6-Attachment 2 - Sample ATM Lease Agreement Template.pdf

ATM Concessions Lease Agreement Page 1 Minneapolis-St. Paul International Airport

Automated Teller Machine (ATM) Concessions Lease Agreement between

Metropolitan Airports Commission and

LESSEE

DATE

ATM Concessions Lease Agreement Page 2

Contents

I. DEFINITIONS 4

II. LEASED PREMISES 6

III. TERM 8

IV. AUTHORIZED USES 9

V. RENT AND FEES 11

VI. STATEMENTS, BOOKS, AND RECORDS 13

VII. INSTALLATION, MAINTENANCE, AND UTILITIES 16

VIII. OPERATION OF THE CONCESSIONS 16

IX. DESIGN, CONSTRUCTION, ALTERATIONS, AND SIGNAGE 21

X. MAINTENANCE AND REPAIR OBLIGATIONS 24

XI. MAINTENANCE, CLEANING, AND DISTRIBUTION 24

XII. DAMAGE TO OR DESTRUCTION OF LEASED PREMISES 25

XIII. GOVERNMENT TAKING 27

XIV. INDEMNIFICATION AND INSURANCE 27

XV. ENVIRONMENTAL LIABILITY 29

XVI. REDELIVERY 32

XVII. BANKRUPTCY 33

XVIII. DEFAULT 34

XIX. LIQUIDATED DAMAGES 35

XX. CANCELLATION BY LESSEE 37

XXI. FAA REQUIRED CONTRACT PROVISIONS 38

XXII. QUIET ENJOYMENT 40

XXIII. LANDLORD’S LIEN 40

XXIV. COMPLIANCE WITH LAW 40

XXV. ACCESS TO LEASED PREMISES 41

XXVI. SECURITY 41

XXVII. NO REPRESENTATIONS OF COMMISSION 42

XXVIII. GENERAL PROVISIONS 42

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EXHIBIT A: LEASED PREMISES (LOD) 47

EXHIBIT B: USE OF THE LEASED PREMISES 48

EXHIBIT C: QUALITY ASSURANCE AUDITS 49

EXHIBIT D: LEASE NOTICE ADDRESS 50

EXHIBIT E: INTENTIONALLY OMITTED 51

EXHIBIT F: INTENTIONALLY OMITTED 52

EXHIBIT G: INTENTIONALLY OMITTED 53

EXHIBIT H: INTENTIONALLY OMITTED 54

EXHIBIT I: INTENTIONALLY OMITTED 55

EXHIBIT J: REFERENCE DATA 56

s

METROPOLITAN AIRPORTS COMMISSION

AUTOMATED TELLER MACHINE CONCESSIONS LEASE

AGREEMENT

This Automated Teller Machine (ATM) Concession 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 LESSEE (“Lessee”).

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

WHEREAS, Lessee is in the business of providing banking services and seeks to lease space from MAC to operate ATM Concessions; and

WHEREAS, MAC and Lessee desire to enter into this Agreement to develop a minimum of ten (10) locations within Terminal 1 and Terminal 2 (“Terminal Buildings”) for the construction and operation of ten (10) ATM machines at the Airport.

NOW, THEREFORE, in consideration of the foregoing and of the covenants and agreements of Lessee 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 Lessee’s Investment and Key Money paid to MAC.

E. Amortization Period. The length of time over which Lessee 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 Lessee’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.

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

K. Concession. Food, beverage, retail, and service stores that Lessee are authorized to operate pursuant to this Agreement.

L. Concessionaire. Lessee and all other entities, 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. 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.

Y. 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.

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

AA. Tenant Design Guidelines (“Guidelines”). A part of MAC’s Design and Construction

Standards pertaining to concession design.

BB. Lessee’s Investment. Defined in Section IX.I of this Agreement.

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

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

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

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

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

HH. Response to Request for Proposal. Refers to Lessee’s written response to the applicable MAC selection process, if any.

