GREENVILLE-SPARTANBURG AIRPORT DISTRICT

Transcription

1 GREENVILLE-SPARTANBURG AIRPORT DISTRICT REQUEST FOR PROPOSALS TO LEASE, DEVELOP AND OPERATE FOOD AND BEVERAGE CONCESSIONS AT GREENVILLE-SPARTANBURG INTERNATIONAL AIRPORT MARCH 1, 2012 The Greenville-Spartanburg Airport District ( the District ) invites the submission of proposals to lease, develop, and operate Food & Beverage Concessions at Greenville-Spartanburg International Airport (the Airport ). Proposals prepared in accordance with the instructions stated in this Request for Proposals ( RFP ) will be received by the District until the due date and time listed below. One original and three copies of the proposals shall be submitted in a sealed envelope or container, as well as one copy of the proposal on CD or flash drive. Each envelope or container must be clearly marked on the outside with the notation Request for Proposals, Food & Beverage Concessions. Respondent s name and address must be on the outside of the envelope or container. Deliver responses to: Greenville-Spartanburg Airport District 2000 GSP Drive, Suite 1 Greer, SC Attn: David Edwards PROPOSALS SUBMITTED IN RESPONSE TO THIS RFP WILL BE ACCEPTED UNTIL: 2:00 P.M. LOCAL TIME, APRIL 20, 2012 Late proposals will not be considered for selection and will be returned to the respondent unopened. The District is not responsible for late or misdirected delivery of proposals. Interested parties are strongly encouraged to attend the pre-proposal conference at the time and location described below. Please note that this will be the only opportunity for interested parties to tour the Airport facilities. Representatives of the Airport will be available during the meeting to answer questions. The Pre-Proposal Conference will be held at: Greenville-Spartanburg International Airport Conference Room 10:00 a.m. Eastern Time, March 13,

2 GREENVILLE-SPARTANBURG AIRPORT DISTRICT REQUEST FOR PROPOSALS TO LEASE, DEVELOP AND OPERATE FOOD AND BEVERAGE CONCESSIONS AT GREENVILLE-SPARTANBURG INTERNATIONAL AIRPORT MARCH 1, 2012 CONTENTS A. Request for Proposals Summary Summary of Terms and Conditions Concession Program Goals... 5 B. Terminal Project Background and Concessions Program Greenville-Spartanburg International Airport Terminal Improvement Program Historical Activity... 8 C. Submission, Selection and Contracting Procedures Schedule Proposal Due Date and Time Minimum Qualifications Questions and Interpretation of RFP Pre-Proposal Conference Submission of Multiple Proposals Proposal Withdrawal District s Right to Cancel, Reject or Reissue RFP Evaluation Procedure Award and Execution of Concession Agreement Selection Criteria Consent to Investigation Respondent s Cost of Proposal Preparation Ownership Representation by Brokers Disclaimer ANTI-LOBBYING PROVISIONS D. Scope and Conditions of the Offered Concessions Overview Assigned Premises Capital Investment and Improvements Term of Concession Agreement Compensation to the District Airport Concession Disadvantaged Business Enterprise Requirements Non-Exclusivity Value Pricing Other Terms and General Conditions E. Merchandising Plan and Concepts

3 Greenville-Spartanburg Airport District Request for Proposals F. Proposal Format and Instructions Appendix 1 Form of Lease and Concession Agreement Appendix 2 Required Proposal Forms

4 Greenville-Spartanburg Airport District Request for Proposals A. REQUEST FOR PROPOSALS SUMMARY 1. Summary of Terms and Conditions Offered Concessions The Greenville-Spartanburg Airport District (the District ) is offering food & beverage concessions totaling approximately 4,454 square feet in five locations at Greenville-Spartanburg International Airport (the Airport ), plus seating areas of approximately 2,434 square feet. The Selected Respondent will have the non-exclusive right to develop and operate these facilities. Due Date Proposals are due on or before 2:00 p.m. Eastern Time on April 20, Pre-Proposal Conference The District will conduct a pre-proposal conference to further describe the offered concessions, answer questions from attendees, and provide a tour of the Airport facilities. Interested parties are strongly encouraged to attend. The conference will be held 10:00 a.m. Eastern Time on March 13, Question Deadline Minimum Qualifications ACDBE Participation Lease Term Any questions or comments regarding this RFP must be submitted in writing no later than 4:00 p.m. Eastern Time on March 23, The District has established minimum qualifications for respondents in regards to financial capability, experience, and other considerations. The minimum qualifications are set forth in Section C.3. The District has established the following ACDBE participation goal 17.7% of gross revenues for food & beverage concessions. Transition Term begins on the date the Interim Premises are delivered by the District to the Selected Respondent. The Transition Term shall include the period required for finish-out of the Assigned Premises both prior to the opening of the new Terminal areas to the public and during the period the new Terminal areas are partially open to the public and shall terminate on the last day of the calendar month in which the casual dining/bar in the atrium area of the Terminal opens for business, but in no event later than 120 days after the District delivers the casual dining/bar location to the Concessionaire. Primary Term shall commence upon the expiration of the Transition Term and shall continue for 10 years. 4

