, the Contractor may consider as part of the wages of any laborer or mechanic the amount of any costs reasonably anticipated in providing bona fide fringe benefits under a plan or program:

Provided that the Secretary of Labor has found, upon the written request of the Contractor, that the applicable standards of the Davis-Bacon Act have been met. The Secretary of Labor may require the Contractor to set aside in a separate account assets for the meeting of obligations under the plan or program.

2. Withholding.

The Federal Aviation Administration or the sponsor shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld from the Contractor under this contract or any other Federal contract with the same prime contractor, or any other federally-assisted contract subject to Davis-Bacon prevailing wage requirements, which is held by the same prime contractor, so much of the accrued payments or advances as may be considered necessary to pay laborers and mechanics, including apprentices, trainees, and helpers, employed by the Contractor or any subcontractor the full amount of wages required by the contract. In the event of failure to pay any laborer or mechanic, including any apprentice, trainee, or helper, employed or working on the site of work, all or part of the wages required by the contract, the Federal Aviation Administration may, after written notice to the Contractor, Sponsor, Applicant, or Owner, take such action as may be necessary to cause the suspension of any further payment, advance, or guarantee of funds until such violations have ceased.

3. Payrolls and Basic Records.

Item 3A - Page 383

Page 123 of 152 ends

(i) Payrolls and basic records relating thereto shall be maintained by the Contractor during the course of the work and preserved for a period of three years thereafter for all laborers and mechanics working at the site of the work. Such records shall contain the name, address, and social security number of each such worker; his or her correct classification; hourly rates of wages paid (including rates of contributions or costs anticipated for bona fide fringe benefits or cash equivalents thereof of the types described in 1(b)(2)(B) of the DavisBacon Act); daily and weekly number of hours worked; deductions made; and actual wages paid. Whenever the Secretary of Labor has found under 29 CFR 5.5(a)(1)(iv) that the wages of any laborer or mechanic include the amount of any costs reasonably anticipated in providing benefits under a plan or program described in section 1(b)(2)(B) of the Davis-Bacon Act, the Contractor shall maintain records that show that the commitment to provide such benefits is enforceable, that the plan or program is financially responsible, and that the plan or program has been communicated in writing to the laborers or mechanics affected, and that show the costs anticipated or the actual costs incurred in providing such benefits. Contractors employing apprentices or trainees under approved programs shall maintain written evidence of the registration of apprenticeship programs and certification of trainee programs, the registration of the apprentices and trainees, and the ratios and wage rates prescribed in the applicable programs.
(ii)(A) The Contractor shall submit weekly for each week in which any contract work is performed a copy of all payrolls to the Federal Aviation Administration if the agency is a party to the contract, but if the agency is not such a party, the Contractor will submit the payrolls to the applicant, Sponsor, or Owner, as the case may be, for transmission to the Federal Aviation Administration. The payrolls submitted shall set out accurately and completely all of the information required to be maintained under 29 CFR 5.5(a)(3)(i), except that full social security numbers and home addresses shall not be included on weekly transmittals. Instead the payrolls shall only need to include an individually identifying number for each employee (e.g. the last four digits of the employee’s social security number). The required weekly payroll information may be submitted in any form desired. Optional Form WH–347 is available for this purpose from the Wage and Hour Division Web site at www.dol.gov/whd/forms/wh347instr.htm or its successor site. The prime contractor is responsible for the submission of copies of payrolls by all subcontractors. Contractors and subcontractors shall maintain the full social security number and current address of each covered worker and shall provide them upon request to the Federal Aviation Administration if the agency is a party to the contract, but if the agency is not such a party, the Contractor will submit them to the applicant, sponsor, or Owner, as the case may be, for transmission to the Federal Aviation Administration, the Contractor, or the Wage and Hour Division of the Department of Labor for purposes of an investigation or audit of compliance with prevailing wage requirements. It is not a violation of this section for a prime contractor to require a subcontractor to provide addresses and social security numbers to the prime contractor for its own records, without weekly submission to the sponsoring government agency (or the applicant, Sponsor, or Owner).
(B) Each payroll submitted shall be accompanied by a "Statement of Compliance," signed by the Contractor or subcontractor or his or her agent who pays or supervises the payment of the persons employed under the contract and shall certify the following:
(1) The payroll for the payroll period contains the information required to be provided under 29 CFR § 5.5(a)(3)(ii), the appropriate information is being maintained under 29 CFR § 5.5 (a)(3)(i), and that such information is correct and complete; Item 3A - Page 384

Page 124 of 152 ends

(2) Each laborer and mechanic (including each helper, apprentice, and trainee) employed on the contract during the payroll period has been paid the full weekly wages earned, without rebate, either directly or indirectly, and that no deductions have been made either directly or indirectly from the full wages earned, other than permissible deductions as set forth in Regulations 29 CFR Part 3;
(3) Each laborer or mechanic has been paid not less than the applicable wage rates and fringe benefits or cash equivalents for the classification of work performed, as specified in the applicable wage determination incorporated into the contract. (C) The weekly submission of a properly executed certification set forth on the reverse side of Optional Form WH-347 shall satisfy the requirement for submission of the “Statement of Compliance” required by paragraph (3)(ii)(B) of this section. (D) The falsification of any of the above certifications may subject the Contractor or subcontractor to civil or criminal prosecution under Section 1001 of Title 18 and Section 231 of Title 31 of the United States Code.
(iii) The Contractor or subcontractor shall make the records required under paragraph (3)(i) of this section available for inspection, copying, or transcription by authorized representatives of the sponsor, the Federal Aviation Administration, or the Department of Labor and shall permit such representatives to interview employees during working hours on the job. If the Contractor or subcontractor fails to submit the required records or to make them available, the Federal agency may, after written notice to the Contractor, Sponsor, applicant, or Owner, take such action as may be necessary to cause the suspension of any further payment, advance, or guarantee of funds. Furthermore, failure to submit the required records upon request or to make such records available may be grounds for debarment action pursuant to 29 CFR 5.12.

4. Apprentices and Trainees.
(i) Apprentices. Apprentices will be permitted to work at less than the predetermined rate for the work they performed when they are employed pursuant to and individually registered in a bona fide apprenticeship program registered with the U.S. Department of Labor, Employment and Training Administration, Bureau of Apprenticeship and Training, or with a State Apprenticeship Agency recognized by the Bureau, or if a person is employed in his or her first 90 days of probationary employment as an apprentice in such an apprenticeship program, who is not individually registered in the program, but who has been certified by the Bureau of Apprenticeship and Training or a State Apprenticeship Agency (where appropriate) to be eligible for probationary employment as an apprentice. The allowable ratio of apprentices to journeymen on the job site in any craft classification shall not be greater than the ratio permitted to the contractor as to the entire work force under the registered program. Any worker listed on a payroll at an apprentice wage rate, who is not registered or otherwise employed as stated above, shall be paid not less than the applicable wage rate on the wage determination for the classification of work actually performed. In addition, any apprentice performing work on the job site in excess of the ratio permitted under the registered program shall be paid not less than the applicable wage rate on the wage determination for the work actually performed. Where a contractor is performing construction on a project in a locality other than that in which its program is registered, the ratios and wage rates (expressed in percentages of the journeyman’s hourly rate) specified in the Contractor’s or subcontractor’s registered program shall be observed. Every apprentice must be paid at not less than the rate specified in the registered program for the apprentice’s level of progress, expressed as a Item 3A - Page 385

Page 125 of 152 ends

percentage of the journeymen hourly rate specified in the applicable wage determination.

Apprentices shall be paid fringe benefits in accordance with the provisions of the apprenticeship program. If the apprenticeship program does not specify fringe benefits, apprentices must be paid the full amount of fringe benefits listed on the wage determination for the applicable classification. If the Administrator determines that a different practice prevails for the applicable apprentice classification, fringes shall be paid in accordance with that determination. In the event the Bureau of Apprenticeship and Training, or a State Apprenticeship Agency recognized by the Bureau, withdraws approval of an apprenticeship program, the Contractor will no longer be permitted to utilize apprentices at less than the applicable predetermined rate for the work performed until an acceptable program is approved.
(ii) Trainees. Except as provided in 29 CFR 5.16, trainees will not be permitted to work at less than the predetermined rate for the work performed unless they are employed pursuant to and individually registered in a program which has received prior approval, evidenced by formal certification by the U.S. Department of Labor, Employment and Training Administration. The ratio of trainees to journeymen on the job site shall not be greater than permitted under the plan approved by the Employment and Training Administration. Every trainee must be paid at not less than the rate specified in the approved program for the trainee’s level of progress, expressed as a percentage of the journeyman hourly rate specified in the applicable wage determination. Trainees shall be paid fringe benefits in accordance with the provisions of the trainee program. If the trainee program does not mention fringe benefits, trainees shall be paid the full amount of fringe benefits listed on the wage determination unless the Administrator of the Wage and Hour Division determines that there is an apprenticeship program associated with the corresponding journeyman wage rate on the wage determination that provides for less than full fringe benefits for apprentices. Any employee listed on the payroll at a trainee rate that is not registered and participating in a training plan approved by the Employment and Training Administration shall be paid not less than the applicable wage rate on the wage determination for the classification of work actually performed. In addition, any trainee performing work on the job site in excess of the ratio permitted under the registered program shall be paid not less than the applicable wage rate on the wage determination for the work actually performed. In the event the Employment and Training Administration withdraws approval of a training program, the Contractor will no longer be permitted to utilize trainees at less than the applicable predetermined rate for the work performed until an acceptable program is approved. (iii) Equal Employment Opportunity. The utilization of apprentices, trainees, and journeymen under this part shall be in conformity with the equal employment opportunity requirements of Executive Order 11246, as amended, and 29 CFR Part 30.

5. Compliance with Copeland Act Requirements.

The Contractor shall comply with the requirements of 29 CFR Part 3, which are incorporated by reference in this contract.

6. Subcontracts.

The Contractor or subcontractor shall insert in any subcontracts the clauses contained in 29 CFR Part 5.5(a)(1) through (10) and such other clauses as the Federal Aviation Administration may by appropriate instructions require, and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor Item 3A - Page 386

Page 126 of 152 ends

shall be responsible for the compliance by any subcontractor or lower tier subcontractor with all the contract clauses in 29 CFR Part 5.5.

7. Contract Termination: Debarment.

A breach of the contract clauses in paragraph 1 through 10 of this section may be grounds for termination of the contract, and for debarment as a contractor and a subcontractor as provided in 29 CFR 5.12.

8. Compliance with Davis-Bacon and Related Act Requirements.

All rulings and interpretations of the Davis-Bacon and Related Acts contained in 29 CFR Parts 1, 3, and 5 are herein incorporated by reference in this contract.

9. Disputes Concerning Labor Standards.

Disputes arising out of the labor standards provisions of this contract shall not be subject to the general disputes clause of this contract. Such disputes shall be resolved in accordance with the procedures of the Department of Labor set forth in 29 CFR Parts 5, 6, and 7.

Disputes within the meaning of this clause include disputes between the Contractor (or any of its subcontractors) and the contracting agency, the U.S. Department of Labor, or the employees or their representatives.

10. Certification of Eligibility.
(i) By entering into this contract, the Contractor certifies that neither it (nor he or she) nor any person or firm who has an interest in the Contractor’s firm is a person or firm ineligible to be awarded Government contracts by virtue of section 3(a) of the Davis-Bacon Act or 29 CFR

5.12(a)(1).
(ii) No part of this contract shall be subcontracted to any person or firm ineligible for award of a Government contract by virtue of section 3(a) of the Davis-Bacon Act or 29 CFR 5.12(a)(1). (iii) The penalty for making false statements is prescribed in the U.S. Criminal Code, 18 USC 1001.

Reference: 2 CFR § 200, Appendix II(D), 29 CFR Part 5
Item 3A - Page 387

Page 127 of 152 ends

FAA – 11 Debarment and Suspension
A11.3.1 Bidder or Offeror Certification
By submitting a bid/proposal under the solicitation for this contract, the Contractor must have certified that neither it nor its principals are presently debarred or suspended by any Federal department or agency from participation in this transaction.

