"Me. "Mk OF AIRPORT COMMISSIONERS REPORT TO THE. - Chief Executive Officer

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1 0.4W- Approved by: D A "Mk "Me et* p 0011 Los Angeles World Airports REPORT TO THE OF AIRPORT COMMISSIONERS 11ctor, Ai Service opert, and Concession Meeting Date: 10/5/2017 I Completed Reviewed by: Debbie Bowers, Chef Commercial Officer CAO Review: Pending N/A Reviewed for Date!Approval Status ay Finance 6/14/2017 N NA RW Debora - Chief Executive Officer CEQA 5/30/2017 EY N AE Procurement 9/15/2017 illy EN 1=1 Cond MT Guest Experience 6/29/2017 EN BY SUBJECT: Approval of a Third Amendment to the Terminal Commercial Management Concession Agreement with Westfield Airports, LLC at Los Angeles International Airport Approve the Third Amendment to the Terminal Commercial Management Concession Agreement LAA-8613 with Westfield Airports, LLC at Los Angeles International Airport to add up to 30,000 square feet of concession space in the Midfield Satellite Concourse to the Premises and generate a minimum of $6.4 million per year and approximately $76.8 million in additional revenue over the term. RECOMMENDATIONS: Management RECOMMENDS that the Board of Airport Commissioners: 1. ADOPT the Staff Report. 2. DETERMINE that this action is exempt from the California Environmental Quality Act (CEQA) pursuant to Article III, Class 1 (18)(c) of the Los Angeles City CEQA Guidelines. 3. APPROVE the Third Amendment to Terminal Commercial Management Concession Agreement LAA-8613 with Westfield Airports, LLC. 4. FIND that this contract is exempt from City Charter Section 371(e)(10), and that City Charter Section 372 is satisfied in that a competitive proposal is not reasonably practicable and compatible with the City's interest. Page 1 Westfield 3rd Amendment (LAA-8613): MSC

2 5. AUTHORIZE the Chief Executive Officer to execute the Third Amendment to Terminal Commercial Management Concession Agreement LAA-8613 with Westfield Airports, LLC upon approval as to form by the City Attorney and approval of the Los Angeles City Council. DISCUSSION: 1. Purpose Provide concession services in the Midfield Satellite Concourse (MSC) of the Tom Bradley International Terminal (TBIT). 2. Prior Related Actions January 23, Board Resolution The Board of Airport Commissioners (Board) approved the award of Terminal Commercial Manager (TCM) Concession Agreement No. LAA-8613 (Agreement) to Westfield Concession Management, LLC (Westfield) for a term of 17-years, comprised of a two-year development period and a 15-year operating period, that required Westfield to develop, lease, and manage convenience retail, specialty retail, food and beverage, and certain passenger services in TBIT and Terminal 2, plus an option to redevelop the Theme Building. January 15, Board Resolution The Board approved the First Amendment to the Agreement to extend the term for premises in TBIT by three years and at Terminal 2 for six months, and remove the option to redevelop the Theme Building. On November 19, 2015, Los Angeles World Airports (LAWA) consented to TCM's name change from Westfield Concession Management, LLC to Westfield Airports, LLC. April 21, Board Resolution The Board approved the Second Amendment to the Agreement to extend the term for the premises in Terminal 2 for two years and six months, added the maintenance of Custom Architectural Features, and updated administrative terms. 3. Current Action The MSC is being developed as a new concourse connected to TBIT and located to the west of existing TBIT concourses. Construction activities for the MSC began on February 27, 2017, and is planned to open at the end of fourth quarter The new concourse will have 750,000 square-feet of public area and hold room space, 12 new gates and approximately 45,400 square-feet of concession space. The airlines that will operate in the MSC and the resulting international and U.S. domestic passenger mix is still being determined. As a part of the facilities, the following concession spaces are planned: Page 2 Westfield 3rd Amendment (LAA-8613): MSC

