4.0 Attachment 4 2024 Concessions Handbook v1.0.pdf

DEN Concessions Handbook Version 1.0 | Published March 1, 2024

DENVER INTERNATIONAL AIRPORT

CONCESSIONS HANDBOOK

AND

TENANT WORK PERMIT GUIDE

Concessionaire’s Reference Guide for Rules, Regulations, Performance, and Operational Information

ACKNOWLEDGMENT AND AGREEMENT

As the Owner/Operator/Regional Manager/General Manager or other designee of the Concessionaire, I hereby acknowledge and agree to abide by all the terms stated in this Concessions Handbook and Tenant Work Permit Guide (“Concessions Handbook”), and any changes as it may be amended from time to time during the Term.

Concessionaire covenants to faithfully observe and comply with the standards, procedures, requirements, directives, delegations of authority, directions, and instructions governing the operations of concessions at DEN as identified in the Concessions Handbook. Concessionaire’s failure to keep and observe said laws, regulations, ordinances, rules, and Handbook shall constitute a material breach of the terms of this Agreement in the same manner as if these were stated directly in this Agreement.”

It is the responsibility of each Concessionaire to communicate the information contained in this Concessions Handbook to all personnel, contractors, and third-party vendors. Violations will be handled via Article VIII and/or other applicable provisions of the Standard Concession Agreement.

The City reserves the right to update this Concessions Handbook at any time.

Acknowledged and Agreed:

CONCESSIONAIRE:

Name

Signature

Title

Date

Chapter 1: Tenant work permit guide OVERVIEW

ARTICLE I. INTRODUCTION

ARTICLE II. REFERENCE TO TERMS

ARTICLE III. CONTACT INFORMATION

ARTICLE IV. USEFUL INFORMATION

CHAPTER 2: TENANT WORK HANDBOOK

Section 1.01 COMPLIANCE WITH LAWS AND REGULATIONS Section 1.02 REQUIRED MINIMUM CAPITAL INVESTMENT section 1.03 PREMISES IMPROVEMENTS AND TRADE FIXTURES

ARTICLE II: DESIGN

section 2.01 DESIGN STANDARDS section 2.02 DESIGN PERIOD section 2.03 DESIGN PROCEDURES section 2.04 APPROVED PROJECTS

ARTICLE III. CONSTRUCTION

section 3.01 PRE-CONSTRUCTION section 3.02 NOTICE TO PROCEED section 3.03 CONTRACTOR’S BOND section 3.04 STANDARD OF PERFORMANCE section 3.05 COORDINATION OF CONSTRUCTION section 3.06 CONSTRUCTION DEADLINES section 3.07 BEGINNING CONSTRUCTION section 3.08 CONSTRUCTION PROCEDURES

ARTICLE IV. PROJECT CLOSEOUT

Section 4.01 CERTIFICATE OF OCCUPANCY section 4.02 REQUIRED DOCUMENTS section 4.03 TITLE TO IMPROVEMENTS

ARTICLE V. SIGNS AND WINDOW DISPLAYS

section 5.01 GENERAL section 5.02 UNIFORM STANDARDS section 5.03 STOREFRONT SIGNAGE section 5.04 INTERIOR SIGNAGE

ARTICLE VI. MODIFICATIONS AND ALTERATIONS

section 6.01 GENERAL

SECTION 6.02 SUBSEQUENT CONSTRUCTION

section 6.03 REMOVAL AND DEMOLITION OF IMPROVEMENTS section 6.04 AS-BUILT DOCUMENTS

ARTICLE VII. ENVIRONMENTAL REQUIREMENTS

Section 7.01 CONSTRUCTION section 7.02 PROHIBITIONS

ARTICLE VIII. MIDTERM REFURBISHMENT

section 8.01 GENERAL section 8.02 MIDTERM REFURBISHMENT COMMENCEMENT

ARTICLE IX. DUTIES UPON EXPIRATION

SECTION 9.01 END OF TERM TRANSITION

SECTION 9.02 RIGHTS AND OBLIGATIONS

ARTICLE X. MISCELLANEOUS PROVISIONS

SECTION 10.01 PAYMENT OF PREVAILING WAGE RATES

SECTION 10.02 SBE, DBE, AND MBE/WBE PARTICIPATION

SECTION 10.03 ACDBE COMPLIANCE

SECTION 10.04 ACDBE UTILIZATION REPORTING

Chapter 3: CONCESSIONS HANDBOOK

ARTICLE XI. GENERAL AIRPORT OPERATIONS

section 11.01 BADGING PROCESS section 11.02 EMPLOYEE PARKING section 11.03 U.S. MAIL section 11.04 LOST AND FOUND section 11.05 CONCESSION MANAGER’S MEETINGS

ARTICLE XII. FINANCIAL INFORMATION, BONDING & INSURANCE

section 12.01 PAYMENTS section 12.02 FEES AND CHARGES section 12.03 FINANCIAL REPORTS section 12.04 SURETY FOR PERFORMANCE section 12.05 JOINT MARKETING FUND Section 12.06 Employee discount

SECTION 12.07 INSURANCE

ARTICLE XIII. PERFORMANCE INFORMATION

section 13.01 PERMITTED USES section 13.02 RESTRICTIONS section 13.03 PERMITS AND LICENSES

SECTION 13.05 SUSTAINABILITY

SECTION 13.06 SUSTAINABILITY PROGRAMS

section 13.07 ROUTINE MAINTENANCE section 13.08 PREVENTATIVE MAINTENANCE OBLIGATION section 13.09 UNSATISFACTORY MAINTENANCE section 13.10 QUALITY OF GOODS AND SERVICES section 13.11 MERCHANDISING section 13.12 RIGHT TO DISCONTINUE section 13.13 TO-GO GOODS AND SERVICES section 13.14 PERSONNEL section 13.15 SUBMITTAL OF PROPRIETARY OR CONFIDENTIAL INFORMATION

