Proposed_Agreement_-_Food_&_Beverage_Concession.pdf

Cincinnati/Northern Kentucky International Airport i

_________________ FOOD AND BEVERAGE

CONCESSION AGREEMENT

BY AND BETWEEN

KENTON COUNTY AIRPORT BOARD

AND

[CONCESSIONAIRE]

Cincinnati/Northern Kentucky International Airport ii

TABLE OF CONTENTS

Article Page No.

ARTICLE I

DEFINITIONS

ARTICLE II

ASSIGNED PREMISES

ARTICLE III

RECAPTURE

ARTICLE IV

LEASE TERM

ARTICLE V

SURRENDER OF PREMISES

ARTICLE VI

USES AND PRIVILEGES

ARTICLE VII

OPERATIONAL STANDARDS

ARTICLE VIII

HAZARDOUS MATERIALS

ARTICLE IX

RENTALS, FEES, CHARGES AND ACCOUNTABILITY

ARTICLE X

UTILITIES

ARTICLE XI

IMPROVEMENTS TO ASSIGNED PREMISES

Cincinnati/Northern Kentucky International Airport iii

ARTICLE XII

MAINTENANCE AND REPAIRS

ARTICLE XIII

LIABILITY, INDEMNITY, AND INSURANCE

ARTICLE XIV

ASSIGNMENT, DELEGATION, AND CHANGE OF OWNERSHIP

ARTICLE XV

DAMAGE OR DESTRUCTION OF ASSIGNED PREMISES

ARTICLE XVI

COMPLIANCE

ARTICLE XVII

CANCELLATION BY CONCESSIONAIRE

ARTICLE XVIII

CANCELLATION BY BOARD

ARTICLE XIX

GOVERNMENTAL AND SUBORDINATION PROVISIONS

ARTICLE XX………………………………………………………………………………………………………...44

AIRPORT CONCESSION DISADVANTAGED BUSINESS ENTERPRISE

ARTICLE XXI

GENERAL PROVISIONS

ARTICLE XXII

COUNTERPARTS AND ELECTRONIC SIGNATURES

ARTICLE XXIII

ENTIRE AGREEMENT

Cincinnati/Northern Kentucky International Airport 1

_________________ FOOD AND BEVERAGE

This Concession Agreement is made and entered into _________ 2026 by and between the KENTON COUNTY AIRPORT BOARD, a public and governmental corporate and politic body created pursuant to Chapter 183 of the Kentucky Revised Statutes ("Board") and [Concessionaire Name], a [type of company] organized and existing under the laws of the State of [State], and authorized to conduct business in the Commonwealth of Kentucky (“Concessionaire").

RECITALS:

The Board now operates an airport known as Cincinnati/Northern Kentucky International Airport (the "Airport") located in Boone County, Kentucky; and

The Board has existing facilities at the Airport, including the Terminal, CONRAC Customer Service Building (CSB), Concourse A, and Concourse B (the "Facilities"); and

The Board has solicited competitive proposals from qualified operators for the operation of a Food and Beverage Concession; and

The Board desires that a portion of the concession areas at the Airport be developed and operated as a “_____________ Food and Beverage Concession" (as such term is hereinafter described);

and

The Concessionaire desires and is ready, willing and able to establish and operate a __________ Food and Beverage Concession at the Airport.

Accordingly, the Board and the Concessionaire hereby mutually agree, each for itself and its successors and assigns, as follows:

ARTICLE I

DEFINITIONS

1.1 "Agreement" means this ____________ Food and Beverage Concession Agreement between the Board and the Concessionaire for the non-exclusive right, privilege and obligation to continuously and uninterruptedly through the Term of this Agreement, occupy, operate and manage the Assigned Premises as defined herein for the specific purpose described in Article VI herein under the terms and conditions expressly set forth herein.

1.2 "Airport" means the tract of land and any enlargements thereof with all improvements thereon and to be erected thereon, designated as "Cincinnati/Northern Kentucky International Airport," including the Terminal, CONRAC Customer Service Building (CSB), and Concourses A and B all as depicted on Exhibit A.

1.3 "Airport Concession Disadvantaged Business Enterprise" and "ACDBE” means, a for profit small business concern of which at least 51 percent of the interest is owned and controlled by one or more socially and economically disadvantaged individuals as defined in and certified as such

Cincinnati/Northern Kentucky International Airport 2 according to the Airport and Airways Safety and Capacity Expansion Act of 1987 and the regulations promulgated pursuant hereto at 49 CFR Part 23 & 26.

1.4 "Assigned Premises" means the area or areas in the Facilities designated by this Agreement and the Exhibits hereto as the place or places where the business of Concessionaire may be conducted pursuant to this Agreement.

1.5 "Concessionaire" means [Company] or its permitted successors or assigns.

1.6 "Chief Executive Officer" or "CEO" means the Chief Executive Officer, or his/her designee, of the Airport as from time to time appointed by the Board authorized to act with respect to any or all matters pertaining to this Agreement.

1.7 "Effective Date" means the date upon which this Agreement shall become effective and binding upon execution by both parties.

1.8 "Facilities" means, collectively, the Terminal, CONRAC Customer Service Building (CSB), Concourses A, B and the Automated Ground Transportation System Tunnel at the Airport.

