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REQUEST FOR PROPOSALS NO.

_BT1102_

INVITATION TO SUBMIT PROPOSALS TO


DEVELOP, OPERATE, AND MANAGE RETAIL CONCESSIONS
AT DALLAS LOVE FIELD AIRPORT

The City of Dallas, Texas (“City”) invites the submission of proposals to develop, operate, and manage
retail concessions in the new terminal at Dallas Love Field Airport (“Airport”) expected to be opened in
phases beginning April 2013. This Request for Proposal (“RFP”) contains ten (10) packages as further
described herein. Interested parties may respond to one or more of the concession packages.
Respondents must submit a separate, complete proposal for each package on which they propose. The
City has structured this RFP to provide concession opportunities to different respondents; however, the
City reserves the right to award multiple concession packages to a single respondent if the City
determines, in its sole discretion, that such award is in the best interests of the City. The City further
reserves the right to award packages in a manner that is most advantageous to the City, in the City’s sole
judgment.

Proposals prepared in accordance with the instructions stated in this RFP will be received by the City, at
the address below, until the due date and time stated below (“Proposal Due Date”). To be considered for
an award of the offered concessions, a respondent must deliver, in a sealed envelope or package, the
following: a) three (3) signed paper copies of its proposal prepared in accordance to the instructions set
forth herein; b) twelve (12) CDs, DVDs, or USB flash drives each containing an electronic file copy of
its proposal using portable document format (“PDF”) in accordance to the instructions set forth herein;
and c) any other information required by this RFP. Each envelope or container shall be clearly marked
on the outside with the following label:

REQUEST FOR PROPOSALS NO. BT1102


PROPOSAL TO DEVELOP, OPERATE, AND MANAGE RETAIL CONCESSIONS AT
DALLAS LOVE FIELD AIRPORT
PACKAGE NO. ________

Respondent’s name and address shall be on the outside of the envelope or container. Deliver responses
to:

City of Dallas
Business Development & Procurement Services
1500 Marilla St., Room 3FN
Dallas Texas, 75201

PROPOSALS SUBMITTED IN RESPONSE TO THIS RFP WILL BE ACCEPTED UNTIL


2:00 PM CENTRAL TIME, MAY 4, 2011
Late proposals will not be considered for selection and will be returned to the respondent unopened.
The City is not responsible for late or misdirected delivery of proposals.

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The City will hold a pre-proposal meeting and networking session as follows:

Tuesday, March 8, 2011, at 1:30 pm Central Time


Dallas Convention Center
Room T314
Dallas Convention Center Theater Complex
650 South Griffith Street
Dallas, Texas 75202

Attendance is not mandatory. However, the City strongly encourages interested parties to attend the
pre-proposal meeting. Please note that this will be the only opportunity for interested parties to ask
questions or seek clarification from airport staff or their representatives. Representatives of the City will
be available during the meeting to answer questions.

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TABLE OF CONTENTS

I.  Airport Background .................................................................................................................. 6 


A.  Love Field Modernization Program................................................................................. 6 
B.  Historical Enplanements .................................................................................................. 6 
C.  Existing Concessions Program ........................................................................................ 7 
D.  Passenger Profile.............................................................................................................. 8 
E.  Concession Program Goals .............................................................................................. 8 
F.  Concession Program Theme ............................................................................................ 8 
II.  Proposal Schedule, Procedures, Submission, and Award....................................................... 10 
A.  Schedule......................................................................................................................... 10 
B.  Pre-Proposal Meeting..................................................................................................... 10 
C.  RFP Questions and Comments ...................................................................................... 10 
D.  Submission of Multiple Proposals ................................................................................. 11 
E.  Compliance with General Terms and Conditions.......................................................... 11 
F.  Minimum Qualifications for Responsiveness................................................................ 11 
G.  ACDBE Program Requirements .................................................................................... 12 
H.  Award and Execution of Concession Contract .............................................................. 13 
I.  Proposal Evaluation Criteria .......................................................................................... 14 
J.  Incumbent’s Right of First Refusal................................................................................ 15 
K.  City’s Reservation of Rights.......................................................................................... 17 
L.  Consent to Investigation ................................................................................................ 17 
M.  Interviews....................................................................................................................... 18 
N.  Expenses ........................................................................................................................ 18 
O.  Anti-Lobbying Provisions.............................................................................................. 18 
P.  Disclaimer ...................................................................................................................... 18 
III.  Summary of Terms and Conditions of the Offered Concessions ........................................... 19 
A.  Non-Exclusive Concession ............................................................................................ 19 
B.  Term of Contract............................................................................................................ 19 
C.  Concession Fees: MAG and Percentage Fee ................................................................. 20 
D.  Other Fees ...................................................................................................................... 20 
E.  Capital Investment and Improvements to the Assigned Premises ................................. 21 
F.  Performance and Operational Standards........................................................................ 21 
G.  Operating Requirements ................................................................................................ 22 
H.  Street Pricing.................................................................................................................. 22 
I.  Security .......................................................................................................................... 23 
J.  Insurance Requirements................................................................................................. 23 
K.  Performance Bond Or Letter Of Credit ......................................................................... 23 
L.  Termination by City....................................................................................................... 24 

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M.  Conflict of Interest of City Employees .......................................................................... 24 
N.  Gift to Public Servant..................................................................................................... 25 
IV. Description of Concession Opportunities ............................................................................... 26 
A.  Packages......................................................................................................................... 26 
B.  Anticipated Delivery Schedule ...................................................................................... 26 
C.  Acceptable Minimum Annual Guarantee Fee and Percentage Fee Rate ....................... 26 
D.  Existing Terminal Facilities........................................................................................... 26 
E.  Merchandising Plan and Scope of Concession Services................................................ 29 
V.  Proposal Submission Requirements........................................................................................ 34 
A.  Cover/Transmittal Letter................................................................................................ 34 
B.  RFP Acknowledgements (Forms 1 and 2) ..................................................................... 35 
C.  Business Information Statement (Form 3)..................................................................... 35 
D.  Business References (Form 4) ....................................................................................... 35 
E.  Experience and Qualifications Statement (Form 5)....................................................... 35 
F.  Financial Information (Form 6) ..................................................................................... 36 
G.  Methods of Management and Operation........................................................................ 36 
H.  Store Concept and Design.............................................................................................. 37 
I.  Projected Sales, Net Income and Cash Flow (Form 7).................................................. 38 
J.  Capital Investment and Financing Plan (Form 8) .......................................................... 38 
K.  Proposed Rents (Form 9) ............................................................................................... 38 
L.  Airport Concession Disadvantaged Business Enterprise Plan (Forms 10(1) – 10(4))... 39 
M.  Exceptions...................................................................................................................... 39 
N.  Other Information .......................................................................................................... 40 

ATTACHMENTS

Attachment A – Form Retail Concession Contract

Attachment B – City of Dallas General Terms and Conditions for Request for Proposal (RFP)

Attachment C – Insurance Requirements

Attachment D – Terminal Floor Plans

Attachment E – Lease Outline Drawings

Attachment F – Concession Design Guidelines

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Attachment G – Required Proposal Forms:

Form 1 – Debarment
Form 2 – Proposal Affidavit
Form 3 – Business Information Statement
Form 4 – Business and Financial References
Form 5 – Experience and Qualifications Statement
Form 6 – Financial Information
Form 7 – Projected Sales, Net Income, and Cash Flow
Form 8 – Capital Investment and Financing Plan
Form 9 – Proposed Rent
Form10 – ACDBE Participation

TABLES

Table 1 – Historical Calendar Year Passenger Enplanements 2007-2010

Table 2 – Retail Historical Calendar Year Sales Statistics 2007 - 2010

Table 3 – Retail Packages

Table 4 – Acceptable Minimum Annual Guarantee and Percentage Fee Rate Proposals

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I. AIRPORT BACKGROUND
A. LOVE FIELD MODERNIZATION PROGRAM

Dallas Love Field (“Airport”) is a medium hub airport, owned by the City of Dallas (“City”),
that serves the Dallas metropolitan region and the Dallas-Fort Worth metroplex. In calendar
year 2010, approximately 3.96 million passengers were enplaned at the Airport.
Approximately 65% of the enplaned passengers are originating passengers (passengers who
begin or end their trips in Dallas) and 35% are connecting or through passengers. The Airport
is a principal station in the route system of Southwest Airlines Co. (“Southwest”), which is
the dominant airline at the Airport in terms of air traffic activity.

Prior to the opening of Dallas-Fort Worth International Airport (“DFW”) in 1974, the Airport
was the principal air carrier airport serving the Dallas metropolitan region. Southwest began
service at the Airport in 1971 and, because it was not a party to the agreements surrounding
the development of DFW, chose to continue operating at the Airport after DFW opened. In
1979, federal legislation (commonly referred to as the “Wright Amendment”) was passed,
which placed restrictions on nonstop commercial flights to and from the Airport.

On July 11, 2006, the City, the City of Fort Worth, The Dallas-Fort Worth International
Airport Board, Southwest, and American Airlines, Inc. entered into an agreement to seek
elimination of restrictions on air service at the Airport contained in the Wright Amendment,
and if such legislation was approved, the parties agreed to allow for the redevelopment and
modernization of the existing Airport terminal facilities (the “Five Party Agreement”).
Subsequently, on October 13, 2006, Public Law 109-352, commonly known as the “Wright
Amendment Reform Act of 2006” was signed into law. The Wright Amendment Reform Act
of 2006 provides that the last of the interstate flight restrictions imposed on the Airport since
1979 will be lifted on October 13, 2014.