3 Type of Concession Space # of Units Approximate Square Footage Retail 15 14,000 Food & Beverage 14 16,000 Sub-Total: TCM Concession Space 29 30,000 Food & Beverage Seating 4 8,500 Duty Free 1 6,800 Currency Exchange Sub-Total: Misc. Space 6 15,400 Total: Square Footage 35 45,400 There is currently unoccupied and unreserved Food and Beverage and Retail concession space totaling approximately 30,000 square feet within the MSC. The Third Amendment amends the Agreement to add this space to Westfield's premises. The Third Amendment would also add up to 8,500 square feet of Food & Beverage Seating, which will be common area space, maintained by Westfield, in which passengers can sit, dine, rest and relax. LAWA evaluated whether a competitive bidding process was reasonably practicable and compatible with the City's interest and found that the use of competitive bidding would be undesirable and impractical, consistent with Los Angeles City Charter Sections 371 (e)(10) and 372. Adding the MSC space to the Agreement premises will result in less cost to LAWA for development, ongoing maintenance and concession operations and staffing resources. As described below, Westfield has agreed to take up to 30,000 square feet without raising the current management fee or deducting the $6 per square foot improvement allowance, i.e. no additional cost to LAWA, but accepting the minimum annual guarantee per square foot for the additional space. Furthermore, including Westfield in the initial MSC planning and development leverages the specific value-add benefits of the TCM model for recommendations on the design, retail category mix and concession seating opportunities. Moreover, staff expects Westfield to implement concept, financial and operational strategies that will provide a balance between the new MSC and the existing TBIT concessionaires, given that a majority of all passengers will flow through the TBIT core prior to reaching the MSC. Westfield will have the operational flexibility between the MSC and TBIT facilities to create efficiencies and make adjustments to the sales strategy during the entire passenger journey. Uncertainty about airlines that will use the MSC gates and the resulting undefined future sales in the MSC may cause concessionaires, including small/new entrant businesses, to be reluctant to invest required capital in MSC locations. The TCM model allows flexibility in modeling concession agreements, giving Westfield the tools to design agreements that provide more certainty to concessionaires, in particular to small/acdbe businesses and new entrants, reducing risk and encouraging investment and development Page 3 Westfield r Amendment (LAA-8613): MSC

