17-Attachment 5 - MSP Concessions Lease Template Final.pdf

Food & Beverage, Retail, and Convenience and News Concessions Lease Agreement Page 1 Minneapolis-St. Paul International Airport

Food & Beverage, Retail, and Convenience and

News Concessions Lease Agreement between

Metropolitan Airports Commission and

OPERATOR

DATE

Food & Beverage, Retail, and Convenience and News Concessions Lease Agreement Page 2

Contents

I. DEFINITIONS 4

II. LEASED PREMISES 7

III. TERM 9

IV. AUTHORIZED USES 10

V. RENT AND FEES 14

VI. STATEMENTS, BOOKS, AND RECORDS 20

VII. TAXES, UTILITIES, AND MAINTENANCE, CLEANING, AND DISTRIBUTION FEES 25

VIII. OPERATION OF THE CONCESSIONS 27

IX. DESIGN, CONSTRUCTION, ALTERATIONS, AND SIGNAGE 46

X. MAINTENANCE AND REPAIR OBLIGATIONS 54

XI. MAINTENANCE, CLEANING, AND DISTRIBUTION 55

XII. DAMAGE TO OR DESTRUCTION OF LEASED PREMISES 61

XIII. GOVERNMENT TAKING 62

XIV. INDEMNIFICATION AND INSURANCE 63

XV. ENVIRONMENTAL LIABILITY 66

XVI. AIRPORT CONCESSIONS DISADVANTAGED BUSINESS ENTERPRISES (“ACDBE”) 68

XVII. ASSIGNMENT AND SUBLETTING 70

XVIII. REDELIVERY 71

XIX. BANKRUPTCY 74

XX. DEFAULT 75

XXI. LIQUIDATED DAMAGES 76

XXII. CANCELLATION BY OPERATOR 78

XXIII. FAA REQUIRED CONTRACT PROVISIONS 79

XXIV. QUIET ENJOYMENT 81

XXV. LANDLORD’S LIEN 81

XXVI. COMPLIANCE WITH LAW 81

XXVII. ACCESS TO LEASED PREMISES 82

XXVIII. SECURITY 83

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XXIX. NO REPRESENTATIONS OF COMMISSION 84

XXX. GENERAL PROVISIONS 84

EXHIBIT A: LEASED PREMISES (LOD) 89

EXHIBIT B: USE OF THE LEASED PREMISES 90

EXHIBIT C: QUALITY ASSURANCE AUDITS 91

EXHIBIT D: LEASE NOTICE ADDRESS 92

EXHIBIT E: MAC DATA SPECIFICATION, CONCESSIONAIRE RETAIL TRANSACTIONS 93

EXHIBIT F: SUBLEASE PROVISIONS 99

EXHIBIT G: INTENTIONALLY OMITTED 112

EXHIBIT H: INTENTIONALLY OMITTED 113

EXHIBIT I: INTENTIONALLY OMITTED 114

EXHIBIT J: REFERENCE DATA 114

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METROPOLITAN AIRPORTS COMMISSION

FOOD & BEVERAGE, RETAIL, CONVENIENCE AND NEWS

CONCESSIONS LEASE AGREEMENT

This Food & Beverage, Retail, Convenience and News Concessions Lease Agreement (“Agreement”) is made and entered into upon the date it is executed by all parties, between the Metropolitan Airports Commission, a public corporation of the State of Minnesota (“MAC”) and OPERATOR (“Operator”).

WHEREAS, MAC owns and operates the Minneapolis-St. Paul International Airport (“MSP” or “Airport”);

WHEREAS, Operator develops and/or operates a food & beverage, retail, and/or convenience and news concession and seeks to lease space from MAC to develop such concession at the Airport; and

WHEREAS, MAC and Operator desire to enter into this Agreement to develop and/or operate convenience and news concession at the Airport.

NOW, THEREFORE, in consideration of the foregoing and of the covenants and agreements of Operator hereinafter specified, the parties agree as follows:

I. Definitions A. Actual Opening Date. The date a unit opens for business.

B. Agreement Year. Shall mean the period of twelve months (or such lesser number of months as may remain until the end of the Term and any holdover period) beginning on January 1 and ending on December 31 of each calendar year.

C. Airport Concessions Disadvantaged Business Enterprise (“ACDBE”). Shall be as defined under the regulations of the U.S. Department of Transportation, as they may be amended from time to time.

D. Amortization Amount. Defined per unit as the sum of the MAC-approved Operator’s Investment and Key Money paid to MAC.

E. Amortization Period. The length of time over which Operator may amortize the Amortization Amount. See also Section XVIII.D and Exhibit J: Reference Data.

F. Amortization Period Start Date. Shall be established for each unit as the first of the month following the Rent Start Date unless the Rent Start Date is on the first day of the month in which case Amortization Period Start Date shall be established as the Rent Start Date.

G. Assigned Opening Date. The date assigned by MAC by which a unit is to open for business.

See also Section IX.H.

H. Base Term. The term of the Agreement that, together with the Construction Term and the Transition Term, if any, establishes Operator’s basic possessory interest in the Leased Premises. Referenced in Section III.CC and established in Exhibit J: Reference Data of this Agreement.

I. Business Day. Shall be defined as Monday through Friday, excepting all public holidays as designated by Minn. Stat. § 645.44, or as amended.