A11.3.2 Lower Tier Contract Certification

CERTIFICATION OF LOWER TIER CONTRACTORS REGARDING DEBARMENT The Contractor, by administering each lower tier subcontract that exceeds $25,000 as a “covered transaction”, must verify each lower tier participant of a “covered transaction” under the project is not presently debarred or otherwise disqualified from participation in this federally assisted project. The Contractor will accomplish this by:

1. Checking the System for Award Management at website: http://www.sam.gov.

2. Collecting a certification statement similar to the Certification of Offerer /Bidder Regarding Debarment, above.

3. Inserting a clause or condition in the covered transaction with the lower tier contract.

If the Federal Aviation Administration later determines that a lower tier participant failed to disclose to a higher tier participant that it was excluded or disqualified at the time it entered the covered transaction, the FAA may pursue any available remedies, including suspension and debarment of the non-compliant participant.

Reference: 2 CFR part 180 (Subpart C), 2 CFR part 1200, DOT Order 4200.5 Item 3A - Page 388

Page 128 of 152 ends

FAA – 12 Disadvantaged Business Enterprise
Contract Assurance (§ 26.13) –
The Contractor or subcontractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The Contractor shall carry out applicable requirements of 49 CFR part 26 in the award and administration of Department of Transportation-assisted contracts. Failure by the Contractor to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy as the Owner deems appropriate, which may include, but is not limited to:
1) Withholding monthly progress payments;
2) Assessing sanctions;
3) Liquidated damages; and/or
4) Disqualifying the Contractor from future bidding as non-responsible.

Prompt Payment (§26.29) – The prime contractor agrees to pay each subcontractor under this prime contract for satisfactory performance of its contract no later than [10 days] days from the receipt of each payment the prime contractor receives from [the City]. The prime contractor agrees further to return retainage payments to each subcontractor within [30 days] days after the subcontractor’s work is satisfactorily completed. Any delay or postponement of payment from the above referenced time frame may occur only for good cause following written approval of the [City]. This clause applies to both DBE and non-DBE subcontractors.

Reference: 49 CFR part 26
Item 3A - Page 389

Page 129 of 152 ends

FAA – 13 Distracted Driving

TEXTING WHEN DRIVING
In accordance with Executive Order 13513, “Federal Leadership on Reducing Text Messaging While Driving”, (10/1/2009) and DOT Order 3902.10, “Text Messaging While Driving”, (12/30/2009), the Federal Aviation Administration encourages recipients of Federal grant funds to adopt and enforce safety policies that decrease crashes by distracted drivers, including policies to ban text messaging while driving when performing work related to a grant or subgrant.

In support of this initiative, the Owner encourages the Contractor to promote policies and initiatives for its employees and other work personnel that decrease crashes by distracted drivers, including policies that ban text messaging while driving motor vehicles while performing work activities associated with the project. The Contractor must include the substance of this clause in all sub-tier contracts exceeding $3,500 that involve driving a motor vehicle in performance of work activities associated with the project.

Reference: Executive Order 13513, DOT Order 3902.10
Item 3A - Page 390

Page 130 of 152 ends

FAA – 14 Energy Conservation Requirements
Contractor and Subcontractor agree to comply with mandatory standards and policies relating to energy efficiency as contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (42 USC 6201et seq).

Reference: 2 CFR § 200, Appendix II(H)
Item 3A - Page 391

Page 131 of 152 ends

FAA – 15 Drug Free Workplace Requirements
The Drug-Free Workplace Act of 1988 requires some Federal contractors and all Federal grantees to agree that they will provide drug-free workplaces as a condition of receiving a contract or grant from a Federal agency. The Act does not apply to contractors, subcontractors, or subgrantees, although the Federal grantees workplace may be where the contractors, subcontractors, or subgrantees are working.

Reference: 49 CFR part 32, Drug-Free Workplace Act of 1988 (41 U.S.C. 701 et seq., as amended)
Item 3A - Page 392

Page 132 of 152 ends

FAA – 16 Equal Employment Opportunity
A16.3.1 EEO Contract Clause
During the performance of this contract, the Contractor agrees as follows:
(1) The Contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, sexual orientation, gender identify, or national origin. Such action shall include, but not be limited to, the following:
employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff, or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause.
(2) The Contractor will, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, state that all qualified applicants will receive considerations for employment without regard to race, color, religion, sex, or national origin. (3) The Contractor will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers’ representatives of the Contractor’s commitments under this section and shall post copies of the notice in conspicuous places available to employees and applicants for employment.
(4) The Contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. (5) The Contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders.
(6) In the event of the Contractor’s noncompliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, this contract may be canceled, terminated, or suspended in whole or in part and the Contractor may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law.
(7) The Contractor will include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The Contractor will take such action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for noncompliance: Provided, Item 3A - Page 393

Page 133 of 152 ends

however, that in the event a contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency the Contractor may request the United States to enter into such litigation to protect the interests of the United States.

A16.3.2 EEO Specification

STANDARD FEDERAL EQUAL EMPLOYMENT OPPORTUNITY

CONSTRUCTION CONTRACT SPECIFICATIONS

1. As used in these specifications:
a. “Covered area” means the geographical area described in the solicitation from which this contract resulted;
b. “Director” means Director, Office of Federal Contract Compliance Programs (OFCCP), U.S. Department of Labor, or any person to whom the Director delegates authority; c. “Employer identification number” means the Federal social security number used on the Employer’s Quarterly Federal Tax Return, U.S. Treasury Department Form 941; d. “Minority” includes:
(1) Black (all persons having origins in any of the Black African racial groups not of Hispanic origin);
(2) Hispanic (all persons of Mexican, Puerto Rican, Cuban, Central or South American, or other Spanish culture or origin regardless of race); (3) Asian and Pacific Islander (all persons having origins in any of the original peoples of the Far East, Southeast Asia, the Indian Subcontinent, or the Pacific Islands); and (4) American Indian or Alaskan native (all persons having origins in any of the original peoples of North America and maintaining identifiable tribal affiliations through membership and participation or community identification).

2. Whenever the Contractor, or any subcontractor at any tier, subcontracts a portion of the work involving any construction trade, it shall physically include in each subcontract in excess of $10,000 the provisions of these specifications and the Notice which contains the applicable goals for minority and female participation and which is set forth in the solicitations from which this contract resulted.

3. If the Contractor is participating (pursuant to 41 CFR part 60-4.5) in a Hometown Plan approved by the U.S. Department of Labor in the covered area either individually or through an association, its affirmative action obligations on all work in the Plan area (including goals and timetables) shall be in accordance with that Plan for those trades which have unions participating in the Plan. Contractors shall be able to demonstrate their participation in and compliance with the provisions of any such Hometown Plan. Each contractor or subcontractor participating in an approved plan is individually required to comply with its obligations under the EEO clause and to make a good faith effort to achieve each goal under the Plan in each trade in which it has employees. The overall good faith performance by other contractors or subcontractors toward a goal in an approved Plan does not excuse any covered contractor’s or subcontractor’s failure to take good faith efforts to achieve the Plan goals and timetables.

Item 3A - Page 394

Page 134 of 152 ends

4. The Contractor shall implement the specific affirmative action standards provided in paragraphs 7a through 7p of these specifications. The goals set forth in the solicitation from which this contract resulted are expressed as percentages of the total hours of employment and training of minority and female utilization the Contractor should reasonably be able to achieve in each construction trade in which it has employees in the covered area. Covered construction contractors performing construction work in a geographical area where they do not have a Federal or federally assisted construction contract shall apply the minority and female goals established for the geographical area where the work is being performed. Goals are published periodically in the Federal Register in notice form, and such notices may be obtained from any Office of Federal Contract Compliance Programs office or from Federal procurement contracting officers.

The Contractor is expected to make substantially uniform progress in meeting its goals in each craft during the period specified.

5. Neither the provisions of any collective bargaining agreement nor the failure by a union with whom the Contractor has a collective bargaining agreement to refer either minorities or women shall excuse the Contractor’s obligations under these specifications, Executive Order 11246, or the regulations promulgated pursuant thereto.

6. In order for the non-working training hours of apprentices and trainees to be counted in meeting the goals, such apprentices and trainees shall be employed by the Contractor during the training period and the Contractor shall have made a commitment to employ the apprentices and trainees at the completion of their training, subject to the availability of employment opportunities. Trainees shall be trained pursuant to training programs approved by the U.S. Department of Labor.

7. The Contractor shall take specific affirmative actions to ensure equal employment opportunity. The evaluation of the Contractor’s compliance with these specifications shall be based upon its effort to achieve maximum results from its actions. The Contractor shall document these efforts fully and shall implement affirmative action steps at least as extensive as the following:
a. Ensure and maintain a working environment free of harassment, intimidation, and coercion at all sites, and in all facilities at which the Contractor’s employees are assigned to work.

The Contractor, where possible, will assign two or more women to each construction project. The Contractor shall specifically ensure that all foremen, superintendents, and other onsite supervisory personnel are aware of and carry out the Contractor’s obligation to maintain such a working environment, with specific attention to minority or female individuals working at such sites or in such facilities. b. Establish and maintain a current list of minority and female recruitment sources, provide written notification to minority and female recruitment sources and to community organizations when the Contractor or its unions have employment opportunities available, and maintain a record of the organizations’ responses.
c. Maintain a current file of the names, addresses, and telephone numbers of each minority and female off-the-street applicant and minority or female referral from a union, a recruitment source, or community organization and of what action was taken with respect to each such individual. If such individual was sent to the union hiring hall for referral and was not referred back to the Contractor by the union or, if referred, not employed by the Contractor, this shall be documented in the file with the reason therefore along with whatever additional actions the Contractor may have taken.

Item 3A - Page 395

Page 135 of 152 ends

d. Provide immediate written notification to the Director when the union or unions with which the Contractor has a collective bargaining agreement has not referred to the Contractor a minority person or female sent by the Contractor, or when the Contractor has other information that the union referral process has impeded the Contractor’s efforts to meet its obligations.
e. Develop on-the-job training opportunities and/or participate in training programs for the area which expressly include minorities and women, including upgrading programs and apprenticeship and trainee programs relevant to the Contractor’s employment needs, especially those programs funded or approved by the Department of Labor. The Contractor shall provide notice of these programs to the sources compiled under 7b above.
f. Disseminate the Contractor’s EEO policy by providing notice of the policy to unions and training programs and requesting their cooperation in assisting the Contractor in meeting its EEO obligations; by including it in any policy manual and collective bargaining agreement; by publicizing it in the company newspaper, annual report, etc.; by specific review of the policy with all management personnel and with all minority and female employees at least once a year; and by posting the company EEO policy on bulletin boards accessible to all employees at each location where construction work is performed. g. Review, at least annually, the company’s EEO policy and affirmative action obligations under these specifications with all employees having any responsibility for hiring, assignment, layoff, termination, or other employment decisions, including specific review of these items, with onsite supervisory personnel such superintendents, general foremen, etc., prior to the initiation of construction work at any job site. A written record shall be made and maintained identifying the time and place of these meetings, persons attending, subject matter discussed, and disposition of the subject matter. h. Disseminate the Contractor’s EEO policy externally by including it in any advertising in the news media, specifically including minority and female news media, and providing written notification to and discussing the Contractor’s EEO policy with other contractors and subcontractors with whom the Contractor does or anticipates doing business. i. Direct its recruitment efforts, both oral and written, to minority, female, and community organizations, to schools with minority and female students; and to minority and female recruitment and training organizations serving the Contractor’s recruitment area and employment needs. Not later than one month prior to the date for the acceptance of applications for apprenticeship or other training by any recruitment source, the Contractor shall send written notification to organizations, such as the above, describing the openings, screening procedures, and tests to be used in the selection process. j. Encourage present minority and female employees to recruit other minority persons and women and, where reasonable, provide after school, summer, and vacation employment to minority and female youth both on the site and in other areas of a contractor’s workforce.
k. Validate all tests and other selection requirements where there is an obligation to do so under 41 CFR part 60-3.
l. Conduct, at least annually, an inventory and evaluation at least of all minority and female personnel, for promotional opportunities and encourage these employees to seek or to prepare for, through appropriate training, etc., such opportunities.