1.9 "Fixed Improvements" means all structural or permanent-type improvements made by Concessionaire pursuant to Article XI of this Agreement, including but not limited to ceilings, walls, floors, and all interior and storefront finishes and coverings, power, water and other utility installations and connections, and light fixtures, all of which are affixed to the Assigned Premises. Any kiosk installed on or in the Assigned Premises shall be deemed a Fixed Improvement.

1.10 "Gross Revenue" means all monies or other consideration paid or payable to Concessionaire, its officers, employees and agents from all sales of Concessionaire from all business conducted upon or from the Assigned Premises by Concessionaire and all others, and whether such sales be evidenced by cash, check, credit charge account, exchange or otherwise, and shall include, but not be limited to, the amount received from the sale of goods, wares and merchandise and for services performed on or at or originated from the Assigned Premises, together with the amount of all orders taken, received or originated at the Assigned Premises or sales completed by delivery at the Assigned Premises, whether such orders be filled from the Assigned Premises or elsewhere. Gross Revenue shall specifically include any monies or other consideration paid or payable to Concessionaire, its officers, employees and agents for the use and occupancy of any product display areas, window display areas or signage areas. Gross Revenue shall not include sales of merchandise for which verifiable refunds, or allowances have been made on merchandise claimed to be defective or unsatisfactory, provided such sales have been included in Gross Revenue. When properly recorded and accounted for, Gross Revenue shall not include the amount of any sales, use or gross receipts tax imposed by any federal, state, municipal or governmental authority directly on sales and collected from customers, provided that the amount thereof is added to the selling price or absorbed therein, and paid by the Concessionaire to such governmental authority. No franchise or capital stock tax and no income or similar tax based upon income or profits as such shall be deducted from Gross Revenue in any event whatsoever. Each charge or sale upon installment or credit shall be treated as a sale for the full price in the month during which such charge or sale shall be made, irrespective of the time when Concessionaire shall receive payment (whether full or partial) thereof. No deduction from Gross Revenue shall be allowed for uncollected or uncollectable installment or credit accounts, credit card discounts or thefts.

Cincinnati/Northern Kentucky International Airport 3

Notwithstanding anything to the contrary in this Agreement, the term Gross Revenues shall not include the following:

a. Any sale or transfer of all, or such a substantial part of the stock or merchandise of the Concessionaire so as to constitute a “bulk transfer” defined as a transfer in bulk, and not in the ordinary course of business, of materials, supplies, merchandise, inventory, or equipment or sale of the stock or merchandise or business of Concessionaire in connection with the winding down or dissolution of the Concessionaire's business at the Assigned Premises or the sale or transfer of all or substantially all of the Concessionaire's assets or business at the Assigned Premises;

b. Transfers of merchandise or goods between similar stores owned or operated by Concessionaire in the ordinary course of business;

c. Any money received from an insurance or indemnity company or companies as a result of loss, damage, or destruction of or to the merchandise of Concessionaire’s or Concessionaire's trade fixture; and

1.11 “Hazardous Substances” means any material that, because of its quantity, concentration or physical or chemical characteristics, is deemed by any federal, state, or local governmental authority having jurisdiction over Concessionaire’s operation hereunder to pose a present or potential hazard to human health safety or to the environment. Hazardous Substances include, by way of illustration and not by way of limitation, any substance defined as a “hazardous substance” or “pollutant” or “contaminant’ pursuant to any Environmental Law; any asbestos and asbestos containing materials;

petroleum, including crude oil or any fraction thereof, natural gas or natural gas liquids; and any other toxic, dangerous or hazardous chemicals, materials or substance of waste(s).

1.12 "Lease Year", “Year” or “Yearly”, has the meaning ascribed to it in Paragraph 4.2 herein.

1.13 “Mid-Term Improvements” means replacement, reconditioning and refurbishment of the Assigned Premises at a date specified in this Agreement.

1.14 "Minimum Rent" means the minimum amount of money due to the Board each Year from the Concessionaire in consideration of the rights granted Concessionaire under this Agreement.

1.15 "Percentage Rent" means the sum of money due the Board on account of the Board's share of Gross Revenues as hereinafter provided.

1.16 "Personal Property" means all furniture and other portable property furnished and used by Concessionaire in its operations hereunder not affixed to the Assigned Premises.

1.17 “Price Comparison Location” or “PCL” has the meaning ascribed to it in Paragraph 7.28.

1.18 "Term" has the meaning ascribed to it in Paragraph 4.2 herein.

Cincinnati/Northern Kentucky International Airport 4

1.19 "Trade Fixtures" means all appliances, signage and any other major equipment or improvements commonly regarded as trade fixtures with a useful life in excess of three (3) years, installed by Concessionaire pursuant to Article XI of this Agreement for use in its operations hereunder. Trade Fixtures may be affixed to the Assigned Premises provided the same may be easily removed without damage to the Assigned Premises. The term Trade Fixtures as used herein shall not include attached shelving, lighting fixtures other than freestanding lamps. For purposes of this Agreement, Concessionaire’s exterior store signage shall be deemed a Trade Fixture.

1.20 “Unified Pricing” means Concessionaire charges the same prices for the same items and services at all of Concessionaire’s locations. Unified Pricing also includes zone pricing, where Concessionaire utilizes unified pricing in distinct regions of the United States acceptable to the Board.