J. Certificate of Occupancy. Defined in Section IX.F of this Agreement.

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K. Concession. Food, beverage, retail, and service stores that Operator or Operator’s Subtenants are authorized to operate pursuant to this Agreement.

L. Concessionaire. Operator and all other entities, and their Subtenants, that operate or manage Concessions within the Terminals.

M. Concessions Marketing. Defined in Section VIII.L of this Agreement.

N. Concessions Planning and Implementation Team (“CPIT”). A committee composed of MAC staff from various departments including, but not necessarily limited to, Revenue and Business Development, Airport Development, and the MAC Facilities Department, as well as relevant MAC-designated consultants. See Section IX.B of this Agreement for more information.

O. Construction Term. Defined in Section III.A. of this Agreement.

P. CPIT Manual (“Manual”). A document describing the design and construction procedures for MSP concessions.

Q. Design and Construction Standards (“Standards”). A protected document containing MAC’s construction standards.

R. Effective Date. The date that the last party signs this Agreement.

S. EFT. Electronic Funds Transfer as defined in Section V.G of this Agreement.

T. FAA. The United States Federal Aviation Administration, and any successor agency, office or departure thereto.

U. First Class Manner. The manner of operation and condition of the Concessions such that the standards for cleanliness, product assortment, and customer service are of exceptional quality and excellence.

V. Gross Sales. Defined in Section V.F of this Agreement.

W. Guidelines. See Tenant Design Guidelines.

X. Key Money. Payment by Operator to the MAC, equal to the difference between Operator’s

Investment and the minimum KMLI, such that Operator’s KMLI meets the minimum KMLI amounts in Section IX.I.

Y. KMLI. Key Money/Leasehold Improvement (“KMLI”) is defined as the sum of: (a) Operator’s Investment, as defined in Section IX.I and (b) Key Money paid to the MAC by Operator.

Z. Leasehold Improvements. Refers collectively to all items located on and within the Leased Premises (as defined in Section II of this Agreement), including such items as doors, canopies, walls, partitions, fixtures, equipment, floors, ceilings, interior design and décor, external appearance and décor, decorations, signage, wiring, lighting and plumbing fixtures, piping, ventilation ductwork, grills, floor and wall coverings, heaters, cabinets, lockers, sinks, tables, chairs, other furniture, pots, pans, cooking and kitchen equipment, other equipment, utensils, ranges, refrigerators, freezers, dishwashers, silverware, dishes, linens, and all other improvements unless specifically excluded.

AA. Maintenance, Cleaning, and Distribution Fees (“MCD Fees”). Payments made by Concessionaires to fund maintenance, cleaning, and distribution activities described in Section VII of this Agreement. See Section VII.C for payment details.

BB. Marketing. Defined in Section VIII.L of this Agreement.

CC. Minimum Annual Guarantee (“MAG”). The MAG is defined and will operate as defined in

Section V.A.1 of this Agreement.

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DD. Tenant Design Guidelines (“Guidelines”). A part of MAC’s Design and Construction Standards pertaining to concession design.

EE. Operator’s Investment. Defined in Section IX.I of this Agreement.

FF. Percentage Rent. Shall mean the rent calculated by reference to Operator’s Gross Sales as shown in Section V.A.1 of this Agreement.

GG. Point of Sales (“POS”) Terminal. Defined in Section VI.A of this Agreement.

HH. Public Areas. Refers to any areas within the Terminal 1 and Terminal 2 open for regular access by the general public.

II. Refurbishment. The repair, replacement, or upgrade of Leasehold Improvements as required by MAC. See Section X.B.

JJ. Rent Start Date. The date on which rent begins to accrue for each unit. See Section V.B of this Agreement.

KK. Response to Request for Proposal. Refers to Operator’s written response to the applicable

MAC selection process, if any.

LL. Signs and/or Signage. Shall include, but not necessarily be limited to, identification signs, company logos, advertising or promotions for merchandise offerings, photographs, art displays, counter displays, brand name logos, and the like.

MM. Standards. See Design and Construction Standards.

NN. Street Pricing. Defined in Section VIII.F of this Agreement.

OO. Sublease. A sublease, license, permit or concession agreement, or any other form of written agreement, however denominated, including any renewal or modification thereof, creating the right to use or occupy portions of the Leased Premises between the Operator and a third party.

PP. Subtenant. Refers to any Concessionaire, Subtenant, licensee, franchisee, or assignee of Operator leasing a portion of the Leased Premises to operate a food & beverage, retail or service concession facility at the Airport.

QQ. Supplemental Rent. Defined in Section V.A.5 of this Agreement.

RR. Term. Defined in Section III of this Agreement.

SS. Terminal 1. Terminal building located at 4300 Glumack Drive, St. Paul, Minnesota 55111-

3010, including any future additions.

TT. Terminal 2. Terminal building located at 7150 Humphrey Drive, Minneapolis, Minnesota

55450.

UU. Terminals. Terminal 1 and Terminal 2 at the Airport.

VV. Transition Premises. Refers to the areas temporarily granted under the Agreement to

Operator for the limited operation of the Concession during the construction and installation of the Concession permanent facilities.

WW. Transition Term. Defined in Section III.B. of this Agreement.

