Hillsborough County Aviation Authority EMPLOYEE CAFETERIA MANAGEMENT SERVICES CONTRACT

Transcription

1 Hillsborough County Aviation Authority EMPLOYEE CAFETERIA MANAGEMENT SERVICES CONTRACT COMPANY: COMPASS GROUP USA, INC., by and through its Canteen Vending Services Division Term Date: April 7, 2016 through May 15, 2021 Board Date: April 7, 2016 Prepared by: Procurement Department Hillsborough County Aviation Authority P.O. Box Tampa, Florida 33622

2 TABLE OF CONTENTS ARTICLE ARTICLE 1 ARTICLE 2 ARTICLE 3 ARTICLE 4 ARTICLE 5 ARTICLE 6 ARTICLE 7 ARTICLE 8 ARTICLE 9 ARTICLE 10 ARTICLE 11 ARTICLE 12 ARTICLE 13 ARTICLE 14 ARTICLE 15 ARTICLE 16 ARTICLE 17 ARTICLE 18 ARTICLE 19 ARTICLE 20 ARTICLE 21 ARTICLE 22 ARTICLE 23 ARTICLE 24 ARTICLE 25 ARTICLE 26 ARTICLE 27 ARTICLE 28 ARTICLE 29 ARTICLE 30 ARTICLE 31 ARTICLE 32 ARTICLE 33 ARTICLE 34 ARTICLE 35 ARTICLE 36 ARTICLE 37 ARTICLE 38 ARTICLE 39 ARTICLE 40 ARTICLE 41 DEFINITIONS SCOPE OF WORK TERM FEES AND PAYMENTS FACILITY PERMITTED USES OPERATIONS AND PERFORMANCE STANDARDS CONSTRUCTION BY COMPANY SIGNAGE SECURITY FOR PERFORMANCE PROPERTY DAMAGE AIRPORT SECURITY RIGHT OF FLIGHT SIGNATURE OF PARTIES OWNERSHIP OF DOCUMENTS QUALITY ASSURANCE DEFAULT AND TERMINATION INDEMNIFICATION ACCOUNTING RECORDS AND AUDIT REQUIREMENTS INSURANCE NON-DISCRIMINATION/AFFIRMATIVE ACTION WOMAN AND MINORITY-OWNED BUSINESS ENTERPRISE AUTHORITY APPROVALS DATA SECURITY NON-DISCLOSURE DISPUTE RESOLUTION WAIVERS WAIVER OF CLAIMS NON-EXCLUSIVE RIGHTS RIGHT TO DEVELOP AIRPORT FEDERAL RIGHT TO RECLAIM PROPERTY RIGHTS RESERVED COMPLIANCE WITH LAWS, REGULATIONS, ORDINANCES, RULES COMPLIANCE WITH PUBLIC RECORDS LAW DAMAGING ACTIVITIES HAZARDOUS SUBSTANCES AND OSHA COMPLIANCE NOTICES AND COMMUNICATIONS SUBORDINATION OF CONTRACT SUBORDINATION OF TRUST AGREEMENT ASSIGNMENT AND SUBCONTRACTING APPLICABLE LAW AND VENUE CONTRACT Page 2 of 45

3 ARTICLE 42 ARTICLE 43 ARTICLE 44 ARTICLE 45 ARTICLE 46 ARTICLE 47 ARTICLE 48 ARTICLE 49 ARTICLE 50 ARTICLE 51 ARTICLE 52 ARTICLE 53 RELATIONSHIP OF THE PARTIES RIGHT TO AMEND TIME IS OF THE ESSENCE COMPANY TENANCE AMERICANS WITH DISABILITIES ACT ATTORNEY S FEES AND COSTS AGENT FOR SERVICE OF PROCESS INVALIDITY OF CLAUSES HEADINGS COMPLETE CONTRACT MISCELLANEOUS ORDER OF PRECEDENCE EXHIBIT A EXHIBIT B EXHIBIT C EXHIBIT D EXHIBIT E EXHIBIT F EXHIBIT G SCOPE OF WORK FEES AND PAYMENTS CAFETERIA LAYOUT and EQUIPMENT LIST MENU and PRICING CLEANING SCHEDULE STAFFING GUIDE SALES AND TRANSACTION DATA CONTRACT Page 3 of 45

4 HILLSBOROUGH COUNTY AVIATION AUTHORITY Employee Cafeteria Management Services This Contract for Employee Cafeteria Management Services (hereinafter referred to as Contract) is made and entered into this day of 2016 (hereinafter referred to as Effective Date) by and between the Hillsborough County Aviation Authority, a public body corporate under the laws of the State of Florida whose post office address is Post Office Box 22287, Tampa, Florida (hereinafter referred to as Authority), and Compass Group USA, Inc., by and through its Canteen Vending Services Division, a Delaware corporation, authorized to do business in the State of Florida (hereinafter referred to as Company), (collectively hereinafter referred to as the Parties). ARTICLE 1 DEFINITIONS 1.01 Definitions A. Airport: Tampa International Airport located at 4100 George J. Bean Parkway, Tampa, Florida. B. Airport Employees: Individuals who volunteer or work for the Authority, airlines, concessionaires, rental car companies, passenger services companies, ground transportation companies, parking and construction contractors or other individuals authorized by Authority. C. Airport Terminals: The passenger transportation facilities at the Airport, existing or under construction as of the Effective Date, or to be constructed during the Term of this Contract, known individually, as of the Effective Date, as the Main Terminal, Airside A, Airside C, Airside E, and Airside F, including all user movement areas, areas leased exclusively or preferentially to any third party or parties, common areas and baggage claim areas therein and interconnecting hallways, concourses, and bridges. D. Authority s Fiscal Year: The twelve-month period beginning October 1 st of a calendar year through September 30 th of the following calendar year. E. Cafeteria: The quick serve, food service establishment located on Level 1 of the Airport Administrative Services Building where Company will prepare and sell food and beverage products to Airport Employees. F. Company: The legal entity that is party to this Contract which is bound by this Contract to develop and operate the Cafeteria at the Airport. In all provisions of this Contract that require a person to comply with a specific provision, this person shall be an authorized official of Company. G. Contract: This Contract, including all exhibits, schedules, subsequent amendments, and attachments thereto. CONTRACT Page 4 of 45

5 H. Contract Dates: 1. Commencement Date: The date the Cafeteria under this Contract opens for business to Airport Employees. 2. Effective Date: The date of full execution of this Contract by the Parties. 3. Expiration Date: The fifth (5 th ) anniversary of the Commencement Date. 4. Turnover Date: The date provided in a Notice to Proceed which makes the Cafeteria and Authority-provided equipment available to Company in order to prepare for the Commencement Date. I. Contract Manager: The Authority employee designated by the Authority Director of Concessions to manage and oversee this Contract. J. Contract Year: (a) With respect to the first Contract Year during the Term, the period commencing on the Commencement Date and continuing through the end of Authority s Fiscal Year in which the Commencement Date occurs, and (b) with respect to each Contract Year thereafter during the Term, each twelve-month period commencing on the first day of Authority s Fiscal Year and ending on the last day of Authority s Fiscal Year, provided that if the Term expires or is terminated on a day other than the last day of a Fiscal Year, the last Contract Year will then end as of the date of such expiration or termination. K. Director of Concessions: The Authority employee designated by the Authority Chief Executive Officer to manage and oversee the Authority Concessions Department. L. FAA: The Federal Aviation Administration or any successor thereto. M. Gross Receipts: All monies paid or payable to Company for sales made, services rendered and Airport Employee orders filled at or from the Cafeteria or on Airport property, and any other receipts, credits, rebates, allowances, or revenues of any type arising out of, or in connection with, operations at the Cafeteria, including revenue generated from vending machine operations, promotional allowances, catering and events. Also includes the retail sell price of complimentary meals. NOTE: Authority does not require Company to provide any complimentary products or meals. The offer of complimentary products or meals is at the sole discretion of Company. Gross receipts does not include sales tax if separately stated and received. N. Notice to Proceed: The written notice from Authority to Company delivering possession of Cafeteria and Authority-provided equipment to Company. Establishes the Turnover Date for the Cafeteria and Authority-provided equipment. CONTRACT Page 5 of 45

6 O. Personnel: The representatives, agents and employees who are hired, properly trained and supervised by Company to service Airport Employees and meet the obligations and requirements of this Contract. P. Tenant Work Permit Handbook: The compilation of Authority s standards, procedures, requirements, and rules and regulations governing Company s construction activities at the Airport which is incorporated herein by reference. Authority reserves the right to amend the Tenant Work Permit Handbook during the Term. Any such amendment to the Tenant Work Permit Handbook will be binding on Company without need for amendment of this Contract, provided that such amendment of the Tenant Work Permit Handbook does not conflict with the other terms and conditions of this Contract. Q. Term: The period of time beginning on the Commencement Date and ending on the Expiration Date. R. Trade Fixtures: All furniture, fixtures and equipment installed by Company within the Cafeteria for use in its performance of the Work, which may be removed from the Cafeteria without causing material damage to the Cafeteria. S. TSA: The U.S. Department of Homeland Security Transportation Security Administration or any successor thereto. T. Work: All supervision, labor, training, materials, supplies, technology, and equipment, except as otherwise provided by Authority as stated herein, needed/used to manage and operate the Cafeteria, and related operations thereto, as further described in Exhibit A, Scope of Work Contract A. Exhibits The following Exhibits are attached hereto and are hereby incorporated and made a part of this Contract: 1. EXHIBIT A SCOPE OF WORK 2. EXHIBIT B FEES AND PAYMENTS 3. EXHIBIT C CAFETERIA FACILITY LAYOUT and EQUIPMENT LIST 4. EXHIBIT D MENU and PRICING 5. EXHIBIT E CLEANING SCHEDULE 6. EXHIBIT F STAFFING GUIDE 7. EXHIBIT G SALES AND TRANSACTION DATA B. Company s Response Company s Response to RFP No , Employee Cafeteria Management Services, and any subsequent information submitted by Company during the evaluation process as modified and accepted by Authority, are incorporated herein by reference CONTRACT Page 6 of 45

7 (such Response and subsequent information are collectively hereinafter referred to as Company s Response). Company and Authority acknowledge that Company s Response was a valuable consideration in the award of this Contract to Company and is an authoritative reference for understanding the intention of the Parties. Accordingly, Company shall be obligated to meet all specifications described in Company s Response; provided, however, that where an express provision of this Contract conflicts with any provision of Company s Response, this Contract shall control. C. Interpretations 1. Day(s), as used herein, unless otherwise stated, shall mean calendar day(s). 2. Month(s), as used herein, unless otherwise stated, shall mean calendar month(s). ARTICLE 2 SCOPE OF WORK 2.01 Scope of Work Company agrees to provide the Work in accordance with the terms and conditions of this Contract Contacts A. Authority Contact Person Authority Contract Manager will be responsible for notifying Company regarding required Work and will be Company s primary contact for all Work under this Contract. B. Company s On-site Manager Company has designated Stacey White and Miguel Pelaez as the On-site Manager to be responsible for overseeing the performance of Work under this Contract. The On-site Manager will be responsible for ensuring that the Work is performed as specified in Exhibit A, Scope of Work, and will be Company s primary contact for all services under this Contract. Company must not remove such On-site Manager from providing the Work contemplated by this Contract; provided, however, that the removal of such On-site Manager due to incapacity, voluntary termination, or termination for just cause will not constitute a violation of the Contract. Authority will require that, at a minimum, any proposed replacement have equal or greater qualifications and experience as the On-site Manager being replaced. Company will not make any changes of the Onsite Manager until written notice is made to and approved by Authority s Director of Concessions or designee. Company shall immediately remove On-site Manager from providing Work for unsatisfactory performance as directed by the Authority. In the event Authority CONTRACT Page 7 of 45

8 requires removal of the On-site Manager, Company agrees to appoint an Authorityapproved interim On-site Manager replacement until a permanent replacement is identified by Company and approved by Authority. ARTICLE 3 TERM 3.01 Effective Date This Contract will become effective and binding upon the Parties upon execution by Company and approval and execution by Authority. This Contract may be executed in one or more counterparts, each of which will be deemed an original and all of which will be taken together and deemed to be one instrument Term The Term of this Contract begins on the Commencement Date of April 7, 2016 and will continue through the Expiration Date of May 15, 2021 unless terminated earlier as provided herein Commencement of Operations Company will begin operations of Cafeteria on the Commencement Date and will continue through the Expiration Date unless terminated earlier as provided herein. Company acknowledges that if it fails to begin operations of Cafeteria within 30 days after the Turnover Date set forth in the Notice to Proceed, the following will apply: 1. Company will pay liquidated damages to Authority at a rate of $300 per day for each day following 30 days from the Turnover Date until the date on which the Cafeteria opens to Airport Employees for business. 2. If Cafeteria is not open for business within 45 days after the Turnover Date, the failure is an Event of Default and Authority has the right to exercise any and all remedies herein, at law or in equity, including but not limited to, the option to terminate this Contract Renewal Option This Contract may be renewed at the same terms and conditions hereunder for a period of no more than five years at the sole discretion of the Authority CEO. Such renewal will be effective via amendment to this Contract to be executed by Authority CEO. Such renewal will be effective via an amendment to the Contract to be executed by Authority CEO Early Termination Authority may cancel this Contract, without cause, by giving 30 days written notice to Company. CONTRACT Page 8 of 45

9 Company may cancel this Contract, without cause and without penalty, by giving 150 days written notice to Authority Rights and Obligations Upon Termination Company will, upon termination of this Contract, surrender the Cafeteria and Authorityprovided equipment to Authority peaceably, quietly and in as good order and condition as of the Turnover Date or as may be hereafter improved by Company or Authority, reasonable use and wear thereof excepted. Upon termination, Company will remove all Company-provided signage and provide temporary walls to seal all openings of the Cafeteria that meet the guidelines outlined in the Tenant Permit Handbook. Company will also provide to Authority any and all keys to doors, window displays, or any area of controlled access of the Cafeteria. Authority will be entitled to exercise the non-judicial remedy of restricting Company access to the Cafeteria as a means of enforcing Authority right of possession; this right shall not, and legally cannot, limit or otherwise affect the Authority governmental police powers. Upon termination of this Contract, Company will remove all Company-provided Trade Fixtures, inventory and other personal property, and leave the Cafeteria in broom clean condition. Any damage to the Cafeteria and Authority-provided equipment caused by Company s removal of such Trade Fixtures or property will be immediately repaired by Company at Company s expense and to the satisfaction of Authority. Notwithstanding the forgoing, if Company fails to remove such Trade Fixtures or other property within 10 days from the date of termination of this Contract, the Company will be deemed to have abandoned same and Authority will have the right, at its option, and in its sole discretion, to take title to said Trade Fixtures and/or other property and sell, contract, salvage, or dispose of the same in any manner permitted by law. Company will have no right, interest or claim in any proceeds of the sale or other disposition of such items. Any net expense incurred by the Authority in disposing of such items will be immediately reimbursed by Company. No act by Authority will be deemed an acceptance of a surrender of the Cafeteria and Authority-provided equipment. No acceptance of a surrender of the Cafeteria and Authority-provided equipment will be valid unless it is in writing and signed by Authority End of Term During the final Contract Year, Authority may award and transition to a new contract for Cafeteria Management Services at Authority's sole discretion. If Company is not awarded a new contract for Cafeteria Management Services, Authority will notify Company in writing of the exact date to surrender the Cafeteria and Authority-provided equipment. Company will cooperate fully with Authority and the successor, if applicable, to ensure an effective and efficient expiration or termination of the Contract, which will include an effective and efficient transition to successor if a new Cafeteria Management Services contract has been awarded. Company will continuously perform the Cafeteria Management Services in a manner consistent with prior performance during the final Contract Year, including during the time frame leading up CONTRACT Page 9 of 45