4 in the MSC. In addition, not all locations are required to be opened initially to allow for construction and openings to be phased appropriately and provide better revenue results and guest experience as the terminal becomes more populated. PROPOSED AMENDMENT TERMS Term: Commencement Expiration Premises: (Concession space units) City Charge: No Change - March 1, 2012 No Change - January 31, 2032 Total: Up to 99,672 Square Feet (SF) Existing (69,672 SF) plus MSC (up to 30,000 SF) The City will charge TCM for space preparation and logistical work performed in connection with the construction of the premises to shell condition, up to an amount not to exceed $7,960,000 TCM may collect up to 75%of the City Charge through reimbursement from its concessionaires, not to exceed $250 per square foot Action Requested Staff requests the Board approve the Third Amendment to the Agreement and authorize the Chief Executive Officer to execute the Third Amendment after approval as to from by the City Attorney and upon approval by the Los Angeles City Council. Fiscal Impact Approving this Amendment will result in no additional cost to LAWA and will generate a minimum of $6.4 million in additional revenue per year and approximately $76.8 million in additional revenue over the term. 4. Alternatives Considered Select a TCM for the MSC using a competitive process Base building development for the MSC began ground construction in February The base building team stressed the urgency of having coordination discussions by the second quarter of 2017 to ensure uniform and complimentary planning. Going through a competitive bid process would delay coordination activities for at least nine months and additional delays are foreseen for new developers or concessionaries due to lack of familiarity with the City process and diminished ability to navigate a complicated construction process. An amendment of the Westfield TCM Agreement, to include the MSC, will ensure that critical development and operation timelines are met resulting in time and cost savings to LAWA. Page 4 Westfield 3rd Amendment (LAA-8613): MSC

5 Award direct agreements for each concession unit at the MSC Awarding direct agreements to individual concessionaires at the MSC will result in time delays, additional cost and diminished ability of LAWA to provide a cohesive concessions program at TBIT. This option will increase the investment risk for potential proposers, especially small business endeavors and ACDBE operators. APPROPRIATIONS: No appropriations are requested for this item STANDARD PROVISIONS: 1. The issuance of permits, leases, agreements, gate and space assignments, and renewals, amendments or extensions thereof, or other entitlements granting use of existing airport facilities or its operations is exempt from the requirements of the California Environmental Quality Act (CEQA) pursuant to Article III, Class 1 (18)(c) of the Los Angeles City CEQA Guidelines. 2. This agreement will be approved as to form by the City Attorney. 3. Actions taken on this item by the Board of Airport Commissioners will become final pursuant to the provisions of Los Angeles City Charter Section Westfield is required by contract to comply with the provisions of the Living Wage Ordinance. 5. Procurement Services Division has reviewed this action (File #5124) and established the following ACDBE goals: Food /Beverage - 25 %; Retail - 20 %. Westfield proposed 25% ACDBE participation for Food /Beverage and 20% ACDBE participation for Retail. Westfield has achieved 24.56% ACDBE participation for Food /Beverage and 24.98% ACDBE participation for Retail to date. 6. Westfield is required by contract to comply with the provisions of the Affirmative Action Program. 7. Westfield has been assigned Business Tax Registration Certificate number Westfield is required by contract to comply with the provisions of the Child Support Obligations Ordinance. 9. Westfield has approved insurance documents, in the terms and amounts required, on file with the Los Angeles World Airports. 10. Pursuant to Charter Section 104 (g) staff determined that airport concession agreements are exempt from the provisions of Charter Section 1022 (Use of Independent Contractor). Page 5 Westfield r Amendment (LAA-8613): MSC