A zone must encompass no less than three (3) contiguous states.

ARTICLE II

ASSIGNED PREMISES

2.1 Description and General Obligations: The Board hereby grants to the Concessionaire and the Concessionaire takes from the Board the right to use one (1) individual location comprising a total of approximately _______ square feet of space in the Facilities as hereinafter described and more specifically set forth on Exhibit B, incorporated herein by reference, and hereafter referred to as the Assigned Premises. It is understood and agreed that, upon completion of construction of the Assigned Premises, "as built" drawings may be substituted as Exhibit B without further amendment hereto.

2.2 Possession: The Board and Concessionaire hereby agree that the Concessionaire’s taking possession of the Assigned Premises shall be deemed conclusive evidence of Concessionaire’s acceptance of the Assigned Premises in satisfactory condition and in full compliance with all covenants and obligations of the Board in connection therewith. Concessionaire agrees that it will accept possession of the Assigned Premises in its “where-is”, “as-is” condition and that the Board has made no representations or inducements respecting the condition of the Assigned Premises to the Concessionaire.

ARTICLE III

RECAPTURE

3.1 The Board reserves the right to recapture all or a portion of the Assigned Premises anytime during the Term of this Agreement if the Board, in its sole and absolute discretion determines that the Assigned Premises are required for changes in or expansion of space for hold rooms, ticket counters or other airline operations, or the requirement of such space for public facilities, utilities, or other uses related to the furnishing of air transportation services or the operation of the Airport. In such event, the Board shall cause buy-out of the Net Book Value of the Concessionaire's Fixed Improvements in the Assigned Premises in accordance with Paragraphs (a) and (b) below (the “Buy- Out”). This Agreement shall terminate as to the applicable portion, or all of the Assigned Premises, thirty (30) days after the giving of written notice by the Board to the Concessionaire of the Board's determination to recapture such Assigned Premises.

a. "Net Book Value" shall mean the original cost of a capital expenditure made by Concessionaire for a Fixed Improvement, less accumulated amortization or depreciation (as appropriate), calculated in accordance with Article XI, as of

Cincinnati/Northern Kentucky International Airport 5 the date on which the Concessionaire is required to surrender the Assigned Premises. Concessionaire's original cost shall include reasonable and direct costs for such Fixed Improvements as defined in Article XI.

b. Any buy-out payment made by or on behalf of the Board under the terms of this Article III shall be paid to Concessionaire by the end of the thirtieth (30th) calendar day following the date the Concessionaire has surrendered the Assigned Premises and has submitted the statement of Net Book Value to the Board, whichever is later. Within a reasonable time prior to the date such Buy- Out payment is due (and subject to update immediately prior to the time the Buy-Out payment is made), the Chief Executive Officer shall be entitled to inventory and inspect all Fixed Improvements with respect to which such Buy- Out payments have been or are to be made, and, if any such inventory and inspection indicates that such an improvement is either missing or substantially damaged, the amount of the Buy-Out payment allocated to such improvement shall be either: (i) subtracted from the Buy-Out payment (in the event the improvement is missing); or (ii) reduced by the amount required to repair the damage as determined by the Chief Executive Officer (in the event the improvement is substantially damaged); provided, however, that no such improvement or fixture shall be deemed to be "substantially damaged" if such improvement is merely obsolete or worn out in accordance with normal and reasonable retail use. Simultaneously with its receipt of the Buy-Out payment, Concessionaire shall deliver to the Board a Bill of Sale containing full warranties of title, conveying title to the Fixed Improvements contained in the Assigned Premises surrendered, free of all liens and encumbrances, in an “as is-where is” basis. In the event any of such Fixed Improvements are subject to any liens or encumbrances, the amount of the Buy-Out payment shall be reduced by the amount necessary to satisfy such liens or encumbrances.

3.2 The Board may offer substitute space to the Concessionaire in connection with recapture of the Assigned Premises. Nothing in this Agreement shall be deemed to require that the Board offer substitute space, or that the Concessionaire accept substitute space. The offering of substitute space will be in the sole and absolute discretion of the Board; provided, however, that any such substitute space shall be offered (if at all) by the Board to the Concessionaire at least thirty (30) days before the effective date of the recapture. After the recapture of all or a portion of any of Concessionaire’s location comprising the Assigned Premises, and the acceptance or refusal of any substitute space by the Concessionaire, if the total square footage of any of the Assigned Premises is reduced by more than twenty-five (25) percent due to this recapture provision, the Board shall make an adjustment to the Minimum Rent, effective on the date of such recapture. The adjustment to the Minimum Rent shall be based on the proportion of the total recaptured area to the total square footage of the Assigned Premises.

3.3 In the event that substitute space is offered and accepted, the Concessionaire shall make all necessary improvements to such space within 120 days of the date such space becomes available to Concessionaire. All construction and installation shall be in accordance with the provisions of Article XI. Concessionaire shall amortize/depreciate the costs of all Fixed Improvements installed in such substitute space over the remaining portion of the Term of the Agreement, it being understood that Concessionaire shall not be entitled to any buy-out of improvements to such substitute space at the end of the Term.