10 to expiration or termination of the Contract and leading up to transition to the successor, if applicable. ARTICLE 4 FEES AND PAYMENTS 4.01 Commencement of Fees and Charges All fees and charges hereunder will begin on the Commencement Date and will continue through the Expiration Date in the amount and frequency as set forth herein. No fees and charges will be paid prior to the Commencement Date Fixed Fees During each Contract Year hereof, Authority will pay Company the Annual Management Fee listed In Exhibit B, Fees and Payments, hereto. Company will submit a monthly invoice that includes 1/12 of the applicable Annual Management Fee and dates of service by the 10 th of the month following the month in which the Work was provided. For any payment period of less than one month, payment shall be paid on a pro rata basis in the same proportion that the number of days in the payment period bears to the total number of days in the month for which the Monthly Management Fee is payable. For any renewal period, the Authority and Company agree to negotiate the Annual Management Fee in good faith. Subject to the terms and conditions set forth herein, Authority and Company agree that, at Authority CEO s sole discretion, Authority may modify, upon written notice to Company, the Annual Management Fee, provided that such modification may not occur until the end of the second full Contract Year. No such modification to the Annual Management Fee may result in an annual rate decrease and any increase may not exceed ten percent (10%) of the then applicable Annual Management Fee. Notwithstanding the foregoing, if at any time Authority elects, in its sole discretion, to modify the Work, the Annual Management Fee may be adjusted accordingly in an amount determined as reasonable by Authority in its sole judgment. Authority will provide no less than thirty (30) days written notice of the effective date of any such modification to the Annual Management Fee Parking Company will be provided parking at the Airport for the performance of work under this Contract as approved by the Authority at the rates detailed below. A. Company s Personnel will park in the North parking lot. There are three Airport shuttle service bus (Bus) stops at the center of the North parking lot where pick-ups and drop-offs are conducted. Between the hours of 3:00 a.m. and 9:59 a.m. the Bus picks-up and drops-off at the Airport Main Terminal on the end of the First Level, Red Side Arrivals, near the Southwest Airlines door. From 10:00 a.m. to 2:59 a.m. CONTRACT Page 10 of 45

11 the Bus picks-up and drops-off at the Airport on the East crossover drive, Second level, Red Side Departures around the corner from the Southwest curbside check-in counter. NOTE: Pick-up and drop-off times and locations are subject to change at the Authority s discretion. B. Personnel will need a valid Company corporate ID to park in the North parking lot. Personnel must have such ID available at all times when in the North parking lot or on the Bus. C. Personnel and their possessions are subject to search while on Airport property, including in the North lot and on the Bus. D. Fees for parking will be at the Company s expense. Parking fees are $25 per vehicle, per month. There is no fee to Company s Personnel for use of the Bus. Parking fees are subject to change at the Authority s discretion Payment When Services Are Terminated at the Convenience of Authority In the event of termination of this Contract for the convenience of Authority, Authority will compensate Company as listed below; however, in no event shall Company be entitled to any damages or remedies for wrongful termination. A. All Work performed prior to the effective date of termination; and B. Expenses incurred by Company in effecting such termination as approved in advance by Authority Filing Invoices and Reports Invoices and reports required by this Contract shall be delivered to: Hillsborough County Aviation Authority Attn: Director of Concessions Post Office Box Tampa, Florida Authority shall have the right at any time to change the place of invoice and reports filing and require that invoices and reports be delivered electronically using technology and procedures designated by Authority. If Authority instructs Company to deliver any invoices or reports required hereunder by computer, , internet website, or transmission, Authority shall not be obligated to furnish Company with the equipment or systems necessary to do so Taxes All taxes of any kind and character payable on account of the Work done and materials furnished under this Contract will be paid by Company. The laws of the State of Florida provide that sales tax and use taxes are payable by Company upon the tangible personal property incorporated in the Cafeteria and such taxes will be paid CONTRACT Page 11 of 45

12 by Company and will be deemed to have been included in the fixed Annual Management Fee. Authority is exempt from all State and federal sales, use and transportation taxes Prompt Payment Company must pay any of its subcontractor(s) who have submitted verified invoices for w ork already performed within ten calendar days of being paid by Authority. Any exception to this prompt payment provision will only be for good cause with prior written approval of Authority. Failure of Company to pay any of its subcontractor(s) accordingly will be a material breach of this Contract Payment Method Company will be paid utilizing an automated payment method that will be selected by the Company and includes epayables, Automated Clearing House (ACH) Standard, ACH VIP Supplier, or Purchasing Card. Information regarding the payment process for each of these payment methods is available on the Authority website ( > Learn about TPA > Procurement > More Information Electronic Payment Methods). ARTICLE 5 FACILITY 5.01 Cafeteria Description The Authority hereby assigns the Cafeteria and Authority-provided equipment depicted in Exhibit C, Cafeteria Layout & Equipment List, to Company for performance of the Work, including any improvements to be made or modifications to be made thereto. No other part of the Airport shall be part of the Cafeteria Minor Modifications to Cafeteria Authority shall have the right to make minor modifications to any portion of the Cafeteria at the sole discretion of Authority to accommodate Airport operations, security renovations, maintenance, or other work to be completed in the Airport Terminals Ingress and Egress Company will have the right of ingress to and egress from the Airport and the Cafeteria for Company s officers, authorized officials, employees, agents, and invitees, including customers, suppliers of materials, furnishers of services, equipment, vehicles, machinery and other property. Right of ingress and egress will be subject to FAA Regulations, as amended, applicable laws, and Authority s Rules and Regulations and Operating Directives Cafeteria and Authority-Provided Equipment Acceptance As Is Company accepts the Cafeteria, in its renovated condition, and Authority provided equipment in, as is condition and with all faults. Authority shall not be obligated to CONTRACT Page 12 of 45

13 construct additional improvements or to modify existing conditions, nor to provide services of any type, character, or nature (including any utilities or telephone/data service) on or to the Cafeteria during the Term other than as explicitly stated in this Contract No Warranty of Economic Viability Authority makes no warranty, promises or representations as to the economic viability of the Cafeteria or Company s business concept(s) or any other matter pertinent to the potential or likelihood for success or failure of Company s business operations. ARTICLE 6 PERMITTED USES 6.01 Permitted Use A. Uses. The Cafeteria and Authority-provided equipment shall be used by Company only for the purposes of performing the Work and for such other uses as Authority may agree to in writing. No portion of the Cafeteria shall be used to warehouse, stock or store any goods, wares or merchandise not intended to be offered for sale at or from the Cafeteria. B. Permitted Products, Services and Prices. No later than 30 days prior to the Commencement Date, Company must submit to Authority, for its written approval, a listing, substantially consistent with Exhibit D, Menu & Pricing, and as requested by Authority, of the menu and pricing to be sold from the Cafeteria. Such listing is hereinafter referred to as the Menu Non-Exclusive Rights The rights granted herein for the performance of the Work shall be non-exclusive. Authority may, at any time, award space (existing or newly created) to other parties who may have rights or may sell goods or products similar to those non-exclusively granted herein. Company acknowledges that Authority has, or may hire, others to perform work similar or the same as that which is within Company s Scope of Work under this Contract. Company further acknowledges that this Contract is not a guarantee of the assignment of any work and that the assignment of work to others is solely within Authority s discretion. In the event of a dispute between Company and any other party operating at the Airport as to the rights of the parties under their respective contracts, Authority shall determine the rights of each party and Company agrees to be bound by Authority s decision. CONTRACT Page 13 of 45

14 6.03 Restrictions Nothing in this Article will be construed as authorizing Company to conduct any business separate and apart from this Contract or in areas at the Airport other than the Cafeteria. Any and all rights and privileges not specifically granted to Company for its use of and operations at the Airport pursuant to this Contract are hereby reserved for and to Authority Permits and Licenses Company will obtain and maintain throughout the Term all permits, certificates, licenses, or other authorizations required in connection with the operation of the Cafeteria. Copies of all required permits, certificates, licenses, or other authorizations will be appropriately displayed within the Cafeteria and forwarded to Authority upon issuance and each renewal. ARTICLE 7 OPERATIONS AND PERFORMANCE STANDARDS 7.01 Authority s Right to Monitor Performance A. Performance Audits. It is Authority s intention that Company s business be conducted in a manner so as to meet the needs of Airport Employees and in a manner that will reflect positively upon the Company and Authority. Company shall equip, organize and efficiently manage the Cafeteria to provide the Menu offerings in a clean, attractive and pleasant atmosphere. Authority in its sole discretion shall have the right to raise reasonable objections to the condition of the Cafeteria and Authority-provided equipment, the quality and quantity of the Menu, the character of the service, the hours of operation, and/or the appearance and performance of Personnel, and to require any such conditions or practices objectionable to Authority to be promptly remedied by Company. If requested by Company, Authority shall submit its objections in writing and provide Company an opportunity to reply to the objections. Such reply will be given consideration by Authority. Authority reserves the right to conduct periodic performance audits of the Cafeteria and Authority-provided equipment to assure that all of the operational, safety and compliance standards of this Contract are consistently performed by Company. Company acknowledges that performance audits will be conducted by Authority, or its representative, and hereby agrees to cooperate with all performance audits. 1. Performance audits may include minimum objective standards in any or all of the areas of (i) Menu quality; (ii) customer service; and (iii) cleanliness and CONTRACT Page 14 of 45

15 maintenance. Minimum objective standards, if used, will be provided to Company in advance of any performance audit. If Company fails to meet minimum standards in any of these areas, Authority may, at its discretion, assess fines as set forth in Section In order to assure consistent adherence to performance standards throughout the Term, the Authority will use a rolling 12-month cycle in the recording of incidents of failure to meet standards. Authority reserves the right to assess fines for violations of performance standards as set forth in Section Repeated violations and deficiencies in performance by Company may be cause, at Authority s sole discretion, to terminate this Contract. B. Annual Review. No later than 90 days after the end of the first full Contract Year, and the end of each Contract Year thereafter, Company and Authority will meet to review and evaluate the Menu, Airport Employee service, and operational performance of Cafeteria (such review referred to as Annual Review). During the course of the Annual Review, Authority may determine, in its sole discretion, that the performance of the Work is unsatisfactory if one or more of the following occurred during the prior Contract Year: 1. Scores on any secret shopper survey(s) conducted by Authority or its representative were less than 80 percent (80%) of the maximum achievable scores for the survey(s); or 2. Scores on any operational survey(s) conducted by Authority or its representative were less than 80 percent (80%) of the maximum achievable scores for the survey(s). C. Remediation Plan. In the event that Authority determines, in its sole discretion, that Company performed unsatisfactorily during the prior Contract Year Authority will provide written notice to Company. Within 15 days of receipt of such written notice, Company shall prepare and submit to Authority, for its approval, a Remediation Plan, as described below, to improve its performance of the Work. The Remediation Plan shall include, but not be limited to, proposed remedial activities such as Personnel training, staffing changes, and Menu modifications. Upon approval by Authority, Company agrees to diligently implement the approved Remediation Plan and further agrees to submit to Authority monthly reports on the progress of such implementation. CONTRACT Page 15 of 45

16 7.02 Pricing A. Pricing Standard. Company acknowledges Authority s objective to provide Airport Employees with a quality Cafeteria and Menu at reasonable prices. Accordingly, Company agrees that all products sold by Company shall be set at the pricing listed in Exhibit D. Notwithstanding the foregoing, for any merchandise with a pre-printed price affixed by the manufacturer or distributor, the selling price in the Cafeteria shall not exceed the pre-printed price. All price labeling for any merchandise will accurately reflect pre-tax pricing that will be charged at the register. B. Price Changes. Throughout the Term, Company may request changes to pricing twice in a Contract Year, or more frequently as agreed to by Authority. Requested price changes must be submitted in writing and include such information and data as reasonably requested by Authority including, but not limited to, economic justification supporting the requested price change(s). Authority shall, in its sole discretion, determine which, if any, price changes are consistent with the Pricing Standard and shall notify Company in writing of its approval or rejection of each requested price change. No later than ten (10) days after any adjustment to prices, the Parties agree to modify the Menu to incorporate said price adjustments. Modification will be confirmed by letter executed by the Director of Concessions or designee, without need for formal amendment to this Contract. C. Price Conformance. At any time during the Term, Authority may survey or cause to be surveyed, prices being charged for Menu items offered by Company. Authority shall have the right to monitor and test all of Company s Menu prices by a shopping service or Authority employees. If Authority concludes, based on the results of such survey, that any prices being charged by Company do not comply with the Pricing Standard, Authority will require Company to adjust prices to the amounts permitted herein. Company will, within three (3) days of written notice from Authority, adjust any prices that Authority determines, in its sole discretion, to be inconsistent with the Pricing Standard. Failure to rectify any pricing discrepancies within the aforementioned three (3) days shall constitute a material breach by Company of this Contract and, in addition to the assessment of fines as set forth herein and all other remedies available to Authority, Authority may, in its sole discretion, terminate this Contract Prohibited Acts Company will not place excessive loads on the walls, ceilings, and floor or pavement areas of the Airport and will repair any area damaged by excessive loading to the satisfaction of Authority. CONTRACT Page 16 of 45