After approval of the Wright Amendment Reform Act of 2006, the City and Southwest, in
accordance with the Five Party Agreement, agreed to redevelop and modernize the Airport,
the Love Field Modernization Program (“LFMP”), which includes redevelopment of the
existing Airport terminal building and construction of a new twenty (20) gate concourse.
Once complete, the new terminal will house 20 airline gates, where Southwest will occupy
16 gates and other airlines will operate from the remaining four gates.

B. HISTORICAL ENPLANEMENTS

Table 1 shows enplanements for calendar year 2007 through 2010. The Airport is the home
base for Southwest, and Southwest accounts for a large majority of enplanements at the
Airport. In calendar year 2010, Southwest accounted for 96.9% of total enplanements.
Continental, Delta, and American, using their regional affiliates, accounted for the remaining
3.1%.

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Table 1
Historical Enplanements
(calendar years)

2007 2008 2009 2010

Southwest Airlines 3,706,372 3,833,889 3,748,878 3,875,461


Others 274,495 194,797 141,252 122,810

Total 3,980,867 4,028,686 3,890,130 3,998,271

Projected enplanements for the first full year of the new terminal (2015) are 5,261,000. 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 City does not guarantee the accuracy of
this projection or that the current market share at the Airport will continue.

C. EXISTING CONCESSIONS PROGRAM

The existing program at the Airport is comprised of approximately nine retail facilities.
Together the current facilities occupy approximately 7,000 square feet of revenue producing
space at the Airport. For 2010, total retail sales reached over $7.1 million. Table 2 provides
a summary of historical sales statistics.

Despite the limited number of retail facilities, historical concession statistics indicate the
concessions program continues to grow steadily. However, the City reminds prospective
respondents that the current program is not necessarily indicative of the potential of the
future program in the new terminal. As noted above, the new retail concessions facilities will
be 120% larger in size than the current program in all new facilities with optimal exposure to
passengers.

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Table 2
Historical Retail Sales
(calendar years)

2007 2008 2009 2010


Retail $6,385,481 $6,886,572 $6,405,242 $7,092,596
Sales/ Enplanement $1.60 $1.71 $1.65 $1.77

Enplanements 3,980,867 4,028,686 3,890,130 3,998,271

D. PASSENGER PROFILE

The most recent passenger profile information is provided below.

Economic and Travel Characteristics:

o 67% of passengers have dwell times of more than one hour


o 56% of passengers spend less than 10 minutes to clear security
o 42% of passengers are traveling for business related reasons
o 44% of passengers reside in the Dallas Metropolitan area
o 48% of passengers have household incomes of $100,000 or more
o 47% of passengers use the Airport four or more times per year

E. CONCESSION PROGRAM GOALS

The goals of the concessions program are to: (1) provide first-class customer service and a
broad variety of retail merchandise at fair prices to travelers and Airport users; (2) provide
innovative, high-quality facility designs that promote concepts, themes, and products
identified with a “Distinctively Dallas” theme; (3) provide business opportunities for
disadvantaged and local business enterprises; and (4) optimize Airport revenues and
economic value for concessionaires.

F. CONCESSION PROGRAM THEME

The City has selected “Distinctively Dallas” as a theme to guide the development, design,
and construction of the concessions program. As stated above, a primary goal of the Airport’s
concession program is to provide a customer experience that celebrates Dallas, Texas. The
“Distinctively Dallas” theme celebrates the city’s compelling characteristic of leadership in
the arts and its cultural diversity. Dallas is a richly diverse American city, representing many
cultures and lifestyles. Its authentic arts, music, food, and landmarks, as well as world
renowned arts and cultural institutions, all contribute to the city’s cosmopolitan feel.
Through the “Distinctively Dallas” theme, the City’s objective is to capture the discovery and

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celebration of Dallas at the Airport. Further information regarding the theme can be found in
Attachment F - Concessions Design Guidelines.

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II. PROPOSAL SCHEDULE, PROCEDURES, SUBMISSION, AND AWARD
A. SCHEDULE

Outlined below is a schedule of events associated with this RFP. This schedule is subject to
change without notice and without liability to the City.

Activity: Projected Date:


Issue RFP February 17, 2011
Pre-Proposal Meeting March 8, 2011
Deadline for Written Questions March 30, 2011
Proposal Due Date May 4, 2011
Estimated Turnover of First Phase Spaces for build-out October 2012
Estimated New Terminal First Phase Opening (12 Gates) April 2013
Estimated Completion of the LFMP (Total of 20 Gates) October 2014

B. PRE-PROPOSAL MEETING

The City will hold a pre-proposal meeting Tuesday, March 8, 2011, at 1:30 p.m. Central Time in Room
T314 of the Dallas Convention Center, Dallas Convention Center Theater Complex, 650 South Griffith
Street, Dallas, Texas 75202, to discuss the RFP and to provide opportunities for networking among
prospective respondents. The City will address questions regarding the RFP at the pre-proposal meeting
and will respond formally to both questions asked at the meeting and written questions delivered prior to
the pre-proposal meeting in accordance with the procedures of this RFP. Attendance at the pre-proposal
meeting is not mandatory.
C. RFP QUESTIONS AND COMMENTS

With the exception of questions asked during a public session at the pre-proposal meeting,
any questions or comments regarding this RFP must be submitted in writing via email no
later than 4:30 p.m. Central Time, on March 30, 2011, to:

Mario Alvarado
City of Dallas
Department of Business Development and Procurements Services
Email: mario.alvarado@dallascityhall.com

Responses to all properly submitted questions (including questions asked at a public session
during the pre-proposal meeting), as well as any clarifications, interpretations, or changes to
this RFP by the City, will be provided in one or more addenda to be posted on the City’s
website: www.bids.dallascityhall.org. Respondents may rely only on an explanation,
clarification, interpretation, approval or answer made by written addendum. The City
advises prospective respondents to frequently check the web site for any addenda that may be
issued. The City will not respond to any oral requests and will not be responsible for any
oral instructions.

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D. SUBMISSION OF MULTIPLE PROPOSALS

Respondents may submit proposals for any one or more of the offered packages.
Respondents who wish to propose on multiple packages shall submit a separate, complete
proposal for each package. The City shall have the discretion to award packages to one or
more respondents as it deems, in its sole discretion, to be in the best interest of the City and
the Airport.

E. COMPLIANCE WITH GENERAL TERMS AND CONDITIONS

Respondents shall comply with the requirements of the “City of Dallas General Terms and
Conditions for Request for Proposal (RFP),” attached to this RFP as Attachment B – City of
Dallas General Terms and Conditions for Request for Proposal (RFP).

F. MINIMUM QUALIFICATIONS FOR RESPONSIVENESS

The City has established the following minimum qualifications that a respondent should meet
in order to be considered responsive. The City, in its sole discretion, will determine if a
respondent is responsive and will base its decision on the information included in the
proposal as well as its own investigations.

1. Experience. Respondent must provide evidence that it has the necessary experience and
capacity to fulfill the scope and conditions of the offered concessions. At a minimum,
the respondent must have at least three (3) years of continuous experience, within the last
five (5) years, in the ownership, development, management, and/or operation of a retail
business that is acceptable to the City and similar to that which is contemplated under this
RFP. If the respondent was formed within the last three (3) years, then a controlling
interest of respondent’s ownership or management must meet the minimum qualification.
Respondent must submit documentation to show that it meets the minimum experience
qualification.

2. Debarment. Respondent shall provide City with the certification contained in the
Certification Regarding Debarment, Civil, and Criminal Offenses (Attachment G –
Form 1).

3. ACDBE Program Requirements. Respondent must comply with the requirements of


Section II.G below. Failure to identify certified ACDBE participation equal to or greater
than the goal set forth herein, or to demonstrate good faith efforts to achieve the goal set
forth herein, in a respondent’s proposal will be grounds for the City to determine that a
respondent’s proposal is not responsive to this RFP and/or that the respondent is not
responsible. In either case, the respondent will not be eligible for contract award under
this RFP. Please note that mere submission of an application for ACDBE certification is
not considered a good faith effort, and proposals which rely on such an application to
meet the minimum qualification for responsiveness will be rejected as non-responsive.

4. Proposal Affidavit. Respondent shall make certain affirmations to City as contained in


the Proposal Affidavit (Attachment G – Form 2).

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G. ACDBE PROGRAM REQUIREMENTS

The City, through its Department of Aviation, has established an Airport Concession
Disadvantaged Business Enterprise (“ACDBE”) Program at Dallas Love Field in accordance
with the regulations of the U.S. Department of Transportation (DOT) 49 CFR Part 23. Dallas
Love Field is a medium hub primary airport and is required to have an ACDBE program as a
condition of eligibility for federal funds. The City has signed airport grant assurances that it
will comply with 49 CFR Part 23.

It is the policy of the City to ensure that ACDBEs, as defined in Part 23, have an equal
opportunity to receive and participate in concession opportunities and therefore the City is
seeking ACDBE participation in its concessions program. ACDBE involvement is a required
component of the concessions program. Airport concessionaires are required to make good
faith efforts to explore all available options to meet ACDBE participation goals.

Any concession contract awarded as a result of this RFP is subject to the requirements of the
U.S. Department of Transportation regulation 49 CFR Part 23 and 49 CFR Part 26 as
applicable. The respondent shall agree that it will not discriminate against any business
owner because of the owner’s race, color, national origin, or sex in connection with the
award or performance of any concession agreement, management contract, purchase or lease
agreement, or other agreement covered by 49 CFR Part 23, further, that the preceding
verbiage regarding non-discrimination will be included in any subsequent concession
agreement or contract covered by 49 CFR Part 23 that it enters and cause those businesses to
similarly include the non-discrimination verbiage in further agreements.