Cincinnati/Northern Kentucky International Airport 6

ARTICLE IV

LEASE TERM

4.1 The Agreement Effective Date is __________, 202_.

4.2 The Agreement term begins on the Commencement Date and is for a period of [seven to ten] years. The Commencement Date is the 1st day of the 1st month next following the earliest of (i) the date the Concessionaire commences its business after Concessionaire completes its required improvements contained in Article XI for the Assigned Premises, (ii) the date which is 120 days after the date that the Board delivers possession of the Assigned Premises to Concessionaire for the construction of the Assigned Premises, and (iii) [final date for Commencement]. Each successive Year of the Term shall be for a period of twelve (12) calendar months.

4.3 All rentals, fees, charges and payments due hereunder shall begin on the Effective Date.

Notwithstanding the foregoing, upon the Effective Date until the Commencement Date of the Term of the Agreement, Concessionaire shall pay Rent based only on the percentage of Gross Revenue generated from any of the Assigned Premises. The Board shall provide Concessionaire with written confirmation of the Commencement Date.

4.4 Failure of Tenant to Open: In the event that Concessionaire fails to open for business the individual location which comprises the Assigned Premises fully fixtured, stocked and staffed, in accordance with the Board’s rules, regulations and criteria, by the date which is 120 days after the date that the Board delivers possession of the Assigned Premises to Concessionaire, then the Board shall have, in addition to any and all remedies herein provided, the right, at its sole option, to collect liquidated damages in the amount of $250 per day until the location has been opened for business, fully fixtured, stocked and staffed in accordance with the Board’s rules regulations and criteria. The dates and periods described above herein shall be extended for any period of delay caused by the events stated in Paragraph 21.15 herein.

4.5 At the expiration of the Term, of this Agreement, for all of the Assigned Premises, the Net Book Value of Concessionaire’s Fixed Improvements shall be $0.00.

ARTICLE V

SURRENDER OF PREMISES

5.1 Condition on Surrender: At the expiration or earlier termination of this Agreement, Concessionaire shall quit and surrender up the Assigned Premises to the Board, peaceably, quietly and broom clean and in the same condition as when tendered by the Board, or hereinafter improved by Concessionaire, reasonable wear and tear and insured casualty excepted. All Trade Fixtures and Personal Property installed in the Assigned Premises by Concessionaire shall be removed by Concessionaire, provided that Concessionaire is not in default hereunder, and further provided that the same can be removed without material damage to the Assigned Premises or the Airport. Any damage to the Airport or the Fixed Improvements caused by the removal of such Personal Property and/or Trade Fixtures shall be repaired promptly by Concessionaire at Concessionaire's sole cost and expense.

At the sole option of the Board, all Fixed Improvements shall, without compensation to the Concessionaire, become the property of the Board, free and clear of all claims to or against them by Concessionaire or any third person, upon surrender of the Assigned Premises by the Concessionaire

Cincinnati/Northern Kentucky International Airport 7 for whatever reason. Should the Board elect not to take ownership of any Fixed Improvements, prior to the date of surrender Concessionaire shall be solely responsible for the expense of the removal of said Fixed Improvements and restoring the Assigned Premises to the same condition as when originally tendered by the Board. In the event that Concessionaire shall fail to remove its Personal Property and/or Trade Fixtures on or before the termination (whether by expiration of the Lease Term, cancellation, forfeiture, or otherwise, whichever first occurs) of this Agreement, at the sole option of the Board, (i) said Personal Property and Trade Fixtures may be stored at a public warehouse or elsewhere at Concessionaire’s sole cost and expense; or (ii) title to such Trade Fixtures and Personal Property shall vest in the Board, free and clear of all claims to or against them by Concessionaire or any third person, at no cost to the Board. In either event the Board is not responsible for any losses related to the disposition of such Personal Property or Trade Fixtures and the Board may sell or otherwise dispose of such items at Concessionaire’s expense.

5.2 Holding Over: In the event Concessionaire shall hold over and remain in possession of the Assigned Premises after the expiration of the Term of this Agreement, such 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 at the same rentals, fees, charges, and other terms, conditions and covenants contained in this Agreement, which may be terminated at any time by the Board or the Concessionaire by providing not less than thirty, (30) days prior written notice of such termination. Such notice and termination may occur on any date and need not correspond to the first day of any month.

ARTICLE VI

USES AND PRIVILEGES

6.1 The Concessionaire has the non-exclusive right, privilege, and obligation to continuously and uninterruptedly occupy, operate and manage the Assigned Premises in accordance with the provisions of this Agreement for the following purposes and as more specifically outlined in Exhibit C, attached hereto and incorporated herein by reference, only.

Space LOD _______: As specifically outlined in Exhibit C, the operation of a __________

Food and Beverage Concession

Concessionaire shall also have the specific right, privilege and obligation to sell such permitted merchandise from its Assigned Premises as are defined and described in Exhibit C, attached hereto and incorporated herein by reference, and for no other purpose whatsoever.

6.2 Concessionaire’s business in the Assigned Premises shall be conducted under the trade names and logos of:

Assigned Premises Trade Names

LOD #________ [Proposed Concession]

Concessionaire shall not use or permit the Assigned Premises to be used under any other trade name without the Board’s written consent, such consent not to be unreasonably withheld.