II. 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.

JJ. Standards. See Design and Construction Standards.

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

LL. 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 Lessee and a third party.

MM. service concession facility at the Airport.

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

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

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

3010, including any future additions.

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

55450.

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

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

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

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

UU. Turnover Date. The date that the Leased Premises is vacated and/or ready for construction by Lessee 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.

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

II. Leased Premises A. Leased Premises

MAC leases to Lessee 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 A will be updated once as-builts drawings are submitted to MAC by Lessee at the completion of the build-out. In the event that a unit’s term is

ATM Concessions Lease Agreement Page 7 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 Lessee or MAC provide thirty (30) days’ advance written notice to the other party.

B. Transition Planning Lessee 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 Lessee acknowledge that at the time of the execution of this Agreement, the transition and development of concessions is still in flux. Lessee agrees to accept the terms of Exhibit J: Reference Data as it may be amended by MAC from time to time. For Lessee’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 Lessee agrees that MAC is not responsible for any resulting impacts to the Lessee’s concession operation, including, but not limited to, reduced Gross Sales.

D. 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 Lessee 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 Lessee 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, Lessee shall relocate all fixtures and equipment as specified by MAC for storage. MAC shall reimburse Lessee 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.

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Even though such temporary closure may inconvenience and partially impair the Lessee, it agrees that no liability shall attach to MAC, its officers, agents, or employees by reason of such inconvenience or impairment. Lessee 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.

E. 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 Lessee 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 Lessee. Lessee 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 Lessee excepted, at Lessee’s expense, within thirty

(30) days of written notice by MAC. In such event, the Annual Guarantee shall be adjusted on a pro rata basis, based on the number of ATM machines permanently removed.

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

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

A. 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.

B. Holdover To provide continuous service to the traveling public, Lessee shall, upon written request by MAC, remain upon the Leased Premises and manage the operation of an agreed upon number of ATM locations in accordance with the terms and provisions of this

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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 Lessee 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, Lessee 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 Lessee.

In the event Lessee 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, Lessee shall remain bound by all terms of this Agreement.

IV. Authorized Uses A. Non-Exclusive Rights

MAC grants to Lessee 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 Lessee’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 Lessee only for the uses specified in this Agreement, and for the construction, installation, and maintenance and improvement of the Leased Premises. Lessee 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.

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

D. Prohibited Products and Services MAC reserves the right to approve all items sold by Lessee. 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.

E. 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 Lessee 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.

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

G. Noise Levels MAC and Lessee 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. Lessee 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.

H. Network Connectivity and Co-Location MAC aims to reduce cabling and re-cabling work associated with the multiple moves by Lessees over time. MAC facilitates cabling by allowing Lessees to connect their spaces to MAC provided Telecom Rooms from where Lessees 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.H.1. Connectivity within Lessee leased space Lessee 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, Lessee are required to remove all abandoned cable, conduit and cable tray within the space.

IV.H.2. Connectivity external to a Lessee’s leased space Lessee 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.

Lessee shall sign a Telecom Room/Fiber license agreement from MAC in order to be granted access to connectivity through the MAC’s Telecom Rooms.

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

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

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

If Lessee desires to utilize MAC provided wireless area networks, Lessee 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.

V. Rent and Fees A. Rent

Throughout the term of this Agreement, Lessee shall pay an Annual Guarantee in the amount of $XXXX, . The Annual Guarantee shall be payable in twelve (12) monthly installments and is due by the first (1st) day of each month of the Agreement.

If Lessee begins its initial operation after the first (1st) of the month, the Annual Guarantee installment for that month shall be prorated based on the number of days in operation.