ARTICLE XIV. OPERATIONAL INFORMATION

section 14.01 VALUE PRICING

SECTION 14.03 PRICING SURVEYS

SECTION 14.04 VALUE PRICING CHANGES

SECTION 14.05 HOURS OF OPERATION

SECTION 14.06 CHANGES TO HOURS OF OPERATION

SECTION 14.07 DELIVERY OF GOODS

section 14.08 CENTRAL RECEIVING AND DISTRIBUTION section 14.09 STORAGE INSPECTION PROGRAM section 14.10 CUSTOMER SERVICE section 14.11 SERVICE VALUES section 14.12 SERVICE STANDARDS section 14.13 IMAGE STANDARDS section 14.14 CUSTOMER COMPLAINTS section 14.15 RETURN POLICIES section 14.17 SECURING MERCHANDISE section 14.18 HANDLING RECEIPTS section 14.19 CREDIT CARDS

SECTION 14.21 UNIVERSAL POS SYSTEM

SECTION 14.22 MATERIAL SAFETY DATA SHEETS

SECTION 14.23 DATA & TELEPHONE SERVICES

SECTION 14.24 NOISE

SECTION 14.25 SECURITY PROGRAM

SECTION 14.27 AIRPORT IDENTIFICATION MEDIA

SECTION 14.28 PROHIBITED ITEMS

SECTION 14.29 SECURITY VIOLATIONS

SECTION 14.30 LOCKS

SECTION 14.31 ADVERTISED PROMOTIONS GUIDELINES

SECTION 14.32 MEDIA OPPORTUNITIES

SECTION 14.33 DEN CORPORATE IDENTITY

SECTION 14.34 COMMUNICATIONS

SECTION 14.35 WIRELESS COMMUNICATION DEVICES

SECTION 14.36 LIFE SAFETY TRAINING

SECTION 14.37 SPRINKLERS, SMOKE DETECTORS & SHUTDOWN REQUESTS

SECTION 14.38 REACTING TO EMERGENCY SITUATIONS

SECTION 14.39 EVACUATION PLAN

SECTION 14.41 POWER OUTAGE LOSS PREVENTION GUIDELINES

SECTION 14.42 DAMAGING ACTIVITIES

SECTION 14.43 PROHIBITED ACTS

ARTICLE XV. PERFORMANCE REVIEW

SECTION 15.01 Inspections and PERFORMANCE AUDITS section 15.03 REMEDIATION

SECTION 15.04 REMEDIATION PLANS

SECTION 15.05 DOCUMENT COMPLIANCE

SECTION 15.06 FAILURE TO COMPLY

CHAPTER 1: TENANT WORK PERMIT GUIDE OVERVIEW

ARTICLE I. INTRODUCTION

The City and County of Denver, by and through its Department of Aviation (“City”), strives to maintain the First-Class standards for customer service, facilities, maintenance, cleanliness, and security that passengers have grown to expect at the Denver International Airport (“DEN”). To ensure extraordinary standards and service, Concessionaires and their permittees, contractors, vendors, and employees are required to comply with DEN’s Rules and Regulations pertaining to conduct and to Concession operation and performance on DEN property or in any DEN building, as well as all other rules and regulations which are applicable to the operation of their respective businesses. This Concessions Handbook and Tenant Work Permit Guide (“Handbook”) offers general guidelines and procedures, clarifies DEN rules and regulations, and answers questions Concessionaires may have about operating successfully at DEN.

The information in this Handbook is not all inclusive and is subject to change at any time. This Handbook, as it may be updated from time to time, is incorporated in the Concessionaire’s Agreement (“Agreement”). Any waiver by the City of requirements herein is not a permanent waiver and does not affect the City’s right to later enforce the same requirement or to revoke the waiver. The most current version of this Handbook will be available to download from DEN’s business website.

ARTICLE II. REFERENCE TO TERMS

Except as the context otherwise requires and unless otherwise expressly provided herein, the capitalized terms in this Handbook shall have the same meaning as any similarly capitalized terms defined in the Agreement or any Exhibit thereto, including the City and County of Denver and its Department of Aviation (“City”), the Denver International Airport (“DEN”), the Chief Executive Officer of the Department of Aviation (“CEO”), the Executive Vice President Chief Commercial Officer of the Department of Aviation (“EVP”), the Senior Vice President of Concessions (“SVP of Concessions”), or the Contract Administrator (“Administrator”).

ARTICLE III. CONTACT INFORMATION

Within sixty (60) days of Execution of the Agreement, the Concessionaire must submit a completed Form A, a copy of which is attached to this Handbook, to concessions@flydenver.com, stating the names and contact information of their General Manager(s) and other manager(s) and supervisor(s) at DEN, and must update Form A whenever a change to such personnel is made. It is each Concessionaire’s responsibility to ensure updated and accurate emergency information is given to the City when any changes occur in management. This information is for DEN's use only and will not be distributed publicly. Questions about design, construction, and maintenance of the Premises by Concessionaire should be submitted in writing to the Concessions Tenant Finish Manager.

mailto:concessions@flydenver.com

CURRENT PROGRAM STATISTICS

Historical passenger statistical information is available online at https://www.flydenver.com/about-den/governance/reports-and-financials/

Historical Concessions revenue information is available online at https://www.flydenver.com/about-den/governance/reports-and-financials/

ARTICLE IV. USEFUL INFORMATION

Operating a Concession at DEN is very different from operating a business in a traditional setting.

Customer Service through First Class operations is always a priority of the City. It is imperative each Concessionaire becomes part of DEN’s community and share this priority.