17 Unless approved in writing in advance by Authority, which approval is in Authority s sole discretion, Company will not permit the active display or operation in the Cafeteria of any display that flies, flashes, or emits a noise or odor. Company will not interfere or permit interference with the use, operation, or maintenance of Airport, including but not limited to, the effectiveness or accessibility of the drainage, sewerage, water, communications, fire-protection, utility, electrical or other systems installed or located from time to time at Airport. Company will not engage in any activity prohibited by Authority s Rules and Regulations and Operating Directives as may be modified during the Term. In the event Company fails to adhere to Authority Rules and Regulations and Operating Directives or fails to prevent any other of the prohibited acts set forth in this Article, Authority may assess fines as set forth in Article 7.04 until such failure to adhere or prohibited act is ended. Moreover, if the failure to adhere or prohibited act is not corrected as directed by Authority, Authority or its representative shall have the right to enter Cafeteria and take corrective action, and Company agrees that any related costs, plus an administrative fee equal to 15 percent (15%) of the corrective action, shall be withheld from subsequent monthly payments of the Annual Management Fee Failure to Comply with Performance Standards A. Violations. Company acknowledges Authority s objective to provide Airport Employees with the level and quality of service as described herein. Accordingly, Authority has established a series of fines, as set forth in the table below, that it may assess, in its sole discretion, as liquidated damages for various violations of the provisions of this Contract and/or Authority Rules and Regulations or Operating Directives. Company and Authority agree that the fines set forth herein are reasonable, and Company further agrees that Authority may withhold such fines from subsequent monthly payments of the Annual Management Fee in accordance with the rates or in the amounts specified herein upon each occurrence of the specified violation and upon written demand by Authority. The Authority will, in its sole discretion, determine the classification of each fine as per day or per occurrence. Company further acknowledges that the fines are not exclusive remedies and Authority may pursue other remedies as allowed for in this Contract and at law, in Authority s sole discretion. Authority s waiver of any fine provided for in this Section shall not be construed as a waiver of the violation of Company s obligation to remedy the violation. B. Multiple Violations. Except for violations of requirements regarding health and safety which shall accrue immediately and without notice upon violation, all other fines shall be assessed as follows: 1. For the first and second violation of a requirement during any 12-month rolling calendar year, the Authority will provide notice to Company to correct the CONTRACT Page 17 of 45

18 violation within the time specified in the notice. 2. For the third and subsequent violations of the same requirement during any 12- month rolling calendar year commencing upon the first notice of violation, the fine shall be immediately assessed with no grace period. 3. Further, after two (2) violations of the same requirement within any 12-month rolling calendar year, Authority reserves the right, in its sole discretion, to deem the repeated violations a breach of Contract and to seek any other remedies available to it under this Contract including, but not limited to, termination. Performance Standard Fines Infraction Fee Schedule $100 per day until corrected to Authority s satisfaction 1. Operational Deficiencies 2. Pricing Policy Infraction 3. Late Reporting 4. Other Infractions 1. Security Infractions 2. Health Code Violations 3. Other Infractions ARTICLE 8 CONSTRUCTION BY COMPANY $300 per occurrence Company shall not make any improvements or modifications, do any construction work on the Cafeteria, or alter, modify, or make additions, improvements, replacements or repairs, except emergency repairs, to any structure now existing or built without prior written approval of Authority. ARTICLE 9 SIGNAGE Company shall have the right to install and maintain signs in the Cafeteria, provided that the design, installation and maintenance of all signs shall be subject to the terms of this Article and comply with the Tenant Work Permit Handbook. Company further acknowledges Authority s desire to maintain a high level of aesthetic quality. Therefore, Company covenants and agrees that in the exercise of its privilege to install and maintain appropriate signs in the Cafeteria, as provided herein, it will submit to Authority, for its review and approval, the size, design, content, construction or fabrication and intended location of each and every sign it proposes to install on or within the Cafeteria. Company shall not install signs of any type on or within the Cafeteria without prior written approval of Authority, which approval shall not be unreasonably withheld or denied if the proposal is in compliance with the Tenant Work Permit Handbook and other Authority Rules and Regulations and Operating Directives governing signage. CONTRACT Page 18 of 45

19 ARTICLE 10 SECURITY FOR PERFORMANCE Form of Security Deposit Company will, at least 10 days after the Effective Date, post with Authority a $15,000 performance guaranty in the form of a surety bond or irrevocable letter of credit in favor of Authority (hereinafter referred to as Security Deposit) for the full performance of every provision of this Contract by Company. The Security Deposit will be maintained for the term of this Contract and any renewal period. The Security Deposit will be issued by a bank or surety provider acceptable to Authority and authorized to do business in the State of Florida and will be in a form and content satisfactory to Authority. If the Security Deposit expires it will be renewed at the same amount. Company will provide Authority with the renewal or replacement Security Deposit no later than 60 days prior to the date of expiration. Failure to maintain the Security Deposit as set forth herein will be an event of Default under this Contract Application of Security Deposit In the event Company fails to perform the payment terms and conditions of this Contract, Authority, in addition to any other rights and remedies available by law or in equity, may, at any time, apply the Security Deposit or any part thereof toward the payment of Company s obligations under this Contract. In such an event, within five days after notice, Company will restore the Security Deposit to its original amount. Authority will not be required to pay Company any interest on the Security Deposit Release of Security Deposit The release of the Security Deposit will be subject to the satisfactory performance by Company of all terms, conditions, and covenants contained herein throughout the entire Term. Upon termination of this Contract, the release of the Security Deposit will not occur until all fees, charges, and other payments due to Authority are satisfied and Authority has accepted the findings of Company s audit or has successfully conducted an audit in accordance with the provisions of Article 19 of this Contract. In the event of a dispute as to the condition of the Cafeteria and Authority-provided equipment, only the amount in dispute will be retained for remedy. Authority shall release the Security Deposit without interest within 30 days of meeting the above requirements. ARTICLE 11 PROPERTY DAMAGE Partial Damage In the event all or a portion of the Cafeteria is partially damaged by fire, explosion, the elements, a public enemy, Act of God, or other casualty, but not rendered unusable, CONTRACT Page 19 of 45

20 Company will give Authority immediate notice thereof, and Authority will make the necessary repairs immediately, at its own cost and expense Extensive Damage In the event damages as a result of any event outlined in Section are so extensive as to render all or a significant portion of the Cafeteria unusable, but capable of being repaired within 120 days, Company will give Authority immediate notice thereof, and Authority will make the necessary repairs with due diligence, at its own cost and expense Complete Destruction In the event the Cafeteria is completely destroyed as a result of an event outlined in Section and the damages render the entire Cafeteria unusable and the Cafeteria cannot be repaired within 120 days, Company will give Authority immediate notice thereof, and Authority will be under no obligation to repair, replace, or reconstruct said Cafeteria. In the event Authority elects not to repair, replace, or reconstruct said Cafeteria, Authority will not be required to grant an alternative Cafeteria to Company and this Contract and the obligations of the Parties hereunder will terminate Waiver of Subrogation To the extent insurance permits, and then only to the extent collected or collectable by Company under its property insurance coverage, Company waives any and all claims against Authority and its Board members, directors, officers, agents, servants and employees for loss or damage to property. ARTICLE 12 AIRPORT SECURITY Company, its officers, authorized officials, Personnel, agents, subcontractors, and those under its control, will comply with safety, operational, or security measures required of Company or Authority by the FAA or TSA. If Company, its officers, authorized officials, Personnel, agents, subcontractors or those under its control fail or refuse to comply with said measures and such non-compliance results in a monetary penalty being assessed against Authority, then, in addition to any other remedies available to Authority, Company will be responsible and will reimburse Authority in the full amount of any such monetary penalty or other damages. This amount must be paid by Company within 15 days from the date of the invoice or written notice. ARTICLE 13 RIGHT OF FLIGHT Company expressly agrees for itself, its successors and assigns, to prevent any use of the Cafeteria which would interfere with or adversely affect the operation or maintenance of Airport, or otherwise constitute an Airport hazard. CONTRACT Page 20 of 45

21 ARTICLE 14 SIGNATURE OF PARTIES It is an express condition of this Contract that it will not be complete or effective until signed by Authority and by Company. ARTICLE 15 OWNERSHIP OF DOCUMENTS All statements, records, schedules, working papers, and memoranda made by Company or its Personnel incident to, or in the course of, Work performed for Authority, will be and remain the property of Authority. ARTICLE 16 QUALITY ASSURANCE Company will be solely responsible for the quality of all Work performed by Company, its Personnel and/or its subcontractors under this Contract. All Work performed by Company, its Personnel and/or its subcontractors must be performed in accordance with best management practices and professional judgment, in a timely manner, and must be fit and suitable for the purposes intended by Authority. Company's Work and any deliverables must conform with all applicable federal and State laws, regulations and ordinances. ARTICLE 17 DEFAULT AND TERMINATION RIGHTS Events of Default Company will be deemed to be in default of this Contract upon the occurrence of any of the following: A. The failure or omission by Company to perform its obligations under this Contract or the breach of any terms, conditions and covenants required herein. B. The conduct of any business or performance of any acts at the Airport not specifically authorized in this Contract or by any other agreement between Authority and Company, and Company s failure to discontinue that business or those acts within 30 days of receipt by Company of Authority s written notice to cease said business or acts. C. The appointment of a Trustee, custodian, or receiver of all or a substantial portion of Company s assets. CONTRACT Page 21 of 45

22 D. The divestiture of Company s estate herein by operation of law, by dissolution, or by liquidation, not including a merger or sale of assets. E. The insolvency of Company; or if Company will take the benefit of any present or future insolvency statute, will make a general assignment for the benefit of creditors, or will seek a reorganization or the readjustment of its indebtedness under any law or statute of the United States or of any state thereof including the filing by Company of a voluntary petition of bankruptcy or the institution of proceedings against Company for the adjudication of Company as bankrupt pursuant thereto. F. Company s violation of Florida Statute Section , concerning criminal activity on contracts with public entities Authority s Remedies In the event of any of the foregoing events of default enumerated in this Article, and following 30 days' notice by Authority and Company's failure to cure, Authority, at its election, may exercise any one or more of the following options or remedies, the exercise of any of which will not be deemed to preclude the exercise of any other remedy herein listed or otherwise provided by statute or general law: A. Terminate Company's rights under this Contract and, in accordance with law, take possession of the Cafeteria and Authority-provided equipment. Authority will not be deemed to have thereby accepted a surrender of the Cafeteria and Authorityprovided equipment and Company will remain liable for all payments due, or other sums due, under this Contract and for all damages suffered by Authority because of Company's breach of any of the covenants of Contract; or B. Treat the Contract as remaining in existence, curing Company's default by performing or paying the obligation which Company has breached. In such event all sums paid or expenses incurred by Authority directly or indirectly in curing Company's default will become immediately due and payable as well as interest thereon, from the date such fees or charges became due to the date of payment, at the Federal Reserve Bank of New York prime rate in effect on the date the fees or charges became due plus 4 percent (FRBNY prime +4%) or 12 percent per annum, whichever is greater, to the maximum extent permitted by law; or C. Declare this Contract to be terminated, ended, null and void, and reclaim possession of the Cafeteria and Authority-provided equipment whereupon all rights and interest of Company in the Cafeteria and Authority-provided equipment will end. No waiver by Authority at any time of any of the terms, conditions, covenants, or agreements of this Contract, or noncompliance therewith, will be deemed or taken as a waiver at any time thereafter of the same or any other term, condition, covenant, or CONTRACT Page 22 of 45

23 agreement herein contained, nor of the strict and prompt performance thereof by Company. No delay, failure, or omission of Authority to re-enter the Cafeteria or to exercise any right, power, privilege, or option arising from any default nor subsequent acceptance of fees or charges then or thereafter accrued will impair any such right, power, privilege, or option, or be construed to be a waiver of any such default or relinquishment, or acquiescence of the Cafeteria. No notice by Authority will be required to restore or revive time is of the essence hereof after waiver by Authority or default in one or more instances. No option, right, power, remedy, or privilege of Authority will be construed as being exhausted or discharged by the exercise thereof in one or more instances. It is agreed that each and all of the rights, powers, options, or remedies given to Authority by this Contract are cumulative and that the exercise of one right, power, option, or remedy by Authority will not impair its rights to any other right, power, option, or remedy available under this Contract or provided by law Continuing Responsibilities of Company Notwithstanding the occurrence of any event of default, Company will remain liable to Authority for all payments payable and all Work requirements hereunder and for all preceding breaches of any covenant of this Contract. Furthermore, unless Authority elects to cancel this Contract, Company will remain liable for and promptly pay any and all payments accruing hereunder until termination of this Contract as set forth in this Contract or until this Contract is canceled by Company Company s Remedies Upon 30 days written notice to Authority, Company may terminate this Contract and all of its obligations hereunder, if Company is not in default of any term, provision, or covenant of this Contract or in the payment of any fees or charges to Authority, and only upon or after the occurrence of any of the following events: the inability of Company to use Airport for a period of longer than 90 consecutive days due to war, terrorism, or the issuance of any order, rule or regulation by a competent governmental authority or court having jurisdiction over Authority, preventing Company from operating its business for a period of 90 consecutive days, provided, however that such inability or such order, rule or regulation is not due to any fault or negligence of Company. ARTICLE 18 INDEMNIFICATION To the fullest extent permitted by law, Company agrees to protect, reimburse, indemnify and hold Authority, its Board members, agents, employees, and officers free and harmless from and against any and all liabilities, claims, expenses, losses, costs, fines, and damages (including but not limited to attorney s fees and court costs) and causes of action of every kind and character arising out of, resulting from, incident to, or in connection with Company s presence on or use or occupancy of Airport; Company s acts, omissions, negligence, activities, operations, professional negligence, or malpractice; Company s performance, non- CONTRACT Page 23 of 45

24 performance or purported performance of this Contract; or any breach by Company of the terms of this Contract, or any such acts, omissions, negligence, activities, operations, professional negligence, or malpractice of Company s officers, Personnel, agents, subcontractors, invitees, or any other person directly or indirectly employed or utilized by Company, that results in any bodily injury (including death) or any damage to any property, including loss of use, incurred or sustained by any party hereto, any agent or employee of any party hereto, any other person whomsoever, or any governmental agency, regardless of whether or not it is caused in whole or in part by the negligence of a party indemnified hereunder. In addition to the duty to indemnify and hold harmless, Company will have the duty to defend Authority, its agents, employees, and officers from all liabilities, claims, expenses, losses, costs, fines, and damages (including but not limited to attorney s fees and court costs) and causes of action of every kind and character. The duty to defend under this Article is independent and separate from the duty to indemnify, and the duty to defend exists regardless of any ultimate liability of Company, Authority, and any indemnified party. The duty to defend arises immediately upon written presentation of a claim to Company. Company recognizes the broad nature of these indemnification, hold harmless, and duty to defend clauses, and voluntarily makes this covenant and expressly acknowledges the receipt of $10.00 and such other good and valuable consideration provided by Authority in support of this indemnification in accordance with the laws of the State of Florida. This Article shall survive the termination of this Contract. Compliance with insurance requirements under this Contract shall not relieve Company of its liability or obligation to indemnify, hold harmless and defend Authority as set forth in this Article. ARTICLE 19 ACCOUNTING RECORDS AND AUDIT REQUIREMENTS Books and Records Company will maintain, during the term of this Contract, full and accurate books of account and records customarily used in this type of business operation, in conformity with Generally Accepted Accounting Principles (GAAP), which will show all the Gross Receipts, as defined herein, and all the costs of operation of such business upon or within the Airport Financial Reports Company will submit all financial reports required by Authority, in the form and within the time period required by Authority Authority s Right to Perform Audits, Inspections, or Attestation Engagements Authority or its representatives will be permitted to perform audits, inspections or attestation engagements of all or selected operations and examine all such books of CONTRACT Page 24 of 45