5 Greenville-Spartanburg Airport District Request for Proposals Concession Fee Minimum Capital Investment The greater of: 1) percentage fee as proposed by the Selected Respondent or 2) the minimum annual guarantee (the MAG ) as set by the District and described below. The District has established a minimum average capital investment in leasehold improvements of $ per square foot for food & beverage concessions (excluding seating areas; however, the Selected Respondent is responsible for furnishing the seating areas). 2. Concession Program Goals The District has established the following goals for the concessions program: First Class Concessions Balance of Local and National Branded Concepts Innovative and Creative Program High Level of Customer Satisfaction The District desires a first-class food & beverage program that offers a broad variety of popular food options, featuring fresh, superior quality products in a customer friendly environment. The District and passengers alike desire a unique food & beverage program reflective of the culture of the Greenville-Spartanburg area that offers a balance of both national brands and well-known local branded concepts. The District intends to select a respondent who will create an innovative concessions program with respect to concepts, themes, and facility designs that complement the design of the Airport. The District intends to select a respondent who will provide high levels of customer satisfaction through first class service and quality products and services at reasonable prices. 5

6 Greenville-Spartanburg Airport District Request for Proposals B. TERMINAL PROJECT BACKGROUND AND CONCESSIONS PROGRAM 1. Greenville-Spartanburg International Airport Greenville-Spartanburg International (the airport) is located in the city of Greer, South Carolina, approximately midway between the cities of Greenville and Spartanburg. More than 1.7 million passengers per year are served by 7 major airlines offering on average 50 non-stop daily departures to 18 major cities across the United States. The 2011 enplanements totaled 886,103 and are expected to continue growing significantly in the coming years. Low-fare carrier Southwest Airlines began service to the airport in 2011 and as a result, airport officials expect the number of enplaned passengers to reach 1,000,000 by the end of calendar year Terminal Improvement Program In a competitive marketplace where airports must proactively work to capture passengers and airlines to grow and serve their respective communities, it is essential to maintain convenient, efficient and sustainable facilities as a part of its continual process of improvement. The Greenville-Spartanburg Airport Commission recognized the need for improvements to its terminal facilities to retain and recapture its natural market share of passengers. Part of that strategy is to provide passengers with the amenities and level-of-service they expect, to provide airlines with operationally efficient facilities at a competitive price, and to establish a flexible plan for further growth in the future. Background Greenville-Spartanburg International Airport opened in 1962 as a multi-county regional airport to serve the commercial service aviation needs of Greenville and Spartanburg and the surrounding communities that make up The Upstate region of South Carolina. While the airport has undergone improvements and expansions over the half-century since it was established, much of its original infrastructure remains in use and is a testament to the vision and planning that led to its design. The original terminal building was also constructed in 1962 and has seen one significant expansion that was completed in Its design is a classic example of mid-20th Century modern. The terminal was designed as a modernist interpretation of the Greek Parthenon. Its simple, rectangular shape with modern peristyle in gleaming white stood as a bold temple to the modern age in an era when the region was firmly rooted in the traditional. Its expansion in 1989 maintained this style while more than doubling the size of the terminal building. Over the years, the terminal site has changed. Two parking garages have been added that frame the view of the original 1962 terminal façade in classical fashion as travelers approach by car; and, the trees that were planted so many years ago have reached maturity and surround the area like a college campus. While the power and beauty of the original plans remain as envisioned in 1962, the community and the aviation industry have changed. As a result the GSP Airport Commission recognized the need to expand and improve the facilities to meet the challenges of today s travelers and airlines; and, to create a new look and feel to the terminal that respects its original aesthetic but also provides an image that reflects the current Upstate community. The design goals were established through various stakeholder meetings that served to guide the design process. 6

7 Greenville-Spartanburg Airport District Request for Proposals Technical Goals: Design to meet the Space Program to accommodate 2.0 million annual enplaned passengers in the ultimate build-out of the terminal. Design the terminal for Phase 1, with the future Phase 2 expansion considered. Expand and improve the passenger screening checkpoint facilities. Provide a more automated baggage screening process. Enhance the concessions program through more variety, choice, and location options. Design for efficient operations by the tenants: airlines, concession, rental cars, TSA, etc. Minimize operational and maintenance costs. Provide sustainable design with reasonable payback. Update the facility s technology systems. Meet the established budget. Provide a comprehensive way finding signage program. Aesthetic and Experiential Goals: Retain and respect the historic qualities of the existing terminal. Add architectural character to reflect the current Upstate community. Bring more natural light into the terminal. Add more warmth to the palette of colors and finishes of the terminal. Enhance the visitor s experience through the terminal. Project Scope The Design Concept retains much of the existing terminal building, renovating the public portions to refresh a year old facility, and replacing the terminal s limited Level 2 with a new, larger Level 2. It includes retaining the existing mechanical plant and core basement eliminating construction of a new mechanical plant, providing no expansion of Level 3 public areas (not including access, i.e., stairs, elevators, escalators, etc.) in the core leaving only mechanical/utility spaces on that level, providing some amount of mechanical/utility space on Level 2 of the core, providing passenger screening and concessions on Level 2, providing a baggage screening area on Level 1 and providing a bag makeup area on Level 1. The concept includes staged construction of areas and components of renovation, demolition and new construction resulting in approximately 370,000 SF of new terminal spaces, renovated terminal spaces and new curbside canopy. Approximately half of the terminal spaces are planned to be in 7