The following information provides general points of contact and sources of information with which Concessionaire should become familiar. Concessionaires should post this list on a visible wall within the Concession area to ensure all employees are familiar with these numbers.

DEPARTMENT TELEPHONE

NUMBER

EMAIL ADDRESS

Denver Police Department

(303) 342-4211

Denver Fire Department (303) 342-4281

Emergency/Paramedics (303) 342-4211

DEN Commerce Hub (303) 342-2351 DENCommerceHub@flydenver.com

DEN Ground Transportation

(303) 342-4059 ground.transportation@flydenver.com

DEN Lost & Found (303) 342-4062 lostandfound@flydenver.com

Diversity/Small Business Services Business Opportunities

(303) 342-2180 dsbo@flydenver.com

DEN Parking (303) 342-7275 employee.parking@flydenver.com

DEN Environmental (303) 342-2730 #DIA-Environmental@flydenver.com

DEN Maintenance (303) 342-2800 #DIA-MaintenanceControl@flydenver.com https://www.flydenver.com/about-den/governance/reports-and-financials/ https://www.flydenver.com/about-den/governance/reports-and-financials/ mailto:ground.transportation@flydenver.com mailto:lostandfound@flydenver.com mailto:dsbo@flydenver.com mailto:employee.parking@flydenver.com mailto:#DIA-Environmental@flydenver.com mailto:%23DIA-MaintenanceControl@flydenver.com

CHAPTER 2: TENANT WORK HANDBOOK

ARTICLE I. GENERAL CONSTRUCTION PROVISIONS

SECTION 1.01 COMPLIANCE WITH LAWS AND REGULATIONS

DEN Security (303) 342-4300 airport.security@flydenver.com

DEN Concessions DIA-Concessions@flydenver.com

DEN Waiting Time (303) 342-8477

DEN Workforce Center (303) 342-2590 Workforce@denvergov.org

DEN Business Technologies – Tenant Services

(303) 342-2012 service.desk@flydenver.com

NAME LINK

City Website http://www.denvergov.org/

DEN Website http://www.flydenver.com/

DEN Rules and Regulations https://www.flydenver.com/about-den/governance/rules-and-regulations/

DEN Press Releases https://www.flydenver.com/about-den/news-and-press/

DEN Business Information https://www.flydenver.com/business-and-community/

DSBO Website https://www.denvergov.org/content/denvergov/en/denver-office-of-economic-development/do-business-with-denver.html

DEN Security Badging https://www.flydenver.com/about-den/employee-resources/

FAA Website https://www.faa.gov/

TSA Website https://www.tsa.gov/

CDOT Aeronautics https://www.codot.gov/programs/aeronautics mailto:airport.security@flydenver.com mailto:service.desk@flydenver.com mailto:Workforce@denvergov.rog mailto:service.desk@flydenver.com http://www.denvergov.org/ http://www.flydenver.com/ https://www.flydenver.com/about-den/governance/rules-and-regulations/ https://www.flydenver.com/about-den/governance/rules-and-regulations/ https://www.flydenver.com/about-den/news-and-press/ https://www.flydenver.com/business-and-community/ https://www.denvergov.org/content/denvergov/en/denver-office-of-economic-development/do-business-with-denver.html https://www.denvergov.org/content/denvergov/en/denver-office-of-economic-development/do-business-with-denver.html https://www.flydenver.com/about-den/employee-resources/ https://www.faa.gov/ https://www.tsa.gov/ https://www.codot.gov/programs/aeronautics

Concessionaire and its permittees, contractors, vendors, and employees must comply with all applicable federal, state, and local laws and all general rules and regulations applicable to construction and operations at DEN, including but not limited to payment of prevailing wages as defined in Denver Revised Municipal Code (“D.R.M.C.”) Section 20-76. Additionally, Concessionaire must pay all applicable sales and use taxes and comply with DEN environmental controls and specifications, as well as the Americans with Disabilities Act, 42 USC 12,000 et seq., and its related regulations.

In addition to the above, Concessionaire and its contractors must comply with all DEN specific rules and regulations regarding site access, use of site, safety, security, design, and construction.

Concessionaire and its contractors must obtain and pay for all related permits. Failure to comply will be grounds for denial of access and/or suspension of construction activities. Regulations in force specific to DEN include but are not limited to the following:

1. Denver Municipal Airport System Rules and Regulations (https://www.flydenver.com/about-den/governance/rules-and-regulations/ )

2. DEN Design Standard Manual (“DSMs”) (https://www.flydenver.com/app/uploads/2023/09/denTenantDSM.pdf )

3. DEN Tenant Development Guidelines (“TDGs”) (https://www.flydenver.com/app/uploads/2023/09/tenantManual-1.pdf )

SECTION 1.02 REQUIRED MINIMUM CAPITAL INVESTMENT

Concessionaire must make minimum capital investments for its Premises, construct all initial improvements to their Premises, and furnish and equip each Premises at the level necessary for First Class operations. The Minimum Capital Investment amount for each Concessionaire is set forth in the Summary of Contract Provisions in the Concessionaire’s Agreement (the “Summary Page”). Such capital investments will be completed in strict conformity with the final plans and specifications of an Approved Project.

The Minimum Capital Investment shall not include financial costs, interest, inventory, pre-opening expenses, or intra-company charges, but may include architectural and engineering fees not to exceed fifteen (15%) of the total. The Minimum Capital Investment is a material part of the consideration to the City under all Agreements.