XX. Turnover Date. The date that the Leased Premises is vacated and/or ready for construction by Operator for each unit. MAC shall determine each unit’s Turnover Date, in its sole discretion. The date a demolition or building permit is issued by the MAC Building Official shall not impact the Turnover Date.

YY. TSA. The United States Transportation Security Administration, and any successor agency, office or department thereto.

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II. Leased Premises A. Leased Premises

MAC leases to Operator the “Leased Premises” as shown on Exhibit A: Leased Premises (LOD) and described in detail on Exhibit J: Reference Data to this Agreement.

The Leased Premises shall be adjusted in accordance with the unit terms listed in Exhibit J: Reference Data. Exhibit I will be updated once as-builts drawings are submitted to MAC by Operator at the completion of the build-out. In the event that a unit’s term is scheduled to end during the Base Term of this Agreement or during any other period, such unit shall remain a part of the Lease Premises on a month-to-month basis unless and until Operator or MAC provide thirty (30) days’ advance written notice to the other party.

B. Transition Planning Operator may offer input into transition planning. MAC shall update Exhibit J: Reference Data as needed until all construction is complete and all units are open for business.

Notwithstanding the foregoing, MAC and Operator acknowledge that at the time of the execution of this Agreement, the transition and development of concessions is still in flux. Operator agrees to accept the terms of Exhibit J: Reference Data as it may be amended by MAC from time to time. For Operator’s convenience only, a partially complete version of Exhibit J: Reference Data has been attached at the time of execution of this Agreement.

Except as specifically provided herein or in another agreement, the Transition Premises shall be subject to all terms and conditions of this Agreement and, for the period of such interim operations, shall be deemed part of the Leased Premises.

C. Disclaimer MAC makes no warranty, promises or representations as to the economic viability of any concession location. Passenger counts, security staffing and locations, passenger flows and other customer traffic are for the most part products of airline schedules and gate utilization. Further, FAA and TSA rules and regulations governing security and emergency situations may restrict access to the Airport. See the CPIT Manual’s release form for additional data disclaimers. The Airport undergoes numerous construction projects which may temporarily impact passenger flows and other customer traffic, ingresses and egress from the Leased Premises, and other related impacts; and Operator agrees that MAC is not responsible for any resulting impacts to the Operator’s concession operation, including, but not limited to, reduced Gross Sales.

D. Storage and Office Space Office and storage space that is not built into the unit will be covered under a separate lease agreement. All storage facilities shall meet the requirements of the governing health department and MAC’S Design and Construction Standards.

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E. Temporary Closure for Airport Purposes MAC may, at any time, require the temporary closure of any portion or all of the Leased Premises by advance written notice to Operator should the development or operation of the Airport require such closure. Such temporary closure shall not exceed a total of six months during the term of the Agreement. Should MAC determine that any portion or all of the Leased Premises is required to be closed for Airport use consistent with this section, MAC will give written at least 30 days’ notice to Operator if practical, provided that less than 30 days’ notice may be provided in the event of unanticipated or emergency situations.

Prior to the closure date, Operator shall relocate all fixtures and equipment as specified by MAC for storage. MAC shall reimburse Operator for reasonable third-party moving and storage expenses to the extent they are paid and documented to MAC’s reasonable satisfaction. MAC shall have no liability for any lost or damaged items.

MAG and Utilities Fees for the affected unit shall be waived by MAC during the temporary closure period, as specified by MAC, provided such temporary closure exceeds fourteen (14) days in duration.

Even though such temporary closure may inconvenience and partially impair the Operator, it agrees that no liability shall attach to MAC, its officers, agents, or employees by reason of such inconvenience or impairment. Operator waives any right to claim damages of any kind including indirect and consequential damages, resulting from such inconvenience or impairment of this temporary closure. Term of the Agreement will not consequentially be extended or granted.

F. Permanent Removal for Airport Purposes MAC may, at any time, require permanent removal of any or all of the Leased Premises by advance written notice to Operator should the development or operation of the Airport require the removal.

Should MAC determine that any portion or all of the Leased Premises provided are permanently required for Airport use consistent with this section, MAC will give written notice to Operator. Operator shall relinquish the affected portion of the Leased Premises, and remove all improvements and products and, in accordance with Section XVIII.B hereof, restore the Leased Premises to good order and condition, reasonable use and wear thereof, casualty not caused by Operator excepted, at Operator’s expense, within thirty (30) days of written notice by MAC. In such event, Operator shall be compensated for the unamortized value of the Leasehold Improvements in accordance with Section XVIII of this Agreement and shall be entitled to a proportional MAG adjustment.

Even though such activities may inconvenience and partially impair the Operator, it agrees that no liability shall attach to MAC, its officers, agents, or employees by reason of such inconvenience or impairment. Operator waives any right to claim damages of any kind including indirect and consequential damages, resulting from such inconvenience or impairment.

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III. Term The Term of this Agreement shall include the Construction Term, the Transition Term, and the Base Term.

A. Construction Term The Construction Term of the Agreement begins upon the Turnover Date, as shown on Exhibit J, and shall expire upon the start of the Transition Term (if applicable) or start of the Base Term for each unit. Each unit may have a different Construction Term.