Concessionaire acknowledges and hereby agrees that the identity, skill, experience and reputation of the Concessionaire, the specific character of the Concessionaire’s business, the anticipated use of the Assigned Premises, potential for payment of Percentage Rent and the relationship between such use

Cincinnati/Northern Kentucky International Airport 8 and other uses within the Facilities were all relied upon by the Board and served as significant and material inducements contributing to the Board’s decision to enter into this Agreement with the Concessionaire. Any change in the character of Concessionaire’s business, trade name or use, without the Board's written consent shall constitute a material default under this Agreement.

6.3 In the event the Chief Executive Officer, in his/her sole opinion, determines that any conduct of the Concessionaire or any item or service displayed, offered for sale or sold by the Concessionaire is objectionable, Concessionaire shall, upon written notice from the Chief Executive Officer, immediately cease such activity or remove such item or service from display and from its inventory and Concessionaire agrees that it shall not thereafter display, offer for sale, or sell such item or service.

6.4 The sale of items or services other than those identified in Exhibit C or discontinuance of the sale of items or provision of services identified in Exhibit C by Concessionaire shall not be permitted without prior written approval of the Chief Executive Officer, who may withhold approval for any reason whatsoever or for no reason. Concessionaire shall be required to provide the Chief Executive Officer, at a minimum, in written form, the following information for consideration of any modification of Exhibit C:

a. Clear description of the items to be added/deleted;

b. Current prices at the approved PCL’s of the affected item(s); or, the Unified Price for such item(s) if Unified Pricing is being utilized by Concessionaire. Provided that if Concessionaire is not utilizing Unified Pricing and an item is not a convenience item for which an exact or similar item can be identified at an approved PCL, then the Chief Executive Officer shall approve or disapprove the proposed retail price of the item, after first supplying the Chief Executive Officer with reasonable information regarding the item, including its manufacturer, the cost to produce the good and the quality and uniqueness of the item.

c. Rationale for the addition/deletion with supporting justification, such as sales volume, trends, etc.

The Chief Executive Officer’s consideration of Concessionaire’s written request to alter Exhibit C, either addition or deletion shall be based upon, among other items, the determination that such addition/deletion reflects and enhances the overall theme of the concession.

6.5 The Concessionaire shall have no right under this Agreement to provide, display, dispense, offer or sell any merchandise on the Assigned Premises or other items of any kind, type or nature except such permitted merchandise set forth on Exhibit C, or as approved in writing by the Chief Executive Officer. Concessionaire shall not install or suffer to be installed any amusement, dispensing or vending machine on the Assigned Premises.

6.6 Concessionaire shall not, within its Assigned Premises, offer for sale or install, maintain or operate, or suffer to be installed, "Display Facilities" for the provision of commercial advertising of any item, product, service or thing which is not available as an item, service, product for sale or product for demonstration within the Assigned Premises. The term "Display Facilities" as used in the preceding sentence shall mean and refer to display cases, exhibits, dioramas, backlit showcases, courtesy direct-line phone boards, or brochure dispensers. Notwithstanding anything contrary in this

Cincinnati/Northern Kentucky International Airport 9

Agreement, this paragraph is not intended to limit or disallow Concessionaire from utilizing a Display Facility for the purpose of advertising Concessionaire’s products or business. The Board requires that any Display Facilities for the purpose of advertising Concessionaire’s product or business receives the written approval of the Board prior to installation. Such approval shall be in the sole and absolute discretion of the Board.

6.7 It is expressly provided that the rights and privileges granted hereunder are nonexclusive, and nothing herein shall preclude the Board from entering into an agreement with any other party or parties during the term of this Agreement for the sale in any part of the Facilities of the same or similar merchandise or service which Concessionaire is permitted to sell or offer hereunder, whether such agreements are awarded competitively or through negotiations and regardless of whether the terms of such agreements are more or less favorable than the terms of this Agreement.

6.8 The Concessionaire has the non-exclusive right of ingress and egress from its Assigned Premises, subject to any rules or regulations which may have been established or may be established in the future by the Chief Executive Officer or the Board and further subject to any restrictions, conditions or limitations imposed by any local, state or federal authority having jurisdiction as the Airport. Such rights of ingress and egress shall apply to the Concessionaire's employees, guests, patrons, invitees, suppliers and other authorized individuals. The rights of ingress and egress likewise apply to the transport of equipment, material, machinery and other property. In connection with any such ingress or egress, the Concessionaire shall not, and shall not permit others, to obstruct or otherwise interfere with any airline's or other tenant's operations or use of the Facilities or the Airport.

6.9 Should a conflict arise between the Concessionaire and other tenants or concession operators at the Airport regarding the scope of concession privileges, the decision of the Chief Executive Officer shall be final.

6.10 While the Board may provide parking facilities to the Concessionaire's employees in common with employees of other concessionaire’s and users of the Airport, it retains the right to impose a reasonable charge for the privilege of utilizing these parking facilities. Nothing herein contained shall be deemed to require the Board to provide parking facilities to Concessionaire's employees.

6.11 If applicable, Concessionaire shall provide the Chief Executive Officer a copy of any health inspection report within 24 hours after Concessionaire receives such report. If a health inspection does not result in a report, Concessionaire shall submit a written summary of the nature and findings of such inspection as they were communicated to the Concessionaire. Concessionaire shall also provide the Chief Executive Officer with any required corrective actions and timeframes for each corrective action to be continuously implemented.