Within sixty (60) days after the concession opening, Concessionaire must file with DEN releases for the above expenditures and a statement certified by its architect setting forth the total construction costs with appropriate detail itemizing design fees, original construction contract amount, total change orders, decorations, furnishings, fixtures, and equipment and the costs of each listed item (“Actual Capital Investment”). At DEN's request, Concessionaire must submit copies of invoices supporting such costs. Non-receipted expenditures will not be credited. If the https://www.flydenver.com/about-den/governance/rules-and-regulations/ https://www.flydenver.com/app/uploads/2023/09/denTenantDSM.pdf https://www.flydenver.com/app/uploads/2023/09/tenantManual-1.pdf total amount of Actual Capital Investment is less than the Minimum Capital Investment, Concessionaire must pay to DEN the difference between such total cost (as detailed by the certified receipts) and the Minimum Capital Investment within thirty (30) days after DEN provides written notice to the Concessionaire. However, the CEO has delegated the authority to SVP of Concessions to waive the requirement to pay the difference between actual and required upon a finding that the Concessionaire constructed the Premises Improvements in strict conformity with the final plans and specifications as described above.

SECTION 1.03 PREMISES IMPROVEMENTS AND TRADE FIXTURES

All Premises Improvements and Trade Fixtures must be First-Class, safe, attractive, in compliance with all applicable codes, and may be installed only with DEN's prior written approval.

ARTICLE II: DESIGN

SECTION 2.01 DESIGN STANDARDS

First Class design and construction of the Premises are required, and all Premises Improvements shall conform to applicable statutes, ordinances, building codes, and regulations; DEN’s Design Principles, and Design Standards Manual or “DSM”; the Tenant Development Guidelines or “TDGs”; and any other applicable design, construction, and maintenance standard; and including as any of these may be amended from time to time. Approval by DEN extends to all design and construction elements (e.g., architectural, structural, mechanical, specialty systems, site, signage, materials, color selections, landscaping, and aesthetic matters). DEN’s Design Principles, DSMs, and TDGs can be found at: https://www.flydenver.com/app/uploads/2023/09/denTenantDSM.pdf

DEN reserves the right to promptly reject any designs submitted and the right to require Concessionaire to resubmit designs and layout proposals until approved by DEN. If DEN disapproves any portion of the plans and specifications, Concessionaire must promptly submit necessary modifications and revisions thereof. No changes or alterations shall be made in said drawings or specifications after approval by DEN. Further, no alterations or improvements shall be made to or upon the Premises without prior DEN approval.

SECTION 2.02 DESIGN PERIOD

All Premises Improvements to be made to or upon the Premises by the Concessionaire are subject to the prior written approval of the SVP of Concessions. Concessionaire must coordinate design plans and specifications with DEN.

SECTION 2.03 DESIGN PROCEDURES

https://www.flydenver.com/app/uploads/2023/09/denTenantDSM.pdf

Manual 1 of the TDGs and this Handbook govern the procedures and requirements regarding design, including design process and schedule, submittal requirements, review and approval processes, design modifications, and project coordination.

SECTION 2.04 APPROVED PROJECTS

Prior to Concessionaire’s commencement of any construction activities on its Premises, Concessionaire must submit and have DEN approve a Design Review Committee Package (“DRC Package”) consisting of three (3) photo quality renderings that clearly depict the proposed design concept for the Premises, in context with the surrounding area. The DRC Package must contain:

• Renderings depicting the space approximately six feet (6’) beyond the demising walls and include merchandising on the shelves and people in each Premises.

• One (1) material sample board, floor plan, and reflected ceiling plan for each Premises, to provide a complete understanding of the space;

• An electronic copy of the fully complete plans and specifications for all Trade Fixtures and Premises Improvements for each Premises;

• Additional documents may be required as necessary to completely and accurately depict the proposed concept in context with the surrounding area;

• Prior to submission of DRC Package, Concessionaire should carefully review the Tenant Design Guidelines and DEN Concession Design Standards.

DEN reserves the right to promptly reject any submission that is not in material compliance with the foregoing; Once the DRC Package is approved, the Concessionaire may move forward with the construction documents for the Premises. Any design efforts prior to the DRC Package being approved is at Concessionaire’s own risk. The construction documents must include:

• All Concessionaire’s finish requirements, including lighting, power, plumbing, HVAC distribution from the main air supply, HVAC controls for the tie into the base building system, supplemental HVAC if needed, life safety systems, interior finishes, all furnishings, fixtures, trade fixtures, equipment, sections, elevations, isometrics, details, calculations, signage, and project specifications necessary to provide a complete construction package in a First-Class manner.

• Special attention must be given to the design of the HVAC and electrical systems. For a concept that creates odors, the mechanical system must be designed or configured to prevent the transmission of said odors to other portions of DEN.

• An approved exhaust hood shall be installed above all cooking equipment. This equipment includes, but is not limited to, grills, stoves, ovens, conveyor toaster, turbo-chef-ovens, panini press, etc. The space must be designed and constructed so there is no migration of food odors, cooking odors, smoke, steam, etc. beyond the footprint of the concession space. The migration of odors, smoke, steam, etc. beyond the footprint of the concession space will result in the concessionaire’s need to make modifications to operations, design, or buildout to eliminate migration.

• All design and construction drawings submitted by Concessionaire to DEN must be provided in the latest release of REVIT format in accordance with DEN's DSM.

Drawings and specifications are also required to be submitted in PDF format.

In addition to the above, Concessionaire is responsible for coordinating with Denver Building Inspection Division, Zoning, Fire Department, Wastewater Management, Consumer Protection, and Health and Hospitals, etc. as may be required to comply with submittal, review, and approval requirements in order to obtain all required permits. Prior to the issuance of a Notice to Proceed (“NTP”), Concessionaire or its contractor shall deliver to the Senior Vice President of Concessions copies of all required permits, licenses, and all other documents as required by Manual 1 of TDGs and listed in the Handbook. NTP documents shall be submitted to the Tenant Finish Group as a complete package.