In order for respondents to be eligible for award of a concession package, respondents


must either meet the City’s ACDBE goal stated below or make a good faith effort to
meet the goal. Respondents who do not meet the goal and do not make a good faith
effort to meet the goal will be deemed non-responsive.

1. ACDBE Participation Goal (Non-Car Rental Concessions)

For FY 2011, the City has established an annual ACDBE participation goal of 23.5% for
all packages offered by this RFP. The Airport does not seek ACDBE participants solely
for the purpose of meeting an established goal, rather, the ACDBE participant(s) must
perform a commercially useful function, i.e., be actively engaged in the operation of the
concession or provide supplies or services directly related to the operation of the
concession.

2. Meeting ACDBE Goals and Good Faith Efforts

ACDBE participation goals can be met by ACDBE direct ownership or by the formation
of joint ventures or partnerships, and/or sub-contractor, supplier, or service provider
arrangements, provided that in the case of joint ventures, partnerships, and subcontractor
arrangements, credit for meeting the ACDBE goals will only be granted for the distinct,
clearly-defined portion of the work performed by the ACDBE. Joint venture agreements
must comply with the Federal Aviation Administration’s “Joint Venture Guidance” dated
July 17, 2008, to count toward the City’s ACDBE participation goals. The City shall also

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credit the respondent’s utilization of certified ACDBE suppliers and subcontractors, i.e.
purchases of goods and services from an ACDBE or DBE.

Demonstration that a bidder/proposer took all necessary and reasonable steps to achieve
the ACDBE goal, which by their scope, intensity and appropriateness to the objective of
meeting the goal, could reasonably be expected to obtain sufficient ACDBE participation,
if they were not fully successful, will determine whether or not a good faith effort was
made.

3. The Certification Process - Texas Unified Certification Program

Firms claiming ACDBE status must be certified through the Uniform Certification
Process (“UCP”) for the State of Texas. The Texas Unified Certification Program
(“TUCP”) is a “one stop” certification process for the Federal DBE Programs in Texas.
ACDBE firms certified by any one of six regional certification agencies within the State
of Texas (City of Houston, City of Austin, Corpus Christi Regional Transportation
Authority, North Central Texas Certification Agency, South Central Texas Certification
Agency, and the Texas Department of Transportation) are eligible to participate as an
ACDBE in airport concessions at the Airport.

Firms seeking ACDBE certification must apply to the appropriate certifying agency for
their region. For the North Central Texas area, the North Central Texas Regional
Certification Agency (“NCTRCA”) provides ACDBE certification via the UCP to
qualifying entities. For assistance with the ACDBE certification process, contact
NCTRCA directly at (817) 640-0606 or via their website at www.nctrca.org.

4. Required Forms

In order to demonstrate compliance with the Airport’s ACDBE Program requirements,


respondent must submit as part of its proposal the information requested in Section V.L
below.

H. AWARD AND EXECUTION OF CONCESSION CONTRACT

The City intends to award the concessions offered by this RFP to responsive, qualified, and
responsible respondents who provide the best overall proposals.

All timely responses to this RFP will be reviewed and evaluated by an evaluation committee
comprised of City employees and other non-voting members, which will recommend to the
Director of Aviation one or more respondents for tentative selection of the offered
concessions. Subject to the Incumbent’s Right of First Refusal as described in Section II.J
below and approval by the City Council of the City of Dallas (“City Council”), the City,
through its City Manager, will recommend award of the offered concessions to said
respondent(s) (any such respondent hereinafter referred to as a “Selected Respondent”).

Prior to consideration of the award of a concessions package by the City Council, a Selected
Respondent must execute a Retail Concession Contract (“Contract”) with the City in a form
agreed upon by the City and the Selected Respondent. It is intended that the Contract will be

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substantially similar to Attachment A – Form Retail Concession Contract, but will be
modified to incorporate provisions of this RFP, the Selected Respondent’s proposal, and
other terms and conditions, as necessary. A Selected Respondent must execute the Contract
and deliver it to the City within 14 days after notification of tentative selection by the City.

Following execution of the Contract by a Selected Respondent, the Contract will be


submitted to the City Council for its approval. All awards of concessions under this RFP are
subject to the approval of the City Council, which approval is at the City Council’s sole
discretion.

Within 15 days of the award of a contract by the City Council, Selected Respondents must
provide the City with the proof of the required insurance (further specified in Section III.J
below. of this RFP and in the Contract) and the required performance bond or letter of credit
(further specified in Section III.K below of this RFP and in the Contract).

Respondents are encouraged to carefully read this document, including all attachments, to
familiarize themselves with the obligations required of Airport concessionaires.

I. PROPOSAL EVALUATION CRITERIA

All responsive proposals will be reviewed and evaluated in consideration of the following
criteria:

1. Brands (26 Points)

a. Concept, brands (local, regional, national), and theme development


b. Quality, variety, and creativity of offerings
c. Visual presentation of offerings
d. Creative and innovative design, design theme, quality of finishes, and graphics
e. Compliance with Concessions Design Guidelines

2. ACDBE Participation (15 Points)

a. ACDBE Plan or policy proposed by the respondent.


b. Respondent’s Historical Utilization of DBEs/ACDBEs
c. Meaningfulness of participation and roles of ACDBE/DBE firms in the concessions
operations, structure of the management/ownership, joint ventures and secured
contracts for goods and/or services, both existing and proposed.
d. Acknowledgement of 49 CFR Part 23 requirements to meet goals or perform Good
Faith Efforts (GFE) to meet the goals

3. Economics/Financial Return to the City (23 Points)

a. Minimum Annual Guarantee (“MAG”)


b. Percentage rent proposed
c. Capital investment
d. Reasonableness of sales and payment projections

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4. Operations Plan (12 Points)

a. Experience of proposed on-site management staff


b. Staffing plan
c. Customer service programs
d. Employee training program
e. Operations plan, including delivery and stocking logistics, inventory, and cash control
f. Marketing efforts
g. Retention plan for existing employees

5. Financial Capability (12 Points)

a. Financial resources (including net worth and documented access to debt or equity
capital) to successfully develop and construct the proposed facilities
b. Financial resources (including working capital and documented access to credit) to
successfully operate the proposed concession
c. Quality of financial documents

6. Experience (12 Points)

a. Experience with the development, operation, and management of retail


establishments, concepts, and functions similar to those being proposed
b. Experience with the development, operation, and management of an airport
concession
c. Quality of existing facilities operated by respondent (or constituent entities of
respondent) as determined by photographs or site visits
d. Business references
e. Experience of architectural/design team in development of comparable facilities

J. INCUMBENT’S RIGHT OF FIRST REFUSAL

1. Background. Pursuant to action by the City Council at its August 18, 2010, meeting, in
order to provide continuous and efficient service to Airport customers during
construction of the new Airport terminal building, the current retail concessionaire at the
Airport, Hudson Retail Dallas, J.V., (“Incumbent”) has been granted a right of first
refusal for retail packages offered in this RFP (all such packages referred to, individually
and collectively, as “Retail Packages”) in consideration for the Incumbent’s extension of
it concessions operations in the existing terminal during construction of the new
concourse.

2. Incumbent Right of First Refusal.

a. If Incumbent is not the Selected Respondent for any Retail Package, Incumbent shall
have a right of first refusal (“ROFR”) to be recommended for award, in the manner
described herein, Retail Packages, the total value of which is not greater than 27% of
the total value of all Retail Packages (“27% ROFR”).

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b. If Incumbent is the Selected Respondent for some of the Retail Packages, but the
combined value of which are less than 27% of the total value of all Retail Packages,
then Incumbent’s 27% ROFR shall be reduced by the combined value of the Retail
Packages for which Incumbent is the Selected Respondent. For example, if
Incumbent is the Selected Respondent for Retail Packages, the combined value of
which equals 12% of the total value of all of the Retail Packages, Incumbent’s 27%
ROFR shall be reduced to a 15% ROFR.

c. If Incumbent is the Selected Respondent for Retail Packages, the combined values of
which are 27% or more of the total value of all of the Retail Packages, then there is
no Incumbent ROFR.

3. Determination of Value of Retail Packages. The value of the Retail Packages shall be
defined by City in its sole discretion.

4. Selection of Retail Packages to which ROFR Applies.

The Retail Packages to which Incumbent’s ROFR applies shall be selected randomly by
the City. Only those Retail Packages that have a value equal to or less than 27% of the
total value of the Retail Packages, or such lesser percentage as may be determined in
accordance with paragraph 2 above, would be eligible for random selection by lottery
(any such Retail Package referred to as an “eligible package”).

City would randomly select by lottery Retail Packages from among the eligible packages
until the total value of the Retail Packages selected, plus the value of any Retail Packages
on which Incumbent is the Selected Respondent, is equal to or as close as possible to
27% of the total value of the Retail Packages without exceeding 27% of the total value.

If through such lottery, City selects a Retail Package with a value that will, in
combination with the other Retail Packages previously selected in the lottery and any
Retail Packages on which Incumbent is the Selected Respondent, exceed 27%, such
Retail Package would be set aside and another Retail Package(s) would be selected.

5. Exercise of Incumbent’s ROFR

Incumbent would then have the opportunity to match the terms of the otherwise
successful proposal for each Retail Package selected through the lottery. In order to
exercise its ROFR, Incumbent must match the following terms of the otherwise
successful proposal of each of the Retail Package(s) to which Incumbent’s ROFR applies:
minimum annual guarantee rent, percentage rent rate(s), minimum initial capital
investment, operational commitments, and comparable brands (as determined by City in
its sole discretion) for each package selected in the manner described in paragraph 4
above.