Item 3A - Page 396

Page 136 of 152 ends

m. Ensure that seniority practices, job classifications, work assignments, and other personnel practices do not have a discriminatory effect by continually monitoring all personnel and employment related activities to ensure that the EEO policy and the Contractor’s obligations under these specifications are being carried out. n. Ensure that all facilities and company activities are non-segregated except that separate or single user toilet and necessary changing facilities shall be provided to assure privacy between the sexes.
o. Document and maintain a record of all solicitations of offers for subcontracts from minority and female construction contractors and suppliers, including circulation of solicitations to minority and female contractor associations and other business associations. p. Conduct a review, at least annually, of all supervisor’s adherence to and performance under the Contractor’s EEO policies and affirmative action obligations.

8. Contractors are encouraged to participate in voluntary associations, which assist in fulfilling one or more of their affirmative action obligations (7a through 7p). The efforts of a contractor association, joint contractor union, contractor community, or other similar groups of which the Contractor is a member and participant may be asserted as fulfilling any one or more of its obligations under 7a through 7p of these specifications provided that the Contractor actively participates in the group, makes every effort to assure that the group has a positive impact on the employment of minorities and women in the industry, ensures that the concrete benefits of the program are reflected in the Contractor’s minority and female workforce participation, makes a good faith effort to meet its individual goals and timetables, and can provide access to documentation which demonstrates the effectiveness of actions taken on behalf of the Contractor. The obligation to comply, however, is the Contractor’s and failure of such a group to fulfill an obligation shall not be a defense for the Contractor’s noncompliance.

9. A single goal for minorities and a separate single goal for women have been established.

The Contractor, however, is required to provide equal employment opportunity and to take affirmative action for all minority groups, both male and female, and all women, both minority and non-minority. Consequently, if the particular group is employed in a substantially disparate manner (for example, even though the Contractor has achieved its goals for women generally), the Contractor may be in violation of the Executive Order if a specific minority group of women is underutilized.

10. The Contractor shall not use the goals and timetables or affirmative action standards to discriminate against any person because of race, color, religion, sex, or national origin.

11. The Contractor shall not enter into any subcontract with any person or firm debarred from Government contracts pursuant to Executive Order 11246.

12. The Contractor shall carry out such sanctions and penalties for violation of these specifications and of the Equal Opportunity Clause, including suspension, termination, and cancellation of existing subcontracts as may be imposed or ordered pursuant to Executive Order 11246, as amended, and its implementing regulations, by the Office of Federal Contract Compliance Programs. Any contractor who fails to carry out such sanctions and penalties shall be in violation of these specifications and Executive Order 11246, as amended.

Item 3A - Page 397

Page 137 of 152 ends

13. The Contractor, in fulfilling its obligations under these specifications, shall implement specific affirmative action steps, at least as extensive as those standards prescribed in paragraph 7 of these specifications, so as to achieve maximum results from its efforts to ensure equal employment opportunity. If the Contractor fails to comply with the requirements of the Executive Order, the implementing regulations, or these specifications, the Director shall proceed in accordance with 41 CFR part 60-4.8.

14. The Contractor shall designate a responsible official to monitor all employment related activity to ensure that the company EEO policy is being carried out, to submit reports relating to the provisions hereof as may be required by the Government, and to keep records. Records shall at least include for each employee, the name, address, telephone number, construction trade, union affiliation if any, employee identification number when assigned, social security number, race, sex, status (e.g., mechanic, apprentice, trainee, helper, or laborer), dates of changes in status, hours worked per week in the indicated trade, rate of pay, and locations at which the work was performed. Records shall be maintained in an easily understandable and retrievable form; however, to the degree that existing records satisfy this requirement, contractors shall not be required to maintain separate records.

15. Nothing herein provided shall be construed as a limitation upon the application of other laws which establish different standards of compliance or upon the application of requirements for the hiring of local or other area residents (e.g. those under the Public Works Employment Act of 1977 and the Community Development Block Grant Program).

Reference: 2 CFR 200, Appendix II(C), 41 CFR § 60-1.4, 41 CFR § 60-4.3, Executive Order 11246
Item 3A - Page 398

Page 138 of 152 ends

FAA – 17 Federal Fair Labor Standards Act
The provisions of 29 CFR part 201, the Federal Fair Labor Standards Act (FLSA), are incorporated by reference with the same force and effect as if given in full text. The FLSA sets minimum wage, overtime pay, recordkeeping, and child labor standards for full and part-time workers.

The [Contractor | Consultant] has full responsibility to monitor compliance to the referenced statute or regulation. The [Contractor | Consultant] must address any claims or disputes that arise from this requirement directly with the U.S. Department of Labor – Wage and Hour Division.

Reference: 29 USC § 201, et seq
Item 3A - Page 399

Page 139 of 152 ends

FAA – 18 Lobbying and Influencing Federal Employees
Consultants and contractors that apply or bid for an award of $100,000 or more must have certified that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant, or another award covered by 31 USC 1352. Each tier must also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award.

Reference: 31 USC § 1352 – Byrd Anti-Lobbying Amendment, 2 CFR part 200, Appendix II(J), 49 CFR part 20, Appendix A
Item 3A - Page 400

Page 140 of 152 ends

FAA – 19 Prohibition of Segregated Facilities
(a) The Contractor agrees that it does not and will not maintain or provide for its employees any segregated facilities at any of its establishments, and that it does not and will not permit its employees to perform their services at any location under its control where segregated facilities are maintained. The Contractor agrees that a breach of this clause is a violation of the Equal Employment Opportunity clause in this contract.
(b) “Segregated facilities,” as used in this clause, means any waiting rooms, work areas, rest rooms and wash rooms, restaurants and other eating areas, time clocks, locker rooms and other storage or dressing areas, parking lots, drinking fountains, recreation or entertainment areas, transportation, and housing facilities provided for employees that are segregated by explicit directive or are in fact segregated on the basis of race, color, religion, sex, or national origin because of written or oral policies or employee custom. The term does not include separate or single-user rest rooms or necessary dressing or sleeping areas provided to assure privacy between the sexes.
(c) The Contractor shall include this clause in every subcontract and purchase order that is subject to the Equal Employment Opportunity clause of this contract.

Reference: 41 CFR § 60
Item 3A - Page 401

Page 141 of 152 ends

FAA – 20 Occupational Safety and Health Act
All contracts and subcontracts that result from this solicitation incorporate by reference the requirements of 29 CFR Part 1910 with the same force and effect as if given in full text. The employer must provide a work environment that is free from recognized hazards that may cause death or serious physical harm to the employee. The employer retains full responsibility to monitor its compliance and their subcontractor’s compliance with the applicable requirements of the Occupational Safety and Health Act of 1970 (20 CFR Part 1910). The employer must address any claims or disputes that pertain to a referenced requirement directly with the U.S.

Department of Labor – Occupational Safety and Health Administration.

Reference: 29 CFR part 1910
Item 3A - Page 402

Page 142 of 152 ends

FAA – 21 Procurement of Recovered Materials
Contractor and subcontractor agree to comply with Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act, and the regulatory provisions of 40 CFR Part 247. In the performance of this contract and to the extent practicable, the Contractor and subcontractors are to use products containing the highest percentage of recovered materials for items designated by the Environmental Protection Agency (EPA) under 40 CFR Part 247 whenever:
1) The contract requires procurement of $10,000 or more of a designated item during the fiscal year; or
2) The contractor has procured $10,000 or more of a designated item using Federal funding during the previous fiscal year.

The list of EPA-designated items is available at www.epa.gov/smm/comprehensiveprocurement-guidelines-construction-products.

Section 6002(c) establishes exceptions to the preference for recovery of EPA-designated products if the contractor can demonstrate the item is:
a) Not reasonably available within a timeframe providing for compliance with the contract performance schedule;
b) Fails to meet reasonable contract performance requirements; or c) Is only available at an unreasonable price.

Reference: 2 CFR § 200.322, 40 CFR part 247, Solid Waste Disposal Act Item 3A - Page 403

Page 143 of 152 ends

FAA – 22 Rights to Inventions
Contracts or agreements that include the performance of experimental, developmental, or research work must provide for the rights of the Federal Government and the Owner in any resulting invention as established by 37 CFR part 401, Rights to Inventions Made by Non-profit Organizations and Small Business Firms under Government Grants, Contracts, and Cooperative Agreements. This contract incorporates by reference the patent and inventions rights as specified within 37 CFR §401.14. Contractor must include this requirement in all subtier contracts involving experimental, developmental, or research work.

Reference: 2 CFR § 200, Appendix II(F), 37 CFR §401
Item 3A - Page 404

Page 144 of 152 ends

FAA - 23 Seismic Safety
A23.3.1 Professional Service Agreements for Design

SEISMIC SAFETY
In the performance of design services, the Consultant agrees to furnish a building design and associated construction specification that conform to a building code standard that provides a level of seismic safety substantially equivalent to standards as established by the National Earthquake Hazards Reduction Program (NEHRP). Local building codes that model their building code after the current version of the International Building Code (IBC) meet the NEHRP equivalency level for seismic safety. At the conclusion of the design services, the Consultant agrees to furnish the Owner a “certification of compliance” that attests conformance of the building design and the construction specifications with the seismic standards of NEHRP or an equivalent building code.

A23.3.2 Construction Contracts

SEISMIC SAFETY
The Contractor agrees to ensure that all work performed under this contract, including work performed by subcontractors, conforms to a building code standard that provides a level of seismic safety substantially equivalent to standards established by the National Earthquake Hazards Reduction Program (NEHRP). Local building codes that model their code after the current version of the International Building Code (IBC) meet the NEHRP equivalency level for seismic safety.

Reference: 49 CFR part 41
Item 3A - Page 405

Page 145 of 152 ends

FAA – 24 Tax Delinquency and Felony Conviction
The Contractor must have certified under the procurement process that resulted in the award of this contract that:
• Contractor has not been convicted of a Federal felony within the last 24 months; or • Contractor does not have any outstanding tax liability for which all judicial and administrative remedies have lapsed or been exhausted.

Reference: Sections 415 and 416 of Title IV, Division L of the Consolidated Appropriations Act, 2014 (Pub. L. 113-76), and similar provisions in subsequent appropriations acts.

DOT Order 4200.6 - Requirements for Procurement and Non-Procurement Regarding Tax Delinquency and Felony Convictions

Item 3A - Page 406

Page 146 of 152 ends

FAA – 25 Termination of Contract
A25.3.1 TERMINATION FOR CONVENIENCE (CONSTRUCTION & EQUIPMENT

CONTRACTS)
The Owner may terminate this contract in whole or in part at any time by providing written notice to the Contractor. Such action may be without cause and without prejudice to any other right or remedy of Owner. Upon receipt of a written notice of termination, except as explicitly directed by the Owner, the Contractor shall immediately proceed with the following obligations regardless of any delay in determining or adjusting amounts due under this clause:

1. Contractor must immediately discontinue work as specified in the written notice.

2. Terminate all subcontracts to the extent they relate to the work terminated under the notice.

3. Discontinue orders for materials and services except as directed by the written notice.

4. Deliver to the Owner all fabricated and partially fabricated parts, completed and partially completed work, supplies, equipment and materials acquired prior to termination of the work, and as directed in the written notice.

5. Complete performance of the work not terminated by the notice.

6. Take action as directed by the Owner to protect and preserve property and work related to this contract that Owner will take possession.

Owner agrees to pay Contractor for:
1) completed and acceptable work executed in accordance with the contract documents prior to the effective date of termination;
2) documented expenses sustained prior to the effective date of termination in performing work and furnishing labor, materials, or equipment as required by the contract documents in connection with uncompleted work;
3) reasonable and substantiated claims, costs, and damages incurred in settlement of terminated contracts with Subcontractors and Suppliers; and 4) reasonable and substantiated expenses to the Contractor directly attributable to Owner’s termination action.