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B. ATM Out of Network Surcharge Fee The ATM out of network surcharge fee shall be equal to fifty percent (50%) of all surcharges including out-of-network fees originating at the Airport. Ther term “surcharge” as used herein shall be defined to include any fee charged by Lessee to a cardholder for completing a transaction at the airport. Examples include, but are not limited to, withdrawal, deposit, cash advance by credit card, transfer, inquiries, and statement requests that are made by any cardholder out of the bank's network. Incomplete or denied transactions, or the sale of stamps, will not De counted as a transaction subject to the surcharge. For the purposes of calculating transaction fees, the transactions at the ATMs will be totaled on an individual machine basis. Surcharges shall initially be set at $3.50. Any changes to the surcharge fee must be approved by MAC Staff in advance in writing.

C. Rent Start Date The 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. The 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.

D. Monthly Payments Throughout the Term of the Agreement, lessee shall pay an Annual Guarantee for the ATM Concession as outlined in Section V.A., The Concession Fee’s from ATM transaction surcharges for the preceding month is due, with or without an invoice, no later than the fifteenth (15th) day of the following month.

E. Security Deposit Prior to or contemporaneously with the execution of the Agreement, Lessee shall provide to MAC a security deposit in the amount(s) specified in Exhibit J: Reference Data, (“Lessee Security Deposit”), in the form of an irrevocable letter of credit or a bond from a lending institution acceptable to MAC. Lessee 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 Lessee unless MAC chooses to apply it to unpaid rent or other damages. Lessee’s Security Deposit will accrue no interest.

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

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F. Lessee Method of Payment All payments by Lessee 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 Lessee 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 Lessee to pay as mutually agreed in subsection a. above until such time as Lessee can make payment by EFT.

G. Lessee Interest and Late Fees Lessee 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.

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

VI. Statements, Books, and Records A. Lessee 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 any holdover period, Lessee shall electronically submit to MAC, through its Director of Finance, a statement (“Sales Statement”), in a form satisfactory to MAC, showing the total number of ATM transactions for each location, by type, and all surcharges charged at the Airport for the preceding calendar month, accompanied by payment. MAC reserves the right to prescribe and revise the format of the Sales Statements at any time.

The Lessee shall be responsible for maintaining adequate accounting records, in accordance with Generally Accepted Accounting Principles (GAAP), generally accepted auditing standards and the requirements of this Agreement, for (a) all transactions relevant to this Agreement (collectively "Books and Records'), and (b) all exclusions from surcharges claimed by the Lessee. The Lessee shall utilize such systems to record surcharges properly, accurately, and completely. All Books and Records shall be retained for a period of at least six (6) years after the end of the applicable year, or in the event of a claim by MAC, until such claim of MAC has been fully ascertained, resolved and paid, whichever is later.

Books and Records shall include detailed analysis listing all of Lessee's ATM operations at the Airport in the form of electronic media. Books and Records shall also include, but are not limited to: (1) all original accounting source documents and detail transactions relevant to

ATM Concessions Lease Agreement Page 14 this Agreement, including but not limited to (a) operating/financial statements, (b) a complete (cumulative) general ledger, (c) monthly sales journals detailing each transaction for the month, (d) reconciliation between the financial records and monthly Statements submitted to MAC, (e) any applicable bank statements, (f) annual audited financial statements and related reports on internal controls (including management representation letters) concerning Lessee's business at the Airport, if applicable, (g) electronic media documenting accounting records, and (h) other sales-related documents; and (i) all exclusions from surcharges claimed by Lessee. For exclusions or adjustments to surcharges, the records shall include, but are not limited to: (1) all agreements between Lessee and corporate or volume customer contractual rights or rebates; (2) lists of all individual transactions with all corporate or volume customers; (3) all individual agreements with corporate or volume customers; and (4) any documentation or records supporting additional reductions to surcharges.

The Lessee shall comply with all requirements under this Section or Lessee will incur liquidated damages as referenced in Section XIX of this Agreement.

B. Annual Reports Within 90 days of the conclusion of each Agreement Year, Lessee shall submit to MAC a detailed statement of transaction totals for each ATM location, including surcharge amounts, and any other information requested by MAC, in a form acceptable to MAC.