Incumbent must notify City within 14 days of the lottery described in paragraph 4 above
of its intention to exercise its ROFR as it applies to any of the randomly selected Retail
Packages. If Incumbent notifies City of its intent to exercise its ROFR, within 14 days of
providing City with such notice, Incumbent must present acceptable documentation to

Retail RFP 16
City evidencing Incumbent’s ability to match the requisite terms of the otherwise
successful proposal for a Retail Package and the documentation/information required
under Section V.B, V.C, and V.F-N of this RFP in the same format as specified in
Section V. If Incumbent chooses not to match an otherwise successful proposal for a
Retail Package selected at random, the value of that Retail Package shall be deducted
from Incumbent’s remaining percentage ROFR.

K. CITY’S RESERVATION OF RIGHTS

City reserves the right to reject any or all proposals and to invite new proposals should all
submitted proposals for any package be rejected, or to take such other courses of action as
City deems appropriate at City’s sole and absolute discretion. City reserves the right to:

1. Waive minor irregularities


2. Reject any or all proposals.
3. Modify the locations and sizes of the offered spaces.
4. Select multiple proposals.
5. Negotiate all proposal elements.
6. Take any other action the City determines serves its best interests.

Any one or more of the following, among others, may be considered sufficient reason for the
rejection of a proposal, regardless of a respondent’s qualifications in respect to the
Evaluation Criteria contained in Section II.I above:

1. Evidence of collusion among respondents.


2. Non-responsibility, as determined by the City in its sole judgment, as shown by past
work, references or other relevant factors.
3. Default on any obligation to the City including debt contract, as surety or otherwise.
4. Submission of a proposal that is incomplete, ambiguous, obscure, or that contains
alterations or substantial irregularities of any kind.
5. Submission of a retail concept deemed by the City, in its sole judgment, to be
inconsistent with the goals and objectives of the concessions program, including its
merchandising plan.

In addition, the City reserves the right to solicit for and designate certain products to be
offered throughout the terminal, including, but not limited to bottled water, pouring brand
rights, and coffee brand. The solicitation for such products and any subsequent contractual
agreement will not apply to any concessionaire who has a national franchise account for such
products.

L. CONSENT TO INVESTIGATION

The City’s determination as to whether a respondent is qualified and responsible will be


based on information provided by the respondent in its proposal, interviews (if applicable)
and other sources deemed to be valid, in City’s sole judgment, by the City. A contract will
not be recommended until all investigations of the respondent’s business experience,
financial responsibility and character are completed. By submitting its proposal, the

Retail RFP 17
respondent (including principal owners, officers, and all constituent entities of any tier, and
their respective owners and officers) agrees to permit and cooperate with such investigations.

M. INTERVIEWS

Respondents may be required to attend one or more interviews with the City and its
designees to discuss specific issues related to the proposal. The City will determine the dates
and times of such interviews and invited respondents will be given notice of such at the
appropriate time.

N. EXPENSES

All expenses incurred by the respondents in preparation of responses to this RFP (including
costs associated with interviews) will be borne solely by the respondents. The City is not
responsible for any costs associated with any proposal submission.

O. ANTI-LOBBYING PROVISIONS

The Dallas City Code Section 12A-15.8(g) provides: “Lobbying by bidders and proposers on
city contracts. A person responding to a request for bids or request for proposals on a city
contract shall not (either personally or through a representative, employee, or agent) lobby a
city council member from the time the advertisement or public notification of the request for
bids or request for proposals is made until the time the contract is awarded by the city
council. This subsection does not prohibit a bidder or proposer from speaking at the city
council meeting where the award of the contract is considered.”

The Dallas City Code Section 15A-4.1(e) provides: “A person responding to a request for
bids or request for proposals on a city contract shall not (either personally or through a
representative, employee, or agent) knowingly make a campaign contribution to a city
council member from the time the advertisement or public notification of the request for bids
or request for proposals is made until 60 days after the date the contract is awarded by the
city council.”

P. DISCLAIMER

The information contained in this RFP, and the attachments 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
City and Airport staff, their respective officers, employees, agents, and contractors, are not
liable for the accuracy of the information or its use by prospective respondents.

Retail RFP 18
III. SUMMARY OF TERMS AND CONDITIONS OF THE OFFERED
CONCESSIONS
This RFP, and all exhibits, attachments and addenda thereto, does not constitute a contract between
the City and any entity or individual, a commitment by the City to accept concession services from
any entity or individual, or a commitment by any entity or individual to provide concession
services to the City. A concession shall be performed only under the terms and conditions of the
Contract by and between the City and a respondent awarded a retail concession (referred to as a
“Concessionaire” throughout this Section III).

This Section III summarizes some of the key terms and conditions for operation of the retail
concessions at the Airport, which will be incorporated into the Contract. THIS SUMMARY IS
NOT INTENDED TO BE A COMPLETE DESCRIPTION OF ALL OF THE TERMS OF THE
CONTRACT. A form of the Contract is included with this RFP as Attachment A – Form Retail
Concession Contract. Capitalized terms used in this Section III that are not defined herein, shall
have the same meaning as defined in the Form Retail Contract. If there is any conflict between the
terms of this RFP, the terms of the Form Retail Concession Contract, or the Contract executed by
City and Concessionaire, the terms of the executed Contract shall be final and binding.

A. NON-EXCLUSIVE CONCESSION

Concessionaire will have a non-exclusive right, privilege, and obligation to operate and
manage a retail concession for the sale of retail merchandise and services in and from its
Assigned Premises. At any time during the Term, City may enter into other agreements with
other concessionaires for the operation of retail concessions similar to those of
Concessionaire. It is understood and agreed that nothing in the RFP or Contract is to be
construed to grant or authorize the granting of an exclusive right to an individual
Concessionaire.

B. TERM OF CONTRACT

The Contract shall be effective and binding upon the date of execution of the Contract by
City (“Effective Date”). The “Term” shall commence upon the delivery of any portion of the
Assigned Premises to Concessionaire (“Commencement Date”). The Term shall be
comprised of the Interim Term, the Primary Term, and, at the City’s sole option, the Renewal
Term as follows;

1. The Interim Term shall commence on the Commencement Date and will include the
period required for finish-out of the Assigned Premises both prior to the opening of the
Terminal to the public and during the period the Terminal is partially open for aviation
operations and to the public, and shall terminate on the last day of the calendar month
during which the Director certifies in writing that the twentieth (20th) passenger boarding
gate in the Terminal is usable for commercial air service.

2. The Primary Term shall commence upon the expiration of the Interim Term and shall
continue for a period of seven (7) years thereafter, unless terminated earlier in accordance
with the Contract.

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3. The City, in its sole discretion, may renew the Contract for two additional periods of one
(1) year each, which term shall commence upon the expiration of the Primary Term of the
Contract (“Renewal Term”).

C. CONCESSION FEES: MAG AND PERCENTAGE FEE

In consideration for the rights and privileges granted by City to Concessionaire under the
Contract, Concessionaire shall pay to City the fees described in this RFP and in the Contract.

1. Rent During the Interim Term. Concessionaire shall begin paying City the “Percentage
Fee” (defined below) on the Opening Date and shall continue paying City the Percentage
Fee throughout the Interim Term.

2. Rent During the Primary Term and Renewal Term. During each year of the Primary
Term and the Renewal Term, if any, Concessionaire shall pay to City the greater of the
Percentage Fee or the Minimum Annual Guarantee (“MAG”).

a. Percentage Fee. The “Percentage Fee” is the sum of the percentages of Gross
Revenues Concessionaire proposes to pay to City. The minimum acceptable
Percentage Fee rates are shown in Table 4 in Section IV below.

b. MAG Definition. The MAG for the first year of the Primary Term of the Contract is
proposed by Concessionaire. The minimum acceptable MAGs for the first year of the
Primary Term are shown in Table 4 in Section IV below. 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.

D. OTHER FEES

1. Rent for Assigned Support Space. The availability of storage and support space in the
Terminal will be very limited and shall be assigned to Concessionaire, if at all, at the
discretion of City; additional storage space will be available in the central receiving
facility that is currently under development. Concessionaire will be assessed a fee, not to
exceed $40.00 per square foot, for any Assigned Support Space in the Terminal.

2. Central Receiving. All deliveries to concessionaires will occur through the central
receiving facility, located on or near the Airport, to be operated by City or a designated
third-party facility manager. Concessionaire will be required to use the central receiving
facility for receipt of its deliveries. Concessionaire shall pay to City, or a designated
third party, its proportional share of the costs of the central receiving facility, as
determined by City or said designated third party.

3. Marketing Fund. Concessionaire shall pay a fee to City, not to exceed one-half of one
percent (0.5%) of Concessionaire’s Gross Revenues, to fund a joint marketing account, to
be controlled by City or its designated agent, for the purpose of paying the costs of
advertising, promotional materials, and other activities appropriate for marketing
concessions at the Airport.

Retail RFP 20
E. CAPITAL INVESTMENT AND IMPROVEMENTS TO THE ASSIGNED PREMISES

1. Initial Capital Investment. The Concessionaire must develop, at its own cost, all portions
of the Assigned Premises prior to the Opening Date. The Contract will include a
provision that the minimum initial capital investment in the Assigned Retail Locations (to
include fixed improvements; trade fixtures, furnishings and equipment; and design and
engineering costs) will total at least 95% of the amount specified in the Concessionaire’s
proposal. The City requires a minimum capital investment of $350.00 per square foot of
the Assigned Retail Locations. Concessionaire must also develop, at its own cost, any
Assigned Support Space. There is no minimum initial capital investment requirement for
Assigned Support Space, and any such costs do not apply to the minimum initial capital
investment for the Assigned Retail Locations.