ARTICLE VII

OPERATIONAL STANDARDS

7.1 Adherence to Standards: Concessionaire, its employees, agents, and servants shall at all times observe, obey and adhere to all the standards, rules, regulations and procedures which may from time to time be promulgated by the Board. Further Concessionaire, its employees, agents and servants shall comply with all laws and regulations of the United States of America, the

Cincinnati/Northern Kentucky International Airport 10

Commonwealth of Kentucky and of governmental authorities having jurisdiction over Concessionaire’s operation hereunder. The Chief Executive Officer, in his/her sole opinion, shall have the right to determine the Concessionaire's compliance with all operational standards, rules, regulations or procedures.

7.2 Operating Performance Standards: Concessionaire shall be required to observe, obey and abide by all such applicable operating performance standards, rules, regulations or procedures contained in the Board’s Operating Performance Standards, as may be amended from time to time by the Chief Executive Officer. A copy of such Operating Performance Standards is posted at the following link Documents - Concessions & Parking Resources - CSInfo. Failure of Concessionaire to observe, obey and abide by the Operating Performance Standards shall result in the application by the Board of Liquidated Damages in the amount as set forth in the Board’s Operating Performance Standards.

7.3 Concessionaire Standards: Concessionaire shall be required to submit to the Board a copy of any customer service, operations, etc. standards and shall ensure continuous adherence to Concessionaire’s own standards in addition to the Board standards as set forth herein.

7.4 Testing and Inspection by the Airport: Concessionaire hereby acknowledges and agrees that the Board may monitor, test and/or inspect Concessionaire’s services at any time through the use of its own direct review and/or the use of third parties and/or by other reasonable means that do not unduly interfere with Concessionaire’s business.

7.5 Hours of Operation: The Assigned Premises shall be continuously and uninterruptedly open for business and provide all services and sales activities as required by the Agreement at such hours as may be established by the Chief Executive Officer, from time to time in his/her sole and absolute discretion (“Airport Hours”). Concessionaire hereby understands and agrees that the Airport Hours may be seven (7) days per week, including local, state and federal holidays and up to twenty-four (24) hours per day. The Concessionaire shall not be deemed to have breached or be in default in respect of such operating requirement as a result of temporary closing of the Concessionaire's business within the Assigned Premises in connection with maintenance or repairs, renovation or remodeling or other temporary closing in the normal course of the Concessionaire's business provided that Concessionaire has received from the Chief Executive Officer, prior to such temporary closing, in writing, permission for such temporary closing. Concessionaire shall be required to prominently post in an area visible to employees the most current copy of the Airport Hours.

7.6 Operations During Periods of Flight Delays: In the event of delayed flights within the Terminal and/or Concourse in which the Assigned Premises is located, Concessionaire shall be required to remain continuously open and provide all services and sales activities as required by the Agreement, even if such period is beyond the current Airport Hours, until said flights depart the gate or other instructions are provided by the Board.

7.7 Liquidated Damages for Failure to Maintain Airport Hours: Concessionaire acknowledges that failure to open and conduct business during the Airport Hours will (i) cause the Board to lose Percentage Rent; (ii) be detrimental to the retail image of the Facilities due to Concessionaire’s Assigned Premises being closed; and (iii) result in decreased impulse shopping traffic to other areas of the Facilities thereby potentially decreasing the sales volume of other Concessionaire’s in the Airport. The exact monetary value of said losses and/or injuries caused by Concessionaire’s https://nam12.safelinks.protection.outlook.com/?url=https%3A%2F%2Fcsinfo.cvgairport.com%2FHome%2FIndex%2Fa6f90e4e-08ba-4de6-a290-0210ced9bbd1&data=05%7C02%7Clpurcell%40cvgairport.com%7Cfd7483f776b84e61e03608de11a621ab%7Ce88b51b645364ffaa129350653cdad28%7C0%7C0%7C638967602394306420%7CUnknown%7CTWFpbGZsb3d8eyJFbXB0eU1hcGkiOnRydWUsIlYiOiIwLjAuMDAwMCIsIlAiOiJXaW4zMiIsIkFOIjoiTWFpbCIsIldUIjoyfQ%3D%3D%7C0%7C%7C%7C&sdata=pmP78FgM2tF66kbxhD0kdLhbMC5P0n7aa5PjiI%2BHwSg%3D&reserved=0

Cincinnati/Northern Kentucky International Airport 11 failure to be open and conduct business during the Airport Hours is extremely difficult and impractical to fix; therefore the parties agree that the below described sums represent fair and reasonable estimates of the monetary value of such losses and/or damages. Nothing herein shall diminish the Board’s right to terminate this Agreement or exercise any other remedy available to the Board for failure of Concessionaire to carry on its business during the Airport Hours.