Annual reports shall be submitted to mspreports@mspmac.org.

Such statement shall be certified as correct by an authorized representative of Lessee and be submitted contemporaneously with Lessee’s payment, if applicable, covering any underpayment between payment made during the year of previous operation and payment due for such year of operation.

C. Public Data All data created, collected, received, stored, used, maintained, or disseminated in the course of performance of this Agreement are subject to the requirements of the Minnesota Government Data Practices Act, Minn. Stat. § 13.01, et seq. In all respects, Lessee will comply with the requirements articulated in Minn. Stat. § 13.05, subd. 11(a). With respect to the Minnesota Government Data Practices Act, or its successor legislation, as it may be amended from time to time, Lessee agrees that certain data are not trade secret. Such data, in all instances, include this Agreement, and any report required to be provided by Lessee to MAC by Section B, Section C, and Section VI.E.4. In addition, such data include any information, regardless of media, delivered to MAC without conspicuous confidentiality legends identifying the data as trade secrets. Lessee waives all confidentiality interests in each of these categories of data and agrees that this information can be treated by MAC as data accessible to the public.

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D. Audit VI.D.1. Audit Findings At any time upon ten (10) Business Days written notice, MAC reserves the right to audit the books and records of Lessee relating to operations at the Leased Premises for the purpose of verifying Gross Sales for any period within six (6) years prior to the beginning date of such audit. Lessee will be provided with a copy of the results of any audit. If, as a result from such audit, it is established that there has been an understatement of the Gross Sales received from all operations at the Leased Premises by three percent (3%) or more (after the deductions and exclusions allowed in this Agreement) the entire reasonable expense of such audit and applicable attorney’s fees shall be borne by Lessee. Any additional monies due as a result of the audit shall be paid by Lessee to MAC with interest at eighteen percent (18%) per annum from the date such additional monies became due. If Lessee has overpaid rent, MAC will credit the amount of the overpayment against future rent payments. A second audit during the Term that shows an understatement of Gross Sales by three percent (3%) or more will be considered an event of default, with the potential for termination by MAC as defined in Section XX of this Agreement.

Lessee shall comply with all requirements under this Section or Lessee will incur liquidated damages as referenced in Section XIX of this Agreement.

VI.D.2. Provision of Audit Workspace Lessee agrees to provide appropriate workspace to conduct the audit. Lessee will also make the requested original books and records available within ten (10) Business Days from the date of written request by MAC's representative (“MAC auditor”) and will freely lend its own assistance in conducting the audit. Such records shall be provided to MAC auditor in the Minneapolis-St. Paul metropolitan area for inspection during business hours. Lessee agrees that in the event that the requested documentation is not provided within such ten (10) Business Day period, Lessee shall bear the expense of MAC auditors to travel to and return from the location(s) where such records are maintained to conduct the audit. Such expenses will include transportation, lodging, food and other out-of-pocket expenses for the full duration of the time needed to complete the audit.

VI.D.3. Survival of Lessee’s Duties and MAC’s Rights Lessee’s duty to maintain books and records and MAC’s rights under this Agreement to inspect and audit the books and records of Lessee shall survive the expiration or earlier termination of this Agreement.

VI.D.4. General Ledger Transactions Lessee shall, within ten (10) days of a written request by MAC, submit an extract of Lessee’s Lessee detailed general ledger of transactions listing each surcharge on the general ledger accounting system for the period specified by MAC. Transaction listings must be specific to Lessee’s units and include all general ledger accounts available data

ATM Concessions Lease Agreement Page 16 fields in each transaction in a format acceptable to MAC for each of the Lessee’s and Lessee’s units.

VI.D.5. Third Party Books and Records To the extent that Lessee uses or authorizes a third party to receive, process, or otherwise accept orders for Lessee’s business at the Airport, Lessee shall ensure that MAC have the ability to audit such third party’s books and records to the same degree that MAC may audit Lessee’s books and records.