8 Greenville-Spartanburg Airport District Request for Proposals existing renovated structures and half in new construction. In the future, but not included in this improvement program, the Concept provides the definition for additional Gates/Holdroom on Concourse B and a second Bag Claim Lobby to the north of the Ticket Lobby to match the south Bag Claim Lobby. Future road modifications would re-route the terminal road around Parking Garage B to provide a useful curbside outside the future north Bag Claim wing. The Terminal Improvement Program construction will begin in the summer of 2012 and is estimated to be completed in early Historical Activity Concession Facilities: The existing food and beverage program at the Airport is comprised of a landside full-service restaurant as well as two airside snack shops on the concourses. The current retail program includes one large landside news and gift shop and two news walls on the concourses. In 2011, total concession sales reached approximately $4.6 million. Food and beverage sales totaled nearly $2.9 million in 2011, or $3.23 per enplaned passenger. Retail sales accounted for $1.70 million in sales, or $1.93 per enplaned passenger. Concession sales are expected to improve significantly with the relocation of the security checkpoint. The relocation of the checkpoint leaves the atrium area, and therefore the vast majority of concession space, post-security. Enplanement Activity From 2010 to 2011, enplanements increased significantly due to the addition to Southwest Airlines. Enplanements increased from 641,583 in 2010 to 886,103 in Preliminary enplanement projections for the Airport through 2015 are shown in the table below. This projection is provided for informational purposes only and is subject to change. No assurance can be given as to the levels of aviation activity that will be achieved at the Airport in the future. Future traffic at the Airport is sensitive to a variety of factors including: (1) the growth in population and economy of the area served by the Airport, (2) national and international economic conditions, (3) air carrier economics and air fares, (4) the availability and price of aviation fuel, (5) air carrier service and route networks, (6) the capacity of the air traffic control system, and (7) the capacity of the Airport/airways system. Slow or negative traffic growth in many areas; increased competition among air carriers; consolidation and mergers among air carriers; increased fuel, labor, equipment and other costs; and changes in the availability and cost of capital have combined recently to reduce profits materially or to cause losses for some air carriers. Accordingly, the District does not guarantee the accuracy of this projection or that the current market share at the Airport will continue. Table 1 Historical and Forecasted Enplanements Actual Enplanements Forecasted Enplanements , , ,000 1,025,000 1,075,000 1,130,000 8

9 Greenville-Spartanburg Airport District Request for Proposals Airline Market Share For the period March through December 2011 (after Southwest began operations at the Airport), Delta Airlines comprised 29% of the Airport market share followed by Southwest Airlines, and US Airways. Figure 1 March December 2011 Airline Market Share Continental 8% American 5% United 9% Delta 29% Allegian 9% US Airways 17% Southwest 23% Airline terminal locations are provided below in Table 2 for information purposes. Note the District does not guarantee airline terminal locations will remain the same in the coming years. Table 2- Airline Terminal Locations Airline Locations Concourse A: Concourse B: Southwest Delta US Airways American Allegiant United Continental Charters 9

10 Greenville-Spartanburg Airport District Request for Proposals 1. Schedule C. SUBMISSION, SELECTION AND CONTRACTING PROCEDURES The District has adopted the following tentative schedule for the submission of proposals; the selection, award and contracting of concessions; and the commencement of concession operations under this RFP: March 1, 2012 March 13, 2012 March 23, 2012 April 20, 2012 Release of RFP Pre-Proposal 10:00 a.m., ET Deadline for written 4:00 p.m., ET Proposal Due 2:00 p.m., ET The schedule is subject to change without liability to the District. 2. Proposal Due Date and Time One original and three copies of submitted proposals must be received by the District at the address specified herein no later than 2:00 p.m. Eastern Time on April 20, 2012 (the Proposal Due Date ). Late proposals will not be considered for selection and will be returned to the respondent unopened. The District is not responsible for late or misdirected delivery of proposals. No oral, facsimile, telephone or proposals will be accepted. 3. Minimum Qualifications The District has established the following qualifications that a respondent should meet in order to be considered a qualified respondent. The District, in its sole discretion, will determine if a respondent is qualified and will base its decision on the information included in the proposal as well as its own investigations. Financial Capability Respondent for itself, including joint venture partners as appropriate and proposed subtenants must provide evidence of its ability to finance and undertake the monetary commitments required to successfully develop, construct and operate the proposed concessions. Generally, this means that the respondent, including proposed subtenants separately, must have a) total capitalization greater than the sum of proposed investment and a working capital allowance equal to three months of projected sales, and b) a capital structure for the proposed concession generally comparable to the respondent s overall capital structure. Experience Respondent Respondent, including a majority interest of joint venture partners as appropriate, should provide evidence that it has the necessary airport experience and capacity to fulfill the scope of the offered concessions. At a minimum, Respondent should have at least three years of continuous experience, within the last five years, in the ownership, management and/or operation of a business that is similar to that which is contemplated under this RFP. 10