ARTICLE III. CONSTRUCTION

SECTION 3.01 PRE-CONSTRUCTION

As soon as practicable, but no later than ten (10) days after approval by DEN of the Final Plans, Concessionaire shall attend a pre-construction meeting with the SVP of Concessions’ Designated Project Manager.

Prior to commencement of onsite construction activities, the Concessionaire and its contractor shall attend a pre-construction meeting if so, requested by the designated Project Manager. The Concessionaire may request a pre-construction meeting even if the DEN project manager did not do so.

SECTION 3.02 NOTICE TO PROCEED

Concessionaire may not construct or install anything within the Premises without DEN’s approval of the Final Plans and a DEN-issued NTP. Before beginning any construction work on the Premises, the Concessionaire must obtain at Concessionaire’s expense, an NTP. Prior to the issuance of an NTP, Concessionaire must obtain and pay for all approvals, licenses, and permits required for the Premises Improvements. Whenever a conflict arises between state or local law, ordinances or regulations, and federal law or regulations, the most stringent law, or regulations applicable to the Agreement shall control.

Prior to issuance of an NTP for an Approved Project, Concessionaire must submit the required documentation, listed below, to DEN for review and approval.

The required documents are as follows:

• An electronic copy of the DEN and Building Department approved drawings and specifications;

• An electronic copy of the construction contract;

• A sworn statement listing contractors and subcontractors at all tiers, a description of work, the contract amounts, and approval from the Auditor’s Office that the documents are acceptable;

• An electronic copy of the fully executed Concession Agreement between DEN and Concessionaire;

• An electronic copy of contractor’s insurance documentation;

• Original Contractor’s Performance Bond, Payment Bond, and dual obligee rider on DEN approved form;

• Original Concessionaire’s Payment Bond on DEN approved form;

• An electronic copy of the Building Permit;

• An electronic copy of the detailed bar chart schedule of construction;

• An electronic copy of all approved REVIT and Word file construction documents;

• An electronic copy of the contractor’s safety plan;

• An electronic copy of the DSBO forms and an approval from DSBO indicating that the minimum required participation has been met;

• An electronic copy of the contractor’s Equity, Diversity, and Inclusion (EDI) plan.

• An electronic report from a qualified Americans with Disabilities Act (ADA) consultant, confirming that the project design is compliant with all ADA requirements.

• An electronic sworn statement from Concessionaire certifying that the contractor has submitted their qualifications. Concessionaire certifies it has investigated the qualifications of its proposed contractor and has identified the existence of any of the following items or certified to the best of their knowledge and belief that the problems listed below do not exist:

o Default on a contract within the last 3 years;

o Default on a contract which required that a surety complete the contract under payment or performance bonds issued by the surety;

o Debarment within the last 5 years by a public entity or any organization which has formal debarment proceedings;

o Significant or repeated violations of federal Occupational Safety and Health Act (“OSHA”) safety requirements;

o Failure to have the required City or Colorado licenses to perform the work described in the contract; and o Conviction within the last 5 years by the contractor, its principal owners, or its officers of an offense involving fraud or racketeering.

DEN reserves the right to promptly reject any submission that is not in material compliance with TDGs.

SECTION 3.03 CONTRACTOR’S BOND

Each Concessionaire and its contractor must maintain in effect throughout the construction period a construction performance and payment bond in a sum not less than one hundred (100%) of the construction contract amount unless the City and the Concessionaire’s contractor expressly permit a lesser amount. Said bond must guarantee prompt and faithful performance of the contract and prompt payment by Concessionaire to its contractors and by Concessionaire’s contractors to all persons supplying labor, materials, team hire, sustenance, provisions, provender, supplies, rental machinery, tools, and equipment used directly or indirectly by the said contractor, subcontractor(s), and suppliers in the prosecution of the work provided for in said construction contract. Said bonds shall also protect the City and DEN from any liability, losses, or damages arising therefrom. Bonds must be on a DEN approved form.

SECTION 3.04 STANDARD OF PERFORMANCE

All work done by Concessionaire, or its contractor(s) must be done in a professional manner using only high-quality grades of materials, and must comply with all insurance requirements, all applicable laws and ordinances, and all rules and regulations of governmental departments or agencies.

Whenever a conflict arises between state or local laws, ordinances, or regulations and Federal laws or regulations, Federal laws, or regulations applicable to the Agreement shall control.

SECTION 3.05 COORDINATION OF CONSTRUCTION

Concessionaires must cooperate with DEN and its planners, designers, architects, and engineers in the construction and installation of the Premises Improvements and Trade Fixtures in the Premises.

Concessionaires must use the plans approved by DEN and City’s Building Code. Concessionaires must meet with DEN as requested to give progress reports and provide or allow quality control checks. The designated Project Manager must be copied on all design and construction meeting correspondence. During the Term of the Agreement, construction may also occur in adjacent areas surrounding each Concessionaire’s Premises. Concessionaire must cooperate with and grant to other contractors’ access to its Premises when necessary to accommodate construction occurring in adjacent areas.

SECTION 3.06 CONSTRUCTION DEADLINES

Concessionaire must construct all Premises Improvements and install all Trade Fixtures on or before the Required Completion Date of the Approved Project. For initial construction, Concessionaire must also be Open for Business by the Required Opening Date. The Required Completion Date and/or Required Opening Date may be extended by the SVP of Concessions if completion of the Premises Improvements or installation of Trade Fixtures was delayed by circumstances solely attributable to DEN.

SECTION 3.07 BEGINNING CONSTRUCTION

Concessionaire must construct and install all initial Premises Improvements and Trade Fixtures necessary for the customary operation of the Premises, including, but not limited to, lighting, power, plumbing, HVAC distribution from main air supply, HVAC controls for the tie in to the base building system, supplemental HVAC if needed, life safety systems, interior finishes, all furnishings, fixtures, equipment, signage, counters, display cabinets, interior partitions, lighting, wall and ceiling finishes, flooring and floor coverings, furniture, furnishings, signage, and all other equipment and furnishings necessary to operate in a First Class manner.