2. Mid Term Refurbishment. In addition to the initial capital investment, the City will
require a mid-term refurbishment of any Assigned Retail Location for which the
combined Interim and Primary Terms will exceed eight (8) years. On or about the
beginning of the fifth (5th) year of the Primary Term, Concessionaire shall make an
additional capital investment to refurbish and/or re-concept each Assigned Retail
Location in an amount to be agreed by City and Concessionaire, but not less than $55.00
per square foot.

3. Plans and Specifications and Construction. Prior to any construction activities on the
Assigned Premises, Concessionaire shall submit to the City detailed plans and
specifications of its proposed improvements that conform to all of the requirements of the
Airport’s Design Standards Manual, which will be provided to the Concessionaire, and
the Concession Design Guidelines (Attachment – F). City reserves the right to review
and approve all improvements to Concessionaire’s Assigned Premises.

F. PERFORMANCE AND OPERATIONAL STANDARDS

The City desires to provide the traveling public and employees the highest level of customer
service and product quality. Accordingly, the Contract will incorporate various performance
and operational standards. The City reasonably believes that failure by a Concessionaire to
adhere to the performance and operational standards will result in significant inconvenience
to the traveling public and employees, adversely affect the overall concessions business at the
Airport, and reduce the amount of the concession fees to be paid to the City. Consequently,
the City may assess fines as set forth in the Contract.

Generally, the City will permit a cure period upon notice of an infraction of the performance
or operational standards. However, for certain infractions (for example, operating hours
infractions) or repeated violations of the same performance standard, the City will not permit
a cure prior to assessing a fine. Moreover, the City may, at its sole discretion, deem repeated
or frequent violations of performance or operational standards an event of default under the
Contract. The performance and operational standards that the City demands of
Concessionaires are more fully described in the Form Retail Concession Contract
(Attachment A).

Retail RFP 21
G. OPERATING REQUIREMENTS

1. Maintenance and Repair Generally. Concessionaire shall provide at its own expense
such maintenance, custodial, and cleaning services and supplies as may be necessary
or required to maintain the Assigned Premises in good appearance, repair, and safe
condition. Concessionaire shall ensure that the Assigned Premises are kept free from all
rubbish, filth, and refuse.

2. Preventive and Routine Maintenance Programs. Prior to the opening of any facility,
Concessionaire shall establish a preventive and routine maintenance program, the
provisions of which shall be subject to the initial written approval of and periodic review
by the Director of Aviation (“Director”). Concessionaire shall from time to time, upon
request, provide the Director a written schedule of Concessionaire’s cleaning and
maintenance program.

3. Hours of Operation. Concessionaire shall ensure that each of the Assigned Retail
Locations are continuously open for business and provide all services and sales activities
as required by the Contract every day of the Term at such hours as are necessary for
Concessionaire to be open ninety (90) minutes before the time of the first scheduled
outgoing flight of the day until the time of the last scheduled outgoing flight of the day
(“Store Hours”). Any modifications to Store Hours that may be requested from time to
time by Concessionaire shall be subject to the Director’s prior written approval as
determined in his or her sole discretion.

From time to time, at the Director’s discretion, the Concessionaire may be required to
remain open later than Store Hours, with sufficient staffing and inventory, at one or more
of its facilities in order to accommodate delayed passengers, other Airport operating
reasons, or if necessary for the City and/or Concessionaire to remain in compliance with
federal regulations.

4. Staffing. Concessionaire shall recruit, train, supervise, direct, and deploy the number of
representatives, agents, and employees necessary to promptly provide services to all
customers and to meet all of the requirements of the Contract.

H. STREET PRICING

Concessionaire may not charge prices for any products or services that exceed the “street
price”. The sale price of any item that has a pre-printed price must not exceed the pre-printed
price. The price for other retail merchandise items sold by Concessionaire must be priced no
higher than the same retail merchandise item found in comparable off-Airport locations
(excluding special promotional items) within the greater Dallas metropolitan area.
Comparable locations will be determined by City, in consultation with Concessionaire, and
may change throughout the Term of the Contract as determined necessary by City. All
merchandise item comparisons are to be similar or “like” in size, quantity, and quality. All
branded or franchised retail concepts should be compared to other identical brand stores or
locations.

Retail RFP 22
I. SECURITY

All of the Concessionaire’s employees who work at the Airport must apply for and be issued
by the City 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 City may designate from time to time. Prospective
respondents are advised that the City may, at its discretion, change regulations and
requirements related to security identification from time to time and the Concessionaire shall
comply will all such regulations and requirements.

Concessionaires are also responsible for complying with all security regulations and
requirements as may be promulgated by the Federal Aviation Administration (“FAA”),
Transportation Security Administration (“TSA”), the City, or any other governmental unit
with jurisdiction. It is understood that the requirements of the FAA, TSA, or City regarding
security matters may change from time to time, and Concessionaire shall comply with all
such requirements.

Any fines assessed against the City for security violations by Concessionaire or its
employees, vendors, suppliers or invitees shall be promptly reimbursed to the City by
Concessionaire.

J. INSURANCE REQUIREMENTS

Within fifteen (15) days of the City Council’s approval of a Contract with Concessionaire,
Concessionaire shall be required to provide City with proof of the insurance meeting the
requirements of the Contract which are set forth in Attachment C – Insurance
Requirements. Concessionaire shall procure, pay for, and maintain from the Effective Date
until the expiration or termination of the Contract, with a company authorized to do business
in the State of Texas and acceptable to City, the minimum insurance coverage set forth in the
Contract. City reserves the right to review the insurance requirements and to adjust
insurance coverage or limits when deemed necessary and prudent by City’s Office of Risk
Management, based upon changes in statutory law, court decisions, or the claims history of
the industry as well as the Concessionaire and its subconcessionaires (if any). City shall be
entitled, upon request and without expense, to receive copies of the policies and all
endorsements thereto and may make any reasonable request for deletion, revision, or
modification of particular policy terms, conditions, limitations, or exclusions except where
policy provisions are established by law or regulation binding upon either of the parties
hereto or the underwriter of any such policies.

K. PERFORMANCE BOND OR LETTER OF CREDIT

In order to guarantee Concessionaire’s performance required under the Contract, within


fifteen (15) days of the City Council’s approval of a Contract with Concessionaire,
Concessionaire shall be required to provide City with a performance bond or an irrevocable
letter of credit made payable without condition to City. The performance bond or letter of
credit shall be maintained from the Effective Date until the expiration or termination of the
Contract in an amount equal to 50% of the first year MAG amount. If Concessionaire

Retail RFP 23
chooses to provide a performance bond as security to City, the performance bond shall be
issued by a corporate surety or sureties licensed to issue surety bonds in the State of Texas,
authorized to do insurance business in Texas, listed on the United State Treasury List of
Sureties Authorized to Issue Bonds for Federal Jobs, and otherwise acceptable to City. The
performance bond shall be issued on form(s) approved by City and shall name City as
obligee. Concessionaire is required to secure a replacement surety in the same manner as
required above in the event the original surety becomes insolvent. The bond shall require
that the City be notified by the surety in writing thirty (30) prior to the expiration of the bond
or a decision by the surety not to renew the bond.

L. TERMINATION BY CITY

In addition to City’s right to terminate the Contract with Concessionaire for cause, as
specified in the Contract, City reserves the right to terminate the Contract, in the public
interest, in whole or in part, for the convenience of City, without cause any time, with ninety
(90) days notice. If City exercises its right to terminate the Contract for its convenience, City
shall reimburse Concessionaire for the unamortized costs of Concessionaire’s initial Capital
Investment, amortized on a straight-line basis over the Primary Term. No amount will be
due Concessionaire for lost or anticipated profits as a result of any termination for
convenience by City.

M. CONFLICT OF INTEREST OF CITY EMPLOYEES

The following Section of the Charter of City of Dallas shall be one of the conditions, and a
part of, the consideration of the Contract, to wit:

“CHAPTER XXII. Sec. 11. FINANCIAL INTEREST OF EMPLOYEE OR


OFFICER PROHIBITED –

“(a) No officer or employee shall have any financial interest, direct or indirect, in
any contract with City or be financially interested, directly or indirectly, in the sale to
City of any land, materials, supplies or services, except on behalf of City as an officer
or employee. Any violation of this section shall constitute malfeasance in office, and
any officer or employee guilty thereof shall thereby forfeit the officer’s or employee’s
office or position with City. Any violation of this section, with knowledge, express or
implied, of the person or corporation contracting with City shall render the contract
involved voidable by City Manager or The City Council.

“(b) The alleged violations of this section shall be matters to be determined either by
the Trial Board in the case of employees who have the right to appeal to the Trial
Board and by The City Council in the case of other employees.

“(c) The prohibitions of this section shall not apply to the participation by City
employees in federally-funded housing programs, to the extent permitted by
applicable federal or state law.”

Retail RFP 24
N. GIFT TO PUBLIC SERVANT

City may terminate the Contract immediately if Concessionaire has offered, agreed to confer,
or conferred any “benefit” upon a City employee or official that City employee or official is
prohibited by law from accepting. City has been advised by the prosecuting authorities that
the Section 36.10(4) exception to Section 36.08 and 36.09 of the Texas Penal Code is not
available to public servants who have no legal reporting requirements.

For purposes of this Section, “benefit” means anything reasonably regarded as economic gain
or economic advantage, including benefit to any other person in whose welfare the
beneficiary is interested, but does not include a contribution or expenditure made and
reported in accordance with law.