11 Greenville-Spartanburg Airport District Request for Proposals Airport Concession Disadvantaged Business Enterprise Participation Respondents must submit a ACDBE Plan that (1) provides participation by ACDBEs in the ownership of the offered concessions equal to at least 10% of the gross revenues of the concession, or (2) demonstrates Good Faith Efforts by Respondent to achieve the ACDBE participation goals. Outstanding Claims and Litigation Respondent must not be in default or arrearage under any previous or existing contract(s) with the District, the State of South Carolina, or any political subdivision of the State of South Carolina. The District reserves the right to disqualify any respondent, or any constituent entity of respondent, that has pending litigation, claims, or debts with the District, or if such proposal includes a proposed subcontractor, sublessee or supplier that has pending litigation, claims, or debts with the District, if the District determines, in its sole discretion, such litigation, claims, or debts may adversely affect the ability of the parties to work efficiently and effectively under the contract contemplated by the RFP. Conflict of Interest No employee or official of the District, the State of South Carolina, or any political subdivision of the State may have any direct or indirect interest, financial or otherwise, in the respondent, including, but not limited to, any joint venture partners or sublessees. 4. Questions and Interpretation of RFP Prospective respondents having questions about this RFP, or the District, Airport, or planned concessions program, must submit them in writing to the address below: Greenville-Spartanburg Airport District 2000 GSP Drive, Suite 1 Greer, SC Attn: David Edwards DEdwards@gspairport.com Any extensions or changes in the RFP will be posted on the Airport s website, which is The District will not answer any questions verbally, or discuss this RFP with any individual or entity. All questions must be submitted in writing and received by the District prior to the Deadline for Questions set forth above. Questions asked in a public forum at the Pre-Proposal Conference shall be deemed properly submitted, provided that the questioner has identified himself or herself. Responses to all properly submitted questions (including questions asked during the pre-proposal meeting), as well as any clarifications, interpretations, or changes to this RFP by the District, will be provided in one or more addenda to be posted on the District s website: Respondents may rely only on an explanation, clarification, interpretation, approval or answer 11

12 Greenville-Spartanburg Airport District Request for Proposals made by written addendum. The District advises prospective respondents to frequently check the web site for any addenda that may be issued. The District will not respond to any oral requests and will not be responsible for any oral instructions. 5. Pre-Proposal Conference A Pre-Proposal Conference will be held at 10:00 a.m. Eastern Time on March 13, 2012 at the following location: Greenville-Spartanburg International Airport Conference Room 10:00 a.m. Local Time, March 13, 2012 The purpose of this conference will be to: (1) discuss the concessions program, including the District s goals and objectives for the concessions program, planned modifications and improvements and the scope of common area construction; (2) review the requirements of the RFP, as set forth herein; and (3) accept questions from prospective respondents and other interested parties. Representatives of the Airport will be available to address such questions, as well as questions properly submitted, in accordance with the instructions in Section C(4), Questions and Interpretation of RFP, prior to the Pre-Proposal Conference, to the extent practical, subject to the restrictions of the District s procurement procedures. However, the District reminds prospective respondents and others that presentations, discussions, announcements and verbal answers to questions offered at the Pre-Proposal Conference are not considered authoritative and, therefore, should not be relied upon in the preparation of responses to this RFP. Generally available presentation material and a listing of all questions asked at the conference, as well as those submitted prior to the conference, and the answers thereto, will be compiled and reduced to official written responses in accordance with the provisions of Section C(4), Questions and Interpretation of RFP. All interested parties are strongly encouraged to attend. Immediately following the Pre-Proposal Conference at the same location, an optional tour of the Airport will be offered. Please note this will be the only opportunity for prospective respondents to inspect existing spaces in order to estimate for themselves the extent of necessary demolition and reconfiguration. 6. Submission of Multiple Proposals No respondent shall submit more than one proposal in response to this RFP. Collusion among respondents, the submission of more than one proposal under different names by any entity or individual, or an ownership interest in more than one respondent by any entity or individual shall be cause for rejection of all such proposals without consideration. Entities or individuals who do not have a majority ownership interest in any respondent, may be included as minority-interest owners or subtenants in any number of proposals. The District has issued other concession Requests for Proposals on the same day as this RFP. Interested respondents may respond to one or more of the RFPs in accordance with the terms and conditions of each RFP. In particular, a respondent must submit a separate, 12