25 accounts and records relating to Company s operations in accordance with the following: A. Company will provide Authority s duly-authorized representative free and unrestricted access to all records of Company or its parent or subsidiaries associated with or related to the operation of the Cafeteria within 14 calendar days of the request at the initiation of the engagement and to deliver or provide access to all other records requested during the engagement within 7 calendar days of each request. The parties recognize that Authority will incur additional costs if records requested by Authority s auditors are not provided in a timely manner and that the amount of those costs is difficult to determine with certainty. Consequently, the parties agree that Company may be assessed liquidated damages of $100.00, in addition to all other contractual financial requirements, for each item in a records request, per calendar day, for each time Company is late in submitting requested records to perform the engagement. Accrual of fee will continue until specific performance is accomplished. B. Records associated with or related to the operation of the Cafeteria will be available for a period of three years following the end of the Contract. Company will not destroy any records pertaining to the operation of the Cafeteria at the Airport without the express written permission of Authority. In those situations where Company's records have been generated from computerized data (whether mainframe, minicomputer, or PC-BASED computer systems), Company agrees to provide Authority's representative with extracts of data files in a computer readable format on data disks or suitable alternative computer data exchange formats at no additional cost. C. Company will also allow Authority representative to interview all current or former Personnel, owners and subcontractors to discuss matters pertinent to the performance of this Contract. Company agrees to include these provisions granting Authority access to business records in its future contracts with subcontractors relating to the Cafeteria. Company agrees to allow Authority direct access to subcontractors and service providers, and will allow these companies to correspond with Authority directly. If delays or additional costs are incurred in connection with such engagement which are caused by Company, Company will be responsible for such additional costs. D. If an engagement performed in accordance with this Article reveals business expenses unallowable under the terms of the Contract by Company, Company will, upon written notice from Authority, reimburse Authority any such overpriced or unallowable expenses within 30 days from presentation of Authority's findings to Company. The Authority may assess interest of up to 12% on the amount due from the date the overcharge initially occurred. If, as a result of such engagement, it is established that Company has overcharged for allowable expenses and/or charged CONTRACT Page 25 of 45

26 for unallowable expenses in excess of one percent of the total amount reimbursed for any Contract Year, Authority may require Company to pay the entire expense of said engagement. ARTICLE 20 INSURANCE Insurance Company must maintain the following limits and coverages uninterrupted or amended through the term of this Contract. In the event the Company becomes in default of the following requirements the Authority reserves the right to take whatever actions deemed necessary to protect its interests. Required liability policies other than Workers Compensation/Employer s Liability, will provide that the Authority, members of the Authority s governing body, and the Authority s officers, volunteers, and employees are included as additional insureds Required Coverage Minimum Limits A. Commercial General Liability The minimum limits of insurance (inclusive of any amounts provided by an umbrella or excess policy) covering the Work performed pursuant to this Contract will be the amounts specified herein. Coverage will be provided for liability resulting out of, or in connection with, ongoing operations performed by, or on behalf of, Company under this Contract or the use or occupancy of Authority premises by, or on behalf of, Company in connection with this Contract. Coverage shall be provided on a form no more restrictive than ISO Form CG Additional insurance coverage shall be provided on a form no more restrictive than ISO Form CG and CG General Aggregate Contract Specific Each Occurrence $2,000,000 Personal and Advertising Injury each occurrence $1,000,000 Products and Completed Operations $1,000,000 B. Workers Compensation and Employer s Liability Insurance The minimum limits of Workers' Compensation/Employer's Liability insurance (inclusive of any amount provided by an umbrella or excess policy) are: Part One Florida Statutory Part Two Each Accident $1,000,000 Disease Policy Limit $1,000,000 Disease Each Employee $1,000,000 CONTRACT Page 26 of 45

27 C. Business Automobile Liability Insurance Coverage will be provided for all owned, hired and non-owned vehicles. Coverage shall be provided on a form no more restrictive than ISO Form CA The minimum limits of insurance (inclusive of any amounts provided by an umbrella or excess policy) covering the work performed pursuant to this Contract will be: Each Occurrence Bodily Injury and Property Damage combined $1,000,000 D. Commercial Crime Insurance The minimum limits of Commercial Crime insurance covering, but not limited to, loss arising from employee theft, employee dishonesty, forgery or alteration, robbery, burglary, embezzlement, disappearance, destruction; money orders and counterfeit currency; depositors forgery; computer fraud, on-premises and intransit are: Each Occurrence $500,000 E. Waiver of Subrogation Company, for itself and on behalf of its insurers, to the fullest extent permitted by law without voiding the insurance required by the Contract, waives all rights against the Authority, members of Authority s governing body and the Authority s officers, volunteers and employees, for damages or loss to the extent covered and paid for by any insurance maintained by the Company Conditions of Acceptance The insurance maintained by Company must conform at all times with the Authority s Standard Procedure S250.06, Contractual Insurance Terms and Conditions, as may be amended from time to time. ARTICLE 21 NON-DISCRIMINATION/AFFIRMATIVE ACTION Subject to the applicable criteria noted in the specific Contract provisions, these Contract provisions apply to all work performed on the Contract. Failure to comply with the terms of these Contract provisions may be sufficient grounds to: A. Withhold progress payments or final payment, B. Terminate the Contract, C. Seek suspension/debarment, or D. Any other action determined to be appropriate by Authority or the FAA. CONTRACT Page 27 of 45

28 21.01 Civil Rights General 49 USC A. Company agrees that it will 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 handicap be excluded from participating in any activity conducted with or benefiting from Federal assistance. B. Duration: 1. This provision binds Company from the solicitation period through the completion of the Contract. This provision is in addition to that required of Title VI of the Civil Rights Act of This provision also obligates Company or its transferee for the period during which Federal assistance is extended to the Airport through the Airport Improvement Program, except where Federal assistance is to provide, or is in the form of, personal property, real property or interest therein, or structures or improvements thereon. In these cases the provision obligates the party or any transferee for the longer of the following periods: a. The period during which the property is used by the Authority or any transferee for a purpose for which Federal assistance is extended, or for another purpose involving the provision of similar services or benefits; or b. The period during which the Authority or any transferee retains ownership or possession of the property Civil Rights Title VI Assurances A. Compliance with Non-discrimination Requirements During the performance of this Contract, Company, for itself, its assignees, and successors in interest agrees as follows: 1. Compliance with Regulations: Company (hereinafter includes subcontractors and consultants) will comply with the Title VI List of Pertinent Nondiscrimination Statutes 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. Non-discrimination: Company, 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. Company will not participate directly or indirectly in the discrimination prohibited by the Acts and the Regulations, CONTRACT Page 28 of 45

29 including employment practices when the Contract covers any activity, project, or program set forth in Appendix B of 49 CFR part Solicitations for Subcontracts, Including Procurements of Materials and Equipment: In all solicitations, either by competitive bidding or negotiation, made by Company 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 Company of Company s obligations under this Contract and the Acts and the Regulations relative to Non-discrimination on the grounds of race, color, or national origin. 4. Information and Reports: Company 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 Authority or the FAA to be pertinent to ascertain compliance with such Acts, Regulations, and instructions. Where any information required of Company is in the exclusive possession of another who fails or refuses to furnish the information, the Company will so certify to the Authority or the FAA, as appropriate, and will set forth what efforts it has made to obtain the information. 5. Sanctions for Noncompliance: In the event of Company s noncompliance with the Nondiscrimination provisions of this Contract, Authority will impose such contract sanctions as it or the FAA may determine to be appropriate, including, but not limited to: a. Withholding payments to the Company under the Contract until the Company complies; and/or b. Cancelling, terminating, or suspending the Contract, in whole or in part. 6. Incorporation of Provisions: Company 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. Company will take action with respect to any subcontract or procurement as Authority or the FAA may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, that if Company becomes involved in, or is threatened with litigation by a subcontractor, or supplier because of such direction, Company may request Authority to enter into any litigation to protect the interests of Authority. In addition, Company may request the United States to enter into the litigation to protect the interests of the United States. CONTRACT Page 29 of 45

30 B. Title VI List of Pertinent Nondiscrimination Authorities During the performance of this Contract, Company, for itself, its assignees, and successors in interest agrees to comply with the following non-discrimination statutes and authorities, including but not limited to: 1. Title VI of the Civil Rights Act of 1964 (42 U.S.C. 2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national origin); 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); 3. The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. 4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects); 4. Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. 794 et seq.), as amended, (prohibits discrimination on the basis of disability); and 49 CFR part 27; 5. The Age Discrimination Act of 1975, as amended, (42 U.S.C et seq.), (prohibits discrimination on the basis of age); 6. 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); 7. The Civil Rights Restoration Act of 1987, (PL ), (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); 8. Titles II and III of the Americans with Disabilities Act of 1990, which prohibit discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities (42 U.S.C ) as implemented by Department of Transportation regulations at 49 CFR parts 37 and 38; 9. The Federal Aviation Administration s Non-discrimination statute (49 U.S.C ) (prohibits discrimination on the basis of race, color, national origin, and sex); CONTRACT Page 30 of 45

31 10. Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations, which ensures discrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations; 11. 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, Company must take reasonable steps to ensure that LEP persons have meaningful access to Company s programs (70 Fed. Reg. at to 74100); and 12. Title IX of the Education Amendments of 1972, as amended, which prohibits Company from discriminating because of sex in education programs or activities (20 U.S.C et seq). C. Duration Company must comply with this Article during the period during which Federal financial assistance is extended to Authority, except where the Federal financial assistance is to provide, or is in the form of, personal property, or real property, or interest therein, or structures or improvements thereon, in which case this provision obligates Company for the longer of the following periods: 1. So long as the Airport is used as an airport, or for another purpose involving the provision of similar services or benefits; or 2. So long as Authority retains ownership or possession of the property Authority's Policy ARTICLE 22 WOMAN AND MINORITY-OWNED BUSINESS ENTERPRISE Authority is committed to the participation of Woman and Minority-Owned Business Enterprises (W/MBEs) in non-concession, non-federally funded contracting opportunities in accordance with Authority's W/MBE Policy and Program. Company will take all necessary and reasonable steps in accordance therewith to ensure that W/MBEs are encouraged to compete for and perform subcontracts under this Contract. CONTRACT Page 31 of 45

32 22.02 Non-Discrimination A. Company and any subcontractor of Company will not discriminate on the basis of race, color, national origin, or sex in the performance of this Contract. Company will carry out applicable requirements of Authority's W/MBE Policy and Program in the award and administration of this Contract. Failure by Company 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 Authority deems appropriate. B. Company 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 agreement, management contract, or subcontract, purchase or lease agreement. C. Company agrees to include the statements in paragraphs (A) and (B) above in any subsequent agreement or contract that it enters and cause those businesses to similarly include the statements in further agreements or contracts W/MBE Participation A. W/MBE Expectancy: No specific expectancy for W/MBE participation has been established for this Contract; however, Company agrees to make a good faith effort, in accordance with Authority's W/MBE Policy and Program, throughout the term of this Contract, to contract with W/MBE firms certified as a woman-owned or minorityowned business by the City of Tampa, Hillsborough County, the State of Florida Department of Management Services, Office of Supplier Diversity, or as a Disadvantaged Business Enterprise (DBE) under the Florida Unified Certification Program pursuant to 49 CFR part 26 in the performance of this Contract. B. W/MBE Termination and Substitution: Company is prohibited from terminating or altering or changing the scope of work of a W/MBE subcontractor except upon written approval of Authority in accordance with Authority s procedures relating to W/MBE terminations contained in the W/MBE Policy and Program. Failure to comply with the procedure relating to W/MBE terminations or changes during the Contract will be a material violation of the Contract and will invoke the sanctions for noncompliance specified in this Contract and the W/MBE Policy and Program. C. Monitoring: Authority will monitor the ongoing good faith efforts of Company in meeting the requirements of this Article. Authority will have access to the necessary records to examine such information as may be appropriate for the purpose of investigating and determining compliance with this Article, including, but not limited to, records, records of expenditures, contracts between Company and the W/MBE participant, and other records pertaining to W/MBE participation, which CONTRACT Page 32 of 45

33 Company will maintain for a minimum of three years following the end of this Contract. Opportunities for W/MBE participation will be reviewed prior to the exercise of any renewal, extension or material amendment of this Contract to consider whether an adjustment in the W/MBE requirement is warranted. Without limiting the requirements of this Contract, Authority reserves the right to review and approve all sub-leases or subcontracts utilized by Company for the achievement of these goals. D. Prompt Payment: Company agrees to pay each subcontractor under this Contract for satisfactory performance of its contract no later than 10 calendar days from the receipt of each payment Company receives from Authority. Company agrees further to release retainage payments to each subcontractor within 10 calendar 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 Authority. This clause applies to both W/MBE and non- W/MBE subcontractors. ARTICLE 23 AUTHORITY APPROVALS Except as otherwise specifically indicated elsewhere in this Contract, wherever in this Contract approvals are required to be given or received by Authority, it is understood that the CEO, or designee, is hereby empowered to act on behalf of Authority. ARTICLE 24 DATA SECURITY Company will establish and maintain safeguards against the destruction, loss or alteration of Authority data or third party data that Company may gain access to or be in possession of in providing the services of this Contract. Company will not attempt to access, and will not allow its Personnel access to, Authority data or third party data that is not required for the performance of the Work of this Contract by such Personnel. Company will adhere to and abide by the security measures and procedures established by Authority. In the event Company or Company s subcontractor (if any) discovers or is notified of a breach or potential breach of security relating to Authority data or third party data, Company will promptly: A. Notify Authority of such breach or potential breach; and B. If the applicable Authority data or third party data was in the possession of Company at the time of such breach or potential breach, Company will investigate and cure the breach or potential breach. CONTRACT Page 33 of 45