Owner will not pay Contractor for loss of anticipated profits or revenue or other economic loss arising out of or resulting from the Owner’s termination action.

The rights and remedies this clause provides are in addition to any other rights and remedies provided by law or under this contract.

TERMINATION FOR CONVENIENCE (PROFESSIONAL SERVICES)
The Owner may, by written notice to the Consultant, terminate this Agreement for its convenience and without cause or default on the part of Consultant. Upon receipt of the notice of termination, except as explicitly directed by the Owner, the Contractor must immediately discontinue all services affected.

Item 3A - Page 407

Page 147 of 152 ends

Upon termination of the Agreement, the Consultant must deliver to the Owner all data, surveys, models, drawings, specifications, reports, maps, photographs, estimates, summaries, and other documents and materials prepared by the Engineer under this contract, whether complete or partially complete.

Owner agrees to make just and equitable compensation to the Consultant for satisfactory work completed up through the date the Consultant receives the termination notice. Compensation will not include anticipated profit on non-performed services.

Owner further agrees to hold Consultant harmless for errors or omissions in documents that are incomplete as a result of the termination action under this clause.

A25.3.2 Termination for Default

TERMINATION FOR DEFAULT (CONSTRUCTION)
Section 80-09 of FAA Advisory Circular 150/5370-10 establishes conditions, rights, and remedies associated with Owner termination of this contract due to default of the Contractor.

TERMINATION FOR DEFAULT (EQUIPMENT)
The Owner may, by written notice of default to the Contractor, terminate all or part of this Contract if the Contractor:

1. Fails to commence the Work under the Contract within the time specified in the Notice- toProceed;

2. Fails to make adequate progress as to endanger performance of this Contract in accordance with its terms;

3. Fails to make delivery of the equipment within the time specified in the Contract, including any Owner approved extensions;

4. Fails to comply with material provisions of the Contract;

5. Submits certifications made under the Contract and as part of their proposal that include false or fraudulent statements; or

6. Becomes insolvent or declares bankruptcy.

If one or more of the stated events occur, the Owner will give notice in writing to the Contractor and Surety of its intent to terminate the contract for cause. At the Owner’s discretion, the notice may allow the Contractor and Surety an opportunity to cure the breach or default.

If within [10] days of the receipt of notice, the Contractor or Surety fails to remedy the breach or default to the satisfaction of the Owner, the Owner has authority to acquire equipment by other procurement action. The Contractor will be liable to the Owner for any excess costs the Owner incurs for acquiring such similar equipment.

Payment for completed equipment delivered to and accepted by the Owner shall be at the Contract price. The Owner may withhold from amounts otherwise due the Contractor for such completed equipment, such sum as the Owner determines to be necessary to protect the Owner against loss because of Contractor default.

Owner will not terminate the Contractor’s right to proceed with the Work under this clause if the delay in completing the work arises from unforeseeable causes beyond the control and without Item 3A - Page 408

Page 148 of 152 ends

the fault or negligence of the Contractor. Examples of such acceptable causes include: acts of God, acts of the Owner, acts of another Contractor in the performance of a contract with the Owner, and severe weather events that substantially exceed normal conditions for the location.

If, after termination of the Contractor’s right to proceed, the Owner determines that the Contractor was not in default, or that the delay was excusable, the rights and obligations of the parties will be the same as if the Owner issued the termination for the convenience the Owner.

The rights and remedies of the Owner in this clause are in addition to any other rights and remedies provided by law or under this contract.

TERMINATION FOR DEFAULT (PROFESSIONAL SERVICES)
Either party may terminate this Agreement for cause if the other party fails to fulfill its obligations that are essential to the completion of the work per the terms and conditions of the Agreement.

The party initiating the termination action must allow the breaching party an opportunity to dispute or cure the breach.

The terminating party must provide the breaching party [7] days advance written notice of its intent to terminate the Agreement. The notice must specify the nature and extent of the breach, the conditions necessary to cure the breach, and the effective date of the termination action.

The rights and remedies in this clause are in addition to any other rights and remedies provided by law or under this agreement.
a) Termination by Owner: The Owner may terminate this Agreement in whole or in part, for the failure of the Consultant to:

1. Perform the services within the time specified in this contract or by Owner approved extension;

2. Make adequate progress so as to endanger satisfactory performance of the Project; or

3. Fulfill the obligations of the Agreement that are essential to the completion of the Project.

Upon receipt of the notice of termination, the Consultant must immediately discontinue all services affected unless the notice directs otherwise. Upon termination of the Agreement, the Consultant must deliver to the Owner all data, surveys, models, drawings, specifications, reports, maps, photographs, estimates, summaries, and other documents and materials prepared by the Engineer under this contract, whether complete or partially complete.

Owner further agrees to hold Consultant harmless for errors or omissions in documents that are incomplete as a result of the termination action under this clause.

If, after finalization of the termination action, the Owner determines the Consultant was not in default of the Agreement, the rights and obligations of the parties shall be the same as if the Owner issued the termination for the convenience of the Owner. b) Termination by Consultant: The Consultant may terminate this Agreement in whole or in part, if the Owner:

1. Defaults on its obligations under this Agreement;
Item 3A - Page 409

Page 149 of 152 ends

2. Fails to make payment to the Consultant in accordance with the terms of this Agreement;

3. Suspends the Project for more than [180] days due to reasons beyond the control of the Consultant.

Upon receipt of a notice of termination from the Consultant, Owner agrees to cooperate with Consultant for the purpose of terminating the agreement or portion thereof, by mutual consent.

If Owner and Consultant cannot reach mutual agreement on the termination settlement, the Consultant may, without prejudice to any rights and remedies it may have, proceed with terminating all or parts of this Agreement based upon the Owner’s breach of the contract.

In the event of termination due to Owner breach, the Engineer is entitled to invoice Owner and to receive full payment for all services performed or furnished in accordance with this Agreement and all justified reimbursable expenses incurred by the Consultant through the effective date of termination action. Owner agrees to hold Consultant harmless for errors or omissions in documents that are incomplete as a result of the termination action under this clause.

Reference: 2 CFR § 200 Appendix II(B), FAA Advisory Circular 150/5370-10, Section 80-09 Item 3A - Page 410

Page 150 of 152 ends

FAA – 26 Foreign Trade Restriction

TRADE RESTRICTION CERTIFICATION
By accepting this contract the Contractor certifies the following statements are true – 1) is not owned or controlled by one or more citizens of a foreign country included in the list of countries that discriminate against U.S. firms as published by the Office of the United States Trade Representative (USTR);
2) has not knowingly entered into any contract or subcontract for this project with a person that is a citizen or national of a foreign country included on the list of countries that discriminate against U.S. firms as published by the USTR; and 3) has not entered into any subcontract for any product to be used on the Federal project that is produced in a foreign country included on the list of countries that discriminate against U.S. firms published by the USTR.

The Contractor must provide immediate written notice to the Owner if the Contractor learns that its certification or that of a subcontractor was erroneous when submitted or has become erroneous by reason of changed circumstances. The Contractor must require subcontractors provide immediate written notice to the Contractor if at any time it learns that its certification was erroneous by reason of changed circumstances.

The Contractor agrees it will incorporate this provision for certification without modification in all lower tier subcontracts. The Contractor may rely on the certification of a prospective subcontractor that it is not a firm from a foreign country included on the list of countries that discriminate against U.S. firms as published by USTR, unless the Contractor has knowledge that the certification is erroneous.

Page 151 of 152 ends

rendered an erroneous certification, the Federal Aviation Administration (FAA) may direct through the Owner cancellation of the contract or subcontract for default at no cost to the Owner or the FAA.

Reference: 49 USC § 50104, 49 CFR part 30

Item 3A - Page 412

Page 152 of 152 ends

FAA – 27 Veteran’s Preference
In the employment of labor (excluding executive, administrative, and supervisory positions), the Contractor and all sub-tier contractors must give preference to covered veterans as defined within Title 49 United States Code Section 47112. Covered veterans include Vietnam-era veterans, Persian Gulf veterans, Afghanistan-Iraq war veterans, disabled veterans, and small business concerns (as defined by 15 USC 632) owned and controlled by disabled veterans.

This preference only applies when there are covered veterans readily available and qualified to perform the work to which the employment relates.

Reference: 49 USC § 47112(c)
Item 3A - Page 413

Page 1 of 149 ends

PALM SPRINGS INTERNATIONAL AIRPORT

CITY OF PALM SPRINGS
CONCESSION AGREEMENT A9331
THIS CONCESSION LEASE AGREEMENT (hereinafter “Agreement”) is made and entered into, to be effective this 12th day of December, 2022, by and between the CITY OF PALM SPRINGS, a California charter city and municipal corporation, (hereinafter referred to as “City”) and Paradies Lagardere @PSP, LLC, (hereinafter referred to as “Concessionaire”). City and Concessionaire are sometimes hereinafter individually referred to as “Party” and are hereinafter collectively referred to as the “Parties.”

RECITALS
A. City is empowered to grant the right and privilege to operate certain concessions at the Palm Springs International Airport (“Airport”) as outlined in EXHBIT A Overall Concession Area, attached hereto and incorporated herein by this reference; and B. Concessionaire has warranted to City that it possesses the necessary experience and qualifications to conduct a Concession Operation at the Airport; and C. Concessionaire desires to receive the non-exclusive privilege of conducting a Concession Operation at the Airport, with exclusive rights to conduct such operation in the locations designated in EXHIBIT B Leased Concession Areas, attached hereto and incorporated herein by this reference, by entering into an Agreement with City, under mutually acceptable terms, conditions and covenants; and D. The Palm Springs City Council has determined that the award of concession privileges to, and the execution of a concession agreement with, Concessionaire will enhance the quality of concession operations at the Airport; Now, therefore, in consideration of the terms, conditions, covenants, and other provisions of this Agreement, the parties agree:

AGREEMENT
SECTION 1 SUMMARY OF TERMS AND DEFINITIONS
Each reference in the body of this Agreement to specific terms or phrases set forth in this SECTION 1 shall have the specific meanings and/or contain the respective express information set forth below. To the extent there is a conflict between the information in this SECTION 1 and any more specific provision of this Agreement, such more specific provision shall control.
“Alcoholic Beverage” includes alcohol, spirits, liquor, wine, beer, and every liquid or solid containing alcohol, spirits, wine, or beer, and which contains one-half of one percent (0.5%) or more of alcohol by volume and which is fit for beverage purposes either alone or when diluted, mixed, or combined with other substances. “Commencement Date” means the date the Concessionaire begins operation of the concession.