13 Greenville-Spartanburg Airport District Request for Proposals complete proposal for each RFP to which it responds. The District reserves the right to award multiple concession contracts to any respondent if the District determines, in its sole discretion, that such awards are in the best interests of the District. 7. Proposal Withdrawal A respondent may withdraw its proposal by written request prior to the Proposal Due Date and time. Such withdrawal does not preclude the submission of another timely proposal. After the Proposal Due Date and time, no respondent will be permitted to withdraw its proposal. The submission of a proposal will constitute a valid offer subject to acceptance by the District for a period of 90 calendar days following the Proposal Due Date. 8. District s Right to Cancel, Reject or Reissue RFP The District reserves the right to reject any or all proposals and to invite new proposals, or take such other course of action as the District deems appropriate at the District s sole and absolute discretion. The District reserves the right to: Waive any informality, technicality or omission in any proposal or proposing procedure. Reject any or all proposals. Reject any portion or portions of a proposal. Reissue the RFP with modification. Specify approximate quantities in the RFP. Modify the locations and sizes of the offered space. Negotiate all proposal elements. Any one or more of the following, among others, may be considered sufficient for the rejection of any respondent s proposal, regardless of such respondent s qualifications in respect to the Selection Criteria: Evidence of collusion among respondents. Non-responsibility, as determined by the District in its sole judgment, as shown by past work, references or other relevant factors. Default on any existing obligation to the District, including debt contract, as surety or otherwise. Submission of a proposal that is incomplete, conditional, ambiguous, obscure or that contains alterations or irregularities of any kind. 13

14 Greenville-Spartanburg Airport District Request for Proposals 9. Evaluation Procedure All proposals submitted in a timely manner will be reviewed by an evaluation committee (the Committee ), which will review proposals for completeness of required elements and conformance with the minimum qualifications, and award selection criteria points to each proposal based on Selection Criteria stated herein (Section C(11), Selection Criteria ). Respondents may be invited to one or more interviews with the District to discuss specific issues related to their proposals. Invited respondents will be given notice of the time and date of their interviews at the appropriate time. The Committee will then forward a report of its assessment of qualifications and responsiveness, awarded selection criteria points and recommendations for award and approval by the Greenville-Spartanburg Airport Commission (the Commission ). All recommended awards are subject to approval by the Commission and execution of a mutually acceptable Lease and Concession Agreement (hereinafter referred to as the Concession Agreement ). 10. Award and Execution of Concession Agreement It is the District s intent to award the concessions offered by this RFP to the qualified and responsive respondent who offers the best overall proposal for each package in consideration of the Selection Criteria (Section C(11), Selection Criteria ), consistent with the terms and conditions of this RFP. No later than 15 business days following Notice of Award by the District, a Selected Respondent must execute and deliver to the District the Concession Agreement as negotiated by the District and the Selected Respondent. The Concession Agreement will incorporate provisions of this RFP, the Selected Respondent s proposal, other terms and conditions to be negotiated, and be substantially similar to the Draft Form of Concession Agreement attached hereto (Appendix 2). The District reserves the right to make other modifications to the Draft Form of Agreement prior to issuing to the Selected Respondent for execution. In addition to the partially executed Draft Form of Concession Agreement, the Selected Respondent must deliver a performance bond or an irrevocable letter of credit equal to 50% of the first year MAG and evidence of insurance, all as described in the Draft Form of Concession Agreement. Upon receipt of the required items, the President will execute the Concession Agreement on behalf of the District, after the award is presented and approved by the Commission. If a Selected Respondent fails to execute and deliver the Concession Agreement, or fails to deliver a performance bond or irrevocable letter of credit and evidence of insurance, within 15 business days after said Notice of Award, the District reserves the right to withdraw the selection and reject the proposal as non-responsive. In such event, all rights and/or claims purported to arise from said selection will be forfeited. Further, the respondent will forfeit its Proposal Bond, not as a penalty, but as liquidation of damages to the District. 14

15 Greenville-Spartanburg Airport District Request for Proposals 11. Selection Criteria The criteria listed below (Table 3) will be considered in the evaluation of proposals together with any other criteria that the Committee deems appropriate. No one criteria or combination of criteria will be used to control the selection of the best overall proposal. 12. Consent to Investigation The District s determination as to whether a respondent is qualified and responsive will be based on information provided by the respondent in its proposal, interviews (if applicable) and other sources deemed to be valid and reliable by the District. A concession will not be awarded until all investigations of the respondent s business experience, financial responsibility and character are completed to the District s satisfaction. By submitting a proposal, a respondent consents to any such investigations and agrees to cooperate therewith. 13. Respondent s Cost of Proposal Preparation All costs directly or indirectly related to preparation of a response to this RFP, or any interview required to supplement and/or clarify a proposal that may be required by the District shall be the sole responsibility of and shall be borne by the respondent without recourse to the District. 14. Ownership All proposals and supplementary material will become the property of the District. 15. Representation by Brokers The District will not be responsible for any fees, expenses or commissions for brokers or their agents. Communications by or between officers and employees of or consultants to the District and any potential or actual respondent broker or agent are not to be construed as an agreement to pay, nor will the District pay any such fees, expenses or commissions. Respondent must hold the District harmless from any claims, demands, actions or judgments in connection with any such broker fees, expenses or commissions. 16. Disclaimer The information contained in this RFP and its attachments, exhibits and appendices hereto, and any addendum that may be issued, is provided to assist prospective respondents in the preparation of proposals. Respondents should satisfy themselves by personal investigation or such other means as they may think necessary as to the conditions affecting the offered concessions. The information shown herein has been obtained from sources thought to be reliable, but the District and its Commission Members, officers, employees, agents and contractors, are not liable for the accuracy of the information or its use by prospective respondents. 17. ANTI-LOBBYING PROVISIONS Except as otherwise provided herein, all respondents will refrain, under penalty of disqualification, from direct or indirect contact to any Commissioner or District staff after the pre-proposal through the award of contract. 15