34 ARTICLE 25 NON-DISCLOSURE All written and oral information and materials (the Information) disclosed or provided by Authority to Company under this Contract will not be disclosed by Company, whether or not provided before or after the date of this Contract. The Information will remain the exclusive property of Authority and will only be used by Company for purposes permitted under this Contract. Company will not use the Information for any purpose which might be directly or indirectly detrimental to Authority or any of its affiliates or subsidiaries. Company will prevent the unauthorized use, disclosure, dissemination or publication of the Information. Company agrees that it will cause its Personnel and representatives who have access to the Information to comply with these provisions and Company will be responsible for the acts and omissions of its Personnel and representatives with respect to the Information. Company agrees that any disclosure of the Information by Company s Personnel and/or representatives will be deemed a breach of this Contract. Company agrees that in the event of any breach or threatened breach by Company of its non-disclosure obligation, Authority may obtain such legal remedies as are available, and, in addition thereto, such equitable relief as may be necessary to protect Authority. The non-disclosure obligation imposed on Company under this Contract will survive the expiration or termination, as the case may be, of this Contract and the obligation will last indefinitely Claims and Disputes ARTICLE 26 DISPUTE RESOLUTION A. A claim is a written demand or assertion by one of the parties seeking, as a matter of right, an adjustment or interpretation of this Contract, payment of money, extension of time or other relief with respect to the terms of this Contract. The term claim also includes other matters in question between Authority and Company arising out of or relating to this Contract. The responsibility to substantiate claims will rest with the party making the claim. B. If for any reason Company deems that additional cost or Contract time is due to Company for Work not clearly provided for in this Contract, or previously authorized changes in the Work, Company will notify Authority in writing of its intention to claim such additional cost or Contract time. Company will give Authority the opportunity to keep strict account of actual cost and/or time associated with the CONTRACT Page 34 of 45

35 claim. The failure to give proper notice as required herein will constitute a waiver of said claim. C. Written notice of intention to claim must be made within 10 days after the Company first recognizes the condition giving rise to the claim or before the work begins on which Company bases the claim, whichever is earlier. D. When the Work on which the claim for additional cost or Contract time is based has been completed, Company will, within 10 days, submit Company s written claim to Authority. Such claim by Company, and the fact that Authority has kept strict account of the actual cost and/or time associated with the claim, will not in any way be construed as proving or substantiating the validity of the claim. E. Pending final resolution of a claim, unless otherwise agreed in writing, Company will proceed diligently with performance of this Contract and maintain effective progress to complete the work within the Contract time(s) set forth in the Contract. F. The making of final payment for this Contract may constitute a waiver of all claims by Authority except those arising from: 1. Claims, security interests or encumbrances arising out of this Contract and unsettled; 2. Failure of the work to comply with the requirements of this Contract; 3. Terms of special warranties required by this Contract; 4. Latent defects Resolution of Claims Disputes A. Authority will review claims and may (1) request additional information from Company which will be immediately provided to Authority, or (2) render a decision on all or part of the claim. Authority will notify Company in writing of the disposition of the claim within 21 days following the receipt of such claim or receipt of the required additional information. B. If Authority decides that the Work relating to such claim should proceed regardless of Authority s disposition of such claim, Authority will issue to Company a written directive to proceed. Company will proceed as instructed. C. Any action initiated by either party associated with a claim or dispute will be brought in the Circuit Court in and for Hillsborough County, Florida. CONTRACT Page 35 of 45

36 ARTICLE 27 WAIVERS No waiver by Authority at any time of any of the terms, conditions, covenants, or agreements of this Contract, or noncompliance therewith, will be deemed or taken as a waiver at any time thereafter of the same or any other term, condition, covenant or agreement herein contained, nor of the strict and prompt performance thereof by Company. No delay, failure or omission of Authority to exercise any right, power, privilege or option arising from any default nor subsequent payment of charges then or thereafter accrued, will impair any such right, power, privilege or option, or be construed to be a waiver of any such default or relinquishment thereof or acquiescence therein. No notice by Authority will be required to restore or revive time as being of the essence hereof after waiver by Authority or default in one or more instances. No option, right, power, remedy or privilege of Authority will be construed as being exhausted or discharged by the exercise thereof in one or more instances. It is agreed that each and all of the rights, powers, options, or remedies given to Authority by this Contract are cumulative and no one of them will be exclusive of the other or exclusive of any remedies provided by law, and that the exercise of one right, power, option or remedy by Authority will not impair its rights to any other right, power, option or remedy. ARTICLE 28 WAIVER OF CLAIMS Company hereby waives any claim against the City of Tampa, Hillsborough County, State of Florida and Authority, and its Board members, officers, agents, or employees, for loss of anticipated profits caused by any suit or proceedings directly or indirectly attacking the validity of this Contract or any part thereof, or by any judgment or award in any suit or proceeding declaring this Contract null, void, or voidable, or delaying the same, or any part hereof, from being carried out. ARTICLE 29 NON-EXCLUSIVE RIGHTS This Contract will not be construed to grant or authorize the granting of an exclusive right within the meaning of 49 USC 40103(e) or 49 USC 47107(a), as may be amended from time to time, and related regulations. ARTICLE 30 RIGHT TO DEVELOP AIRPORT It is covenanted and agreed that Authority reserves the right to further develop or improve the Airport and all landing areas and taxiways as it may see fit, regardless of the desires or views of Company or its subcontractors and without interference or hindrance. CONTRACT Page 36 of 45

37 ARTICLE 31 FEDERAL RIGHT TO RECLAIM In the event a United States governmental agency will demand and take over the entire facilities of the Airport or the portion thereof wherein the Cafeteria is located, for public purposes, for a period in excess of 90 consecutive days, then this Contract will hereupon terminate and Authority will be released and fully discharged from any and all liability hereunder. In the event of such termination, nothing herein will be construed as relieving either Party from any of its liabilities relating to events or claims of any kind whatsoever prior to this termination. ARTICLE 32 PROPERTY RIGHTS RESERVED This Contract will be subject and subordinate to all the terms and conditions of any instruments and documents under which Authority acquired the land or improvements thereon, of which said Cafeteria is a part. Company understands and agrees that this Contract will be subordinate to the provisions of any existing or future agreement between Authority and the United States of America, or any of its agencies, relative to the operation or maintenance of the Airport, the execution of which has been or may be required as a condition precedent to the expenditure of federal funds for the development of the Airport, and to any terms or conditions imposed upon the Airport by any other governmental entity. ARTICLE 33 COMPLIANCE WITH LAWS, REGULATIONS, ORDINANCES, RULES Company, its officers, Personnel, agents, subcontractors, or those under its control, will at all times comply with applicable federal, state, and local laws and regulations, Airport rules, regulations, policies, procedures and operating directives as are now or may hereinafter be prescribed by Authority, all applicable health rules and regulations and other mandates whether existing or as promulgated from time to time by the federal, state, or local government, or Authority including, but not limited to, permitted and restricted activities, security matters, parking, ingress and egress, environmental and storm water regulations and any other operational matters related to the operation of Airport. Company, its officers, employees, agents, subcontractors, and those under its control, will comply with safety, operational, or security measures required of Company or Authority by the FAA or TSA. If Company, its officers, Personnel, agents, subcontractors or those under its control will fail or refuse to comply with said measures and such non-compliance results in a monetary penalty being assessed against Authority, then, in addition to any other remedies available to Authority, Company will be responsible and will reimburse Authority in the full amount of any such monetary penalty or other damages. This amount must be paid by Company within 15 days from the date of the invoice or written notice. CONTRACT Page 37 of 45

38 ARTICLE 34 COMPLIANCE WITH PUBLIC RECORDS LAW Company agrees in accordance with Florida Statute Section to comply with public records laws including the following: A. Keep and maintain public records that ordinarily and necessarily would be required by Authority. B. Provide the public with access to public records on the same terms and conditions that Authority would provide the public records and at a cost that does not exceed the cost provided in Chapter 119 of the Florida Statutes or as otherwise provided by law. C. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. D. Meet all requirements for retaining public records and transfer, at no cost, to Authority all public records in possession of Company upon termination of this Contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to Authority in a format that is compatible with Authority s information technology systems. ARTICLE 35 DAMAGING ACTIVITIES No goods or materials will be kept, stored, or used in or on Cafeteria that are flammable, explosive, hazardous (as defined below) or that may be offensive or cause harm to the general public or cause damage to Cafeteria and Authority-provided equipment. Nothing will be done on Cafeteria, other than as provided in this Contract, that will increase the rate of or suspend the insurance on Cafeteria or on any structure of Authority. No machinery or apparatus will be used or operated on Cafeteria that will damage Cafeteria or adjacent areas; provided, however, that nothing in this Article will preclude Company from bringing or using on or about Cafeteria, with approval by Authority, such materials, supplies, equipment, and machinery as are appropriate or customary in the operation of Company s business under this Contract. The term Hazardous will mean: A. Any substance the presence of which requires or may later require notification, investigation or remediation under any environmental law; or B. Any substance that is or becomes defined as a hazardous waste, hazardous material, hazardous substance, pollutant or contaminant under any federal, state, or local environmental law, including, without limitation, the Comprehensive Environmental CONTRACT Page 38 of 45

39 Response, Compensation and Liability Act (42 U.S.C et seq.), the Resources Conservation and Recovery Act (42 U.S.C et seq.) and the associated regulations; or C. Any substance that is toxic, explosive, corrosive, flammable, infectious, radioactive, carcinogenic, mutagenic or otherwise hazardous and is or becomes regulated by any governmental authority, agency, department, commission, board, agency or instrumentality of the United States, any state of the United States, or any political subdivision within any state; or D. Any substance that contains gasoline, diesel fuel or other petroleum hydrocarbons or volatile organic compounds; or E. Any substance that contains polychlorinated biphenyls, asbestos or urea formaldehyde foam insulation; or F. Any substance that contains or emits radioactive particles, waves or materials, including, without limitation, radon gas. ARTICLE 36 HAZARDOUS SUBSTANCES AND OSHA COMPLIANCE A. No goods, merchandise or material will be kept or stored by Company at the Airport which are explosive or hazardous; and no offensive or dangerous trade, business or occupation will be carried on therein or thereon. Nothing will be done in the performance of this Contract which will increase the rate of or suspend any insurance policy or coverage of Authority. B. Company assures that all materials, equipment, and all other items used in the performance of this Contract are in compliance with Occupational Safety and Health Administration (OSHA). ARTICLE 37 NOTICES AND COMMUNICATIONS All notices or communications whether to Authority or to Company pursuant hereto will be deemed validly given, served, or delivered, upon receipt by the party by hand delivery, or three days after depositing such notice or communication in a postal receptacle, or one day after depositing such notice or communication with a reputable overnight courier service, and addressed as follows: TO AUTHORITY: (MAIL DELIVERY) TO COMPANY: (MAIL DELIVERY) HILLSBOROUGH COUNTY AVIATION AUTHORITY COMPASS GROUP USA, INC. TAMPA INTERNATIONAL AIRPORT BY AND THROUGH ITS CANTEEN VENDING SERVICES DIVISION CONTRACT Page 39 of 45

40 P.O. BOX PALM RIVER ROAD TAMPA, FLORIDA TAMPA, FL ATTN: CHIEF EXECUTIVE OFFICER ATTN: GINA MARIE MICHAUD SMITH OR (HAND DELIVERY) HILLSBOROUGH COUNTY AVIATION AUTHORITY TAMPA INTERNATIONAL AIRPORT (HAND DELIVERY) COMPASS GROUP USA, INC. CANTEEN VENDING SERVICES DIVISION 4160 GEORGE J. BEAN PARKWAY 9501 PALM RIVER ROAD SUITE 2400, ADMINISTRATIVE OFFICES BUILDING TAMPA, FL ND LEVEL, RED SIDE ATTN: GINA MARIE MICHAUD SMITH TAMPA, FLORIDA ATTN: CHIEF EXECUTIVE OFFICER or to such other address as either Party may designate in writing by notice to the other Party delivered in accordance with the provisions of this Article. If notice is sent through a mail system, a verifiable tracking documentation such as a certified return receipt or overnight mail tracking receipt is encouraged. ARTICLE 38 SUBORDINATION OF CONTRACT It is mutually understood and agreed that this Contract will be subordinate to the provisions of any existing or future agreement between Authority and the United States of America, its Boards, Agencies, Commissions, and others, relative to the operation or maintenance of the Airport, the execution of which has been or may be required as a condition precedent to the expenditure of federal funds for the development of the Airport, and this Contract will be subordinate to the license or permit of entry which may be granted by the Secretary of Defense. ARTICLE 39 SUBORDINATION TO TRUST AGREEMENT This Contract and all rights of Company hereunder are expressly subordinated and subject to the lien and provisions of any pledge, transfer, hypothecation, or assignment made at any time by Authority to secure financing. This Contract is subject and subordinate to the terms, covenants, and conditions of the Trust Agreement, made by Authority, authorizing the issuance of bonds by Authority. Conflicts between this Contract and the documents mentioned above will be resolved in favor of such documents. CONTRACT Page 40 of 45

41 ARTICLE 40 ASSIGNMENT AND SUBCONTRACTING Company will not assign or subcontract this Contract without the prior written consent of Authority. If subcontracting is approved, Company will be solely responsible for ensuring that its subcontractors perform pursuant to and in compliance with the terms of this Contract. ARTICLE 41 APPLICABLE LAW AND VENUE This Contract will be construed in accordance with the laws of the State of Florida. Venue for any action brought pursuant to this Contract will be in Hillsborough County, Florida, or in the Tampa Division of the U.S. District Court for the Middle District of Florida. Company hereby waives any claim against Authority and its officers, Board members, agents, or employees for loss of anticipated profits caused by any suit or proceedings directly or indirectly attacking the validity of this Contract or any part hereof, or by any judgment or award in any suit or proceeding declaring this Contract null, void, or voidable, or delaying the same, or any part hereof, from being carried out. ARTICLE 42 RELATIONSHIP OF THE PARTIES Company is and will be deemed to be an independent contractor and operator responsible to all parties for its respective acts or omissions, and Authority will in no way be responsible therefore. ARTICLE 43 RIGHT TO AMEND In the event that the FAA, or its successors, requires modifications or changes in this Contract as a condition precedent to the granting of funds for the improvement of the Airport, Company agrees to consent to such amendments, modifications, revisions, supplements, or deletions of any of the terms, conditions, or requirements of this Contract as may be reasonably required to obtain such funds; provided, however, that in no event will Company be required, pursuant to this paragraph, to agree to an increase in the charges provided for hereunder. Time is of the essence for this Contract. ARTICLE 44 TIME IS OF THE ESSENCE CONTRACT Page 41 of 45