B. Transition Term The Transition Term of this Agreement begins upon the Rent Start Date of the first unit to open, as defined in Section V.B, and shall expire on the start date of the Base Term as shown on Exhibit J: Reference Data. If the Rent Start Date of the first unit to open occurs on or after the start date of the Base Term, there shall be no Transition Term. Each unit may have a different Transition Term.

C. Base Term The Base Term of this Agreement shall begin and end on the dates shown on Exhibit J:

Reference Data. In the event a unit’s Rent Start is later than the Base Term start date for that unit, the Base Term length for that unit shall be reduced by that period and the Base Term start date shall be adjusted to the Rent Start date for that unit, however the Base Term end date shall not be adjusted.

Capital improvements shall be amortized as set forth in Section XVIII.D.1 of this Agreement.

D. Holdover To provide continuous service to the traveling public, Operator shall, upon written request by MAC, remain upon the Leased Premises and manage the operation of one (1) or more Concessions in accordance with the terms and provisions of this Agreement for up to one (1) year or such longer period as mutually agreed to after termination of the Agreement by expiration of the Term, cancellation or default, to give a new or existing Operator sufficient time to be chosen and to commence operation, or for any other reason. Upon the termination of this Agreement, through passage of time or otherwise, Operator shall provide MAC reasonable assistance in continuing the business of managing the operation of the facilities subject to this Agreement without interruption between termination of this Agreement and commencement of operations by the new Operator.

In the event Operator shall hold over and remain in possession of the Leased Premises after the expiration of this Agreement without written renewal, regardless of whether MAC requests such holdover, any holding over shall not be deemed to operate as a renewal or extension of this Agreement but shall only create a month-to-month tenancy. Either party may terminate upon thirty (30) days written notice.

During the Term of any such holding over, Operator shall remain bound by all terms of this Agreement.

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IV. Authorized Uses A. Non-Exclusive Rights

MAC grants to Operator a non-exclusive right to sell products covered under Section VIII.C and in accordance with this Agreement. MAC may grant rights of absolutely any nature to others to sell or provide food & beverage, retail merchandise, and/or services at the Airport.

MAC must approve all subleases, assignments and licenses pertaining to the Leased Premises in writing, and such approval must be obtained regardless of whether the sublease, assignment or license requires such approval. See Section VIII.A for additional requirements.

B. Concept Permitted Uses Operator’s use of the Leased Premises shall be in accordance with the provisions of Exhibit B: Use of the Leased Premises.

The Leased Premises shall be used and occupied by Operator only for the uses specified in this Agreement, and for the construction, installation, and maintenance and improvement of the Leased Premises. Operator is prohibited from any use of the Leased Premises not specifically permitted under this Agreement without the prior written approval of MAC, which approval may be withheld in MAC’s sole discretion. Any approval of an additional or changed use may be conditioned upon an increase in the rent and inclusion of additional provisions in this Agreement. In all instances, MAC may approve additional items on a case by case basis.

For additional rights and obligations, please see Section X of this Agreement. Also see liquidated damages provisions in Section XXI.

C. Ingress and Egress Operator shall have the rights of ingress to and egress from the Leased Premises subject to such rules and regulations now in existence or as may be established from time to time by MAC in its sole discretion.

D. Discontinuance, Addition, and Deletion of Items In the event MAC determines, in its sole and absolute discretion, that any of Operator’s products are objectionable for display or sale in the Airport, MAC shall provide written notice to Operator to remove such merchandise, products, or services. Operator shall remove items within twenty-four (24) hours of receipt of notice from MAC.

E. Prohibited Products and Services MAC reserves the right to approve all items sold by Operator or Operator’s Subtenants.

MAC’s approval will not be unreasonably withheld or delayed. No Cannabis or Hemp derived products (including THC, CBD, etc.) can be sold at the Airport without the consent of MAC.

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F. Hazardous Substances No goods, merchandise, or materials shall be kept, stored or sold in or on the Leased Premises that are explosive or hazardous; and no offensive or dangerous trade, business, or occupation shall be carried on in the Leased Premises. Nothing shall be done on the Leased Premises, unless provided for in this Agreement, which will increase the rate or suspend the insurance upon the Leased Premises or upon structures of MAC.

No machinery or apparatus shall be used or operated on the Leased Premises which will damage said Leased Premises or adjacent buildings; provided, however, that nothing in this Section contained shall preclude Operator from bringing, keeping, or using on or about the Leased Premises such materials, supplies, equipment, and machinery as are appropriate or customary in carrying on its business.

G. No Smoking The Airport is a non-smoking facility. No smoking shall be permitted on the Leased Premises.

H. Noise Levels MAC and Operator and Operator’s Subtenants acknowledge and agree to use best efforts not to disturb other Concessionaires or customers in the Airport. The level of noise shall not exceed such volume in which people in the concourse or Terminal areas immediately adjacent to the Leased Premises cannot hear the public address system.

Operator or Operator’s Subtenants agree to adjust the volume or noise level as directed by MAC at MAC’s sole discretion.

If equipment begins to operate at noise levels of 10% above manufacturer's operating specifications, the equipment must be replaced or repaired to within manufacturer's specifications. If possible, remote compressors for coolers should be utilized.

I. Music Licenses Operator and Operator’s Subtenants are responsible for obtaining permission to transmit any copyrighted music, including but not limited to, radio broadcasts, recorded music, and television broadcasts, in their Leased Premises at the Airport in compliance with Federal Copyright Law found in Title 17 of the United States Code, or as amended.