6 11. Westfield has submitted the Contractor Responsibility Program Pledge of Compliance and will comply with the provisions of the Contractor Responsibility Program. 12 Westfield has been determined by Public Works, Office of Contract Compliance to be in compliance with the provisions of the Equal Benefits Ordinance. 13. Westfield will be required to comply with the provisions of the First Source Hiring Program for all non -trade Airport jobs. 14 Westfield has submitted the Bidder Contributions CEC Form 55 and will comply with its provisions. Page 6 Westfield 3rd Amendment (LAA-8613): MSC

7 Westfield Concession Management, LLC - LAA 8613 Food Beverage Concessions ACDBE Achievement Concession Location/Subtenant Terminal Total Revenues ACDBE Credit ACDBE Achievement 7-Eleven (LS and Partners at LAX, LLC) TBIT $ 5,203, $ 1,560, Degree Pizza (Host International Inc.) TBIT $ 4,529, $ Barney's Beanery (ATLANTA RESTAURANT PARTNERS LLC) Terminal 2 $ 3,152, $ Border Grill (Host International Inc.) TBIT $ 5,849, $ Border Grill (Host International Inc.) TBIT $ 2,279, $ BUILT Custom Burgers (Crews LAX 2, LLC) Terminal 2 $ 4,274, BUILT Custom Burgers (Crews LAX 2, LLC) Terminal 2 $ 73, $ 58, Cantina Laredo (Concessions Management-LS at LAX TBIT, LLC) TBIT $ 1,497, $ 763, Cantina Laredo (Concessions Management-LS at LAX TBIT, LLC) TBIT $ 878, $ 878, Chaya (Host International Inc.) TBIT $ 4,040, $ Chaya (Host International Inc.) TBIT $ 483, $ Ciabatta Bar (Crews LAX 2, LLC) Terminal 2 $ 2,804, $ 2,243, Ciabatta Bar (Crews LAX 2, LLC) Terminal 2 $ 26, $ 21, Coffee Bean & Tea Leaf (AREAS OHM LAX JV, LLC) TBIT $ 3,267, $ 980, Coffee Bean & Tea Leaf (Concessions Management Services, Inc.) Host Intl TBIT $ 4,110, $ CPK Asap (Host International Inc.) TBIT $ 775, $ Crew's On The Go (Crews of California) [Certified] Terminal 2 $ 141, $ 141, Crew's On The Go (Host International Inc.) TBIT $ 393, $ Daniel's Bistro (Concessions Management Services, Inc.) TBIT $ 573, $ 573, Daniel's Bistro (Concessions Management Services, Inc.) TBIT $ 132, $ 132, DNC Mini Bar (DNC Travel Hospitality Services, Inc.) Terminal 2 $ 855, $ 256, Einstein Bros Bagels Avl Temp (Concessions Management Services, Inc.) TBIT $ 447, $ 447, Fresh Brothers Pizza Salad Wings (Crews LAX 2, LLC) Terminal 2 $ 3,920, $ 3,136, Fresh Brothers Pizza Salad Wings (Crews LAX 2, LLC) Terminal 2 $ 92, $ 74, Hudson News (HG-Magic-Concourse TBIT JV) TBIT $ 78, $ 23, Hudson News (HG-Magic-Concourse TBIT JV) TBIT $ 475, $ 142, III Forks Steakhouse (LS-Concessions Management at LAX TBIT, LLC) TBIT $ 4,382, $ 2,147, III Forks Steakhouse (LS-Concessions Management at LAX TBIT, LLC) TBIT $ 1,081, $ 529, Illy Coffee Express (Host International Inc.) Terminal 2 $ 265, $ Ink.Sack (Host International Inc.) TBIT $ 3,134, $ istore (LS and Partners at LAX, LLC) TBIT $ 481, $ 144, James Beach (Concessions Management-LS at LAX TBIT, LLC) TBIT $ 1,258, $ 641, James Beach (Concessions Management-LS at LAX TBIT, LLC) TBIT $ 1,294, $ 660, KFC (Concessions Management Services, Inc.) TBIT $ 1,152, $ Lamill Cafe' (AREAS OHM LAX JV, LLC) TBIT $ 1,910, $ 573,