42 ARTICLE 45 COMPANY TENANCY The undersigned representative of Company hereby warrants and certifies to Authority that Company is an organization in good standing in its state of registration, that it is authorized to do business in the State of Florida, and that the undersigned officer is authorized and empowered to bind the organization to the terms of this Contract by his or her signature thereto. ARTICLE 46 AMERICANS WITH DISABILITIES ACT Company will comply with the applicable requirements of the Americans with Disabilities Act; the Florida Americans with Disabilities Accessibility Implementation Act; Florida Building Code, Chapter 11, Florida Accessibility Code for Building Construction; and any similar or successor laws, ordinances, rules, standards, codes, guidelines, and regulations and will cooperate with Authority concerning the same subject matter. ARTICLE 47 ATTORNEY S FEES AND COSTS In the event legal action is required by Authority to enforce this Contract, Authority will be entitled to recover costs and attorneys fees, including in-house attorney time (fees) and appellate fees. ARTICLE 48 AGENT FOR SERVICE OF PROCESS It is expressly agreed and understood that if Company is not a resident of the State of Florida, or is an association or partnership without a member or partner resident of said State, or is a foreign corporation, then in any such event Company does designate the Secretary of State, State of Florida, as its agent for the purpose of service of process in any court action between it and Authority arising out of or based upon this Contract, and the service will be made as provided by the laws of the State of Florida, for service upon a non-resident. It is further expressly agreed, covenanted, and stipulated that if for any reason service of such process is not possible, and Company does not have a duly noted resident agent for service of process, as an alternative method of service of process, Company may be personally served with such process out of this State, by the registered mailing of such complaint and process to Company at the address set out hereinafter in this Contract and that such service will constitute valid service upon Company as of the date of mailing and Company will have 30 days from date of mailing to respond thereto. It is further expressly understood that Company hereby agrees to the process so served, submits to the jurisdiction of the court, and waives any and all obligation and protest thereto, any laws to the contrary notwithstanding. CONTRACT Page 42 of 45

43 ARTICLE 49 INVALIDITY OF CLAUSES The invalidity of any part, portion, article, paragraph, provision, or clause of this Contract will not have the effect of invalidating any other part, portion, article, paragraph, provision, or clause thereof, and the remainder of this Contract will be valid and enforced to the fullest extent permitted by law. ARTICLE 50 HEADINGS The headings contained herein, including the Table of Contents, are for convenience in reference and are not intended to define or limit the scope of any provisions of this Contract. If for any reason there is a conflict between content and headings, the content will control. ARTICLE 51 COMPLETE CONTRACT This Contract represents the complete understanding between the Parties, and any prior agreements or representations, whether written or verbal, are hereby superseded. This Contract may subsequently be amended only by written instrument signed by the Parties hereto, unless provided otherwise within the terms and conditions of this Contract. ARTICLE 52 MISCELLANEOUS Wherever used, the singular will include the plural, the plural the singular, and the use of any gender will include both genders. ARTICLE 53 ORDER OF PRECEDENCE The documents listed below are a part of this Contract and are hereby incorporated by reference. In the event of inconsistency between the documents, unless otherwise provided herein, the terms of the following documents will govern in the following order of precedence: A. Terms and conditions as contained in this Contract; B. RFP No , Employee Cafeteria Management Services, dated August 31, 2015, and all its addenda; C. Company s response to RFP No , Employee Cafeteria Management Services, and any subsequent information submitted by Company during the evaluation process. CONTRACT Page 43 of 45

44 IN WITNESS WHEREOF, the parties hereto have set their hands and corporate seals on this 7 th day of April, HILLSBOROUGH COUNTY AVIATION AUTHORITY ATTEST: Victor D. Crist, Secretary BY: Robert I. Watkins, Chairman Address: PO Box Tampa FL Address: PO Box Tampa FL WITNESS: Signature Printed Name Approved as to form for legal sufficiency: BY: David Scott Knight, Assistant General Counsel HILLSBOROUGH COUNTY AVIATION AUTHORITY STATE OF FLORIDA COUNTY OF HILLSBOROUGH The foregoing instrument was acknowledged before me this 7 th day of April, 2016, by Robert I. Watkins, in the capacity of Chairman of the Board of Directors, and Victor D. Crist, in the capacity of Secretary of the Board of Directors, HILLSBOROUGH COUNTY AVIATION AUTHORITY, a public body corporate under the laws of the State of Florida, on its behalf. They are personally known to me and they did not take an oath. Stamp or Seal of Notary Signature of Notary Printed Name Date Notary Commission Expires (if not on stamp or seal) CONTRACT Page 44 of 45

45 COMPASS GROUP USA, INC., by and through its Canteen Vending Services Div. Signed in the Presence of: BY: Signature Witness Title Printed Name Printed Name Printed Address Witness City/State/Zip Printed Name COMPASS GROUP USA, INC., by and through its Canteen Vending Services Div. STATE OF COUNTY OF The foregoing instrument was acknowledge before me this day of, 20, by in the capacity of, at (Individual s Name) (Company Name) (Personally / Not Personally) (Individual s Title), a corporation, on its behalf known to me and has produced (He is / She is) (Form of Identification) Stamp or Seal of Notary Signature of Notary Printed Name Date Notary Commission Expires (if not on stamp or seal) CONTRACT Page 45 of 45

46 Exhibit A Scope of Work A. Scope of Work 1. Company will provide all goods and services for the management and operation of the Cafeteria in accordance with the terms and conditions of this Contract and this Exhibit A which is made a part of the Contract. 2. Except as otherwise defined in this Exhibit A, all defined terms shall have the same meaning as set forth in the Contract. B. Scope of Work Requirements Company will be responsible for the following: 1. General a. Establish, manage, operate, and maintain the Cafeteria, (as set forth in Exhibit C of the Contract which contains the Cafeteria layout and equipment list), for the purpose of preparing and selling food and nonalcoholic beverages, vending food and nonalcoholic beverages, catering or event services, and such other items as may be authorized by the Authority. b. Provide all management, supervision, labor, materials, supplies, and equipment, except as otherwise provided by Authority, for the management, operation, maintenance and care of the Cafeteria and Authority-provided equipment. c. Plan, schedule, and coordinate all services for the management and operation of the Cafeteria. d. Plan menus and develop operational standards in consideration of the time constraints and speed of service required for Airport Employees. e. Establish, track and monitor performance measurements to ensure Airport Employees satisfaction. f. Obtain all licenses and permits in Company s name, as are required by federal, State and local authorities for operation of the Cafeteria. g. Comply with building, health, sanitary, and all other applicable federal, State, county, and local regulations and laws. h. Submit all reports and other requirements as outlined in the Contract and this Exhibit A. i. Pay all fees, fines, costs, taxes or other charges incidental to, or resulting from, management and operation of the Cafeteria. j. Ensure the Cafeteria is continuously open for business during Hours of Operation as proposed and approved by Authority. Exhibit A, Scope of Work CONTRACT Page 1 of 14

47 k. Provide service to Airport Employees commensurate with that of similar cafeteriastyle food establishments. l. Conduct an annual survey of Airport Employees to determine the needs and expectations of Airport Employees. Develop and implement an action plan to respond to the findings. m. Meet monthly, or as determined by Authority, with the Contract Manager to discuss mutual objectives, including but not limited to, service levels, operations, menus, marketing and awareness initiatives, and Airport Employees satisfaction. 2. Personnel a. Employ an On-site Manager to be assigned to Cafeteria who has a minimum of two years of continuous experience in the ownership, management, and/or operation of a food and beverage establishment within the most recent five year period. b. Empower the On-site Manager with the authority integral to the day-to-day operation of the Cafeteria, including but not limited to, Personnel supervision and training, Menu planning, purchasing, cost control, and sanitation. c. Upon termination of employment of the On-site Manager, any proposed replacement must have equal or greater qualifications and experience as the Onsite Manager being replaced. d. Recruit, hire and train Personnel to perform the varied and essential duties inherent to successful operation of the Cafeteria, as determined by transaction counts, speed of service, and ability to meet all Contract requirements. e. Ensure that all Personnel do their assigned work. f. Provide initial and on-going Personnel training in operational efficiencies, customer service, and food safety. g. Provide initial and on-going life safety training to Personnel to include the use of life and fire safety equipment, such as defibrillators and fire extinguishers that are installed in the Cafeteria. h. Schedule and monitor Personnel, including relief Personnel, required for Cafeteria operations. Ensure continuous service during Hours of Operation, as proposed by Company and approved by Authority, and average wait times of less than five minutes per Airport Employee, including during peak hours. i. Train Personnel in food safety and maintain standards and conditions in accordance with the Florida Department of Health as well as the provisions and recommendations contained in the Food and Drug Administration s 2013 Food Code and subsequent revisions (Food Code). j. Assign tasks to Personnel to maintain sanitary conditions in the Cafeteria. k. Establish and monitor Personnel dress standards and ensure all Personnel are dressed in distinctive, job appropriate attire that includes a uniform shirt or blouse and a name badge that identifies each as Personnel of Company. Exhibit A, Scope of Work CONTRACT Page 2 of 14

48 l. Ensure Personnel wear a hair net, cap or other Authority-approved hair restraint at all times while on duty. All hair restraints must be determined by the Florida Department of Health and the Authority to be effective in restraining hair and sanitary. m. Receive satisfactory or better overall ratings for Airport Employee service standards on Airport Employee surveys (as further detailed below in Item 4) and create a welcoming environment when interacting with Airport Employees who patronize the Cafeteria. n. Ensure Personnel are trained and comply with Airport conduct and building regulations that are in effect for the control of persons in the building, or that may be issued for that purpose by Authority, including, but not limited to, access, safety, and capacity regulations. o. Ensure that Personnel who find articles left behind by Airport Employees submit the articles to the Airport s Lost and Found Department and inform Lost and Found Department staff of the location where the articles were found. 3. Food Safety and Sanitation a. Store, prepare, hold, and serve food under clean and sanitary conditions in accordance with the Florida Department of Health and the provisions and recommendations contained in the Food Code, to ensure that all foods served in the Cafeteria are free from spoilage and safe for human consumption. b. Ensure all Personnel adhere to the FDA Employee Health and Personal Hygiene Handbook which identifies behaviors that prevent food employees from spreading foodborne pathogens to food. c. Ensure Personnel follow all food handling requirements and meet all required certifications in accordance with applicable federal, State, county and local regulations and laws. d. Ensure that Personnel are free from communicable diseases as defined by the Food Code and the Centers for Disease Control. 4. Airport Employee Service Standards a. Anticipate the needs of Airport Employees and consider meal break time constraints when planning menus, staffing levels, and operational standards. b. Develop strategies to meet and exceed the service needs of Airport Employees, as identified by the annual Airport Employee survey. c. Genuinely welcome and appreciate each Airport Employee. Strive to delight Airport Employees with uncompromising levels of courtesy, cleanliness, and positive performance. d. Provide Airport Employee comment cards in a visible location and record Company s response to each Airport Employee comment card submitted. Make Exhibit A, Scope of Work CONTRACT Page 3 of 14

49 Airport Employee comment card records available to Authority upon request by Authority. 5. Authority-Provided Equipment and Facilities a. Provide all maintenance, cleaning, and repairs of Authority-provided equipment according to the manufacturer s recommendations and the equipment operations manual. Keep records of all maintenance and repairs and make the records available to the Authority upon request. b. Replace any Authority-provided equipment that is inoperable and cannot be repaired. Company must obtain pre-approval by Authority for any replacements of Authority-provided equipment. Any such replacement equipment will remain in the possession of the Authority upon termination of the Contract. Authorityprovided equipment will be new equipment. c. Provide all maintenance, cleaning and repairs of Cafeteria and Authority-provided equipment according to Authority-approved standards. Keep records of all maintenance and repairs and make the records available to the Authority upon request. d. Prior to the Commencement Date, sign for the receipt of the Cafeteria, including Authority-provided equipment, as listed in Exhibit C, Cafeteria Layout and Equipment List. e. Maintain a record of all Authority-provided equipment used in the Cafeteria operation, indicating all additions, replacements, and removals, along with a reason for the equipment change. Present this equipment list to the Authority upon request and upon termination of the Contract. f. Schedule and contract for hood cleaning service. Hood cleaning schedule and the hood cleaning service company must be approved by the Authority. g. Wall-mounted television screens. 6. Company-Provided Equipment a. Provide, or cause to be provided, all other equipment required for operation of the Cafeteria not provided by the Authority to include, but not be limited to, the following items: i. At least two cash registers. ii. Point of Sale system (that is PCI compliant) to include the acceptance of Visa, MasterCard, Discover, and American Express credit and debit cards, as well as any other ordering, tracking, scheduling, or inventory control system which Company requires in order to meet the requirements of the Contract. iii. Point of Sale receipt printing equipment. Copies of receipts must be made available to Airport Employees. iv. A scale at all cash registers for weighing salad bar items. v. Cash safe. Exhibit A, Scope of Work CONTRACT Page 4 of 14

50 vi. Router and firewall to connect to the Authority shared tenant services (STS) for local telecommunications and data network. Company will provide capability for long distance calls should Company determine such calls are necessary. vii. Reusable dishes, baskets, glasses, and/or flatware, if Company chooses to use these for dine-in Airport Employees. viii. Serving utensils. ix. All other food preparation utensils or smallwares needed to operate the Cafeteria, such as scales and measuring utensils, whisks, spatulas, spoons, knives, sharpeners, cutting boards, bowls, pots and pans, bain maries, sheet trays, speed racks, blenders, mixers, can openers, and food storage containers. x. Cleaning equipment and related supplies. xi. Soda fountain equipment. xii. Four vending machines, as further discussed in Section 18 below. xiii. Additional menu displays and signage, if needed. NOTE: All menu displays and signage must be pre-approved by the Authority. xiv. Any other equipment not listed in Exhibit C as initially provided by Authority that Company deems necessary to manage and operate the Cafeteria in accordance with the standards and requirements set forth in this Contract. b. Provide equipment of good quality, to be used for the purpose of its intended use, and consistent with the quality of the Authority-provided equipment. NOTE: All company-provided equipment will be subject to approval by the Authority. c. Upon termination of the Contract, all Company-provided equipment will remain the property of the Company. d. Adjust, repair, continuously maintain, and/or replace all Company-provided equipment, utensils and smallwares. e. Maintain a current list of all equipment, utensils and smallware items provided by Company for use in the operation of the Cafeteria, indicating all additions, replacements, and removals, along with a reason for the equipment change, and present the list to the Authority upon request and upon termination of the Contract. f. Provide cable service subscription for television viewing in the Cafeteria. 7. Hours of Operation a. Operate the Cafeteria 7 days per week, 365 days per year with operations running, at a minimum, from 5:00 a.m. to 9:00 p.m. each day or as otherwise approved by the Authority (Hours of Operation). b. Submit any request to modify the Authority approved Hours of Operation to the Authority. Changes in the Hours of Operation are at sole discretion of the Authority. c. Any request by Authority for additional hours of operation, beyond those stated above, will be accompanied by a proportionate increase in the Management Fee Exhibit A, Scope of Work CONTRACT Page 5 of 14