J. Cable Television MAC reserves the right to require Concessionaires to use one (1) cable television provider as selected by MAC. MAC is aware that Operator has already made significant investment in its existing system and will not require a change without a reason to do so and without reasonable notice to Operator.

K. Digital Screen Requirements If any public-facing digital screen is installed on the Premises by the Operator or a sublessee (for purposes of this Section IV.K, the “Screen Owner”), the following requirements must be observed by the Operator, or passed through to any subtenant under this Agreement.

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The Screen Owner must provide to the MAC IT Department the email address of a designated staff person charged with the maintenance of the screens. The Screen Owner must keep this contact information up to date for the Term of the Agreement.

This person will be the designated contact for the MAC IT Department for purposes of informing the Screen Owner of maintenance or security issues.

The digital screens may not be used to display MSP flight information, as this information is exclusively provided upon the Flight Information Display Systems of the

MAC.

In the event that the digital screens are observed by the MAC to be non-functional, malfunctioning, or compromised. The MAC will notify the Screen Owner’s contact of the issue. In addition, the MAC may perform any of the following measures: (1) power cycle the screen; (2) un-plug power to the screen; or (3) remove display cables or removable hardware or media.

Should the screen remain non-functional, malfunctioning, or compromised, for thirty

(30) days or more, the MAC may cover the screen with a vinyl cover noting that the screen is non-functional and directing passenger inquiries to the Screen Owner’s contact.

Should the screen remain non-functional, malfunctioning, or compromised, for sixty (60) days or more, the MAC will request that the Screen Owner remove the digital screen and failure to remove, after notice and a reasonable opportunity to cure, will be an event of default under this Agreement.

The Screen Owner must install the screen in such a manner that the power cords, display cords, and ports are not easily accessible to the traveling public. If screen ports are easily accessible to the traveling public, the Screen Owner must disable them through technical means.

The Screen Owner agrees to make no claim against the MAC for damage caused by the MAC in remedying digital screen deficiencies.

L. Network Connectivity and Co-Location MAC aims to reduce cabling and re-cabling work associated with the multiple moves by operators over time. MAC facilitates cabling by allowing Operators to connect their spaces to MAC provided Telecom Rooms from where Operators can lease fiber to meet their needs inside the campus or off premises via a demarcation point. This approach provides a hub and spoke physical network connectivity approach that avoids duplication, re-cabling and efficient use of resources.

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IV.L.1. Connectivity within Operator leased space Operator and Operator’s Subtenants can install conduit and/or cable tray within the own leased spaces to accommodate their internal needs. Installation must meet MAC design and construction standards (MDCS) sections 17744 and 17746.

Upon vacating leased space, Operator and Operator’s Subtenants are required to remove all abandoned cable, conduit and cable tray within the space.

IV.L.2. Connectivity external to an Operator and Operator’s Subtenants leased space Operator and Operator’s Subtenants shall contact MAC’s Information Technology Department when coordinating connectivity to and from leased space. Both on campus, and off campus connectivity can be coordinated by MAC IT. In general, locations will connect to other campus destinations through MAC telecom rooms near the origin and destination locations. Connectivity between Telecom Rooms will be provided by MAC via leased single mode fiber that can, if necessary, connect their lease space to a third-party telecom carrier demarcation point on campus. Operator shall sign a Telecom Room/Fiber license agreement from MAC in order to be granted access to connectivity through the MAC’s Telecom Rooms.

Operator may install conduit and/or cable tray within the Leased Premises at its own expense.

Prior to any telecommunications installation, Operator shall coordinate with MAC’s Information Technology Department regarding all telecommunications activity to, from, or within the Leased Premises whether wired or wireless.

M. Wireless Area Networks for Internet/Intranet Access (Wi-Fi) Except as otherwise provided by law, Operator and Operator’s Subtenants shall not install any wireless local area networks (“WLAN”) without the express written consent of MAC.

If Operator desires to utilize MAC provided wireless area networks, Operator shall execute a “Tenant Use of MAC Wi-Fi System Access and Indemnification Agreement” with MAC.

MAC’s Wi-Fi system provides extensive coverage throughout MAC property, is architected with redundancy, and is supported by a 24x7 monitoring and support service. MAC can provide a Virtual Private Network to a Tenant. For most applications, there is no charge for this service.

N. Airline Rights Operator understands that some airline companies now have or may later acquire the right to serve alcoholic and non-alcoholic beverages and food in clubs maintained and operated by said airline companies in Terminal 1 for the use of club members and

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O. Third Party E-Commerce and Ordering Platforms MAC must approve Operator agreements for third party e-commerce and ordering platforms whose use relies on the Leased Premises in writing, and such approval must be obtained regardless of whether any such agreement requires such approval.

Operator is required to participate/utilize the ordering platform/s that MAC has selected to be the MSP ordering platform. Operator has sixty (60) days from the Actual Opening Date of the unit to have the unit available for pre-order through the MSP ordering platform if required.

V. Rent and Fees A. Rent

V.A.1. Minimum Annual Guarantee and Percentage Rent Minimum Annual Guarantee (“MAG”) is Operator’s annual minimum rent obligation under this Agreement. The MAG amount for each Agreement Year, subject to modification as herein provided, is listed in the MAG Schedule in Exhibit J: Reference Data.