VII. Installation, Maintenance, and Utilities All costs relating to the construction, operation, and maintenance of the operations are the sole responsibility of the Lessee. MAC will be responsible for monthly electricity fees associated with the operation of the Leased Premises; however, the Lessee shall be responsible for the monthly telephone and data fees associated with the operation of the locations, as well as any taxes related to the operation. Lessee must obtain the proper MAC permits prior to any installation, including any phone lines or electrical power outlets. MAC must approve all plans prior to installation. Lessee must meet all applicable building codes, ordinances, Federal, State and Local requirements.

Lessee agrees to clean and keep in good appearance the Leased Premises, including any and all other improvements within the Leased Premises. Lessee also agrees to keep the Leased Premises free of the accumulation of debris or trash that may occur on the Leased Premises. The Leased Premises will be checked and cleaned daily. MAC reserves the right to note deficiencies in cleanliness or appearance and such deficiencies must be remedied within a reasonable time period by Lessee. Repeated violations will result in liquidated damages in accordance with Section XIX.

Lessee agrees to respond to passenger and maintenance problems as quickly as possible, and in all cases within one hundred eighty (180) minutes of notification during normal terminal operation hours (5:30 a.m. – 12:00 a.m.). Upon the expiration or cancellation of this Agreement for any reason whatsoever, Lessee agrees to return the Leased Premises to its condition prior to the installation of the location operations.

To the extent that Lessee uses subcontractors to fulfill any of its obligations under this Agreement, MAC, in its sole discretion, shall have a reasonable right of rejection of any such subcontractor.

VIII. Operation of the Concessions A. Management

VIII.A.1. Service Contracts All service contracts, as deemed necessary by MAC to maintain operation of the facilities in question, entered into by Lessee with respect to its responsibilities shall: (a) be in the name of Lessee; (b) be assignable, at MAC’s option, to MAC or MAC’s nominee; (c) include a provision for cancellation without payment of a fee or penalty by MAC or Lessee upon not more than thirty (30) days written notice; and (d) shall

ATM Concessions Lease Agreement Page 17 require that all contractors provide evidence of sufficient insurance upon request. If the Agreement between MAC and Lessee is terminated, Lessee shall, at MAC’s option, assign to MAC or MAC’s nominee all service agreements pertaining to the Leased Premises.

VIII.A.2. Quality Assurance Audits MAC may require Lessee to perform internal Quality Assurance Audits on itself on at least a quarterly basis as generally described on the attached Exhibit A: Leased Premises (LOD). MAC reserves the right to prescribe and revise the audit criteria at any time, including requiring a third party, chosen by MAC, to be contracted at Lessee’s expense. The purpose of said audits shall be to ensure consistent standards of customer service and quality, including sustainability performance, among Lessee.

MAC reserves the right to conduct any audits or surveys of Lessee it deems appropriate. Lessee agrees to cooperate in said audits and/or surveys. MAC reserves the right to request copies of the Quality Assurance Audits at any time.

B. Personnel VIII.B.1. Manager The management, maintenance, and operation of all Concessions units on the Leased Premises shall be under the supervision and direction of an active, qualified, competent, and experienced manager, who shall at all times be authorized to represent and act for Lessee. Lessee will provide to MAC and update as necessary, contact information for Lessee’s managers to allow MAC to contact them in emergencies or during non-business hours.