51 listed In Exhibit B, Fees and Payments. 8. Food Quality & Merchandising a. Ensure the quality and appearance of food is consistent with that of comparable food establishments. b. Ensure all food branding designations and labels are accurately represented. Ensure food is safe, unadulterated and honestly presented when offered to Airport Employees. c. Ensure uncooked items on display for sale, such as fresh fruits and salad vegetables, are clean, free from blemishes, and ready to consume by Airport Employees. d. Give priority placement to display of healthy menu offerings, as determined by Authority, in the serving line, at the cash register, and in other display areas, including but not limited to, refrigeration display units and vending machines. e. Cooperate with Authority to attractively merchandise and promote Menu options. f. Cooperate with Authority to promote health and wellness in the Cafeteria. g. Update easy to read Menu displays as necessary to showcase current Menu options and pricing. Menu displays must list all available offerings during each appropriate meal period. Pricing of all available Menu items must be displayed on or near the appropriate item and on Menu displays during Hours of Operation. 9. Menus, Menu Cycles and Pricing a. Ensure Menu selections provide a variety of foods consistent with the Menu in Exhibit D and as approved by Authority. b. Submit any request to modify Menu offerings and/or pricing to the Authority. Approval of changes in Menu offerings and/or pricing is at sole discretion of the Authority. c. The daily breakfast menu is to include, at a minimum, three hot protein options, two bread or carbohydrate options, one dairy item, and two fruit items. Examples of options include, but are not limited to, eggs, bacon, sausage, pancakes, bagels, English muffins, toast, pastries, hash browns or tater tots, French toast, oatmeal, yogurt, cereal, bananas, apples, and fruit and yogurt parfaits. d. The daily lunch and dinner menus are to include, at a minimum, four hot sandwich varieties, hot dogs, French fries, one poultry offering, a small self-serve salad bar (as detailed below in Item h), two pre-made cold grab-and-go sandwiches, two pre-made grab-and-go salads, and one soup of the day. Examples of options include, but are not limited to, hamburger, grilled chicken sandwich, grilled cheese sandwich, hot ham and cheese sandwich, BLT sandwich, taco, chicken or turkey wrap, hot dog, French fries, chicken fingers, chicken wings, pre-made turkey sandwiches, pre-made tuna fish sandwiches, pre-made Caesar salads, and premade cobb salads. Exhibit A, Scope of Work CONTRACT Page 6 of 14

52 e. Include a daily special meal each day during lunch and dinner that includes a protein, a vegetable, and a starch item and is priced at $5.29 per meal, or $5.99 including a fountain beverage. Examples of daily specials include, but are not limited to, meat loaf, mashed potatoes, and peas; spaghetti and meatballs with zucchini; tacos served with beans and rice; turkey, dressing, and sweet potatoes. f. Provide a Monthly Menu Calendar by the 20 th of each month for the upcoming month which lists the daily specials and soup of the day for each day. The Authority will post this Monthly Menu Calendar on the Authority Intranet. This Monthly Menu Calendar must be substantially similar to the sample Monthly Menu Calendar in Exhibit D. g. Make soft drinks and coffee available for sale at all times when the Cafeteria is open. NOTE: Coffee condiments must be available at all times during hours of operation. Company may offer an assortment of bottled grab and go beverages as well. h. Include a small self-serve salad bar during lunch and dinner each day that contains, at a minimum, mixed greens or lettuce, four other vegetables and one protein and is priced at $5.29 per pound with the option to add a fountain beverage for an additional 70 cents. The salad bar must also contain a selection of at least four salad dressing options to include, at a minimum, one low-fat option, and two topping choices, such as croutons or nuts. i. Cooperate with Authority to make additions, modifications, and adjustments to Menu offerings from time to time, as designated by Authority. 10. Access Provide 24 hour/365 day access by Airport Employees to the seating areas and vending machines in the Cafeteria. 11. Security a. Comply with the Authority building security plan and be responsible for security of the Cafeteria. b. Ensure that lighting is adjusted and all equipment in the Cafeteria, with the exception of refrigeration equipment, vending equipment and ice making equipment, has been shut down at the close of each business day. c. Ensure that select lights are left on in the Cafeteria to accommodate Airport Employees who wish to use the vending services and tables outside of the Hours of Operation. d. Ensure that the kitchen and food prep-serving areas of the Cafeteria are secured at the close of each business day in a manner to discourage unauthorized access. Exhibit A, Scope of Work CONTRACT Page 7 of 14

53 12. Packaging a. Provide sturdy carryout packaging for all food and beverage items offered, as determined by the Authority. NOTE: the Authority has a Sustainability Master Plan and expects carryout packaging to be made of materials that are post-consumer recycled and that are recyclable or compostable after use. b. Provide accompaniment items for carryout meals to include napkins, flatware, condiments, and any other items necessary to consume the offered food and beverage items. c. At Company s discretion, and with Authority approval, provide reusable dishes, baskets, or other packaging for food and beverage items that will be consumed in the Cafeteria. If reusable dishes are used, Company must provide a cart for Airport Employees to deposit dishes after completing their meal. 13. Trash and Used Cooking Oil Removal a. Arrange for the sanitary handling and transfer of all trash and waste from the Cafeteria to the trash or waste compactor or dumpster designated for the type of trash or waste, in compliance with the provisions of federal, State, and local sanitation codes. b. Provide for the removal and disposal of used cooking oil (UCO) and other liquid waste from Cafeteria operations. NOTE: UCO and other liquid waste can be stored and transported only in Authority-approved containers and carts which must be sanitary and leak proof. At the sole discretion of Authority, UCO removal services may be provided by the Authority through an authorized third-party. c. Provide initial and on-going training to Personnel in proper handling and removal of UCO and other liquid waste. d. Be responsible for controlling all UCO spills to minimize property damage, personal injury, and damage to the environment. e. Be responsible for clean-up of spills of UCO caused by Personnel. In case of a UCO spill, clean-up must take place immediately f. Maintain UCO spill response equipment and materials in accessible locations near areas where UCO spills are likely to occur. 14. Cardboard Removal Flatten or break down all cardboard packaging and place inside the Authoritydesignated cardboard receptacles. 15. Sustainability The Authority has adopted a Sustainability Master Plan and Company will fully participate in all Airport-wide sustainability initiatives including any new or modified Exhibit A, Scope of Work CONTRACT Page 8 of 14

54 requirements which are implemented during the Contract Term. Initiatives may include, but are limited to, recycling programs, food donation, or composting. Authority, at its sole discretion, may modify sustainability initiatives at any time during the Contract Term. 16. Busing of Tables a. Provide busing service throughout the day, including clearing and cleaning tables as Airport Employees leave, to ensure tables are cleaned and cleared for the next Airport Employees. b. Provide trash receptacles and recycling containers that are easily accessible for Airport Employees to dispose of their trash and recyclable items. Trash receptacles and recycling containers with a multiple capacity unit that separates trash from recyclables and are clearly labeled may be used. All receptacles and recycling containers must be approved by Authority. c. Remove trash from receptacles as needed throughout the day to ensure they do not overflow. d. Sweep floors as necessary between Airport Employee visits. 17. Cleaning and Janitorial Services a. Maintain the Cafeteria in a clean, orderly, and sanitary condition at all times. b. Mop spills at the time they occur in the food preparation and Airport Employee seating areas. c. Thoroughly clean and sanitize tables, table bases and chairs in the Airport Employee seating areas four times per day: immediately prior to opening each day, at the end of the breakfast and lunch periods, and at the close of business each day. d. Submit to the Authority the brand name or manufacturer, along with any applicable Safety Data Sheets, of any cleaning products or materials proposed for use in connection with the Cafeteria operation prior to use of the cleaning product or material. The Authority, at its sole discretion, may reject any cleaning products or materials it considers unsuitable for the purpose or harmful to Cafeteria and Authority-provided equipment surfaces. e. Obtain Authority approval of all equipment used in the performance of the cleaning and janitorial services. f. Maintain floors, including drains, in the Cafeteria. Company may subcontract with a commercial cleaning contractor, subject to approval by the Authority, to accomplish this work. g. Implement the on-going janitorial and cleaning schedule shown in Exhibit E, Cleaning Schedule, to ensure the Cafeteria and Authority-provided equipment meets all cleanliness and sanitation requirements of the Authority by law and as is common for the food service industry. NOTE: Failure by Company to maintain Exhibit A, Scope of Work CONTRACT Page 9 of 14

55 h. the cleanliness and sanitation of the Cafeteria and Authority-provided equipment, as determined by the Authority, may result in the Authority arranging to have the Cafeteria and Authority-provided equipment cleaned by other means and deducting the cost of such cleaning, plus a 15% administrative fee, from the Company s Annual Management Fee or may result in termination of the Contract. i. Provide for the sanitary washing and handling of all equipment, smallwares, and reusable dishes. Company s manual wash, rinse, and sanitize system must be implemented according to all applicable health, sanitary, federal, State, county, and local regulations and laws. 18. Avenue C a. Furnish, install, stock, service and maintain Avenue C displays and associated equipment. b. Provide self service areas or vending machines in the Cafeteria, accessible 24 hours per day. Offerings must include the following: i. Snacks such as chips, crackers, cookies, popcorn, candy bars, granola bars, nuts, and trail mix. ii. Bottled or canned beverages including water, juice, soft drinks, and iced tea. iii. Sandwiches and microwave meals. iv. Additional items of the Company s choice, subject to approval by the Authority. c. Maintain the Authority-provided microwave in the Avenue C area and make available for Airport Employee use 24 hours per day. d. Be responsible for developing and implementing a cleaning schedule for Avenue C and submit such schedule to Authority for approval. e. Maintain any associated equipment to include, but not be limited to, cleaning, repairs and money collection. f. Provide all new or like new temperature controlled coolers and/or freezers or vending equipment as described below: i. 100% fully functional. ii. Signage unscratched. iii. Free of any rust, dirt or dust. iv. Freshly painted appearance. v. Free of nicks, dents, or scratches. vi. No apparent or visible defects or damage. g. Provide consistent inventory management in Avenue C to maintain product in 90% or more of the selections at all times. h. At a minimum, provide weekly inspections of Avenue C for damage, functionality, expired products and inventory replenishment. i. Provide a standardized system/program for refunding monies lost by Airport Employees in processing payments transactions and post the contact instructions on said equipment. Exhibit A, Scope of Work CONTRACT Page 10 of 14

56 j. Ensure all equipment is operational at least 97% of the time. k. Ensure that food and beverage selections in Avenue C are quality, nationally and/or regionally recognized name brands (Note: items containing alcohol or tobacco are not permitted). l. Ensure that all selections are not past the manufacturer s expiration date. m. Ensure at least 15% of the selections in Avenue C meet the Authority definition of healthy options as defined below: i. SNACKS, SANDWICHES AND MEALS 1) Total Fat < 13g or 20% of Daily Value (DV); 2) Saturated Fat < 4g or 20% of DV; 3) Sodium < 480mg or 20% of DV; 4) Cholesterol < 60mg or 20% of DV; and 5) Calories < 300 per serving. ii. BEVERAGES 1) Soda, unsweetened teas and coffees, and flavored waters < 10 calories per serving. 2) All other beverages such as sport drinks < 120 calories per serving. n. Ensure all merchandise units and equipment is American Disabilities Act ( ADA ) compliant. o. Ensure merchandise units and equipment has modern, current mechanical and electronic technology with bill changing capability, credit card acceptance, is electrically efficient with energy miser or other energy saving devices to reduce energy consumption, and is aesthetically acceptable to the Authority. 19. Catering or Event Services a. Upon request and with approval from the Authority, book portions of the Cafeteria for catering or events benefitting Authority employees. NOTE: Any additional costs that may be incurred for catering, such as decorations or equipment purchases, must be pre-approved by the Authority. Catering prices may vary from regular menu prices and are subject to Authority pricing approval in addition to approval by the Contract Manager for the specific catering event. b. Upon request by the Authority and with approval from the Contract Manager, provide catering services to Airport locations other than the Cafeteria. c. Ensure that catering services or events do not interfere, delay or obstruct daily Cafeteria operations and continuous service to Airport Employees during hours of operation. 20. Hazardous Conditions Immediately upon discovery be responsible for the correction of any conditions in the Cafeteria or associated with Cafeteria operations that pose a danger or hazard to persons or property. Exhibit A, Scope of Work CONTRACT Page 11 of 14

57 21. Life Safety & Evacuation Plans a. Comply with the Authority building fire safety plan, including but not limited to, evacuation routes and capacity limitations. b. Immediately notify the Airport Fire Department in the event of fire. c. Ensure all exit doors are unobstructed at all times. d. Ensure sprinklers, smoke detectors, alarm systems, and fire extinguishers are kept in proper working order. Report any sprinkler, smoke detector, alarm system, or fire extinguisher maintenance concerns to the Authority immediately. e. Develop and maintain an updated evacuation plan that is clearly posted and easily accessible to all Personnel. The evacuation plan must include directions to an exit as well as to a gathering place outside the Airport Administrative Offices building. f. Conduct a practice evacuation drill with Personnel at least one time every 12 months. g. In preparation for the occurrence of an evacuation, On-site Manager must designate Personnel on each shift to be responsible for turning off or unplugging all electrical and gas appliances such as grills, flat tops, fryers, stoves, and ovens prior to vacating the Cafeteria. h. Immediately report to the Authority all personal injury occurring within the Cafeteria and all damage to Cafeteria and Authority-provided equipment, whatever the cause. 22. Records and Reporting Requirements a. Immediately record all Cafeteria income received from any source through cash register sales tickets. b. Ensure that any complimentary meals provided by Company are supported by documentation and pre-approved by the Authority. NOTE: Authority does not require Company to provide any complimentary products or meals. The offer of complimentary products or meals is at the sole discretion of Company. c. Provide transaction and sales data (non-certified) for the Cafeteria to the Authority by the 15 th of each month for the previous month. This data reporting frequency may be increased to daily at the request of Authority. d. Submit end of Contract Year financial statements for the Cafeteria, which have been certified by a licensed Certified Public Accountant (CPA) in conformance with Generally Accepted Accounting Principles (GAAP), to the Authority within 6 weeks of the end of each Contract Year. 23. Central Receiving and Distribution Center Follow all Concessions Receiving and Distribution Center (CRDC) policies and procedures as directed by Contract Manager. Exhibit A, Scope of Work CONTRACT Page 12 of 14