In every Agreement Year, Operator shall pay as rent to MAC the greater of the MAG for that year or the sum of percentage of Gross Sales (“Percentage Rent”) and any Supplemental Rent for that year at the percentage amount listed in Exhibit J: Reference Data. If the Percentage Rent has different thresholds based on Gross Sales, those thresholds (steps) will be calculated on a calendar year basis and reset each year on January 1.

V.A.2. Calculating the MAG V.A.2.a. Partial Year MAG In the Agreement Year in which the MAG is instituted, and in the Agreement Year in which this Agreement expires or terminates, the MAG shall be pro-rated based on the number of days that the unit is open for business.

In any Agreement Year in which the MAG adjusts, by the terms of this Agreement or otherwise, Operator’s rent shall be determined by dividing the year into periods defined by each MAG adjustment.

Operator’s rent for each period shall equal the greater of the Percentage Rent and the pro rata MAG for the period; rent for the Agreement Year shall equal the sum of rents for all periods within the Agreement Year.

V.A.2.b. Whole Year MAG For all other Agreement Years, the MAG shall equal the total MAG as listed in the MAG Schedule in Exhibit J: Reference Data.

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V.A.3. Storage and Office Space Rent If applicable, Operator shall pay rent for storage and office space under a separate lease agreement with the MAC.

V.A.4. MAG Abatement The MAG shall be abated during closure of the Leased Premises if and only if such closures is the result of: (a) a temporary closure exceeding 14 days as described in Section II.F.; (b) the conduct of reconstruction due to casualty loss and any period preceding reconstruction during which Operator does not have access to the Leased Premises; or (c) the Airport is closed to all air traffic for a period longer than seventy-two (72) hours, then commencing upon the fourth (4th) day of such closure, the MAG shall abate until the re-opening of the Airport.

V.A.5. Supplemental Rent Immediately upon expiration of Operator’s Base Term for each unit, Operator shall pay Supplemental Rent in addition to Percentage Rent payable under Section V.A.1. Supplemental Rent shall be equal to one percent (1%) of Operator’s Gross Sales for the calendar month for that unit (“Supplemental Rent”). Supplemental Rent shall be due on the fifteenth (15th) day of the month following the month of account. The Supplemental Rent for each unit shall continue for the remainder of any extensions or periods of holding over.

B. Rent Start Date Each unit’s Rent Start Date will be the earlier of (i) the date the unit opens for business or (ii) the unit’s Assigned Opening Date in Exhibit J: Reference Data. Each unit’s Assigned Opening Date is subject to change in MAC’s sole discretion. In the event of any confusion, the Rent Start Dates found in the most recent version of Exhibit J: Reference Data shall control.

C. Monthly Payments Rent equal to one-twelfth (1/12) of Operator’s MAG shall be due and payable in advance on the first (1st) day of the month. Any excess between the actual concession fee accrued under Section A. Agreement Year-to-date and Operator’s rent payments Agreement Year-to-date shall be due and payable with or without invoice, but in no case later than the fifteenth (15th) day of the month following the month of account.

D. Security Deposit Prior to or contemporaneously with the execution of the Agreement, Operator shall provide to MAC a security deposit in the amount(s) specified in Exhibit J: Reference Data, (“Operator Security Deposit”), in the form of an irrevocable letter of credit or a bond from a lending institution acceptable to MAC. Operator shall maintain the required security deposit at all times, without interruption, until MAC returns the security deposit within a reasonable time after termination of the Agreement The deposit will be returned to Operator unless MAC chooses to apply it to unpaid rent or other damages.

Operator’s Security Deposit will accrue no interest.

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If Operator defaults with respect to any provision of this Agreement, MAC may use, apply or retain all or any part of Operator’s Security Deposit for the payment of rent or any other sum in default and any amounts MAC may spend by reason of Operator’s default to the full extent permitted by law. If any portion of Operator Security Deposit is so used, Operator shall, within ten (10) days after written demand therefor, deposit with MAC, in a form acceptable to MAC, an amount sufficient to restore Operator Security Deposit to the aforementioned amounts, and Operator’s failure to do so shall be a material default and breach of this Agreement. MAC shall not be required to keep any security deposit separate from its general funds and Operator shall not be entitled to protest on any such deposit.

E. Transition Term Rent Notwithstanding anything herein to the contrary, during the Transition Term, in lieu of MAG and Percentage Rent as described in Section V.A.1 and V.A.2, Operator shall pay rent as follows.

V.E.1. Minimum Monthly Guarantee Rent equal to one-twelfth (1/12) of Operator’s MAG for the unit shall be due and payable in advance on the first (1st) day of each month as a Minimum Monthly Guarantee (“MMG”).

V.E.2. Transition Percent Rent Any excess between the percentage of Gross Sales (“Percentage Rent”) for the month and Operator’s MMG for the month shall be due and payable upon invoice, but in no case earlier than the fifteenth (15th) of the month following the month of account. If the transition term Percentage Rent has different thresholds based on Gross Sales, those thresholds (steps) will be calculated on a calendar year basis and reset each year on January 1.