SECTION 3.08 CONSTRUCTION PROCEDURES

Refer to Manual 1 of the TDGs for procedures and requirements regarding construction.

Work subject to inspection

All construction work, materials, and installations involved in or incidental to the construction on the Premises shall be subject at all times to inspection and regulatory control by City and DEN. In the performance of construction activities for Premise Improvements and installation of Trade Fixtures, Concessionaire is responsible for compliance and must require its contractors to comply with all federal, state, and local environmental requirements including, without limitation DEN’s Environmental Requirements, detailed below.

Safety during construction

DEN has the right to halt construction of Premises Improvements or deny access to the site at any time if construction is at material variance from the approved drawings and specifications, until such variances are corrected. Similarly, if such construction poses an immediate safety hazard at DEN, DEN has the right, without liability to Concessionaire or its contractors, to halt construction until such safety hazard is eliminated. Submittal of Necessary Information

In order to assist DEN in monitoring and inspecting construction, Concessionaire must submit or cause to be submitted information and record copies including but not limited to all field test reports, certificates of insurance, waivers of liens, material certificates, shop drawings, and submittals for review for compliance with DEN’s Design and Construction Standards, contractor application for payment requests, construction progress reports, notification of Substantial Completion, a digital copy of maintenance and operation manuals in connection with building systems and all updates thereof, As-Built documents, and any other documents related to the construction of Premise Improvements and installation of Trade Fixtures, which may be reasonably requested by DEN.

Change orders require prior approval

DEN must receive copies of all change orders. No change order or other contract modification that materially changes the scope of the Premise Improvements shall be executed without prior approval of the SVP of Concessions. DEN will approve, conditionally approve, or disapprove submissions of change orders that materially change the scope of the work within a reasonable period following receipt thereof. Any conditional approval or disapproval shall be accompanied by an explanation of the condition's reason.

Maintenance of safe construction site

Concessionaire is responsible for maintaining a clean, orderly, and safe construction site, free of accumulated construction debris and waste materials, and Concessionaire is responsible for legal removal of same. Construction must be accomplished without interfering with travelers, DEN operations, or other businesses, providing barricades, and/or construction enclosures as required.

ARTICLE IV. PROJECT CLOSEOUT

SECTION 4.01 CERTIFICATE OF OCCUPANCY

Upon completion of construction of the initial Approved Projects, Concessionaire shall deliver to DEN a copy of the Temporary Certificate of Occupancy (“TCO”) and Certificate of Occupancy (“CO”) for the entire (100%) of the Premises if one is issued by City’s Building Department. If a TCO or CO is not issued by the City’s Building Department, the Concessionaire must provide a copy of the final Permit Inspection Card indicating inspection and approval by the issuer of said permit. The concessionaire must obtain DEN’s written permission to remove its construction wall and must immediately thereafter Open for Business.

SECTION 4.02 REQUIRED DOCUMENTS

Within sixty (60) days after the Actual Opening Date or completion of any Approved Project during the Term, Concessionaire must deliver to DEN the following documents as part of the Project Closeout Activities:

• Certified proof demonstrating that no liens exist on the Premises, including but not limited to, a waiver of lien from all Contractors and signed releases from all subcontractors that indicate receipt of payment in full for all work performed or Trade Fixtures delivered.

• As-Built record documents of the construction, additions and other modifications constructed by the Concessionaire on the Premises. Any DEN maintained assets or systems shall be fully connected and include system and equipment loads on and all facility information. Concessionaires must provide connections and service loads at the point of connection to all DEN systems. During the Term, the Concessionaire must keep said documents current, with all changes or modifications made by Concessionaire in or to the Premises or additions thereto.

• A statement certified by Concessionaire’s chief financial officer, or other officer similar in function or title, specifying the final Capital Investment and final Design related to each of the Approved Project(s) with the level of detail as requested by DEN.

• An architect’s certification that construction has been completed in accordance with the approved plans and specifications and in compliance with all laws and other governmental rules, regulations, and orders, including but not limited to, DSBO approval and Denver City Auditor’s approval. Upon DEN’s request, the Concessionaire must jointly inspect the Premises with DEN to verify conformity to the Final Plans for each Approved Project within the Premises.

• Indication from DSBO that all requirements of its office have been satisfied.

• Copy of Certificate of Occupancy (CO), or in the event a CO was not issued for the project, a copy of the building permit signature card.

• Completion of all DEN identified construction punch list items.

• An ADA inspection report from a qualified third-party consultant, confirming that there are no ADA violations in the project. Any identified ADA deficiencies will be added to the project as punch list items.

• Indication from the Auditor’s Office of Prevailing Wage that there are no outstanding prevailing wage issues on the project.

• Documentation from the Denver Building Department that there are no outstanding permits associated with the project.

• For restaurant locations that have a kitchen exhaust system, provide a copy of a report from a hood cleaning contractor that confirms the system has sufficient access for complete atmosphere to atmosphere cleaning. Any modifications required to provide access will be added to the project punch list.

SECTION 4.03 TITLE TO IMPROVEMENTS

All Premises Improvements made to the Premises by Concessionaire, and any additions and alterations thereto made by Concessionaire, including approved changes and renovations that are affixed to the realty, shall become the property of City upon their completion and acceptance by

DEN.