16 Greenville-Spartanburg Airport District Request for Proposals Table 3 Selection Criteria Experience and Qualifications 15 points The Committee will consider the experience and qualifications of the respondent based on an assessment of its prior experience. This criterion includes, but is not limited to, factors such as the comparative size and performance of the respondent s other businesses, respondent s experience with the proposed concepts, references, and the experience and qualifications of designated on-site management. The evaluation under this criterion shall apply to the respondent, subtenants, and all constituent entities of respondent or subtenants. Further, the Committee will evaluate the proposed ownership and operational structure of the respondent, which includes, but is not limited to, factors such as number of subtenants, location of subtenants, projected size of proposed subtenant businesses, diversity of ownership, fees charged to subtenants, and mentoring programs. Merchandising and Concept Plan 30 points This criterion includes, but is not limited to, factors such as: variety of concepts; varieties of merchandise and service types; creativity of merchandise concepts; presentation of local concepts, themes, and products; general price levels; innovation; creativity, breadth and depth of product offerings; extent of branding; and compatibility with the merchandising plan. Facility Design 20 points This criterion considers the physical design and construction of the proposed restaurants and includes, but is not limited to, factors such as: including innovation; creativity of design concepts; quality of materials; floor plans; presentation of local themes; circulation and queuing; graphics and signage; visual interest; and compatibility with existing terminal building design. Management and Operations Plan 15 points This criterion includes, but is not limited to: customer service programs; staffing levels; corporate management support; inventory logistics; employee training; and facility maintenance schedules Compensation to the District 20 points Evaluation of this criterion is based on the Minimum Annual Guarantee fee and percentage fee rates proposed by respondent. 16

17 Greenville-Spartanburg Airport District Request for Proposals 1. Overview D. SCOPE AND CONDITIONS OF THE OFFERED CONCESSIONS The following summarizes some of the key terms and conditions of the offered concessions. This RFP, and all exhibits, attachments and addenda thereto, does not constitute a contract between the District and any entity or individual, a commitment by the District to accept concession services from any entity or individual, or a commitment by any entity or individual to provide concession services to the Airport. The concessions shall be performed only under the terms and conditions of the fully executed and delivered Concession Agreements by and between the District and the Selected Respondent to this RFP (hereinafter referred to as the Concessionaire ). This summary is not intended to be a complete description of the Concession Agreement. Prospective respondents are advised to thoroughly review the Draft Form of Concession Agreement (Appendix 1) to gain an understanding of the District s expectations regarding the development and operations of the offered concessions. In the event of a conflict between the Concession Agreement and this RFP, the terms of the Concession Agreement control. Unless otherwise defined in this Section D, all capitalized terms have the same meaning as set forth in the Draft Form of Concession Agreement. 2. Assigned Premises The concession locations to be leased to the Concessionaire comprise a total of five new locations plus two seating areas ( Assigned Premises ) throughout the Airport, as further detailed on Table 4. A merchandise plan showing all of the planned Assigned Premises is attached as Exhibit A. In addition to the Assigned Premises, the Selected Respondent is expected to operate the existing concession facilities ( Interim Premises ) until they are closed due to construction or the District determines the facilities are no longer needed to serve passengers. In addition to the revenue-producing Assigned Premises, additional administrative and support space in the terminal is available for the Concessionaire s use, according to the terms of the Agreement. 17