F. Gross Sales “Gross Sales” shall mean the dollar total of the entire amount of the price charged to the end user or consumer for all food, beverages and merchandise sold, leased, licensed or delivered, and all charges for all services sold or performed by Operator or Operator’s Subtenants from all business conducted in, at, upon, from, or arising out of the Leased Premises by Operator or Operator’s Subtenants, wholesale and retail, whether made for cash, by check, on credit, exchange, charge accounts, mobile device application, or otherwise, without reserve or deduction for inability or failure to collect the same.

Each charge or sale upon installment or credit shall be treated as a sale for the full price in the month during which such charge or sale is made, whether Operator or Operator’s Subtenants shall actually receive full or partial payment.

Each agreement or rental of merchandise shall be treated as a sale in the month during which such agreement or rental is made, for a price equal to the total rent payable.

V.F.1. Items Included in Gross Sales Gross Sales shall include, but is not limited to, the following transactions:

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a. Where the orders therefore originate at, are accepted by, or are prepared by Operator or Operator’s Subtenants in the Leased Premises, but delivery or performance thereof is made from or at any other place; all sales made and orders received in or at the Leased Premises shall be deemed as made and completed therein, even though the payment of account may be transferred to another office for collection, and all orders which result from solicitation off the Leased Premises but which are conducted by personnel operating from or reporting to or under the control or supervision of any employee of Operator or Operator’s Subtenants employed at the Leased Premises shall be deemed part of Gross Sales;

b. Pursuant to mail, catalog, computer, internet, telephone, mobile application, or other similar orders received at, ordered from, any form of airline voucher, or billed at or from the Leased Premises;

c. By means of mechanical or other vending devices;

d. Originating from whatever source, and which Operator or Operator’s Subtenants in the normal and customary course of Operator’s Subtenant’s operations would credit or attribute to Operator’s Subtenant’s business conducted in the Leased Premises;

e. All monies or other things of value received by Operator and Operator’s Subtenants from Operator’s and Operator’s Subtenant’s operations at, upon or from the Leased Premises which are neither included in nor excluded from Gross Sales by the other provisions of this definition, including without limitation, finance charges, payment/credit card surcharges/fees, late fees, finance charges and all deposits not refunded to customers;

f. The dollar value of goods provided upon the redemption of gift certificates.

g. The entire amount charged through mobile device apps, upstream services, delivery services, and other similar entities.

h. Any sales made pursuant to a license listing the Leased Premises as the licensed premises, even if the transactions were otherwise unconnected from the Leased Premises unless expressly excluded by MAC.

i. Any sales generated from third party contracts arising out of the Leased Premises, including but not limited to, sponsorships, advertising, and monies or value received from credit card companies and/or 3rd party clubs or memberships (such as “Priority Pass, American Express, etc).

V.F.2. Items Excluded from Gross Sales For the purpose of ascertaining the amount of Gross Sales upon which the payment of Percentage Rent is to be computed, the following actual documented costs may be excluded or deducted from Gross Sales:

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a. The exchange of merchandise between stores of Operator or any of Operator’s Subtenants or their subsidiaries where such exchanges are made solely for the convenient operation of Operator’s or any Subtenant’s business and not for the purpose of consummating a sale which has been made at, upon or from the Leased Premises;

b. Returns to shippers or manufacturers with no mark-up;

c. Shipping and handling charges with no mark-up;

d. Sales of trade fixtures after use thereof, which are not part of Operator’s or any Subtenant’s stock in trade and not sold in the regular course of Operator’s or any Subtenant’s business;

e. Cash or credit refunds made upon transactions included within Gross Sales but not exceeding the selling price of the merchandise returned by the purchaser;

f. The value of products provided on a complimentary basis or discounts provided by a unit to such unit’s own employees;

g. The amount of any local, county, state or federal sales, luxury or excise tax on such sales provided such tax is both added to the selling price and paid to the taxing authority by Operator or any Subtenants (but not by any vendor of theirs) provided, however, no franchise or capital stock tax and no income or similar tax based upon income, profits or Gross Sales as such, shall be deducted from Gross Sales in any event whatsoever;

h. The amount of any discount or the value of any complimentary meals provided to Airport personnel;

i. Dollar value of gift certificates/gift cards at the time they are sold;

j. The amount that Operator charges its Subtenant for storage space rent, provided it is no greater than the amount MAC charges Operator for such space;

k. Display allowances, placement allowances, or other promotional incentives received by Operator or Operator’s Subtenants from vendors, suppliers or manufactures and any other revenue of this type, and further, if such allowances are received as a part of non-differentiated sales by Subtenant operating at multiple airports, MAC shall solely and reasonably designate the amount to be allocated to MSP for the calculation of Percentage Rent due;

l. Utility charges recovered from Subtenants with no mark up;

m. The amount of insurance proceeds received by Operator;

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n. The amount of any rent or any items received from Subtenants, but not including any applicable late fees and/or finance charges;

o. The amount of any gratuities directly paid over to employees of Operator or its Subtenants, and;

p. Volume discounts, display allowances, placement allowances, refunds, rebates, or other promotional incentives only if applied to the cost of goods acquired by Operator or Operator’s Subtenants from vendor suppliers or manufacturers and not passed along to the concession customer transaction.

G. Method of Payment The Operator shall collect all rent and other payments from all of its Subtenants and transmit such payments to MAC.