Liquidated Damage Schedule for Failure to Maintain Airport Hours(per location) Violation Fine

Not open 0-4 hours as required $500.00 Not open 4-8 hours as required $1,000.00

Not open 8 or more hours as required (per day) $2,000.00

7.8 Concessionaire’s Conduct of Business:

a. Concessionaire shall operate its business in the Assigned Premises so as to maximize the Gross Revenues produced by such operation and shall maintain an adequate staff of employees and maintain in the Assigned Premises at all times a stock of merchandise as is reasonably designed to produce the maximum return to the Board, for the use of the Assigned Premises by a like Concessionaire, and will tend to assure the Board a return of the greatest possible amount of Percentage Rent.

b. Concessionaire shall have its display windows, signs, interior sales area, and permitted advertising displays adequately illuminated continuously during the Airport Hours and, if such hours are less than 24 hours, such additional hours as the Chief Executive Officer may establish from time to time in the Chief Executive Officer’s sole and absolute discretion.

c. Concessionaire acknowledges that other concessionaires at the Airport may provide similar and competing business services. As it is imperative that passengers, employees and visitors at the Airport are fairly and unbiasedly informed of the range of choices available regardless of the fact that the desired service/product/information may be better provided by a competitor, Concessionaire agrees that it, its employees, directors and officers, shall inform the public of services available elsewhere and direct the public to those other services if sought by the public. Concessionaire must equally highlight the benefits not only of its services, but also all others who provide the same or similar services. Concessionaire must work in cooperation with other business service providers to create a team approach to providing these services to the public at the Airport.

7.9. Interior Store Signage: Concessionaire shall be permitted and required to install and operate signs on the Assigned Premises to market the products and/or services offered for sale in the Assigned Premises. All signs shall be accurate, showcase a cross section of product and be visible.

All store signage, whether interior or exterior shall require the prior written approval of the Chief Executive Officer prior to installation. Such signage shall assist and complement the overall effective and creative merchandising and marketing of the permitted merchandise. All signage shall be professionally designed, no hand lettered or hand modified signs shall be permitted without the prior

Cincinnati/Northern Kentucky International Airport 12 written approval of the Chief Executive Officer.

a. All displays, posters, computer or TV projections, and sounds in the Assigned Premises shall reflect good taste, be professionally developed and presented in such a manner as not to be offensive to the general public and be of such high caliber so as to reflect the dignity of the Airport and the services provided to the public by the Board. All reasonable complaints from the public to the Board or from the Board will be forwarded to the Concessionaire in writing.

Concessionaire shall remedy such offensive items within two (2) calendar days of receipt of said complaints.

b. Any marketing program that the Chief Executive Officer determines unacceptable, in his/her sole and absolute discretion, shall be removed from the Facilities within two (2) days of receipt of written notice to do so.

c. Concessionaire shall not advertise an individual airline's transportation services or other goods or services offered in connection therewith on or in the Assigned Premises without the prior written approval of the Chief Executive Officer.

The foregoing shall not be deemed to prohibit the sale or distribution within the Assigned Premises of any permitted merchandise which includes or features advertising or promotion of an airline provided that the names or marks of any such other airline (as distinguished from the goods themselves) which might visibly appear on the packaging or exterior of any of the foregoing goods shall not be prominently displayed anywhere within the Assigned Premises.

7.10 Product Labeling:

a. Concessionaire shall individually label each product, or list each product with its appropriate price on menu/product/service boards, with the appropriate price in an area clearly visible to the passenger.

b. Menu(s): If applicable, Concessionaire shall have menus of available products/services. Any such menu shall include the use of descriptive terminology that accurately describes the product(s). Any terminology or statement that the Chief Executive Officer, in his/her sole and absolute discretion, determines is false or misleading shall be immediately removed.

Menus shall be of excellent quality and sufficient in number to meet peak period demands. If reasonably required by the Chief Executive Officer to enhance customer service for international passengers, Concessionaire shall create, execute and maintain on hand an adequate number of menus printed in languages other than English. Concessionaire is responsible for a maximum of two additional non-English versions of any menu.

7.11 Entrances: Concessionaire shall ensure that the passenger entrances to the Assigned Premises are kept clear of any boxes, cartons, displays or other similar items which would impede entrance/exit from the Assigned Premises. Piling of boxes, cartons, or other similar items in an unsightly or unsafe manner within the Assigned Premises is forbidden.

7.12 Merchandising: Concessionaire shall be specifically required and obligated to have

Cincinnati/Northern Kentucky International Airport 13 continuously in-stock, on display and available for sale a full and complete stock of such permitted merchandise from its Assigned Premises as is defined and described in Exhibit C. Concessionaire shall ensure that all such merchandise is at all times attractively and logically arranged and that all merchandise displays are fully stocked with product.

7.13 Entertainment Systems/ Wireless Data: No radio or television or other similar device shall be installed without first obtaining in each instance the Chief Executive Officer’s written consent, which consent may be withheld for any reason whatsoever or for no reason. No antenna or aerial shall be erected on the roof, interior walls or exterior walls of the Assigned Premises, the Facilities or on the Airport without in each instance first obtaining the prior written consent of the Chief Executive Officer.

Any radio, television, or other similar device, antenna or aerial so installed without such prior written consent shall be subject to removal and/or forfeiture without notice at any time. No loudspeakers, televisions, phonographs, radios, or other devices shall be used in a manner so as to be heard or seen outside the Assigned Premises without the prior written consent of the Chief Executive Officer, whose consent may be withheld for any reason whatsoever or for no reason. Concessionaire shall not be permitted, nor permit others to use, establish, purchase, sell, or maintain any type of wireless data transmission service or antennae in, on or from the Assigned Premises without obtaining the prior written consent of the Chief Executive Officer, whose consent may be withheld for any reason whatsoever, or for no reason. The cost removal of any of the foregoing shall be borne by the Concessionaire.