Item 3A - Page 1

Page 2 of 149 ends

“Common Area” means those areas of the Airport designated as concession-related seating areas for the traveling public including but not limited to open patio space adjacent to the Concession Locations and shared seating areas.
“Concession Area” means those areas designated as food and beverage Concession locations on Exhibits A and B Concession Areas.
“Concession Fee” means the Minimum Annual Guarantee (MAG) or the Percentage Fee, whichever is greater.
“Concession Improvements” means those fixtures and other permanent improvements set forth in Concessionaire’s final construction plans approved by the City based on Concessionaire’s Proposal, attached hereto as EXHIBIT H and incorporated herein by this reference as well as areas that have been subsequently added or modified as described in EXHIBIT B Concession Areas, which Concessionaire is permitted to construct in, on or about the Concession Area, subject to the requirements of this Agreement, and such other fixtures and other improvements authorized by City in writing. “Concession Location” means an individual unit of the concession program providing food and beverage products and/or services to the general public, pursuant to the terms of this Agreement.
“Concession Operations” means the non-exclusive privilege to finance, design, construct/develop, and manage and operate a concession as described in SECTION 3, at the locations designated on the attached EXHIBIT B Concession Areas. “Concessionaire's Furnishings, Trade Fixtures, and Equipment” means all proprietary items of Concessionaire displaying distinctive features associated with Concessionaire’s operations and all personal property (exclusive of “Concession Improvements”) set forth in Concessionaire’s Proposal, attached as EXHIBIT H, which Concessionaire is permitted to install or locate within the Concession Area, subject to the requirements of this Agreement, and such other personal property or equipment authorized by City in writing. “Concessionaire's Property” means all Concession Improvements and Concessionaire's Furnishings, Trade Fixtures, and Equipment.
“Concessionaire’s Proposal” means the proposal submitted by Concessionaire in response to City’s REQUEST FOR PROPOSALS, and attached as EXHIBIT H to this Agreement.
“Day” means any calendar day. For purposes of this Agreement, the number of days in which any act is to be performed shall be computed by excluding the first day and including the last.
“Airport Director” means the person designated Director of Aviation by City, or such other person, division, department, bureau or agency, as may be designated by the City Council or the City Manager from time to time to exercise functions equivalent or similar to those now exercised by the Director of Aviation; the term also includes any person expressly designated by the Director of Aviation to exercise rights/and or obligations empowered in the “Director” under this Agreement.
“Effective Date” means the date this Agreement is executed by the City. “Environmental Laws” shall mean and include all federal, state, and local laws, statutes, ordinances, regulations, resolutions, decrees, and/or rules now or hereinafter in effect, as may be amended from time to time, and all implementing regulations, directives, orders, guidelines, and federal or state court decisions, interpreting, relating to, regulating or imposing liability (including, but not limited to, response, removal, remediation and damage costs) or standards of conduct or performance relating to industrial hygiene, occupational health, and/or safety conditions, environmental conditions, or exposure to, Item 3A - Page 2

Page 3 of 149 ends

contamination by, or clean-up of, any and all Hazardous Materials, including without limitation, all federal or state super-lien or environmental clean-up statutes. “Expiration Date” the date the agreement expires.
“Federal Aviation Administration (FAA)” means the Federal Aviation Administration, created by the United States Government under the Federal Aviation Act of 1958, as amended, or such other successor agency or agencies of the United States Government. “Fiscal Year” means the period of 365 days that begins on July 1 and ends on June 30. “Hazardous Materials” shall mean any and all: (a) substances, products, by-products, waste or other materials of any nature or kind whatsoever which is or becomes listed, regulated or addressed under any Environmental Laws; and (b) any materials, substances, products, by-products, waste or other materials of any nature or kind whatsoever whose presence in and of itself or in combination with other materials, substances, products, by-products or waste may give rise to liability under any Environmental Law or any statutory or common law theory based on negligence, trespass, intentional tort, nuisance, strict or absolute liability or under any reported decisions of any state or federal court; and (c) any substance, product, by-product, waste or any other material which may be hazardous or harmful to the air, water, soil, environment or affect industrial hygiene, occupational health, safety and/or general welfare conditions, including without limitation, petroleum and/or asbestos materials, products, by-products or waste. “Hours of Operation” means the hours in which Concessionaire will offer its services and are set out in EXHIBIT C Airport Operation Guidelines and Tenant Manager Reference Guide, attached hereto and incorporated herein by this reference. “Laws” means all present and future applicable judicial decisions, statutes, laws, ordinances, regulations, building codes, Airport rules and regulations adopted from time to time, regulations, orders and requirements and policies of all governmental authorities, including without limitation, city, state, municipal, county, federal agencies or the federal government, the FAA or the TSA, and their departments, boards, bureaus, commissions and officials and such other authority as may have jurisdiction including, without limitation, any regulation or order of a quasi-official entity or body. “Like New” means the condition of the Concessionaire’s Property to appear in first-class condition, intact with no signs of wear on the Concession Property. “Minimum Annual Guarantee (MAG)” means the dollar amount that the Concessionaire will guarantee to the City as a minimum Concession Fee each year during the Term of the Agreement.
“Municipal Code” means the Palm Springs Municipal Code, as amended from time to time. “Person” means an individual, a corporation, a partnership, a joint venture or any other form of business association.
“Percentage Fee” is defined in Section 6 of this Agreement. “Product” means any and all services, products, goods, food or beverages, required or permitted under this Agreement to be made available for sale or sold by Concessionaire or any Subconcessionaire in the regular course of Concessionaire’s or Subconcessionaire’ s business at or from the Concession Area.
“Proposal” means the Proposal submitted by Concessionaire to City in response to City's Request for Proposals, attached as EXHIBIT H to this Agreement. “Security Deposit” a deposit supplied to the City upon execution of this Agreement a sum equivalent to twelve months of the first year’s MAG, due on the Commencement Date.

Item 3A - Page 3

Page 4 of 149 ends

“Shared Use Areas” means those areas of the Airport designated as Concessionaire and/or concession related Shared Use Areas (e.g.: loading docks, grease traps, elevators, garbage areas, grease interceptors or any other area designated by the Airport as shared).
“Shell Space” means those spaces within Terminal with unfinished interiors, concrete floor, no ceiling, and lease line walls without interior wall board. “Subconcessionaire” means any person who operates a business in the Concession Area under an agreement with Concessionaire, including, but not limited to, any franchise, joint venture, management, sublease or subconcessionaire agreement, for which the Airport Director has given prior written approval.
“Summary” means SECTION 1 Summary of Terms and Definitions of this Agreement. “Tax” shall mean and include any assessment, license, charge, fee, imposition, or levy imposed by any governmental body.
“TSA” means the Transportation Security Administration, part of the Department of Homeland Security, created by the United States Government under the Aviation and Transportation Security Act (“ATSA”) of 2001, as amended, or such other successor agency or agencies of the United States Government.
“Unavoidable Delay” means any strike, boycott, labor dispute, riot or embargo (any of which is directly related to Concession Operations and Airport Operations, shortage of building materials or other acceptable substitute not reasonably contemplated by the party responsible for procuring the same, Acts of God (such as earthquake, to the extent not insured against), act of a public enemy, act of a superior governmental authority, major weather disturbance, rebellion, sabotage and any other circumstance of a magnitude a reasonable person would believe is beyond the reasonable control of either party to this Agreement.

SECTION 2 TERM OF AGREEMENT

2.1 Term
This Agreement shall be binding on both parties from the Effective Date of the Agreement.

The term of this Concession Agreement shall continue for ten years subject to the terms providing for an opportunity to extend the term for option to extend for one additional fiveyear term. In either case, the Agreement may be sooner terminated in accordance with the terms of this Agreement.

2.1.1 Commencement of Operations

2.1.1.1 Following the Effective Date, Concessionaire, shall prepare architectural plans and specifications for the Concession Improvements, as provided in SECTION 22 Alterations and Improvements of this Agreement. Provided Concessionaire has received a Notice to Proceed (NTP) for construction in accordance with SECTION 22 herein, Concessionaire shall be prepared to commence construction.

2.1.1.2 Concessionaire covenants to open for business to the public with the Concession Area fully fixturized and stocked with merchandise and inventory on or before the Commencement Date and thereafter, subject to temporary closures for casualty, condemnation, remodel (to the extent approved by City), or Unavoidable Delay as more particularly described in SECTION 29.6 of this AGREEMENT, which prevent Concessionaire from conducting its normal business operations in the Concession Area.

2.2 Holdover
Unless City expressly consents in writing to Concessionaire holding over, Concessionaire shall be unlawfully and illegally in possession of the Concession Area, whether or not City Item 3A - Page 4

Page 5 of 149 ends

accepts any fees from Concessionaire or any other person while Concessionaire remains in possession of the Concession Area without City’s written consent. If Concessionaire shall retain possession of the Premises or any portion thereof without City's consent following the expiration of this Agreement or sooner termination for any reason, then Concessionaire shall pay to City for each day of such retention 150% of the amount of daily rental as of the last month prior to the date of expiration or earlier termination.

Concessionaire shall also indemnify, defend, protect and hold City harmless from any loss, liability or cost, including consequential and incidental damages and reasonable attorneys' fees, incurred by City resulting from delay by Concessionaire in surrendering the Premises, including, without limitation, any claims made by the succeeding Concessionaire founded on such delay. Acceptance of Concession Fee(s) by City following expiration or earlier termination of this Agreement, or following demand by City for possession of the Premises, shall not constitute a renewal of this Agreement, and nothing contained in this SUBSECTION 2.2 shall waive City's right of reentry or any other right. Additionally, if upon expiration or earlier termination of this Agreement, or following demand by City for possession of the Premises, Concessionaire has not fulfilled its obligation with respect to repairs and cleanup of the Premises or any other Concessionaire obligations as set forth in this Agreement, then City shall have the right to perform any such obligations as it deems necessary at Concessionaire's sole cost and expense, provided that it first provides Concessionaire reasonable notice and an opportunity to cure the unfulfilled obligations. Any time required by City to complete such obligations shall be considered a period of holding over and the terms of this SUBSECTION 2.2 shall apply.

The provisions of this SUBSECTION 2.2 shall survive any expiration or earlier termination of this Agreement.

2.3 Delivery of Concession Area
City’s obligation to deliver the Concession Area to Concessionaire is subject to and conditioned upon termination of the agreement with, and surrender of the Concession Area by the current concessionaire. Except as otherwise set forth herein, Concessionaire’s failure to accept possession of the Concession Area within 14 days from City’s written Notice to Take Possession to Concessionaire, pursuant to the terms of this Agreement, shall be an Event of Default pursuant to SECTION 23 Default by Concessionaire of this Agreement.

SECTION 3 AUTHORIZED ACTIVITIES

3.1 Concession Operations
The Concessionaire shall have the non-exclusive right, privilege, and obligation to finance, design, develop, construct, install, maintain and operate Concession Operations, for the purpose of establishing a high-quality concession operation at the Airport as approved by the City. This Agreement is non-exclusive in character and in no way prevents the City from entering into an agreement with any other parties for the sale or offering of competitive services, products or items by other concessionaires/vendors at the Airport during the Term of this Agreement. By way of example, City may enter into agreements with other concessionaires for the sale or offering of similar food options via food trucks located outside the Airport. Concessionaire shall use the Concession Area for the Concession Operations and for no other purpose.

3.2 Authorized Use
Concessionaire is not permitted to use the Concession Area, the Terminal or the Airport except for conducting the Concession Operations as provided in this Agreement.

Notwithstanding Concessionaire’s privilege and concession rights in the initially approved site(s), the City reserves the right to award agreements for additional concession operations similar to Concessionaire’s to any other person for other areas of the Airport, Item 3A - Page 5

Page 6 of 149 ends

including, without limitation, any expanded or new terminal areas. Further, the City shall not be restricted in any manner from granting exclusive or nonexclusive uses of Airport facilities to others, with the exception of the Concession Area.

3.3 General Approvals

3.3.1 Concessionaire shall provide a variety of innovative facility design concepts at the Airport to service Airport users, as described in Concessionaire’s Proposal and approved by City. Concessionaire shall create a mix that includes, at a minimum, wellknown market-tested national/international branded concepts and/or well-known local/regional branded concepts, or proprietary brands as approved by the Airport Director.

3.3.2 In consideration of Concessionaire's payment of the Concession Fee and all other fees and charges and the performance of all provisions of this Agreement and any amendment thereto, City grants to Concessionaire, and Concessionaire accepts from City, the right to install, operate and maintain the Concession Improvements and the Concessionaire’s Furnishings, Trade Fixtures and Equipment and to conduct the Concession Operations in the Concession Area, in accordance with this Agreement, Concessionaire’s Proposal, subsequent Annual Reports as more particularly described in SUBSECTION 4.4.11 (, and all City policies and guidelines.

3.3.3 Furthermore, the Concessionaire shall have the right, privilege and obligation to finance, design, develop, construct, install, maintain and operate and to cause Subconcessionaires to operate and maintain the Concession Locations depicted in EXHIBIT B.

3.3.4 City has granted a non-exclusive license (not an easement) to Concessionaire, to allow Concessionaire’s customers use of the Common Area. Although Concessionaire’s non-exclusive license may not be revoked during its rightful occupancy of the Concession Area, other Airport Passengers or users and customers of other concessionaires shall be allowed to use the Common Area. Furthermore, this grant of Concession Operations shall not be construed to limit in any manner the right of a regular passenger air carrier or City to install vending machines for the use of their employees in any employee rest area reserved for the exclusive use of employees of a scheduled passenger air carrier or City in any other public area, or any other area that the Concessionaire chooses not to develop at the request of the City.