All payments by Operator under this Agreement shall be made by electronic funds transfer (“EFT”), except as provided in Section VI.B below. As used in this Agreement, the term “EFT” refers to funds transfer and may also include the payment information transfer.

In the event Operator is unable to release one or more payments by EFT, MAC agrees to one of the following:

a. Accept payment by check or some other mutually agreeable method of payment; or

b. Request Operator to pay as mutually agreed in subsection a. above until such time as Operator can make payment by EFT.

H. Year End Reconciliation At the end of each Agreement Year in which the unit opened for that Agreement Year, Operator shall calculate payments due for the entire Agreement Year based on the greater of the MAG or Percentage Rent as set forth in Section V.A.1 of this Agreement. If Operator has underpaid, Operator shall pay MAC the amount it has underpaid within ninety (90) days of the end of the Agreement Year. If Operator has overpaid, MAC will credit Operator’s future rent. Any overpayment made in the last year of the Agreement will be refunded to Operator.

I. Interest and Late Fees Operator shall pay a penalty for late or delinquent payments during the Term of this Agreement and any extensions of eighteen percent (18%) per annum on the balance of the unpaid amount calculated from the date the amount is due until the close of the Business Day upon which the delinquent payment is received by MAC.

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J. No Abatement The rent and any other payment obligations shall be paid by Operator without set-off, notice, deduction demand or abatement except as otherwise specifically provided herein.

VI. Statements, Books, and Records A. Automated Electronic Transmission of Sales Data

VI.A.1. Data Transmission Designated Contact No later than 90 days prior to the Rent Start Date, Operator shall provide to MAC's Concessions and Information Technology departments a single designated representative authorized to address with MAC any issues relating to transmission of Operator’s transactional data. Operator must maintain a designated contact with MAC for these purposes at all times.

VI.A.2. Sample Data Transmission Within 30 days of the Rent Start Date, Operator shall provide to MAC a sample data set of Operator’s transactional data. MAC will review this sample data set, and the means of its transmission, to ensure compliance with the requirements of this Section A. and Exhibit E. If either Party observes any deficiencies in the provided data, or in the execution of the transfer, that Party shall give notice of the deficiency to the other Party.

VI.A.3.POS System Requirements Operator shall use an electronic point of sale (POS) system capable of automated electronic transfer of Operator's transactional data from Operator's POS system to MAC as defined in this Section A. and Exhibit E.

In the event that an Operator makes any change to its POS system that has the potential to interrupt the transmission of sales data, Operator shall notify MAC of its intended change at least ninety (90) days prior to making the change. Operator shall work with MAC to make all necessary actions to prevent an interruption of data prior to Operator's implementation of the change to its POS system.

VI.A.4. Continuous Data Transmission Beginning on the Rent Start Date, and during all periods in which MAC is compliant with the Payment Card Industry Data Security Standard (PCI DSS), Operator shall, unless otherwise permitted in writing by MAC, in accordance with the requirements of Exhibit E, provide complete transactional data for all sales transactions to MAC. Transaction listings should be specific to Operator and Operator’s Subtenants units and include all data fields required by Exhibit E. MAC will not accept an abstraction from the data in place of the entirety of the data.

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VI.A.5. Incomplete Data If MAC discovers that Operator's data are in any way incomplete, MAC will notify Operator within 15 days of discovery of the deficiency. Operator shall correct the submission within 15 days.

VI.A.6. Transmission Errors Operator is responsible for the correction of transmission errors. These errors must be addressed utilizing the procedures outlined in Exhibit E. If an error is the result of an outage, Operator must utilize the procedures outlined in Exhibit E to address the outage.

VI.A.7. Data License Operator grants to MAC a non-exclusive, perpetual, world-wide, royalty-free, irrevocable license to use Operator's transactional data provided to MAC under this Agreement solely for the uses authorized by this subsection VI.A.7., or as may subsequently be approved in writing by Operator.

These authorized uses include the use of the data for purposes of auditing compliance with this Agreement and analyzing the data in furtherance of MAC business and operational strategies. In performing the authorized uses, Operator agrees that MAC may copy, alter, modify, adapt, decompile, and reorganize the data; or make, use, and create derivative works from the data.

Operator grants to MAC the further right to disseminate the data to its partners contracted to promote, analyze, develop, administer, and operate the Airport.

MAC may also disseminate the data to individuals and entities whose access is specifically authorized by state, local, or federal law, or by court order.

MAC agrees not to use Operator's transactional data except as expressly authorized by the by this subsection VI.A.7. Without limiting the generality of the foregoing, MAC may not: sell, lease, loan, sublicense, distribute, publish, or otherwise transfer Operator's transactional data (even if deidentified and aggregated) or any accompanying documentation to any person, firm, or entity, who will utilize the data for a commercial purpose other than those authorized by this subsection VI.A.7.

Except for the licenses granted to MAC by Operator in this subsection VI.A.7, Operator retains all right, title, and interest in and to the transactional data and all intellectual property rights associated therewith.

VI.A.8. Chart of Accounts Operator shall also provide a complete and current detailed chart of accounts for all general ledger accounts relating to gross sales at MAC's request.

B. Monthly Reports On the fifteenth (15th) day of the month following the Rent Start Date and on the fifteenth (15th) day of each month thereafter through and including the month following termination of this Agreement (“Payment Day”) during the Term, including

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