ARTICLE V. SIGNS AND WINDOW DISPLAYS

SECTION 5.01 GENERAL

Concessionaire has the right to install and maintain signs on the Premises, provided that the design, installation, and maintenance of all signs shall be subject to the terms of the Agreement and comply with this Handbook. Concessionaire must submit to DEN Concessions, for review and approval, the size, design, content, construction, or fabrication, and intended location of each sign it proposes to install within the Premises. Signs may not be placed outside of Concessionaire’s lease lines, and concessionaires shall submit the signage package to show the location of the sign in relationship to their lease line.

SECTION 5.02 UNIFORM STANDARDS

DEN has the right in its sole discretion to prohibit any sign proposed by Concessionaire.

Concessionaire will not place or cause to be placed or maintained on any exterior door, wall or window of the Premises any sign, awning or canopy, or advertising matter or other thing of any kind, and will not place or maintain any exterior lighting, plumbing fixture or protruding object or any decoration, lettering or advertising matter on the glass of any window or door of the Premises without first obtaining DEN's written approval and consent. At Concessionaire’s sole cost and expense, upon demand by the SVP of Concessions, Concessionaire must immediately remove any sign installed in violation of the foregoing. In the event any sign is installed in violation of the foregoing, Concessionaire must, at its own cost and expense, return the site of such sign to its condition prior to the placement or erection of the sign. A concessionaire must maintain any approved sign, awning, canopy, decoration, lettering, advertising matter, or other thing as may be approved in First Class condition.

SECTION 5.03 STOREFRONT SIGNAGE

Concessionaire must affix a sign to the exterior surface of the storefront of each Premises, subject to the advance approval of and field inspection by DEN. Concessionaire is responsible for all costs of fabricating, constructing, operating, and maintaining such sign including, without limitation, all charges for electricity. Concessionaires must keep said sign well-lit while open for business.

SECTION 5.04 INTERIOR SIGNAGE

DEN will permit the Concessionaire to install and operate signs on the Premises that are professionally fabricated and/or printed, subject to written approval by DEN.

Concessionaire must request DEN's approval by submitting a written request, accompanied by a detailed rendering, or drawing of the proposed sign and the proposed location. All signs located in the interior of a Premises must be in good taste so as not to detract from the general appearance of the Premises or DEN. No symbol, design, name, mark, or insignia adopted by City for DEN shall be used without the prior written consent of DEN.

Under no circumstances may any handwritten or temporary signs or displays be posted or used by Concessionaire, including but not limited to, any price lists or employment opportunity signs in a Premises. Concessionaire may place decals relating to credit or charge cards accepted on storefronts where warranted, subject to the prior written approval of the SVP of Concessions with respect to size, design, and placement.

Concessionaire must not install, have installed, or allow to be installed upon or within the Premises any sign whether illuminated or unlit, posters or other display of advertising media including material supplied by manufacturers of items offered for sale; or other types of display specified in DEN Design Standards, without prior written approval. Permission will not be granted for any advertising which fails to comply with DEN’s Design Standard Manuals, Tenant Design Guidelines, this Tenant Work Permit Handbook, or any advertising material, fixture, or equipment that extends beyond a Premises.

ARTICLE VI. MODIFICATIONS AND ALTERATIONS

SECTION 6.01 GENERAL

After construction and installation of all initial Premises Improvements and Trade Fixtures, Concessionaire may not improve, change, alter, add to, remove, or demolish any part of the Improvements without the prior written consent of DEN. Subsequent construction work within or to the Premises is subject to the same procedures as detailed in Articles II thru V above.

Modifications and alterations to existing Premises Improvements or Trade Fixtures are subject to the same requirements, including but not limited to, the City’s Prevailing Wage Ordinance.

Advance notice of modification

The concessionaire must give advance notice and receive DEN approval before performing any material modification to the Premises.

Expense of alterations

Any work necessary to make any alterations, improvements, or additions to the Premises throughout the term of the Agreement shall be done at Concessionaire’s cost and expense in accordance with and subject to all of the required approvals, submittals, procedures, and all other requirements of whatsoever nature.

SECTION 6.02 SUBSEQUENT CONSTRUCTION

The same process outlined above for DEN’s approval of the initial construction shall be followed for all subsequent construction, unless otherwise directed by DEN. Concessionaire must comply with all conditions imposed by the SVP of Concessions, in the SVP’s sole judgment, and all required approvals, submittals, and procedures of whatsoever nature, as set forth above. Any work necessary to make alterations, improvements, or additions to the Premises throughout the Concessionaire’s Term shall be done at the Concessionaire's cost and expense.

Upon completion of subsequent construction work, Concessionaire must deliver to DEN revised As-Built drawings, evidence of payment, contractor's affidavits, and full and final waivers of any liens for labor, services, or materials. Concessionaire must include in its agreements with its contractor’s provisions whereby such contractors shall defend and hold City and DEN harmless from all costs, damages, liens, expenses, and other closeout documents related to such work.

SECTION 6.03 REMOVAL AND DEMOLITION OF IMPROVEMENTS

Concessionaires must not replace, remove, or demolish in whole or in part any Premises Improvements or Trade Fixtures within the Premises during their Term without the prior written approval of the SVP of Concessions. In his/her sole discretion, the SVP of Concessions may condition such approval upon the obligation of Concessionaire to replace the Premises Improvement or Trade Fixture with a comparable substitute specified by the SVP.

In the event that any construction, improvement, alteration, modification, addition, repair (excluding emergency repairs), or replacement is made without the prior written consent of the

SVP of Concessions or made in a different manner than approved, City may terminate the Agreement in accordance with the termination provisions of the Agreement.

Alternatively, upon notice to do so, Concessionaire must remove the same, or at its discretion, Concessionaire must cause the same to be changed to the satisfaction of DEN. In case of any failure on the part of Concessionaire to comply with the notice, in addition to any other remedies available to it, DEN may affect the removal or change, and Concessionaire must pay the cost thereof to DEN upon demand.