3.3.5 Concessionaire shall develop, design, fund and construct, lease, operate, and manage concession units at the Airport of the type and amount as detailed in EXHIBITS B and H.

3.4 Ingress and Egress
Concessionaire and its Subconcessionaires, and their respective officers, employees, customers, patrons, invitees, contractors, subcontractors, suppliers of materials and furnishers of services shall have the non-exclusive right of reasonable ingress to and egress from the Concession Area, as reasonably required to carry on permitted activities as described herein, subject to City, governmental and regulatory (e.g., security) approval, and subject to conditions and restrictions pursuant to this Agreement. The manner and means of receipt of shipments of inventory and supplies shall also be subject to the approvals, conditions and restrictions described herein.

SECTION 4 GENERAL CONDITIONS
The commercial activities authorized in SECTION 3 Authorized Activities shall be subject to the following conditions and restrictions:

4.1 Compliance with Laws
Item 3A - Page 6

Page 7 of 149 ends

Concessionaire understands and agrees that Concessionaire’s actions under this Agreement shall be compliant with all existing and future agreements between the City and the United States of America regarding the use of the Airport. Concessionaire shall comply with and conform to all Laws applicable to or affecting, directly or indirectly, the Concessionaire, the Concession Area, or Concessionaire's operations and activities under this Agreement. Further, Concessionaire shall not do or permit anything to be done in, on or about the Concession Area, the Terminal or the Airport, nor bring or keep, or permit to be brought or kept therein, anything which is prohibited by a standard form of fire insurance policy or in any way increase or affect the then existing rate of fire or other insurance required to be carried upon the Concession Area, the Airport or the Terminal or any part thereof, or any of their contents, or which will cause a cancellation of any insurance policy covering the Concession Area, the Airport or the Terminal or any part thereof or any of their contents.

4.2 Limitation on Operations
Concessionaire shall not conduct or permit operations in the Concession Area that in the reasonable judgment of the City would:
a. Interfere or might interfere with the reasonable use by others of common facilities at the Airport;
b. Hinders or might hinder police, firefighters or other emergency personnel in the discharge of their duties; or
c. Would or would be likely to constitute a hazardous condition at the Airport.

4.3 Limitation on Uses
Concessionaire shall not engage either directly or indirectly in any form of business on the Airport or the Concession Area except as expressly authorized pursuant to this Agreement and as more particularly described in EXHIBIT H. Concessionaire may only engage in a different form of business upon the approval of the Airport Director, which may be withheld in his or her sole discretion.

4.4 Standards of Operations

4.4.1 Overview
During the Term of this Agreement, Concessionaire covenants to maintain, operate and keep or cause the maintenance and operation of the Concession Operations and the Concession Area in accordance with the provisions of this Agreement in a like new, firstclass manner and in a safe, clean, and sanitary condition at all times. Concessionaire further covenants to operate its Concession Operations and the Concession Area in accordance with the provisions as stated in EXHIBIT C Airport Operation Guidelines, the terms of this Agreement, and in full compliance with any and all applicable Laws, rules and regulations, and applicable standards, to the satisfaction of the Airport Director.

4.4.2 Operating Procedures
Concessionaire covenants to provide, or cause the provision of, prompt, courteous and efficient service to provide Products of the highest quality on a nondiscriminatory basis.

Concessionaire shall submit for City approval, at least 60 days prior to the commencement of operations, written operating procedures for the day-to-day management of its operations as they pertain to customer service (the “Operating Procedures”). City shall have, at a minimum, 30 days to review and comment on the Operating Procedures.

Within five days of receipt of the written request of Airport Director, Concessionaire shall meet with Airport Director to discuss product or menu selection, the quantity offered, the quality of service rendered; and such other matters which are directly related to the Concession Operations.

Item 3A - Page 7

Page 8 of 149 ends

4.4.3 Vacant Concession Locations

4.4.3.1 The concept, use, management and operation of any Concession Location that becomes vacant during the Term of this Agreement must remain the same as defined in Concessionaire’s Proposal as stated in EXHIBIT H unless otherwise approved by the Airport Director. If such vacant space is designated as a Subconcessionaire-operated Concession Location, Concessionaire shall, within 60 days after the Concession Location becomes vacant, market and enter into a Subconcession agreement for the vacant Concession Location to a new Subconcessionaire, regardless of the cause of the vacancy.

Notwithstanding the foregoing, if such vacant Concession Location is designated as a Concessionaire-operated Concession Location, Concessionaire shall, within 14 days after the Concession Location becomes vacant, re-open and operate the Concession Location.

Concessionaire shall be subject to liquidated damages as for non-compliance with this provision, in the amount of $1,000 per day, per location until the Concession Location is open and operating.

4.4.3.2 In the event that the City approves for the Concessionaire to re-concept the Concession Location, either previously Concessionaire operated or Subconcessionaire operated, the vacant Concession Location must be operational and open to the traveling public within six (6) months of becoming vacant. If the Concession Location has not completed the re-concept within six (6) months, Concessionaire shall be subject to liquidated damages for each day the Concession Location remains vacant in the amount of $1,000 per day.

4.4.3.3 If the Concession Location remains vacant for longer than six (6) months, possession of any such vacant Concession Location may revert back to the City, at City’s sole discretion.

4.4.4 Subconcession Agreements

4.4.4.1 If Concessionaire subcontracts, Concessionaire shall enter into subconcession agreements for food and beverage service operations as such subconcession concepts are approved by the Airport Director. Concessionaire shall provide City with a copy of all executed Subconcession agreements and revenue reports.

4.4.4.2 Concessionaire shall serve as the liaison between the Subconcessionaire and the City, and shall be responsible for coordinating its subconcession activities with the Airport. All Subconcession agreements shall be subject and subordinate to the terms and conditions of this Agreement.

4.4.4.3 Any and all Subconcession agreements shall immediately terminate upon termination of this Agreement for any reason, without direct recourse of any kind against the City.

4.4.5 Work Force
Concessionaire and each Subconcessionaire shall maintain an adequate sales and work force at all times, including, without limitation, sales, food servers, food preparation, food handlers, auxiliary or utility workers, cashiers, management and supervisory personnel, on-site to fully meet customer needs at all times. Concessionaire and Subconcessionaires shall use skill and diligence in the conduct of business and shall cause their respective employees to be courteous and helpful to the public at all times.

4.4.6 Concession Area Payments and Expenses
Concessionaire shall bill and collect all amounts payable by Subconcessionaires under Subconcession agreements, and pay all operating expenses required under this Agreement.

Item 3A - Page 8

Page 9 of 149 ends

4.4.7 Pricing

4.4.7.1 Concessionaire shall adhere to the pricing methodology as presented in Exhibit G, Pricing Program as may be amended from time to time by the City. Should any of the provisions in EXHIBIT G, attached hereto and incorporated herein by this reference, conflict with the pricing methodology as presented in the Concessionaire’s Proposal, the provisions of Concessionaire’s Proposal shall prevail.

4.4.7.2 Not less than 60-days prior to opening of any concession, Concessionaire shall submit a general list of items to be offered by each Concession Location, including Subconcessionaire Concession Locations, and the prices suggested to be charged in accordance with the Pricing Program in EXHIBIT G. The City shall have the right to request adjustments to these charges based on the pricing objectives outlined in EXHIBIT G or as amended from time to time. Additionally, City reserves the right to request removal of certain items from sale by Concessionaire and/or Subconcessionaires. No Concession Location shall open without a City approved price list.

4.4.7.3 All products sold by the Concessionaire shall be equal in price to those products sold in comparable off-Airport locations (excluding special promotional items) within the greater Coachella Valley plus fifteen percent (15%). Comparable locations will be determined by the City in consultation with the Concessionaire, and may change throughout the Term as determined by the City. The following venues are excluded comparable locations: concessions located in stadiums, arenas, amusement and entertainment venues, and hotel and casino gift shops.

4.4.8 Intentionally Omitted.

4.4.9 Airport Discount
As a good-neighbor service, Concessionaire shall offer all of its products at a 20% discount, to any person who displays a valid Airport identification or security badge. In the event there is a form of vending services in an employee designated area, the items will be offered at a 20% discount.

4.4.10 Concession Monitoring
Concessionaire shall monitor sales, activity, pricing, customer service, Hours of Operation, merchandise and sales reporting for their activities and all Subconcessionaires.

4.4.11 Annual Reporting

4.4.11.1 Concessionaire shall be required to submit, within ninety (90) days after the annual contract date during the term of this Agreement or any extension thereof, and within 90 days after the expiration of this Agreement, Concessionaire will provide the City with a detailed statement of Gross Revenues “Annual Report” for the previous contract year’s business operations for each location prepared in accordance with generally accepted accounting principles. Concessionaire agrees to faithfully abide by and perform the provisions of such Annual Report that is so developed and approved by the Airport Director. The Airport Director reserves the right to approve or deny the report. The Annual Report shall contain the following addressing all Concession Locations including those operated by Subconcessionaires:
a. Management Plan: An updated Management Plan (from that originally set forth in Concessionaire’s Proposal) that includes Concessionaire’s latest organization chart and contact information;
b. Operational Plan: An updated Operational Plan (from that originally set forth in Concessionaire’s Proposal) that includes the following:

Item 3A - Page 9

Page 10 of 149 ends

i. An updated listing of Concession Locations, including concession location number, concept number, name of location, type and square footage of the Concession location; ii.A review of the concession performance for the prior calendar year, including, without limitation, a comparison of sales projections versus actual gross sales by unit, rent paid by unit, ACDBE participation results, other financial results as requested by the Director, and other goals and objectives;
iii. The establishment of new operational goals and objectives for the forthcoming year of the Concession Program, including projections, for each location, of sales and payments to the City;
iv. A listing of improvements to operations for the prior calendar year and the upcoming year to enhance customer service, sales, or other aspects of the operation; v. Identification of Concession Locations that either will or might be replaced (“reconcepted”) during the subsequent year, if approved by the Airport Director; vi. Concessionaire’s program to support its Subconcessionaires; vii. Identification of current vendors;
viii. A listing of performance problems encountered during the previous year and the Concessionaires approach to resolve such problems;
ix. Any planned capital and/or refurbishment expenditures, investments or improvements in the Concession Area;
x. Any changes or improvements in operations anticipated in the following year, such as marketing efforts, scheduled maintenance, training, new or additional services within any Concession Location;
c. Customer Service Plan: A discussion of customer service improvements, initiatives and activities, including information on secret shopper programs, incentives, etc.; which shall include:
i. The results of any consumer surveys and other industry trend studies conducted during the previous year;
ii.A review of customer service issues, a complaint summary, and an explanation regarding how complaints were handled during the previous year; d. Marketing and Promotions Plan: Concessionaire shall submit information regarding the marketing and promotional activities to effectively promote the concessions including but not limited to:
i. Any planned promotional programs, celebrity appearances, entertainment, advertising media, pamphlets, advertising signage, sampling coupons and seasonal promotions for the upcoming year, and a proposed schedule for these promotions and events. ii.Specific market research tools used during the previous year (surveys, focus groups, data collection, store customer counts, video monitoring, etc.) and the results of such specific market research.
iii. Budget for such promotional programs for each Concession Location for the following year.
e. Any other information reasonably requested by the City.

4.4.11.2 Any reports, including but not limited to the Annual Report, requested by the Airport Director not received by the required date shall subject Concessionaire to liquidated damages in the amount of twenty-five dollars ($25) per day until such reports are received by City.

Item 3A - Page 10

Page 11 of 149 ends

4.4.11.3 In the event that the Concession Area operated by the Concessionaire or any portion thereof experiences a decline in revenues per enplaned passenger totaling ten percent or more over six consecutive months, or Concessionaire loses the franchise or license rights under which the Concession Area, or any discrete portion thereof was operated, the Airport Director may require the Concessionaire to provide an updated Annual Report or specific components of the Annual Report for the Airport Director’s review and approval in addition to any other remedies that may be allowed.

Concessionaire agrees to faithfully abide by and perform the provisions of any Annual Plan that is so developed and approved.