8 Westfield Concession Management, LLC - LAA 8613 Food Beverage Concessions ACDBE Achievement Concession Location/Subtenant Terminal Total Revenues ACDBE Credit ACDBE Achievement Larder Tavern (Host International Inc.) TBIT $ 9,160, $ Lucky Fish (LS-Concessions Management at LAX TBIT, LLC) TBIT $ 3,207, $ 1,571, Lucky Fish (LS-Concessions Management at LAX TBIT, LLC) TBIT $ 865, $ 424, Lucky Fish (LS-Concessions Management at LAX TBIT, LLC) TBIT $ 0.04 $ 0.02 Lucky Fish (LS-Concessions Management at LAX TBIT, LLC) TBIT $ 0.03 $ 0.01 Marmalade Cafe (Concessions Management Services, Inc. Host Intl TBIT $ 2,419, $ 2,419, Martini on the Mezzanine (LS-Concessions Management at LAX TBIT, LLC) TBIT $ 630, $ 630, Michael Kors (HG-Magic-Concourse TBITJV) TBIT $ 204, $ 12, Panda Express (Concessions Management Services, Inc.) Host Intl TBIT $ 12,826, $ Petrossian and Caviar Bar (Concessions Management-LS at LAX TBIT, LLC) TBIT $ 1,201, $ 612, Petrossian and Caviar Bar (Concessions Management-LS at LAX TBIT, LLC) TBIT $ 642, $ 327, Petrossian and Caviar Bar (Concessions Management-LS at LAX TBIT, LLC) TBIT $ 24, $ 12, Pick Up Stix Fresh Asian Kitchen (Crews LAX 2, LLC) Terminal 2 $ 4,693, $ 3,755, Pick Up Stix Fresh Asian Kitchen (Crews LAX 2, LLC) Terminal 2 $ 83, $ 66, Pinkberry (Branded Works, Inc) [Certified] TBIT $ 1,816, $ 1,816, Plane Box Food Company (DNC Travel Hospitality Services, Inc.) Terminal 2 $ 4,544, $ 1,363, Relay Arrival Temp (LS and Partners at LAX, LLC) TBIT $ 131, $ 39, Scoreboard (Concessions Management-LS at LAX TBIT, LLC) TBIT $ 1,180, $ 602, Scoreboard (Concessions Management-LS at LAX TBIT, LLC) TBIT $ 1,157, $ 590, SeaLegs Wine Bar (ATLANTA RESTAURANT PARTNERS LLC) Terminal 2 $ 3,522, $ Slap Fish (ATLANTA RESTAURANT PARTNERS LLC) Terminal 2 $ 3,120, $ Starbucks (Host International Inc.) Terminal 2 $ 6,587, $ 1,317, Starbucks (Host International Inc.) Terminal 2 $ 3,602, $ 720, Starbucks (Host International Inc.) Host Havana LAX TBIT FB LLCJV) TBIT $ 8,033, $ 2,409, Starbuck's Evenings (Host Havana LAX TBIT FB LLCJV) TBIT $ 4,164, $ 1,249, The Pie Hole (ATLANTA RESTAURANT PARTNERS LLC) Terminal 2 $ 748, $ Umami Burger (Host International Inc.) TBIT $ 7,424, $ Vanilla Bakeshop (Host Havana LAX TBIT FB LLC JV) TBIT $ 1,667, $ 500, Vino Volo (LAX Wine Bar, LLC) TBIT $ 3,159, $ 789, TOTALS $ 152,138, $ 37,363, % 2

9 I Love I Love Westfield Concession Management, LLC - LAA 8613 Retail Concessions ACDBE Achievement Concession Location/Subtenant Terminal Total Revenues ACDBE Credit ACDBE Achievement 7-Eleven (LS and Partners at LAX, LLC) TBIT $ 534, $ 160, Eleven (LS and Partners at LAX, LLC) TBIT 1,493, $ 447, Angeleno News (HG-Magic-Concourse TBITJV) TBIT 2,117, $ 190, Bienvenida Flowers (LS and Partners at LAX, LLC) TBIT 534, $ 160, Bliss (HG-Magic-Concourse TBITJV) TBIT 666, $ 199, Book Soup (HG-Magic-Concourse TBITJV) TBIT 4,900, $ 1,470, Burger King (Host International Inc.) Terminal 2 136, $ BVLGARI (HG-Magic-Concourse TBIT JV) TBIT 9,634, $ 2,890, CNBC (Paradies Los Angeles II, LLC) Terminal 2 4,262, $ 1,065, CNBC (Paradies Los Angeles II, LLC) Terminal 2 350, $ 87, CNBC Express (Paradies Los Angeles II, LLC) Terminal 2 91, $ 22, CNBC Express (Paradies Los Angeles II, LLC) Terminal 2 38, $ 9, CNBC Express (Paradies Los Angeles II, LLC) Terminal 2 1,699, $ 424, CNBC Smart Shop (Paradies Los Angeles II, LLC) Terminal 2 1,167, $ 291, CNN Newstand (HG-Magic-Concourse TBITJV) TBIT 7,348, $ 2,204, CNN Newstand (HG-Magic-Concourse TBITJV) TBIT 371, $ 111, Coach (HG-Magic-Concourse TBIT JV) TBIT 8,024, $ 2,407, Emporio Armani (HG-Magic-Concourse TBITJV) TBIT 2,546, $ 764, Esavvy (Paradies Los Angeles II, LLC) Terminal 2 368, $ 92, Esavvy (Paradies Los Angeles II, LLC) Terminal 2 14, $ 3, Esavvy (Paradies Los Angeles II, LLC) Terminal 2 119, $ 29, Flight Time (HG-Magic-Concourse TBITJV) Terminal 2 109, $ 32, Fred Segal (HG-Magic-Concourse TBITJV) TBIT 5,444, $ 1,633, Hollywood Reporter (HG-Magic-Concourse TBITJV) TBIT 7,820, $ 2,346, Hudson (HG-Magic-Concourse TBITJV - Palazzo) TBIT 