7.14 Airport Employee Discount: Concessionaire shall be required to provide a ten percent (10%) discount for all employees of the Board and any Airport tenant’s employees which present proper Airport issued ID. Such discount shall be for any permitted merchandise, goods or services within the Assigned Premises.

7.15 Delivery: All loading and unloading of goods, the delivery or shipping of merchandise, supplies, and fixtures to and from the Assigned Premises shall be done only at such time, in the areas, and through the routes designated for such purposes by the Board, as determined in the sole and absolute discretion of the Chief Executive Officer. Concessionaire must make significant efforts to avoid using the public areas for large quantity deliveries during peak periods. Concessionaire shall ensure that any items being transported within the Airport are handled with care in a manner that ensures that items are safely packaged within appropriate containers. Concessionaire must use delivery carts or devices which are in strict conformance with the Board’s specifications and rules and regulations.

7.16 Plumbing Facilities: The plumbing facilities shall not be used for any purpose other than that which they are constructed, and no foreign substance of any kind shall be thrown therein, and the expense of any breakage, stoppage, or damage resulting from a violation of this provision, wherever such occurs, shall be borne by Concessionaire who may, or whose employees, agents, invitees may, have caused it.

7.17 Method of Payment: The Concessionaire shall accept and honor US currency, major companies’ travelers’ type checks, airline vouchers and at least the following three major credit cards:

American Express, Visa and Master Card for any purchase.

7.18 Point of Sale Devices: Concessionaire shall install and use, or cause to be installed and used at the Assigned Premises, cash registers, sales slips, invoicing machines and other automatic accounting equipment or devices required to properly and accurately record the Gross Revenues on all

Cincinnati/Northern Kentucky International Airport 14 sales, by type and location, services, and other business transactions made by Concessionaire under this Agreement all of which are in conformance of the Board’s specifications. All transactions recorded on these devices shall be visibly displayed so that the amount recorded can be viewed by customers from a reasonable distance.

All persons handling sales shall promptly recover said sales (cash or credit) in cash registers and other electronic or mechanical devices and shall not delay or “gang” register or record such sales.

7.19 Foreign Currency: Concessionaire is not required to accept foreign currency. If Concessionaire independently elects to accept foreign currency, such may only be accepted for payment of goods at the prevailing exchange rate. No foreign currency exchange shall be permitted.

7.20 Level of Service: Concessionaire shall conduct its concession operation in a first class manner in accordance with the highest standards for similar operations at: (i) other Food and Beverage locations in airports of comparable size and standards throughout the World; and (ii) other Food and Beverage locations located off-airport of comparable size and standards. Concessionaire shall conduct its operation to provide prompt and timely service, as defined in the Board’s Operating Performance Standards. Concessionaire shall maintain its Assigned Premises and conduct its operations at all times in a safe, clean, orderly and inviting condition, to the satisfaction of the Chief Executive Officer.

The Concessionaire shall not create any nuisance, annoy, or be offensive or disturbing to others.

7.21 Management: All concession operations shall be supervised at all times by an active, qualified, competent manager or a qualified assistant manager in the manager's absence. The manager or qualified assistant manager shall be available at the Assigned Premises during the Airport Hours, or any additional hours the Concessionaire is open for business. Said manager shall have full authority to make day-to-day business decisions on behalf of Concessionaire, with respect to the Assigned Premises, and shall be responsible for ordering and receiving merchandise, maintaining merchandise and supplies, and supervising sales personnel and other personnel employed in the business of the Concessionaire, represent the Concessionaire in dealings with Board staff and the Board, and coordinate all concession activities with the Board. Concessionaire will cause such manager to be assigned a duty station or office on the Airport (which may be located within the Assigned Premises).

7.22 Staffing Levels: Concessionaire shall recruit, train, supervise, direct and deploy the number of representatives, agents and employees, collectively referred to as “personnel” necessary to promptly provide services to all customers and to meet all of the requirements of this Agreement.

Concessionaire hereby agrees that it shall provide the minimum personnel levels as indicated on Exhibit D, attached hereto and incorporated herein by reference. Concessionaire shall be continuously responsible for actively managing personnel levels to ensure that changes in passenger activity, due to schedule changes, load factor changes or flight delays are adequately accommodated through increased levels of personnel. During each day’s peak sales periods, staffing must be adequate to operate every point of sale device and provide the necessary support to maintain speed of service standards as defined in the Board’s Operating Performance Standards. Any actual or perceived degradation in (a) the customer service requirements set forth in this Agreement or other duties, rights or responsibilities set forth in this Agreement provided by Concessionaire in the course of conducting Concessionaire’s permitted uses; or (b) the training and competence of Concessionaire’s personnel shall be conveyed to the Concessionaire and Concessionaire hereby agrees that it shall promptly institute training programs and/or add additional adequately trained and capable staff to the satisfaction of the Board.

7.23 Personnel: In addition to the requirements set forth in the Board’s Operating

Cincinnati/Northern Kentucky International Airport 15

Performance Standards, Concessionaire shall ensure that all personnel utilized in its Assigned Premises shall conform to the following:

a.…