4.4.12 Customer Surveys

4.4.12.1 Upon request of the Airport, Concessionaire shall monitor the Airport customer market through periodic consumer surveys, the content and methodology of which shall be approved by the City in advance. Concessionaire shall have 60 days from the request of the Airport to complete such survey. Nothing in this Section shall preclude or restrict City from conducting independent, third-party surveys. If City elects to conduct such independent survey(s), Concessionaire shall cooperate with City in all respects with regard to such survey. Failure of Concessionaire to do so shall constitute a Performance Standards Breach and be subject to liquidated damages of $100 per day, until the customer survey is completed.

4.5 City Authority – Amendments

4.5.1 An amendment to this Agreement that amends the Agreement may be executed on behalf of the City by the City Manager or designee.

4.5.2 An amendment to this Agreement that amends the Pricing Program (EXHIBIT G) may be executed on behalf of the City by the Airport Director.

4.5.3 Amendments to this Agreement that change or modify the description of the Concession Area set forth in EXHIBIT B to specify in writing expansion, contraction or relocation of space and which include only such Concession Fees as are specified or authorized in accordance with SECTION 6 Fees and Deposits, may be executed on behalf of the City by the Airport Director.

4.5.4 Amendments to this Agreement that change or modify the description of the Concession Area set forth in EXHIBIT B to specify in writing expansion or contraction of the Concession Area as a result of Airport Terminal Development, and which include only such Concession Fees as are specified or authorized in accordance with SECTION 6, may be executed on behalf of the City by the Airport Director.

4.5.5 Amendments to this Agreement that change or modify the description of the locations of Temporary Concession Operation to specify in writing expansion, contraction or relocation of space of the Temporary Concession Operation locations, as further described in SUBSECTION 4.9 Temporary Assigned Concession Areas, and which include only such Concession Fees as are specified or authorized in accordance with SECTION 6 , may be executed on behalf of the City by the Airport Director.

4.5.6 The relocation, expansion or contraction of the Concession Area conducted pursuant to this Section, or the relocation of any airlines or any airlines’ gate or any other concession, shall not affect Concessionaire’s obligation to pay the Concession Fee.

4.6 Relocation, Expansion or Contraction of Operations

4.6.1 Modification of Concession Area

4.6.1.1 In the event that changes in business conditions, Airport development, and/or security issues necessitate the relocation, expansion or contraction of the Concession Area, or any part thereof, Concessionaire shall relocate all or part of its operations or the Item 3A - Page 11

Page 12 of 149 ends

Concession Area, or any part thereof, or contract or expand the size of the Concession Area in an expeditious manner only as may be permitted, directed or required by the Airport Director.

4.6.1.2 In the event that City requires Concessionaire to relocate or contract all or part of the Concession Operations, City shall reimburse Concessionaire for Concessionaire’s reasonable relocation or contraction costs as calculated in accordance with SUBSECTION

4.6.1.3 (the “Reimbursement”).

4.6.1.3 The following shall be considered guidelines for calculating the Reimbursement. (A) For each Concession Area, Concessionaire’s Allowable Improvement Costs for the Concession Improvements in that Concession Area shall be depreciated by Concessionaire on a straight-line basis over the initial Term of the Agreement with no residual value, starting from the date that Concessionaire commences Concession Operations in that Concession Area. If Concessionaire is relocated solely at City’s request and not due in whole or in part to any act or omission of Concessionaire, City agrees to pay Concessionaire for the unamortized portion of Concessionaire’s Allowable Improvement Costs (calculated as of the time that Concessionaire is required to vacate the Concession Area).
(B) City shall reimburse Concessionaire for the then unamortized net book value of the Concession Improvements, provided that Concessionaire has met all of the requirements as stated in SUBSECTION 22.4.5.
(C) If the Airport Director determines that the removal of Concessionaire’s Property from the existing Concession Area and its installation at Concessionaire’s new Concession Area is possible and not unreasonably burdensome to Concessionaire, Concessionaire shall be entitled to reimbursement only for its costs to relocate such Property. (D) Concessionaire agrees to bear, at its sole cost and expense, the costs of relocation of any portion of the Concession Area that is not requested by the Airport Director or that is necessitated by Concessionaire’s operations, and that is approved in writing by the Airport Director.

4.6.1.4 In the event that changes in business conditions necessitate the reduction, relocation or expansion of the Concession Area the City shall provide Concessionaire at least 60 days advance written notice. Concessionaire shall have the right to accept or reject any proposed reduction, relocation, or expansion of the Concession Area. If accepted, the City and Concessionaire shall negotiate, in good faith, for the payment of any costs associated with such change. If Concessionaire rejects the reduction/relocation/expansion, or if the parties are unable to reach agreement regarding the payment of costs associated with such change, the City may, at the City’s discretion, terminate this Agreement. If Concessionaire is not in default under any of the provisions of this Agreement on the effective date of termination, the City shall refund any Concession Fee prepaid by Concessionaire, to the extent allocable to any period subsequent to the effective date of the termination, and reimburse Concessionaire the then unamortized net book value of Leasehold Improvements. Concessionaire shall not be entitled to any compensation at termination for the bargain value of the leasehold or any relocation expenses.

4.7 New Airport Terminal Development
The Airport Director may identify space for future concession development in locations not part of this Agreement. The Airport Director may request a proposal from Concessionaire to develop and lease these spaces. Subject to the negotiation and Airport Director’s approval of the proposed use, to the extent practical, the space shall be incorporated into Item 3A - Page 12

Page 13 of 149 ends

and subject to the terms of this Agreement upon written amendment to this Agreement Concessionaire shall have no exclusive or first right to lease future concession space.

4.8 Temporarily Assigned Concession Areas
Upon written approval from the Airport Director, the Airport Director may grant to Concessionaire the right to use various individual locations, to be mutually agreed upon, as might become available from time to time as “Temporarily Assigned Locations”. All provisions of this Agreement shall apply to the operation of the Temporarily Assigned Locations. Concessionaire shall be permitted to operate such Temporarily Assigned Locations only for the specified permitted use and the specific time period granted by the Airport Director. The intent of the Temporarily Assigned Locations is to allow Concessionaire the opportunity to operate permitted business activities, provide increased customer service levels and to generate revenue to the City. Concessionaire shall relinquish the Temporarily Assigned Locations to the City upon 30 day notice from the Airport Director.

4.9 Temporary Concession Operation During Construction
During any period of construction and development of the Airport, within 30 days of written request by the City, Concessionaire shall submit to the Airport Director for approval, a Temporary Concessions Plan, to provide retail, food and beverage services. This Temporary Concession Plan shall:
a. Ensure a high level of customer satisfaction during the temporary phase; b. Ensure that passengers are provided with a variety of choices; c. Identify the phasing schedule for all Locations including Subconcessionaire Locations; d. Specify which existing concession spaces, if any, will continue to function in the same capacity during the transition phase and how long such operations shall continue; e. May include a combination of temporary locations and permanent locations; f. Establish a barricade signage program for any unoccupied or incomplete concessions spaces. The designs for the barricades will be subject to the Airport Director’s approval and must complement the interior design and finish of the Terminal and Concourses.

Such barricades shall provide information on similar locations within reasonable walking distance, as well as “coming soon” information, as it is available; g. Include provisions for Airport Director approval of all the menus and all products.

For the initial development and construction of the Concession Area under this Agreement, Concessionaire shall install a Temporary Concession Operation in the locations as defined in the Concessionaire’s Proposal and attached as EXHIBIT H.

For any future development and construction of the Concession Area under this Agreement, Concessionaire shall install a Temporary Concession Operation in the locations as approved by the Airport Director. Approved Temporary Concession Operations shall be at such Concession Fees as are specified in accordance with SECTION 6 and shall be approved in writing by the Airport Director without further amendment to the Agreement.

4.10 Mobile Carts
In accordance with SECTION 3, Concessionaire shall operate or shall cause Subconcessionaires to operate mobile carts to sell/serve beverages and snacks, in instances where there are excessive lines for any reason, as determined by the Airport Director, when such service is warranted to maintain a high level of customer service.

Item 3A - Page 13

Page 14 of 149 ends

4.11 Personnel
Concessionaire shall select, engage, employ, pay, supervise, direct and discharge all employees or independent contractors reasonably necessary or appropriate for the proper and safe operation and maintenance of the Concession Area as further described in EXHIBIT C. Concessionaire shall comply with all Laws and regulations affecting such employment.

4.12 City Not Liable for Employment Issues
This Agreement is not one of agency by Concessionaire for the City, but one with Concessionaire engaged independently in the business of managing the Concession Area on its own behalf. All employment arrangements and labor agreements are, therefore, solely Concessionaire’s rights, obligations and liabilities, and the City shall have no obligations or liability with respect thereto.

4.13 Nondiscrimination

4.13.1 Covenant Against Discrimination. In connection with its performance under this Agreement, Concessionaire shall not discriminate against any employee or applicant for employment because of actual or perceived race, religion, color, sex, age, marital status, ancestry, national origin ( i.e., place of origin, immigration status, cultural or linguistic characteristics, or ethnicity), sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition (each a “prohibited basis”).

Concessionaire shall ensure that applicants are employed, and that employees are treated during their employment, without regard to any prohibited basis. As a condition precedent to City’s lawful capacity to enter this Agreement, and in executing this Agreement, Concessionaire certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Concessionaire activity, including but not limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship; and further, that Concessionaire is in full compliance with the provisions of Palm Springs Municipal Code Section 7.09.040, including without limitation the provision of benefits, relating to non-discrimination in City contracting.

4.13.2 Concessionaire certifies that, in dealing with Subconcessionaires under this Agreement, it has not discriminated or given any preference to any firm based on race, sex, color, age, religion, sexual orientation, actual or perceived gender identity, disability, ethnicity or national origin. Concessionaire shall fully comply with all Federal and State of California laws pertaining to nondiscrimination, and Chapter 4.08 of the Palm Springs Municipal Code, and shall not discriminate or grant preferential treatment on the basis of age, sex, race, religion, color, creed, disability, ethnicity, sexual orientation, actual or perceived gender identity or national origin in connection with or related to the performance of this Agreement. Concessionaire understands that any such discrimination or preference is in violation of Chapter 4.08 of the Palm Springs Municipal Code.

Concessionaire shall make efforts to include participation from all segments of the community in connection with or related to the performance of this Agreement.

4.13.3 This Agreement is subject to the requirements of the U.S. Department of Transportation's regulations, 49 CFR Part 23. The Concessionaire or Subconcessionaire 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.

Item 3A - Page 14

Page 15 of 149 ends

4.13.4 The Concessionaire or contractor agrees to include the above statements in any subsequent concession agreement or contract covered by 49 CFR Part 23, that it enters and cause those businesses to similarly include the statements in further agreements.

4.13.5 Concessionaire shall ensure that Concessionaire’s agreements with Subconcessionaires include language requiring Subconcessionaire to include the above statements in SUBSECTION 4.8.1 and SUBSECTION 4.8.2, in any subsequent concession agreement or contract covered by 49 CFR Part 23, that it enters and cause those businesses to similarly include the statements in further agreements.

4.14 Official Products/Sponsorships

4.14.1 The City reserves the right to enter into contracts with one or more manufacturers or suppliers granting to these companies’ certain exclusive rights pertaining to the sale of Products at the Airport. Concessionaire agrees to include Products of said exclusive supplier or manufacturer in Concessionaire’s menu or merchandise list, as applicable. If the City grants such an exclusive right during the Term of this Agreement, Concessionaire shall have sixty (60) days from receipt of written notice to comply with the exclusive right. Concessionaire agrees not to sell, display, advertise, or promote similar Products of or from other manufacturers or suppliers unless Concessionaire has first received written approval from the Airport Director, which approval may be withheld at the Airport Director’s sole discretion.

4.14.2 If similar agreements are reached with credit card companies or if the City licenses its name, Concessionaire will be required to carry those credit cards or City licensed merchandise, as appropriate for the type of concession.