18 Greenville-Spartanburg Airport District Request for Proposals Table 4 Summary of New Food & Beverage Locations (Assigned Premises) Restaurant Airside Total Café/Bar (Con B) Level 3 1,124 1,124 Café/Bar (Con A) Level 3 1,135 1,135 Quick Service Sandwiches/Salads Level Quick Service Branded Burger Level Casual Dining / Bar Level 2 1,135 1,135 Subtotal 4,454 4,454 Seating Quick Service Seating Level 2 1,175 1,175 Dining Room Seating Level 2 1,259 1,259 Subtotal 2,434 2, Capital Investment and Improvements The Assigned Premises will be provided in its as-is condition without any warranties or representations of any kind or nature, including appropriate utility access to all locations. The District shall have no liability to the Selected Respondent if delivery of the Assigned Premises is delayed due to construction or other reasons beyond the control of the District. It is anticipated that the existing facilities will be delivered to the Selected Respondent on the Commencement Date and it is expected that the existing facilities will remain in operation until they are closed due to construction or the District determines that these facilities are no longer needed to serve passengers. It is anticipated that the date of access for build-out for the new locations is shown on Table 5. Selected Respondent will be required to build-out the concourse locations and the casual dining/bar, based on the schedule below. However, the Selected Respondent may, at its discretion, phase the build-out of the Quick Service locations according to a timeline specified in their proposal. Note that the Primary Term will end 10 years after the opening of the Casual Dining/Bar. Table 5 Estimated Phasing Plan Restaurant Airside Total Estimated Date of Delivery Estimated Opening Date Café/Bar (Con B) Level 3 1,124 1,124 March 2013 August 2013 Café/Bar (Con A) Level 3 1,135 1,135 March 2013 August 2013 Quick Service Sandwiches/Salads Level June 2015 September 2015 Quick Service Branded Burger Level June 2015 September 2015 Casual Dining / Bar Level 2 1,135 1,135 June 2015 September 2015 Subtotal 4,454 4,454 Seating Quick Service Seating Level 2 1,175 1,175 June 2015 September 2015 Dining Room Seating Level 2 1,259 1,259 June 2015 September 2015 Subtotal 2,434 2,434 18

19 Greenville-Spartanburg Airport District Request for Proposals The Concession Agreement will include a provision that the minimum initial capital investment in the Assigned Premises (to include leasehold improvements; fixtures, furnishings, and equipment; and design and engineering costs, not to exceed 15% of construction costs) will total at least 95% of the amount specified in the Concessionaire s proposal. The Concessionaire shall pay to the District as additional Concession Fee the amount of any shortfall. The District requires a minimum average capital investment of $ per square foot for food & beverage concessions (excluding seating areas. However, the Concessionaire is required to furnish the seating areas). In addition to the minimum initial capital investment, the District requires Concessionaire to refurbish and/or reconcept each location beginning at the midpoint of the Primary Term (the Mid-Term Refurbishment ). At a minimum, the Selected Respondent will be required to spend a minimum of $50.00 per square foot to refurbish the Assigned Premises. All expenditures related to the Mid-Term Refurbishment are subject to District approval. Condition of Interim Premises Concessionaires will receive Interim Premises in their then current condition, as is / where is, and may be required to refurbish spaces at their sole cost in order to accomplish the merchandising plan. All improvements will be the responsibility of the Concessionaire and will be subject to the approval of the District. The District reserves the right to review and approve all improvements and subsequent changes to the Premises including, but not limited to, the initial design and construction of leasehold improvements and furnishings, fixtures and equipment as well as later changes related to refurbishment, reconcepting and/or remerchandising of the Premises. All improvements must conform to the requirements of the District, County, State and federal laws and regulations and industry standards in all respects. The District further reserves the right to approve all contractors and subcontractors that Concessionaires may select to construct the improvements. 4. Term of Concession Agreement The Concession Agreement will become effective and binding on the date of its execution by the District (the Effective Date ). The Term of the Concession Agreement will be comprised of two parts: the Transition Term and the Primary Term, as follows: Transition Term The Transition Term begins on the date the Interim Premises are delivered by the District to the Concessionaire ( Commencement Date ) and ends on the last day of the calendar month in which the Casual Dining/Bar in the atrium area of the Terminal opens for business, but in no event later than 120 days after the Casual Dining/Bar location is delivered by the District to the Concessionaire. The Transition Term includes the period required for refurbishment and finish- 19

20 Greenville-Spartanburg Airport District Request for Proposals out of the existing facilities, as needed, to maintain a high level of operations throughout the Transition Term. Primary Term Primary Term commences upon the expiration of the Transition Term and shall continue for ten (10) years. Late Opening The District will require each concession location included in the Assigned Premises to be substantially improved and open for business no later than 120 days after the District delivers the location to the Concessionaire, except as may be agreed to by the District and Concessionaire in order to maintain concession services to passengers. If a particular location is not open for business in a timely manner, then the District may assess an amount for additional compensation at a rate of $500 per day per location until the location is open to the public for business. 5. Compensation to the District In consideration of the rights and privileges to be granted by the District to Concessionaire, the Concessionaire will pay to the District on an annual basis, a Concession Fee equal to: Concession Fee during the Interim Term During the Transition Term, the Concessionaire shall pay the District, on a monthly basis, the greater of the Percentage Fee or Minimum Annual Concession Fee ( MAG ) as follows: a) Percentage Fee. The Percentage Fee is the sum of the percentages of Gross Revenues, as proposed by Selected Respondent. b) Minimum Annual Concession Fee. The Minimum Annual Concession Fee during the Transition Term is $206,000, pro-rated on a monthly basis, provided however, the Minimum Annual Concession Fee is waived as of the opening of any portion of the Assigned Premises through the remainder of the Transition Term. Concession Fee during the Primary Term During each year of the Primary Term, Concessionaire shall pay to District the greater of the Percentage Fee or the Minimum Annual Concession Fee ( MAG ), as follows: a) Percentage Fee. The Percentage Fee is the sum of the percentages of Gross Revenues, as proposed by Selected Respondent. b) MAG Definition. The MAG for the first year of the Primary Term of the Contract is set by the District at $0.34 per enplaned passenger. In the second and later years of the Primary Term, the MAG is 90% of the prior year s total Percentage Fee, but never less than the MAG during the first year of the Primary Term. 20