SECTION 6.04 AS-BUILT DOCUMENTS

No later than sixty (60) days after completing any modification or alteration to the Premises, Concessionaire shall provide DEN one (1) complete electronic set of As-Built documents as defined in the Agreement. If a Concessionaire fails to provide As-Built documents after written notice from DEN, DEN may elect to have the documents completed and charge Concessionaire for the costs associated therewith. Upon request, Concessionaire must inspect the Premises jointly with DEN to verify As-Built documents.

ARTICLE VII. ENVIRONMENTAL REQUIREMENTS

SECTION 7.01 CONSTRUCTION

Concessionaire must ensure the Premises are designed, constructed, operated, and maintained in a First-Class manner that is sustainable and minimizes environmental impacts through application of appropriate preventive measures and the maximum amount practicable of sustainable materials.

SECTION 7.02 PROHIBITIONS

Concessionaire must not keep, store, or use any goods or materials in or on the Premises that are flammable, explosive, hazardous (as defined in the Agreement or applicable law) or that may be offensive or cause harm to the general public or cause damage to the Premises. Concessionaire is responsible for compliance and shall require its contractors to comply with all federal, state, and local environmental rules, regulations, and requirements. This includes compliance with DEN’s Rules and Regulations, Rule 180 incorporated hereto by reference and as may be updated. The concessionaire must comply with the environmental requirements contained in TDGs for any alterations to existing DEN facilities.

ARTICLE VIII. MIDTERM REFURBISHMENT

SECTION 8.01 GENERAL

Not later than the required mid-term completion date, Concessionaire must, at its sole cost and expense, complete the Mid-Term Refurbishment. The Mid-Term Refurbishment must include without limitation all refinishing, repair, replacement, redecorating, repainting, and re-flooring necessary to keep the Premises in First Class condition.

SECTION 8.02 MIDTERM REFURBISHMENT COMMENCEMENT

Approximately one (1) year prior to the Midterm Required Completion Date, Concessionaire shall meet with DEN to identify and discuss the scope of the Midterm Refurbishment. If the Concessionaire and DEN cannot jointly agree, DEN’s determination shall govern.

ARTICLE IX. DUTIES UPON EXPIRATION

SECTION 9.01 END OF TERM TRANSITION

During the final Contract Years of an Agreement, DEN may advertise and award a new concession agreement that may include rights to the Premises or portions thereof. If the existing Concessionaire is not selected for the new agreement, DEN will notify the Concessionaire in writing of the exact dates of a transition period. During the final Contract Years of the Term DEN has the right to show the Premises to prospective tenants. DEN will provide at least twenty-four

(24) hours’ notice to Concessionaire of any showing of the Premises. Concessionaire must cooperate fully with DEN and any successor to ensure an effective and efficient transition of the Premises and concession operations to the successor. Concessionaire is responsible for continuous performance of the Agreement in a First-Class manner during the transition to the successor.

SECTION 9.02 RIGHTS AND OBLIGATIONS

Upon expiration or termination of an Agreement, Concessionaire must surrender the Premises to DEN peaceably, quietly, and in as good order and condition as handed over to Concessionaire or as improved by the Concessionaire or DEN, reasonable use and wear accepted. The concessionaire must provide to DEN any and all keys and/or lock codes to doors, window displays or any area of controlled access within the footprint of the Premises. Concessionaire may not remove any items that are affixed, freestanding, or unaffixed. Removal of which would result in a code violation or unsafe condition.

Concessionaire must remove all furniture, fixtures and equipment installed by Concessionaire or brand proprietary property, inventory, and other personal property, and leave the Premises in broom clean and Denver Building Code compliant condition.

ARTICLE X. MISCELLANEOUS PROVISIONS

SECTION 10.01 PAYMENT OF PREVAILING WAGE RATES

Concessionaire must require all contractors and subcontractors to pay every worker, laborer, or mechanic employed by it in the performance of the construction of Premises Improvements prevailing wages, including fringe benefits or their cash equivalent, for the same class and kind of work in City, all as defined by and determined under the provisions of D.R.M.C. Section 20-76.

The wages must be those prevailing at the time of the contractor's final bid, and the Concessionaire must require the contractor to submit with its bid the applicable wage schedule. The contractor must post in a prominent and easily accessible place at the site of the Premises Improvements the scale of wages to be paid by the contractor and all subcontractors at any tier working under the contractor.

During each week of work progress, the contractor must furnish to the Division of Small Business Opportunity and to City’s Auditor a true and correct copy of the payroll records of all workers employed to perform the work. All payroll records must include:

• Information showing the number of hours worked by each worker, the hourly pay of such worker, any deductions made from pay, and the net amount of pay received by such worker for the period covered by the payroll.

• A sworn statement of the contractor that the copy is a true and correct copy of the payroll records of all workers performing the work whether for the contractors or subcontractors that payments were made to the workers as set forth in the payroll records, that no deductions were made other than those set forth in such records, and that all workers were paid the prevailing wages as of the contractor's final bid for the work.

Compliance with the above requirements is to be interpreted as "standard specifications" in D.R.M.C. Section 5-18(b). Violation of the prevailing wage requirement and its documentation, hereinabove set forth, will result in an order from the CEO for the work to cease until there is satisfactory evidence that the violation has been remedied and will not recur. The issuance of a stop-work order will not relieve contractor's surety of any liability on contractor's bond or bonds, but such a stop-work order will constitute a result of default by the contractor insofar as said surety's obligation is concerned.

SECTION 10.02 SBE, DBE, AND MBE/WBE PARTICIPATION

All Agreements are subject to the requirements of D.R.M.C. Chapter 28, Articles III and VII.

• Concessionaire must provide for participation of Small Business Enterprises…