Notwithstanding any other legal remedies, City may require Concessionaire to remove any
employee of Concessionaire who has violated the restrictions of this Section or any similar
state or federal law, and obtain reimbursement for any expenditures made as a result of the
improper offer, agreement to confer, or conferring of a benefit to a City employee or official.

Retail RFP 25
IV. DESCRIPTION OF CONCESSION OPPORTUNITIES
A. PACKAGES

Ten (10) retail concession packages are offered in this RFP. Specific space locations, areas,
and expected opening dates are listed on Table 3. Please note that locations, sizes,
dimensions, and expected opening dates of the spaces are based on current plans and
schedules and subject to change at any time without liability to the City. The City reserves
the right to modify the concession spaces in accordance with the terms of the Contract.

Attachment D – Terminal Floor Plans show the location of each offered space.
Attachment E – Lease Outline Drawings indicates the dimensions of each location.

B. ANTICIPATED DELIVERY SCHEDULE

Based on current construction schedules, the City expects to deliver spaces to


Concessionaires for construction and fit-out six (6) months prior to the expected opening
dates listed in Table 3. The expected delivery dates and opening dates are based on current
schedules and subject to change at any time without liability to the City.

C. ACCEPTABLE MINIMUM ANNUAL GUARANTEE FEE AND PERCENTAGE FEE RATE

MAG proposed for the first year of the Primary Term must be no less than the minimum
acceptable MAG for each package set forth in Table 4, otherwise the proposal may be
considered non-responsive and eliminated from further award consideration.

The Percentage Fee proposed must be no less than the minimum acceptable Percentage Fee
for each package set forth in the Table 4, otherwise the proposal may be considered non-
responsive and eliminated from further award consideration.

D. EXISTING TERMINAL FACILITIES

The existing terminal concession facilities will be operated by the existing concessionaires
until they are closed due to construction or the City determines that these facilities are no
longer needed to serve passengers in the existing terminal. This RFP does not include any
opportunities for concessions operations in the existing terminal building.

Retail RFP 26
Table 3
Retail Concessions Packages and Spaces
Space Area Expected Primary Merchandising Plan
(sq. ft.) Opening Term Type Concept
PACKAGE #1
C2586 1,287 Apr 2013 7 News/Convenience Newsstand
L1009 333 Apr 2013 7 News/Convenience Newsstand
C2041A 779 Apr 2013 7 Specialty Retail Children's/Educational*
Package Total 2,399

PACKAGE #2
C2151A 1,797 Apr 2013 7 News/Convenience Newsstand/Books
C2016 1,032 Oct 2014 7 Specialty Retail Museum Shop
C2151B 709 Apr 2013 7 Specialty Retail Texas Music Venue/ Merch.
Package Total 3,538

PACKAGE #3
C2006 1,362 Apr 2013 7 News/Convenience Newsstand
C2311 909 Oct 2014 7 Specialty Retail Lifestyle*
C2511 905 Apr 2013 7 Specialty Retail Health & Beauty*
Package Total 3,176

PACKAGE #4
C2386 1,287 Oct 2014 7 News/Convenience Newsstand
C2251A 680 Oct 2014 7 Specialty Retail Men's Apparel/Accessories*
Package Total 1,967

PACKAGE #5
C2086 1,126 Apr 2013 7 Specialty Retail Sports

PACKAGE #6
C2176 999 Apr 2013 7 Specialty Retail Electronics

PACKAGE #7
C2001 407 Apr 2013 7 Specialty Retail Fashion Kiosk*

PACKAGE #8
C2169 407 Apr 2013 7 Specialty Retail Fashion Kiosk*

PACKAGE #9
C2101 917 Apr 2013 7 Specialty Retail Leather Goods*

PACKAGE #10
C2115 690 Apr 2013 7 Specialty Retail Western Theme Apparel

*These are preferred concepts. The City will consider alternative concepts that respondent may wish to propose.

Retail RFP 27
Table 4
Food and Beverage Concessions
Minimum Acceptable MAG and Percentage Rent Rate(s)
Package Minimum Acceptable Minimum Acceptable Percentage Fee
Minimum Annual Rate(s)2
Guarantee 1
News/Convenience Merchandise3 14%
1 $463,000
Specialty Retail Merchandise4 11%
News/Convenience Merchandise3 14%
2 $534,000 Specialty Retail Merchandise4 11%
Museum Shop Merchandise5 9%
News/Convenience Merchandise3 14%
3 $372,000
Specialty Retail Merchandise4 11%
News/Convenience Merchandise3 14%
4 $260,000
Specialty Retail Merchandise4 11%

5 $155,000 Specialty Retail Merchandise4 11%

6 $133,000 Specialty Retail Merchandise4 11%

7 $53,000 Specialty Retail Merchandise4 11%

8 $53,000 Specialty Retail Merchandise4 11%

9 $66,000 Specialty Retail Merchandise4 11%

10 $88,000 Specialty Retail Merchandise4 11%

1. Minimum Annual Guarantee to be paid in the first year of the Primary Term. For the second year
and throughout the remainder of the Term, MAG will be determined in accordance with the
Contract.
2. The Percentage Fee rate for pre-security locations will be reduced two percentage points from
the rate specified in the Contract for comparable merchandise and services.
3. Percentage Fee rate for all sales from locations labeled "News/Convenience" in Table 3.
4. Percentage Fee rate for all sales from locations labeled "Specialty Retail" in Table 3 (except
location #C2016).
5. Percentage Fee rate for all sales from location #C2016.

Retail RFP 28
E. MERCHANDISING PLAN AND SCOPE OF CONCESSION SERVICES

The City seeks qualified individuals or entities to develop, manage, and operate the requested
concessions for use by Airport passengers, employees, visitors and other tenants as further
described in this RFP. To assist respondents in developing proposals, a brief description of
appropriate concepts for each opportunity is provided below. The descriptions are intended
to provide examples of the types of merchandise that may be offered by operators. The City
is committed to developing an innovative concessions program that incorporates the highest
level of quality in a unique shopping environment. Specific guidelines and restrictions for
each category are included in the descriptions.

The City has adopted a recommended merchandising plan for the concession program at the
Airport as depicted in Attachment D – Terminal Floor Plans and described below. For
some locations – identified in Table 3 and below – the stated concept is preferred. The City
will consider alternative concepts that a respondent may wish to propose, which the City may
accept if deemed by the City, in its sole judgment, to be in its best interest. The City reserves
the right to reject concepts which it deems, in its sole judgment, to vary significantly from the
recommended merchandising plan or to be inappropriate for the Airport or determined to be
financially not viable.

1. Package #1

a. Location #C2586 Newsstand

The facility is intended to provide travelers with an extensive mix of reading


materials, sundries, travel accessories, and souvenirs. The majority of merchandise
offered should include newspapers, periodicals, and paperback books, including
popular local, national, and international titles. The location may include a selection
of health and beauty aids, travel accessories, pre-packaged candy and snacks, and
bottled non-alcoholic beverages. The store may also offer a small selection of
souvenir gifts and apparel. Only premium quality merchandise, subject to the City’s
approval, may be sold.

b. Location #L1009 Newsstand

The pre-security facility is intended to provide travelers with an extensive mix of


reading materials, sundries, travel accessories, and souvenirs. The majority of
merchandise offered should include newspapers, periodicals, and paperback books,
including popular local, national, and international titles. The location may include a
selection of health and beauty aids, travel accessories, pre-packaged candy and
snacks, and bottled non-alcoholic beverages. The store may also offer a small
selection of souvenir gifts and apparel. Only premium quality merchandise, subject
to the City’s approval, may be sold.

c. Location #C2041A Children’s / Educational

Retail RFP 29
This location is intended to offer a variety of children’s items that have an educational
element. Educational or learning type toys, games, puzzles, related plush toys,
collectibles, gifts, and related books. The store may also offer a selection of
children’s apparel and accessories as long as this merchandise is related to the store’s
main theme. Where possible, the overall store environment should be a playful and
interactive experience for its customers.

The City prefers the specified concept for this location. However, the City will
consider an alternative concept that a respondent may wish to propose. Respondents
are reminded that the City reserves the right to reject concepts which it deems, in its
sole judgment, to vary significantly from the recommended merchandising plan.

2. Package #2

a. Location #C2151A Newsstand / Books

The facility is intended to provide travelers with an extensive mix of reading


materials, sundries, travel accessories, and souvenirs. The majority of merchandise
offered should include newspapers, periodicals, and paperback books, including
popular local, national, and international titles. The location may include a selection
of health and beauty aids, travel accessories, pre-packaged candy and snacks, and
bottled non-alcoholic beverages. The store may also offer a small selection of
souvenir gifts and apparel. Only premium quality merchandise, subject to the City’s
approval, may be sold.

In addition, a separate and distinct section of the store should be dedicated to a variety
of hardback and paperback books, audio and downloadable books, and a limited
selection of related accessories. If space permits, it is also recommended that a
seating area for passengers be incorporated into the facility.

b. Location #C2016 Museum Shop

This location is intended for the sale of merchandise found in museum gift shops and
catalogs or generally associated with any one or more of the region’s prominent
museums.

c. Location #C2151B Texas Music Venue

The focus of this store is Texas music. Merchandise products may include but not be
limited to music compact discs and souvenir type items that focus on the local music
industry. In addition, the store may offer ticket services for local concerts.

This store may be integrated into the newsstand / bookstore in Location #C2151A
with consolidated displays and a shared cash wrap.