21 Greenville-Spartanburg Airport District Request for Proposals Other Fees a) Rent for Assigned Support Space. The availability of storage and support space in the Terminal is limited and shall be assigned to Concessionaire, if at all, at the discretion of District; additional storage space may be available in the central receiving facility. b) Central Receiving. All deliveries to concessionaires will occur through the central receiving facility, located on the Airport Concessionaire will be required to use the central receiving facility for receipt of its deliveries. Concessionaire shall pay to District its proportional share of the costs of the central receiving facility, as determined by District. 6. Airport Concession Disadvantaged Business Enterprise Requirements In accordance with federal regulations, Title 49 Code of Federal Regulations Part 23, it is the District s obligation to ensure that Airport Concession Disadvantaged Business Enterprises ( ACDBE s) have the opportunity to compete for available revenues at the Airport. Consequently, it is a requirement of the offered contracts that ACDBEs shall have the maximum opportunity to participate in the performance of the contracts. All entities or individuals performing work or services under contract to the District shall take all reasonable steps to ensure that ACDBEs have the maximum opportunity to compete for and perform work without discrimination on the basis of race, color, national origin, handicap or sex. The District has established the following goals for ACDBE participation in the offered concessions: Food & Beverage Concessions 17.7% of gross revenues Respondents may demonstrate ownership participation by ACDBEs by utilizing a combination of ownership and/or sublease options. If ACDBE ownership is in the form of a partnership or joint venture, the proposing entity must clearly demonstrate the equity and management role of the ACDBE partner or ACDBE joint venturer. The partnership and/or joint venture must be in legal existence as of the Proposal Due Date. Respondents may also elect to sublease a portion of the offered concessions to certified ACDBEs. Respondents must submit an ACDBE Plan that achieves the stated ACDBE participation goals, and or demonstrate Good Faith Efforts to achieve the goals, in order to be considered responsive. 7. Non-Exclusivity The District will not enter into an exclusive concession agreement with any concessionaire. At any time during the Term, the District, at its own discretion, may enter into other agreements with other entities or individuals for food concepts similar to those of the Concessionaire. It is understood and agreed that nothing herein is to be construed to grant or authorize the granting of an exclusive right to an individual concessionaire. 21

22 Greenville-Spartanburg Airport District Request for Proposals 8. Value Pricing The District desires value pricing by Concessionaires at the Airport. Accordingly, the District has established a pricing policy generally as follows: For merchandise with pre-printed prices affixed by the manufacturer or distributor, the selling price shall not exceed the pre-printed price. All other products sold by the concessionaire shall not exceed the prices charged for equivalent or similar items in comparable off-airport locations (excluding special promotional items) within the Greenville-Spartanburg metropolitan area by more than 10%. Comparable off-airport locations will be determined by the District, in consultation with the Concessionaire, and may change throughout the Term as determined necessary by the District. The following venues are generally excluded as comparable locations: concessions located in stadiums, arenas, amusement and entertainment venues and hotels. Prior to the opening of each facility, and annually thereafter throughout the Term, the Concessionaire shall submit to the District a market basket survey of prices at the agreed comparable off-airport locations. 9. Other Terms and General Conditions a) Assigned Premises must be open 365 days a year with operating hours and staffing levels that support passenger activity at the Airport. Generally, each facility is to be open, and ready for business, from one hour prior to the first scheduled departing flight in the vicinity of the facility through the last scheduled departing flight, but the District may require other hours. At the discretion of the District, Concessionaires may be required to extend its hours at selected locations in order to accommodate passengers from flights that are delayed. b) All products being delivered to the post-security areas of the Airport will be inspected and screened at designated locations. c) All of the Concessionaire s employees who work at the Airport must apply for and be issued by the District security identification prior to beginning work at the Airport. All applicants for security identification must complete security training and must pass criminal and other background investigations as the District may designate from time to time. Prospective respondents are advised that the District may, at its discretion, change security regulations and requirements from time to time and the Concessionaire shall comply will all such regulations and requirements. Any fines assessed against the District for security violations by Concessionaire or its employees, vendors, suppliers, or invitees shall be promptly reimbursed to the District by Concessionaire. d) The Concessionaire shall provide and maintain certain insurance in full force and effect at all times during the Term and shall indemnify the District, all as more fully described in the Draft Form of Concession Agreement. 22