58 24. Authority Rights and Responsibilities In addition to other Authority rights and responsibilities set forth elsewhere in the Contract, Authority will have the following rights and responsibilities under the Contract: a. Rights: 1) At its sole discretion, review and inspect the Cafeteria and Company s performance of the requirements including, but not limited to: staffing schedules, training procedures, customer service standards, operating procedures, sales reports, Menu selections and availability, maintenance schedules, food safety and sanitation, cleanliness, health inspection reports, fire safety reports, smallwares, and equipment. 2) Perform, or cause to be performed, work, maintenance, or other requirements which Company has failed to perform and to deduct such sums, plus a 15% administrative charge, from the monthly payment of the Annual Management Fee. 3) Request adjustments to the staffing plan as necessary to meet the needs of Airport Employees. 4) Assess liquidated damages in accordance with this Contract. 5) Withhold from any payment otherwise due and payable to Company such sums as Authority deems necessary to protect itself against failure or delay in performance by Company of its obligation under the Contract, which right may be exercised by Authority with or without revoking or terminating the Contract. 6) Modify this Exhibit A, Scope of Work, as the needs of Airport Employees change. Authority will work with Company to adjust the requirements and associated fees. 7) Make special services related requests of Company with no additional fees to Authority. 8) Require the immediate removal of any Personnel for unsatisfactory performance as directed by the Authority. b. Responsibilities 1) Pay to the Company the Annual Management Fee for services provided to manage and operate the Cafeteria. 2) Provide the Cafeteria (see Exhibit C) to Company free of rent, electric, natural gas, water, sewer, and utility charges. Company will receive no remedy against Authority in case of interruption of any utilities provided by Authority. 3) Provide CRDC logistics services for the Cafeteria operation at no cost to the Company. 4) Provide designated location(s) on Airport property where Personnel may purchase parking spaces at the current rate charged to other Airport tenants. Exhibit A, Scope of Work CONTRACT Page 13 of 14

59 5) Provide free Wi-Fi service for Airport Employees in the seating area of the Cafeteria. Company will receive no remedy against Authority in case of interruption of Wi-Fi service provided by Authority. 6) Provide local telephone and computer STS services from the Authority ITS Department at no additional charge. Company will receive no remedy against the Authority for STS services interruption. NOTE: Long distance calling capabilities will not be provided by Authority. 7) Provide the equipment listed as Authority-provided equipment in Attachment B. 8) Provide trash and waste disposal from designated compactors and dumpsters at the Airport. 9) Provide Cafeteria marketing and awareness to Airport Employees. 10) Provide, or subcontract for, pest control services in and around the Cafeteria. 11) Maintain fire alarms, sprinklers, and fire extinguishers in the Cafeteria. Maintain sprinklers and smoke detectors as required by law, including all required upkeep, repairs, and testing. 12) Install and replace lighting in the Cafeteria. 13) Provide structural maintenance of the Administrative Offices building enclosing the Cafeteria, including the roof, beams, and electrical wiring and pipes leading into the Cafeteria. 14) Maintain the Metasys HVAC building controls system to provide HVAC to the Cafeteria. {Remainder of page intentionally left blank) Exhibit A, Scope of Work CONTRACT Page 14 of 14

60 Exhibit B Fees and Payments Annual Management Fees All fees and charges hereunder will commence on the Commencement Date and will continue as set forth in the Contract. Company must invoice Authority on a monthly basis by the 10 th of each month for the previous month s services in an amount equal to 1/12 th of the annual management fee. Invoice payment terms will be Net 30 days from date of receipt of a complete invoice. Year Annual Management Fee Year 1 (partial year, Annual Management Fee will $287,000 be pro-rated) Year 2 $287,000 Year 3 Year 4 Year 5 Year 6 (partial year, Annual Management Fee will be pro-rated) TBD TBD TBD TBD Subject to the terms and conditions set forth herein, Authority and Company agree that at Authority CEO s sole discretion, Authority may modify, upon written notice to Company, the Annual Management Fee, provided that such modification may not occur until the end of the second full Contract Year. No such modification to the Annual Management Fee may result in an annual rate decrease and any increase may not exceed ten percent (10%) of the then applicable Annual Management Fee. Exhibit B, Fees CONTRACT Page 1 of 1

61 Exhibit C Cafeteria Layout & Equipment List Exhibit C, Cafeteria Layout & Equipment List CONTRACT Page 1 of 1

62

63

64

65

66 Exhibit D Menu and Pricing Exhibit D, Menu and Pricing CONTRACT Page 1 of 1

67

68 The Grill Daily Breakfast Offerings Eggs (scrambled or fried) $.90 Pancake $1.07 French Toast $2.29 (2 pieces) Hash browns $1.69 Home fries $1.69 Egg, Cheese and Bacon Sandwich/Wrap/Biscuit $3.08 Egg, Cheese and Sausage Sandwich/Wrap/Biscuit $3.08 Egg, Cheese and Ham Sandwich/Wrap/Biscuit $3.08 Omelets with your choice of toppings $3.49-$4.19 Daily Breakfast Specials/Combos $2.99-$3.99 Daily Lunch Offerings Hamburger $3.24 Cheeseburger $3.64 Double Cheeseburger $4.64 Grilled Chicken Breast $4.89 Fried Chicken Breast Sandwich $4.89 Chicken Tenders $3.89 (3) Chicken Nuggets $2.89 (8) Corn Dog $2.03 Hot Dog $2.03 Fries $1.69 Onion Rings $2.66 Grilled Cheese on Texas Toast $2.89 BLT $3.69 Daily Lunch Special/Combos $4.99- $6.99

69 Scrambled Egg $.90 Sausage (patty/link) $1.09 Bacon $.99 Turkey Bacon $.99 Turkey Sausage $.99 Tater Tots $1.69 Breakfast Buffet Daily Breakfast Offerings Biscuit $.95 Country Gravy $.69 Ham $1.89 Grits $1.39 Oatmeal $2.25 Daily Fresh Baked Offerings Bagels $1.49 Scones $2.69 Danishes $2.69 Croissants $1.97 Cinnamon Rolls $1.97 Sliced Bread $1.06 (2 slices) Muffins $1.99 Fruit Breads $2.49

70 Daily Entrée Station Entrees $3.49-$4.29 Sides $1.34

71 2.mato $2.46 $2.85 $2.85 $2.85 $3.10

72 Sample Action Stations Pasta Bar Pasta - Cavatelli, Farfalle, Fusilli, Penne Meat - Chicken, Sausage or Ground Beef Vegetables - Peppers, Broccoli, Onions, Squash, Spinach, Mushrooms Sauce Alfredo, Marinara or Pesto Condiments - Asiago, Provolone, Mozzarella, Parmesan, Garlic Bread, Crushed red peppers, Garlic Olive Oil Action Station $4.99-$6.99 Chicken Caesar Grilled Chicken, Romaine Lettuce, Parmesan Cheese Tossed with Creamy Caesar Dressing and Baked Garlic Croutons Risotto Bar Mushrooms - Portobello, Crimini, Button, Shitake Arborio Rice Sautee with Garlic, White wine, Parmesan Cheese and Extra Virgin Olive Oil Spinach, Sundried Tomatoes, Caramelized Onions, Roasted Peppers, Broccolini

73 On the Go / Hot Beverages Daily Offerings Assorted Cakes $1.99 Cookies $1.85 (3) Pies $1.99 Yogurt Parfait $1.99 Pudding Parfait $1.99 Cobbler $2.29 Yogurt Cups $1.53 Assorted Sandwiches $4.79-$6.99 Assorted Salads $1.75- $5.99 Farmers Brothers Coffee (regular and decaffeinated) Sm $1.79 Med $2.19 Lg $2.59 Iced Coffee Sm $1.79 Med $2.40 Lg $2.99 Assorted Bigelow Tea $1.11 Hot Chocolate $2.15

74 Exhibit E Cleaning Schedule Exhibit E, Cleaning Schedule CONTRACT Page 1 of 1

75 Cleaning Schedule Template Unit Name: Unit Number: Associate: Highlight Task Performed and Sign in Performed By Column Master Cleaning Schedule Completed Daily, Weekly and Deep Cleaning Schedules should be kept on file for a minimum of 90 Days Manager: Check off Task Performed and Sign in Managers Approval Column Cleaning Frequency Equipment/Surface Daily Weekly Deep Cleaning Date Performed By Managers Approval Dining Room Tables X Monthly Dining Room Microwaves X Monthly Salad Bar X Monthly Soup and Baked Potato Station X Monthly Starbucks Countertops and Sink X Monthly Starbucks Coolers X Monthly Starbucks Coffee Urns X Monthly Deli Countertop X Monthly Deli Display Cooler X Monthly Deli Prep Cooler X Monthly Airscreen X Monthly Hot Line Serving area X Monthly Hot Box X Monthly Grill Countertops and Sink X Monthly Grill Flat Top X Monthly Grill Fryers X X Boiled Out Quarterly Grill Coolers X Monthly Grill Sandwich Slide X Monthly Kitchen Front Line Tables and Sinks X Monthly Kitchen Front Line Ovens X Monthly Kitchen Front Line Steamer and Kettles X Monthly Kitchen Front Line Range and Flattop X Monthly Kitchen Front Line Fryers X X Boiled Out Monthly Equipment/Surface Daily Weekly Deep Cleaning Date Performed By Managers Approval Kitchen Front Line Tilt Skillet X Monthly Kitchen Dry Storage X Monthly Ice Machine X Monthly Back Line 3 Compartment Sink X Monthly Back Line Salad Prep Area X Monthly Back Line Catering Table X Monthly Back Line Mixer X Monthly Back Line Slicer X Monthly Back Line Prep Table X Monthly 3 Compartment Sink X Monthly Dishwasher X Monthly Dish Racks X Quarterly Pots and Pans Rack and Table X Quarterly Walk In Freezer X Quarterly Walk In Cooler (Meat and Dairy) X Quarterly Walk In Cooler (Produce) X Quarterly Cafeteria Floors X Monthly Starbucks Floors X Monthly Deli Floors X Monthly Hot Line Floors X Monthly Grill Floors X Monthly Kitchen Front Line Floors X Monthly Kitchen Back Line Floors X Monthly Kitchen Dishwasher Area Floors X Monthly Kitchen 3 Compartment Sink Floors X Monthly Kitchen Dry Storage Floors X Monthly Walk In Cooler Floors (Produce) X Monthly Walk In Cooler Floors ( Meat and Dairy) X Monthly Walk in Freezer Floors X Monthly Walls and Floor Coving X X Monthly Copyright 2001, Compass Group USA, Inc.

76 Exhibit F Staffing Guide Exhibit F, Staffing Guide CONTRACT Page 1 of 1

77 Staffing Chart TIA - Weekly Schedule 1st Shift Friday Saturday Sunday Monday Tuesday Wednesday Thursday Total Hours Director - Salary 7:00am - 5:00pm 7:00am - 5:00pm 7:00am - 5:00pm 7:00am - 5:00pm 7:00am - 5:00pm 50 Chef - Salary 5:00am - 3:00pm 5:00am - 3:00pm 5:00am - 3:00pm 5:00am - 3:00pm 5:00am - 3:00pm 50 Cook 3:30am - 12:00pm 3:30am - 12:00pm 3:30am - 12:00pm 3:30am - 12:00pm 3:30am - 12:00pm 40 Cook 3:30am - 12:00pm 3:30am - 12:00pm 16 Grill 4:00am - 12:30pm 4:00am - 12:30pm 4:00am - 12:30pm 4:00am - 12:30pm 4:00am - 12:30pm 40 Grill 4:00am - 12:30pm 4:00am - 12:30pm 16 Deli 8:00am - 4:00pm 8:00am - 4:00pm 8:00am - 4:00pm 8:00am - 4:00pm 8:00am - 4:00pm 37.5 Deli 8:00am - 4:00pm 8:00am - 4:00pm 15 Server 4:30am - 1:00pm 4:30am - 1:00pm 4:30am - 1:00pm 4:30am - 1:00pm 4:30am - 1:00pm 40 Server 4:30am - 1:00pm 4:30am - 1:00pm 16 Cashier 4:30am - 1:00pm 4:30am - 1:00pm 4:30am - 1:00pm 4:30am - 1:00pm 4:30am - 1:00pm 40 Cashier 10:00am - 2:30pm 10:00am - 2:30pm 10:00am - 2:30pm 10:00am - 2:30pm 10:00am - 2:30pm 25 Cashier 4:30am - 1:00pm 4:30am - 1:00pm 16 Cashier 6:00am - 2:30pm 6:00am - 2:30pm 16 Utility 7:00am - 3:30pm 7:00am - 3:30pm 7:00am - 3:30pm 7:00am - 3:30pm 7:00am - 3:30pm 40 Utility 7:00am - 3:30pm 7:00am - 3:30pm nd Shift Supervisor - Hrly 1:30pm- 10:00pm 1:30pm- 10:00pm 1:30pm- 10:00pm 1:30pm- 10:00pm 1:30pm- 10:00pm 40 Cook 2:00pm - 9:30pm 2:00pm - 9:30pm 2:00pm - 9:30pm 2:00pm - 9:30pm 30 Grill / Deli 1:00pm - 9:30pm 1:00pm - 9:30pm 1:00pm - 9:30pm 1:00pm - 9:30pm 1:00pm - 9:30pm 40 Grill / Deli 1:00pm - 9:30pm 1:00pm - 9:30pm 16 Server 3:30pm - 8:30pm 3:30pm - 8:30pm 3:30pm - 8:30pm 3:30pm - 8:30pm 3:30pm - 8:30pm 25 Server 3:30pm - 8:30pm 3:30pm - 8:30pm 10 Cashier 1:00pm - 9:30pm 1:00pm - 9:30pm 1:00pm - 9:30pm 1:00pm - 9:30pm 1:00pm - 9:30pm 40 Cashier 1:00pm - 9:30pm 1:00pm - 9:30pm Hot Line Service Grill Service Total Breakfast 5:00am - 10:00am 5:00am - 9:00pm Lunch 11:00am - 2:00pm Deli Service Dinner 5:00pm - 8:00pm 11:00am - 9:00pm