3. Package #3

a. Location #C2006 Newsstand

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The facility is intended to provide travelers with an extensive mix of reading
materials, sundries, travel accessories, and souvenirs. The majority of merchandise
offered should include newspapers, periodicals, and paperback books, including
popular local, national, and international titles. The location may include a selection
of health and beauty aids, travel accessories, pre-packaged candy and snacks, and
bottled non-alcoholic beverages. The store may also offer a small selection of
souvenir gifts and apparel. Only premium quality merchandise, subject to the City’s
approval, may be sold.

b. Location #C2311 Lifestyle

The location is intended for the sale of lifestyle products focused on a specific brand
or theme. Lifestyle may include the sale of home and/or personal merchandise that
specifically targets and is in keeping with the lifestyle trends, wants, and needs of the
passengers using the Airport.

The City prefers the specified concept for this location. However, the City will
consider an alternative concept that a respondent may wish to propose. Respondents
are reminded that the City reserves the right to reject concepts which it deems, in its
sole judgment, to vary significantly from the recommended merchandising plan.

c. Location #C2511 Health & Beauty

This store is intended to offer passengers a wide range of personal care products for
men and women such as lotions, soaps, cosmetics, aromatherapy, and other beauty
products either branded or specific theme. Recent trends in beauty products such as
organic and vegan type products should be considered as part of the merchandise mix.
Men’s and women’s products should be featured in separate and distinct areas of the
store for ease in shopping and browsing.

The City prefers the specified concept for this location. However, the City will
consider an alternative concept that a respondent may wish to propose. Respondents
are reminded that the City reserves the right to reject concepts which it deems, in its
sole judgment, to vary significantly from the recommended merchandising plan.

4. Package #4

a. Location #C2386 Newsstand

The facility is intended to provide travelers with an extensive mix of reading


materials, sundries, travel accessories, and souvenirs. The majority of merchandise
offered should include newspapers, periodicals, and paperback books, including
popular local, national, and international titles. The location may include a selection
of health and beauty aids, travel accessories, pre-packaged candy and snacks, and
bottled non-alcoholic beverages. The store may also offer a small selection of
souvenir gifts and apparel. Only premium quality merchandise, subject to the City’s
approval, may be sold.

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b. Location #C2251A Men’s Apparel / Accessories

The locations are intended for the sale of luxury and high-end apparel and accessory
products focused on a specific brand or theme. Branded concepts could include
apparel or other products. This store is intended for the sale of men’s apparel and
accessories focused on a specific brand or theme. Merchandise items that may be
considered would include shorts, sportswear, jackets and outer wear, ties, belts, and
men’s jewelry. Organization is key when featuring a wide range of accessories, thus
it is recommended that like merchandise categories be displayed together.

The City prefers the specified concept for this location. However, the City will
consider an alternative concept that a respondent may wish to propose. Respondents
are reminded that the City reserves the right to reject concepts which it deems, in its
sole judgment, to vary significantly from the recommended merchandising plan.

5. Package #5

a. Location #C2086 Sports

Because Dallas is known for its active lifestyle and love of sports, this location is
intended to offer passengers a specific sports theme, such as golf, football, Texas
teams, college conferences and teams, or other recognized sports organizations.
Sports themed apparel and accessories as well as related sports equipment may be
offered.

6. Package #6

a. Location #C2176 Electronics

This location is intended for sale of electronics and related merchandise including,
but not limited to portable electronic equipment such as CD, DVD, MP3 and digital
media players and viewers; personal computers; cameras and video recorders; cellular
telephones; portable digital assistants; game toys (including game software); pre-
recorded music, movies and video; software; and accessories. On-demand,
downloadable music, movies, video or other content for portable electronic devices
may be offered in this location.

7. Package #7

a. Location #C2001 Fashion Kiosk

This kiosk location is intended to feature one specific theme or concept. Merchandise
concepts that may be considered include sunglasses, jewelry, hats, scarves, or other
popular accessory item. The store may focus on one specific brand or feature
selections from multiple brands and designers. Because of the location of this kiosk
is in a high traffic area of the terminal, it is especially important that merchandise
displays are well organized and displayed in an aesthetically pleasing manner.

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The City prefers the specified concept for this location. However, the City will
consider an alternative concept that a respondent may wish to propose. Respondents
are reminded that the City reserves the right to reject concepts which it deems, in its
sole judgment, to vary significantly from the recommended merchandising plan.

8. Package #8

a. Location #C2169 Fashion Kiosk

This kiosk location is intended to feature one specific theme or concept. Merchandise
concepts that may be considered include sunglasses, jewelry, hats, scarves, or other
popular accessory item. The store may focus on one specific brand or feature
selections from multiple brands and designers. Because of the location of this kiosk
is in a high traffic area of the terminal, it is especially important that merchandise
displays are well organized and displayed in an aesthetically pleasing manner.

The City prefers the specified concept for this location. However, the City will
consider an alternative concept that a respondent may wish to propose. Respondents
are reminded that the City reserves the right to reject concepts which it deems, in its
sole judgment, to vary significantly from the recommended merchandising plan.

9. Package #9

a. Location #C2101 Leather Goods

This store is intended to target both men and women by offering a wide selection of
fine quality leather goods and accessories. Merchandise offerings may include
handbags, brief cases, wallets, back packs, laptop bags, business card holders, belts,
cosmetic cases, and other leather accessories.

The City prefers the specified concept for this location. However, the City will
consider an alternative concept that a respondent may wish to propose. Respondents
are reminded that the City reserves the right to reject concepts which it deems, in its
sole judgment, to vary significantly from the recommended merchandising plan.

10. Package #10

a. Location #C2115 Western Theme Apparel

This store should offer a wide variety of Western theme apparel for men, women, and
children. Related accessories such as hats, boots, belts, and belt buckles that
emphasize a Western theme may also be offered as part of the merchandise mix.

Retail RFP 33
V. PROPOSAL SUBMISSION REQUIREMENTS
In order to expedite the evaluation of proposals, respondents MUST organize and assemble
proposals as described below. Proposals which do not follow the specified format may be deemed
unresponsive and may be disqualified from further consideration. In addition, failure on the part of
the respondent to provide the required documentation may be cause for rejection of the proposal.

Proposals are to be prepared in such a way as to provide a straight-forward, concise statement of


capabilities to satisfy the requirements of this RFP. Expensive bindings, colored, and promotional
materials are not necessary or encouraged (except as requested in the proposal instructions).
Emphasis should be concentrated on conformance to the RFP instructions, responsiveness to the
RFP requirements, and on completeness and clarity of content. The proposal and copies must
include all of the following items and documents ordered and tabulated in the following order:

TAB 1 Cover/Transmittal Letter


TAB 2 RFP Acknowledgements
TAB 3 Business Information Statement
TAB 4 Business References
TAB 5 Experience and Qualifications Statement
TAB 6 Financial Information
TAB 7 Methods of Management and Operation
TAB 8 Store Concept and Design
TAB 9 Projected Sales, Net Income and Cash Flow
TAB 10 Capital Investment and Financing Plan
TAB 11 Proposed Rents
TAB 12 Airport Concession Disadvantaged Business Enterprise Plan
TAB 13 Exceptions
TAB 14 Other Information

The proposal and copies must be submitted to the address set forth on page 1 no later than the
Proposal Due Date and time as follows:

1. Three signed paper copies of the proposal bound in a three-ring binder

2. Twelve CDs, DVDs, or USB flash drives containing the complete proposal in electronic
files using portable document format (“PDF.” Please embed non-traditional fonts).
Please include each tabulated section of the proposal as a separate electronic file.

The City has established page limits for various sections of all proposals submitted in response to
this RFP. Please note page limits stated in the following instructions. Proposals that fail to adhere
to page limit restrictions may be deemed unresponsive and may be disqualified from further
consideration.

A. COVER/TRANSMITTAL LETTER

Each respondent must indicate the legal name of respondent (the entity that will be
Concessionaire if awarded a contract), a return mailing address, contact person, telephone/fax

Retail RFP 34
numbers and email address, as well as any pertinent facts or details of the proposal that the
respondent desires to emphasize, but not more than three (3) pages in length. The transmittal
letter must be signed by an officer or other individual who has authority to bind the
responding entity.

B. RFP ACKNOWLEDGEMENTS (FORMS 1 AND 2)

Under this tab, respondent must include the following executed and notarized, if applicable,
documents:

1. Respondent must submit an executed Signature Page as included in Attachment B –


City of Dallas General Terms and Conditions for Request for Proposal (RFP).

2. Respondent must submit an executed and notarized Certification Regarding Debarment,


Civil and Criminal Offenses (Attachment G - Form 1).

3. Respondent must submit and executed and notarized Proposal Affidavit (Attachment G -
Form 2).

4. Please insert executed acknowledgements of all addenda issued for this RFP.

C. BUSINESS INFORMATION STATEMENT (FORM 3)

Respondent must include a separate Business Information Statement (Attachment G –


Form 3) for the respondent and all proposed subconcessionaires, and all other entities and
individuals as instructed on the Business Information Statement. Statements must be
complete and accurate. Information that is incomplete, conditional, ambiguous, obscure, or
which contains alterations not called for, or irregularities of any kind, may be cause to deem
a proposal non-responsive. By submission of this proposal, respondent (and other entities of
whom a Business Information Statement is required) acknowledges and agrees that the City
has the right to make any inquiry or investigation that the City deems appropriate to
substantiate or supplement information contained in this statement and hereby authorizes the
release of any and all information sought in such inquiry or investigation to the City.