4.15 Airport Policies and Procedures
If, during the Term of this Agreement, the Airport institutes policies and procedures related to the Concessionaires Operations at the Airport, Concessionaire shall comply with such policies and procedures, as may be amended from time to time.

4.16 No Smoking Areas
The inside of the entire Airport is designated as a “No Smoking” area. Concessionaire shall post “NO SMOKING” signs in its Concession Area if requested and approved in writing by the Airport Director.

4.17 Environmental Requirements
Concessionaire shall procure environmentally preferable products and services that meet environmental product standards established by governmental or other widely recognized authorities. Examples include the Green Seal 37 (GS 37) standard for janitorial products (www.greenseal.org), the Electronic Product Environmental Assessment Tool (EPEAT) for IT equipment (https://greenelectronicscouncil.org), and Green Guard for furniture (http://greenguard.org).

4.17.1 Environmentally Preferable Custodial Supplies
Concessionaire shall only use custodial products that are approved by the non-profit organization "Green Seal” as updated from time to time (www.greenseal.org). No "equivalent" or "equal to" products will be considered.

4.17.2 Airport Specific Environmental Requirements
Concessionaire shall integrate environmental factors into Concessionaire’s buying decisions. At a minimum Concessionaire shall:
a. Use re-usable, recyclable or compostable goods, e.g., cutlery, plates, cups etc. b. Ensure products meet the following product content and requirements:

Item 3A - Page 15

Page 16 of 149 ends

i. Purchase products that contain the highest percentage of post-consumer recovered material and the highest percentage of total recovered material in the marketplace (eg.

Minimum of 30% post-consumer content for paper)
ii.Ensure that specifications and performance standards for goods and services do not require the use of products made from virgin materials nor specifically exclude the use of environmentally preferable products.
iii. Replace disposables with reusable, recyclable, or compostable goods. iv. Avoid Hazardous Materials that have the potential to be persistent, bio-accumulative and/or toxic (PBT). Consider impacts and threats of harm to human health and/or the environment.
v. Require manufacturers and their suppliers to disclose to the City the material content of their products.
c. Appoint a liaison to participate in in-house coordination meetings for solid waste and recycling programs.
d. Comply with all current and future City and State recycling programs, standards, policies and procedures. The recycling program requirements will include: recycling bins for paper (mixed or separate, depending on the existing stream); recycling bins for all beverage containers (glass, plastic, aluminum cans) that are being used by Concessionaire; and other materials that can be handled locally in the existing system, such as cardboard, and cooking oil/grease waste. Bins will be provided by City if not already provided by the Concessionaire. Concessionaire agrees to let City place containers and related signage in administrative, meeting, food service, bar areas, and public spaces.
e. Instruct staff to use appropriate recycling containers. f. Use solid waste and recyclables storage bins appropriately to avoid contamination. g. Implement any City adopted waste diversion practices and policies. h. Allow City to inspect water usage, energy usage, and recycling practices, and to encourage water/energy reduction practices.
i. Provide sufficient solid waste and recyclable storage space in Concession Areas and Common Areas.
j. Establish detailed environmental policies and a strategy to implement them.

Concessionaire shall consistently communicate the policies in various ways to engage all employees, vendors and patrons.
k. Encourage the use of low-impact transportation (i.e., walking, biking, mass transit) which reduces energy consumption and emissions.
l. Shift written communications to e-mail whenever possible. When printing is required, Concessionaire shall use double-sided copies whenever possible. m. Focus on cost-saving, energy-efficient efforts. These may include:
i. purchasing ENERGY STAR® products when replacing equipment; ii. using laptops when possible (on average they use 10% less energy than desktop computers);
iii. using LCD monitors;
iv. Encouraging employees to turn off equipment and lighting, and turn down thermostats when leaving for extended periods of time;
Item 3A - Page 16

Page 17 of 149 ends

v. using inkjet printers rather than laser printers as they use less energy; vi. considering equipment that can print on both sides of paper; and vii. considering multi-purpose office equipment (i.e., all-in-one fax, printer, scanner, copier). These generally require less energy and space than their individual counterparts.

4.18 Disposal, Use and Storage of Hazardous Materials
The disposal, use, and storage of Hazardous Materials by Concessionaire is more particularly described in Exhibit E, attached hereto and incorporated herein by this reference.

SECTION 5 LABOR & PREVAILING WAGE

5.1.1. If required by law, Concessionaire shall cause its contractors and subcontractors to: pay prevailing wages in the performance of any work pursuant to this Agreement as those wages are determined pursuant to Labor Code Sections 1720 et seq.; to employ apprentices as required by Labor Code Sections 1777.5 et seq.; and comply with the other applicable provisions of Labor Code Sections 1720 et seq., 1725.5, 1771, 1771.1, 1771.4, 1776, 1777.5 et seq., 1810-1815 and the implementing regulations of the Department of Industrial Relations (the “DIR”) for all such Labor Code sections.

5.1.2. Concessionaire shall indemnify, hold harmless and defend (with counsel reasonably selected by the Landlord), to the extent permitted by applicable law, City, its councilmembers, commissioners, officials, employees and agents, against any claim for damages, compensation, fines, penalties or other amounts arising out of the failure or alleged failure of any person or entity (including Concessionaire, or its contractors or subcontractors) to pay prevailing wages as determined pursuant to Labor Code Sections 1720 et seq., to hire apprentices in accordance with Labor Code Sections 1777.5 et seq., or to comply with the other applicable provisions of Labor Code Sections 1720 et seq., 1725.5, 1771, 1771.1, 1771.4, 1776, 1777.5 et seq., 1810-1815 and the implementing regulations of the DIR in connection with any work performed pursuant to this Agreement.

The provisions of this Section shall survive termination of this Agreement.

SECTION 6 FEES & DEPOSITS

6.1 Concession Fee
Commencing upon the Effective Date, Concessionaire agrees to pay to City a monthly Concession Fee, as defined herein.

6.1.1.1 Percentage Fee Calculation
a. From the Effective Date, Concessionaire shall pay a Percentage Fee of Concessionaire’s Gross Revenues. The Percentage Fee shall be calculated per location on a Fiscal Year basis as follows:
“Gross Revenues” includes, but is not limited to, all moneys and other consideration generated or received by Concessionaire (including all Gross Revenues generated or received by Concessionaires’ subcontractors, Subconcessionaires, agents, employees, representatives, Subconcessionaires or other customers, Subconcessionaire(s), joint venturer(s), and/or equity partner(s), (if any)) for the conduct of its business pursuant to this Agreement or for any other use of the Concession Area or the Airport by any person or entity, unless specifically excluded below. Such moneys or other consideration shall include, without limitation:
(i) all transactions entered into or finalized at the Airport, whether or not the Concession Area was used at any point in the transaction; and
Item 3A - Page 17

Page 18 of 149 ends

(ii) transactions made at an off-Airport location, or the internet, if the Concession Area was used for any aspect of such transaction.

Such moneys or other consideration are considered Gross Revenues even though payment and/or delivery of the food or merchandise/products or other items occur or the service is performed off-Airport. Gross Revenue shall include all such transactions, whether for cash or for credit, regardless of whether a final collection is made in credit transaction, and shall also include orders taken at the Concession Area by internet where the sale is made or item is picked up at the Concession Area, mail, telephone, facsimile transmission, electronic mail, or any other methods of communication, regardless of whether actual delivery of the food or merchandise/products or other items is made or the service is performed at the Airport. Gross Revenues equal the total money or other consideration arising from the final transaction and are not limited to the value directly attributable to on-Airport operations. All money or other consideration shall be deemed received at the time of the transaction, whether for cash or credit. Rebates given after the close of the transaction shall not be subtracted from Gross Revenues. For the purposes of this definition of Gross Revenues, “Concessionaire” shall include Sub-concessionaires and:
(i) Any entity or person that, directly or indirectly, controls, is controlled by or is under common control with Concessionaire; and
(ii) Any successor to Concessionaire’s rights and obligations hereunder, whether through merger or consolidation or sale or purchase of stock; and (iii) Any assignee or transferee of all or any portion of Concessionaire’s rights and obligations under this Agreement.

For illustration purposes, Gross Revenues specifically shall include, without limitation:

Amounts generated by the sale, rental, storage, delivery, shipping, preparation of or provision of merchandise, goods, products, services, food, beverages, dishware, glassware, utensils, and/or linens and/or all other personal property of any kind or provision of any service:
(i) For any Airport passenger, customer, or user, whether or not the sale, storage, delivery, shipping, preparation of or provision of such items or services occurs on-Airport; or
(ii) If any aspect of the sale, storage, delivery, shipping, preparation of or provision of such items or provision of such service occurs on-Airport; or (iii) If by vending machine or other mechanical device, where the vending machine or mechanical device is located on-Airport or, without regard to the location of the vending machine or other mechanical device, if any aspect of the sale, storage, delivery, shipping, preparation of or provision of such items or provision of such occurs on-Airport; (iv) Amounts generated from pick-up and/or delivery of any item at the Airport, done directly by Concessionaire or its agents or indirectly through any third person or entity and from any services performed in relation to such pick-up or delivery, whether or not such items are prepared or made partially or entirely off-Airport; (v) Amounts generated from any pick-up of any item at the Airport by any person or entity or delivery of any item from the Airport to any person or entity for the purpose of (directly or indirectly) delivering such item to any off-Airport location and from any services performed in relation to such pick-up or delivery, whether or not such items are prepared or made entirely on-Airport or are made or prepared partially on-Airport and receive further preparation elsewhere;
Item 3A - Page 18

Page 19 of 149 ends

(vi) Amounts generated from other contracted services with other Airport Concessionaires and users, or other third parties;
(vii) Other amounts and rentals arising from the Concession Area or Concessionaire’s rights under this Agreement, including, but not limited to, amounts generated by allowing use of space, fixtures, improvements or equipment on the Concession Area by any person or entity; or
(viii) With respect to any loss of Gross Revenues, the full amount of any and all insurance proceeds or claims that are paid to the Concessionaire or Sub-concessionaire on any gross earnings or Gross Revenues as a result of a business interruption. (ix) Amounts realized from promotional accommodation or promotional services, retail display allowances, performance allowances, special purchase allowances, including the design and preparation of visual merchandising services and transparencies, or as a promotional or advertising allowance, credit, rebate or discount from Concessionaire’s suppliers
For the purpose of defining Gross Revenues, such moneys or other consideration expressly shall not include:
(i) The amount of any federal, state, or local sales or other excise tax separately stated and collected from customers;
(ii) The sale of uniforms or clothing, at Concessionaire’s cost, when such uniforms or clothing are required to be worn by Concessionaire’s employees. (iii) Amounts received by Concessionaire to provide meals to Concessionaire’s employees;
(iv) Amounts which Concessionaire is entitled to due to the sale or trade-in of any furniture, fixtures or equipment used on the Concession Area; (v) Amounts allocated to the value of furniture, fixtures or equipment transferred to or from the Concession Area;
(vi) Any and all gratuities and tips given by any customer to any employee of Concessionaire or any Subconcessionaire for any services rendered at or from the Concession Area;
(vii) Any and all receipts of Concessionaire or any Subconcessionaire that arise solely from its or their operations under any other agreement with City at the Airport; (viii) Amounts and credits received for Product returned to shippers, wholesalers or manufacturers;
(ix) All Funds received by Concessionaire from its Subconcessionaires for reimbursement of maintenance charges incurred by Concessionaire on behalf of its Subconcessionaire.
(x) Discounts on the retail price of Product not exceeding twenty percent (20%) of the approved retail price given by Concessionaire to Concessionaire’s employees, travel industry personnel, volume purchasers and other special categories of customers, which have been previously approved, in writing, by the Director. (xi) Allowances or refunds allowed by Concessionaire to customers because of unacceptable or unsatisfactory goods or services to the extent such allowance or refund was actually granted and adjustment actually made;
(xii) The amount of any exchange of merchandise between stores of Concessionaire or Subconcessionaires where such exchanges are made solely for the convenient Item 3A - Page 19

Page 20 of 149 ends

Palm Springs City CouncilDecember 5, 2022

Palm Springs City Council
December 5, 2022