VIII.B.2. Adequate and Competent Staff Lessee shall ensure that they employ a sufficient number of properly trained personnel to manage and operate the Leased Premises at its maximum capacity and efficiency on such days and during such hours as MAC may reasonably specify. Sufficient number is a number, which consistently provides customers with no unreasonable delay or inconvenience as determined by MAC through the development of standards, in moving through point of sale or selecting products or service. Lessee shall ensure that they have sufficient staff to have the ability to provide relief coverage so that there are no business interruptions or closures. All personnel shall be clean, neat in appearance and attired in proper uniform and wearing a company-provided name tag, if required. Lessee shall ensure that all employees of Lessee conform to personal hygiene requirements established by MAC rules and regulations and/or by federal, state, or local laws or regulations, whichever is most stringent. Lessee must ensure all employees can adequately communicate with customers and are professional and courteous in interactions with customers. Lessee shall comply with all requirements under this Section or Lessee will incur liquidated damages as referenced in Section XIX of this Agreement.

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VIII.B.3. Communication with Passengers Lessee understand and agree that if their employees are in positions that involve consistent contact with the public, they must be capable of rendering public services to passengers such as making and communicating changes, assisting in emergency communications, giving directions, and providing general assistance. Lessee shall comply with all requirements under this Section or Lessee will incur liquidated damages as referenced in Section XIX of this Agreement.

VIII.B.4. MAC Objections MAC shall have the right to object to the demeanor, conduct, and appearance of any employee of Lessee or those doing business with them, subject to applicable law. Lessee shall take all steps reasonably necessary to remedy the cause of the objection. After written notice from MAC, Lessee shall ensure the immediate removal from the Leased Premises or discipline in accordance with Lessee’s employee discipline policy for any employee or other representative of Lessee who participates in improper or illegal acts on the Airport, who violates Airport rules and regulations or any provision of the Agreement, or whose continued presence on the Airport is, in the opinion of MAC, deemed not to be in the best interests of MAC. However, in certain situations, MAC shall have the right to request Lessee to take immediate action via a telephone call. Lessee shall not allow any of its agents, contractors, or employees to conduct business in a loud, noisy, boisterous, offensive, or objectionable manner, and shall confine their business on the Airport to that of operating the Concession unless otherwise approved in writing by MAC.

VIII.B.5. MAC Not Liable for Employment Issues Lessee’s Agreement with MAC is not one of agency by Lessee for MAC, but one with Lessee engaged independently in the business of managing the Leased Premises on its own behalf. All employment arrangements are, therefore, solely Lessee’s concern, and MAC shall have no liability with respect thereto. Lessee shall defend, indemnify, and hold harmless, MAC from any claims or causes of action of whatever nature that may be brought by present or former employees, present or former independent contractors, present or former labor unions.

VIII.B.6. Compliance with Law Lessee shall fully comply with all acts and regulations relating in any way to worker’s compensation, social security, unemployment insurance, hours of labor, wages, working conditions, Immigration Reform and Control Act of 1986, the Patient Protection and Affordable Care Act (PPACA) and other employer-employee related subjects.

VIII.B.7. Nondiscriminatory Service Lessee shall provide all services authorized hereunder to its customers and patrons upon a fair, equal, and nondiscriminatory basis and charge fair, ATM Concessions Lease Agreement Page 19 reasonable, and nondiscriminatory prices; provided, however, that Lessee may make or give such reasonable and nondiscriminatory discounts, rebates, or other similar price reductions as they may desire to their employees and repeat/frequent customers.

VIII.B.8. Wages and Benefits Lessee must pay a competitive market hourly wage rate to its employees at the Airport. At a minimum, Lessee must pay its employees at the Airport wages at or in excess of those that comply with MAC Ordinance 129. Lessee must also ensure compliance with all federal, state, MAC, and local wages laws and ordinances.

C. Quality of Products and Services VIII.C.1. First Class It is an express condition of this Agreement that Lessee maintains the ATM’s in a first class manner.MAC has foremost in mind providing the traveling public with facilities quality, commensurate with the trade accustomed to using facilities of this kind. Lessee shall ensure that a decor is established and maintained substantially in accordance with MAC design and facility plan, that the ATMs are maintained and operated in a first-class manner and that the Leased Premises are kept in a safe, clean, orderly and inviting condition at all times, satisfactory to MAC. To accomplish these desires, Lessee must periodically review or cause to be reviewed, operations of Concessions operated by the Lessee at the Airport.