D. BUSINESS REFERENCES (FORM 4)

The respondent must list three (3) airport/landlord references related to its business
operations during the past five (5) years. The references should be the respondent’s primary
contact for day-to-day business at the airport, shopping center, etc. The facilities operated by
the respondent at these locations must be similar to those being proposed for this RFP.
Respondents should use the format provided in Attachment G - Form 4 for each reference.

E. EXPERIENCE AND QUALIFICATIONS STATEMENT (FORM 5)

Respondent must submit sufficient information for the City to determine that respondent
meets the qualifications established by the City and to assess the extent and performance of
respondent’s relevant business experience and qualifications, with special emphasis upon
prior experience with the ownership, operation, and management of businesses at airports

Retail RFP 35
and other high-volume, high-traffic venues. Respondent should also provide details on the
pertinent experience of persons who will be directly involved in the development, operation,
and management of the proposed concession at the Airport. Please complete and submit
Attachment G - Form 5 for the respondent and, as appropriate, its constituent entities and
subtenants.

Respondent should identify its architectural team, specifying prior experience in the design
of retail facilities (including resumes and project experience) with photographs of sample
projects attached. Also identify any LEED accredited professionals who are members of the
proposed design team.

The Experience and Qualifications Statement section of the proposal should not exceed eight
(8) pages. Sales schedules and photographs of existing facilities requested in
Attachment G - Form 5 do not count toward the page limit.

F. FINANCIAL INFORMATION (FORM 6)

Respondent must submit Attachment G - Form 6, including all financial information


requested on the form, for the respondent, all proposed subconcessionaires, and all other
entities and individuals as instructed on the form, all of which must be submitted under the
Financial Information tab of the proposal. The City reserves the right to obtain, at no cost to
the respondent, a Dun and Bradstreet financial report, or other credit report, on respondent
and/or any other entity or individual which has submitted a financial statement in connection
with this RFP to facilitate its financial evaluation of the proposal.

If respondent is relying on financial resources from other entities to meet the requirements of
this RFP, including debt or equity capital or lines of credit, then respondent must describe the
nature and amount of the other financial resources, its business relationship with the other
entity, and any restrictions related to use of the other financial resources. In addition, please
submit documentation from the other entity stating its commitment to provide the other
financial resources.

G. METHODS OF MANAGEMENT AND OPERATION

Describe the specific plan for the management and operation of the concession. Include a
discussion of the following:

1. Proposed hours of operation for each location which shall be, at least, as required in
Section III.G above.

2. Staffing plan to include the number of management and non-management employees to


cover the proposed operating hours for each location.

3. Concessionaire must take all merchandise deliveries at the central receiving facility to be
developed by the City. Please include anticipated schedules for the delivery of new
inventory and procedures for replenishment of in-store stock.

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4. Facility Maintenance Plan including respondent’s policy for maintenance and repairs,
expected frequency of cleaning and trash disposal, and general schedule for the
replacement of equipment, displays, fixtures, and carpeting.

5. Employee training programs.

6. Marketing plan for promoting the proposed facility. The description should include an
explanation of the type and frequency of any promotional programs such as celebrity and
character appearances, entertainment, advertising media, pamphlets, advertising signage
within the airport, coupons and programs for frequent patrons, frequent flyer passengers
and senior citizens. Also describe the proposed promotional program and policies,
including the frequency and duration of each event.

7. A description of the respondent’s plan to recruit and hire employees of existing


concessionaires.

The Methods of Management and Operations section of the proposal should not exceed 10
pages.

H. STORE CONCEPT AND DESIGN

Respondent should submit the following information for each location in sufficient detail to
clearly define the proposed store(s). This information should include the following detailed
descriptions:

1. Concession concept, brand, and theme including, as appropriate, a discussion of its


relation to the “Distinctively Dallas” theme. If respondent is proposing a franchised or
licensed brand owned by another entity, respondent must provide evidence of its rights to
franchise or license and operate the brand at the Airport.

2. Proposed merchandise selection and the approximate price range for each retail
merchandise category. Respondent should also suggest three benchmark stores within
the Dallas metropolitan area for price comparison purposes, which are subject to approval
by the City. If respondent, any constituent entity of respondent, or its subtenant (if any)
as appropriate, operates other similar stores within the Dallas metropolitan area, those
stores must be included as suggested benchmark stores.

3. Sources of merchandise, products, and supplies identifying in particular those items


generally identified with Dallas.

4. Narrative description of the proposed capital improvements to be made to the space, the
dominant design theme and a discussion of its relation to the “Distinctively Dallas”
theme.

5. Preliminary plans in sufficient detail to allow evaluation of the quality and design of the
proposed tenant improvements including:

Retail RFP 37
a. Layout and space plans of the facility showing points of sales, fixture layout,
expected queuing and other pertinent features.

b. Renderings of the store that include the interior and exterior views of the facility and
show the overall design of the space, general color scheme, and fixtures.

c. Descriptions and photographs that demonstrate the quality of the various materials to
be used within the store. (Respondent is not required to submit materials boards, but
may submit ONE set of the materials boards at its discretion. If respondent chooses
to submit materials boards, it does not count as a “page” for purposes of page
limitations. Further, photographs of the materials boards do not count as a “page” for
purposes of the page limitations.)

d. Renderings of proposed interior and exterior signage and graphics.

All design materials (with the exception of materials boards, if submitted) should be
submitted in 8-1/2” x 11” or 11” x 17” format. The Store Concept and Design section of the
proposal should not exceed seven (7) pages for each facility included in the package.

The City reminds respondents that all designs are subject to approval by the City prior to
construction and must conform to the Airport’s Design Standards Manual, to be provided to
Concessionaires, and the Concession Design Guidelines (Attachment F).

I. PROJECTED SALES, NET INCOME AND CASH FLOW (FORM 7)

Provide a good faith estimate of the expected annual gross sales, cost of goods sold, other
direct expenses, general and administrative expenses, net income and cash flow to be derived
from the proposed operations over the Term for each location. If the respondent proposes
multiple merchandise categories for Percentage Fee purposes, then the projection of gross
revenue must include a projection for each merchandise category. Respondent should use the
income and cash flow statement format provided in Attachment G - Form 7. Major
assumptions used in developing the sales projections should also be clearly stated.

J. CAPITAL INVESTMENT AND FINANCING PLAN (FORM 8)

Provide a detailed cost estimate for the proposed improvements and other start-up costs. The
estimate should delineate all improvements; equipment, furnishings and fixtures;
architectural design and engineering fees; working capital; initial inventory; improvements
completion bond; and other capital investments. Respondent should also specify the source
of funds (cash, bank loan, etc.) for the capital improvements and start-up costs for each
location and the allocation of such costs among the joint venturers or subconcessionaires (if
any). Use the format provided on Attachment G - Form 8.

K. PROPOSED RENTS (FORM 9)

Using Attachment G – Form 9, respondent should state the rents to the City that the
respondent proposes to pay, as follows:

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State the Minimum Annual Guarantee (“MAG”) rent that respondent proposes to pay for the
first year of the Primary Term of the Contract. Note the proposed MAG must be at least the
minimum MAG for each package as set forth in Table 4 (Section IV.C above) to comply
with the requirements of the RFP. For subsequent years of the Primary Term and any
Renewal Term, the MAG shall be equal to the greater of the proposed MAG for the first year
of the Primary Term or 90% of the previous year’s total Percentage Fee.

State the Percentage Fee rate(s) of Gross Revenues that the respondent proposes to pay for
each year of the Term of the Contract, or portion thereof. If the respondent wishes to
propose multiple Percentage Fees for either multiple concession categories or multiple
revenue tiers, then the definition of the various categories or tiers, as applicable, must be
clearly stated. The Percentage Fee rate(s) proposed by the respondent must be at least the
minimum Percentage Fee as set forth in Table 4 (Section IV.C above) to comply with the
requirements of the RFP.

L. AIRPORT CONCESSION DISADVANTAGED BUSINESS ENTERPRISE PLAN (FORMS 10(1) –


10(4))

It is the policy of the City that Airport Concession Disadvantaged Business Enterprises
(ACDBEs) should have the maximum practical opportunity to participate in the competitive
process of supplying goods and services to the City as managers and operators of concessions
at the Airport. The City has established an ACDBE participation goal for all packages
offered by this RFP of 23.5%.

The City expects each respondent to formulate an ACDBE Plan that is beneficial to the
respondent and the Airport community. Each respondent must include as part of its proposal,
the respondent’s plan for ACDBE participation, which must be specific and must provide for
the operation of specific aspects of its business plan by ACDBE participants. Respondent
must identify its ACDBE participants and describe in detail each ACDBE’s participation.

Respondents must provide completed and executed ACDBE Program forms as appropriate
(Attachment G - Forms 10(1), 10(2), 10(3), and 10(4)). Respondent should include a
description of the specific role(s) of ACDBE(s) in the management and operations of the
concession and the level of financial participation by the ACDBE(s).

For general information concerning ACDBE certification, contact the NCTRCA directly at
(817) 640-0606 or visit their website at www.nctrca.org.

M. EXCEPTIONS

Respondent should include a list of exceptions, if any, to the requirements of this RFP, forms
and attachments. State all such exceptions on a separate page labeled “Exceptions”. Identify
the requirement, nature of the exception and explanation. If there are no exceptions to any
portion of this RFP, respondent should state so on the “Exceptions” page. If no exceptions
are identified and respondent’s proposal is accepted, respondent will conform to all of the
requirements specified herein, including but not limited to, execution of the Contract in the
form attached hereto.

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N. OTHER INFORMATION

Respondent should provide any other information that it believes would be helpful in
evaluating the respondent’s ability to successfully develop and operate the concession. The
Other Information section of the proposal should not exceed five (5) pages.

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