27,630, $ 2,486, Hudson News (HG-Magic-Concourse TBITJV) Terminal 2 9, $ 2, Hudson News (HG-Magic-Concourse TBITJV) TBIT 2,088, $ 626, Hudson News (Hudson Group Retail, LLC) TBIT 643, $ 193, Hudson News (Hudson Group Retail, LLC) TBIT 0.00 $ Hugo Boss (HG-Magic-Concurse TBITJV - Arandia) TBIT 4,770, $ 286, LA (Soto & Sanchez Investments, Inc.) Terminal 2 689, $ 689, LA (Soto & Sanchez Investments, Inc.) Terminal 2 1,999, $ 1,999, Illy Coffee Express (Host International Inc.) Terminal 2 156, $ 156, InMotion Entertainment (InMotion LAX, LLC) Terminal 2 3,328, $ 832, istore (LS and Partners at LAX, LLC) TBIT 406, $ 122, istore (LS and Partners at LAX, LLC) TBIT 325, $ 97, istore (LS and Partners at LAX, LLC) TBIT 210, $ 63, istore (LS and Partners at LAX, LLC) TBIT 4,464, $ 1,339, istore (LS and Partners at LAX, LLC) TBIT 7,196, $ 2,158, Jetway Express (JETWAY EXPRESS) [Certified] Terminal 2 151, $ 151, Kitson (HG-Magic-Concourse TBITJV) TBIT 2,381, $ 142, La Brea Bakery (Host International Inc.) Terminal 2 102, $ Malibu Shades (LS and Partners at LAX, LLC) TBIT 101, $ 30, Michael Kors (HG-Magic-Concourse TBITJV - MAJ) TBIT 6,452, $ 387,

10 Westfield Concession Management, LLC - LAA 8613 Retail Concessions ACDBE Achievement Concession Location/Subtenant Terminal Total Revenues ACDBE Credit ACDBE Achievement Nate & Al's (Host International Inc.) Terminal 2 190, $ NG1 (LS and Partners at LAX, LLC) TBIT 6, $ 1, NG1 (LS and Partners at LAX, LLC) TBIT 338, $ 101, NG1 (LS and Partners at LAX, LLC) TBIT 60, $ 18, Pacific Coast Traders (HG-Magic-Concourse TBIT JV) Terminal 2 95, $ 28, Pinkberry (HG-Magic-Concourse TBIT JV) Hudson TBIT 572, $ Plane Box Food Company (Delaware North Companies Travel Hospitality Services, Inc.) Terminal 2 2,470, $ 2,470, Porsche Design (LS and Partners at LAX, LLC) TBIT 2,445, $ 733, Relay (LS and Partners at LAX, LLC) TBIT 11,547, $ 3,464, Relay (LS and Partners at LAX, LLC) TBIT 1,193, $ 358, Relay (LS and Partners at LAX, LLC) TBIT 2,168, $ 650, Sanrio Surprises (Soto & Sanchez Investments, Inc.) TBIT 815, $ Sees Candies (HG-Magic-Concourse TBIT JV) TBIT 185, $ 27, See's Candies (Soto & Sanchez Investments, Inc.) TBIT 2,649, $ Spanx (Paradies Los Angeles II, LLC) Terminal 2 955, $ 238, Starbucks (Host International Inc.) Terminal 2 116, $ T2-TMP17 (Delaware North Companies Travel Hospitality Services, Inc.) Terminal $ T2-TMP4 (Delaware North Companies Travel Hospitality Services, Inc.) Terminal $ T2-TMP8 (Host International Inc.) Terminal 2 30, $ The Bead Factory (Raymond enterprise Lax,lnc) [Certified] TBIT 591, $ 591, The Economist (LS and Partners at LAX, LLC) TBIT 4,966, $ 1,490, The Economist (LS and Partners at LAX, LLC) TBIT 531, $ 159, The Economist (LS and Partners at LAX, LLC) TBIT 681, $ 204, Travel & Leisure (HG-Magic-Concourse TBIT JV) TBIT 2,421, $ 726, Tumi (HG-Magic-Concourse TBIT JV) TBIT 5,429, $ 325, Univision (Paradies Los Angeles II, LLC) Terminal 2 8,704, $ 2,176, Univision (Paradies Los Angeles II, LLC) Terminal 2 265, $ 66, Univision (Paradies Los Angeles II, LLC) Terminal $ Univision (Paradies Los Angeles II, LLC) Terminal 2 1,200, $ 300, Univision (Paradies Los Angeles II, LLC) Terminal 2 28, $ 7, Univision (Paradies Los Angeles II, LLC) Terminal $ USA Today (LS and Partners at LAX, LLC) TBIT 966, $ 289, USA Today (LS and Partners at LAX, LLC) TBIT 83, $ 24, USA Today (LS and Partners at LAX, LLC) TBIT 23, $ 7, Victoria's Secret (HG-Magic-Concourse TBIT JV) TBIT 4,625, $ 1,387, Virgin Mobile/Boost (HG-Magic-Concourse TBITJV) TBIT 2,383, $ 715, XpresSpa (XpresSpa) TBIT 1,405, XpresSpa (XpresSpa) TBIT 535, Totals $ 183,590, $ 45,864,