VIII.C.2. Adequate Products and Service Lessee shall ensure that the traveling public are furnished adequate services, and that Lessee shall keep in stock and have ready at all times of operation sufficient supply of articles and goods offered, as may be appropriate to the operation, to meet the demand of customers at the Airport. Lessee shall offer MAC-approved products and services as listed in Exhibit B.

If MAC identifies any problem areas with respect to operation of the ATM’s, including without limitation quality and quantity of products or services offered, including the selection of items offered being inadequate in general or in any particular location, Lessee shall be notified in writing by MAC and shall correct, or cause to be corrected, such problem or problems within twenty-four (24) hours, unless a longer period of time is required, but in no event shall the time-period extend beyond thirty (30) days after transmission of written notice by MAC, unless MAC permits a longer period (see Liquidated Damages, Section XIX of this Agreement). Failure of Lessee to so correct problem areas constitutes an event of default hereunder.

D. Franchise Standards All franchise standards shall be met or exceeded. Copies of the franchise standards and performance audit forms shall be sent to MAC’s Concessions and Business Development

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Department upon written request by MAC. Copies of inspections conducted by the franchisee, franchisor, or mystery shopper service hired by the franchisee or franchisor, shall be sent to MAC upon written request.

E. Reports and Surveys Upon written request by MAC, Lessee must submit to MAC reports detailing the results of all customer survey results, mystery shopper reports, health department reports, brand audits, and any other types of reports. If MAC conducts any sustainability surveys, assessments, or spot checks, MAC may share results with Lessee, along with recommended action, if appropriate. Lessee shall promptly undertake any such corrective action disclosed by the MAC’s sustainability data collection.

MAC reserves the right to audit Lessee regarding compliance of this subsection. Failure to comply with this Section will result in liquidated damages under Section XIX of this Agreement.

F. Sponsorships Sponsorship Agreements must be submitted to MAC for prior written approval. MAC and Lessee shall collaborate to establish a review process designed to streamline the development and evaluation of sponsorship proposals. All sponsorship-related signage shall be subject to the signage requirements and conditions set forth in this Agreement. MAC shall collect a ten percent (10%) fee on all third-party advertising and sponsorship revenues.

G. Complaints All customer complaints referred to the Lessee by MAC must be responded to by Lessee within forty-eight (48) hours of said referral. A written copy of Lessee’s response shall be delivered to the concessions manager at the Airport within said forty-eight (48) hour period.

All other issues regarding the quality of service and/or prices raised on MAC’s own initiative may be submitted to Lessee for response, for which response shall be provided within seven

(7) days.

It is unlawful for airport Lessees and their lessees, tenants, concessionaires and contractors to discriminate against any person because of race, color, national origin, sex, creed, or disability in public services and employment opportunities. Allegations of discrimination must be promptly reported to MAC’s Civil Rights & Small Business Development.

H. Marketing The Metropolitan Airports Commission provides funding through its operating budget to market MSP Airport’s food & beverage, retail, and services venues to airport travelers and employees. For the purpose of marketing the Airport’s concessions program, the MAC reserves the right to use one (1) square foot in each unit of leased premises.

Concessionaires must also have the rights to and provide imagery for each venue’s brand logos, preferably in vector format. Additionally, the MAC reserves the right to use and access product and leased premises photographs and imagery for marketing purposes. To expedite inclusion in the marketing program and materials, all Lessees shall provide the MAC, upon execution of this agreement and upon staffing changes, with the name and

ATM Concessions Lease Agreement Page 21 telephone number of the person responsible for marketing or brand identity within their organization(s).

IX. Design, Construction, Alterations, and Signage A. Construction and Alterations

No improvements, alterations, or replacements shall be made to the Leased Premises or any portion thereof without the prior written consent of MAC.