REVENUE CONTRACT SOLICITATION

RCS 26-0040

TERMINAL 3 NORTH 2 CONCOURSE FOOD &

BEVERAGE (F&B) CONCESSIONS

City of Phoenix

Aviation

2485 E. Buckeye Road

Phoenix, AZ

85034

RELEASE DATE: June 5, 2026

DEADLINE FOR QUESTIONS: June 30, 2026

RESPONSE DEADLINE: September 2, 2026, 11:00 am

City of Phoenix

REVENUE CONTRACT SOLICITATION

RCS 26-0040

Terminal 3 North 2 Concourse Food & Beverage (F&B)

Concessions

1. Summary ............................................................................. Error! Bookmark not defined.

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6. Determination of Responsiveness and Responsibility and Evaluation . Error! Bookmark not defined.

7. General Terms and Conditions of the RCS .......................... Error! Bookmark not defined.

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9. Defense and Indemnification ................................................ Error! Bookmark not defined.

10. Insurance Requirements .................................................. Error! Bookmark not defined.

Attachments:

A - A-Draft Lease - Package 1

B - B-Draft Lease - Package 2

C - C-Draft Lease - Package 3

D - D-Premises - Package 1

E - Premises - Package 2

F - F-Premises - Package 3

G - G-Respondent Package Preference (F&B)

H - H - ACDBE-N Concession RCS Clause - Pre-Award (Rev. 7.23.26)

I - I - EO1-200 - Statement of Outreach Commitment

J - J - EO2-200 - Small Business Outreach and Participants List

K - K - EO3-200 - Small Business Utilization Commitment

L - L - ACDBE-N Concession Lease Clause - Post-Award

M - M - Letter of Declaration (Equal Pay)

N - N - Affidavit

Revenue Contract Solicitation #RCS 26-0040 Title: Terminal 3 North 2 Concourse Food & Beverage (F&B) Concessions

O - O - Letter of Credit Form

P - P - Cash Deposit for Performance Guarantee

Q - Q - Beverage Vending Alcove Locations

R - R - Tenant Design Criteria

S - S - Tenant Design Criteria - Lease Outline Drawings

T - T - Tenant Design Criteria - Exhibits

U - U - Portable Interim Concession Unit Locations

V - V - Concessions Operating and Service Standards

W - W - Proposed Capital Investment

X - X - Storage Space

Y - Y - Conflict of Interest and Solicitation Transparency Disclosure

Z - Z - Respondent References

AA - AA-Phoenix City Code Sections 18-413, 414, and 415 Compliance - Heat Safety

Compliance

BB - BB-Insurance Requirements

CC - CC-Food & Beverage Concept Descriptions

DD - DD-Qualifications and Experience of Respondent's On-Site Manager

EE - E-Respondent's Qualifications and Experience

FF - FF-Contact Information for Locations Provided in Attachment EE

GG - GG - Respondent's Experience Managing and Operating a Variety of Concepts

HH - HH - Experience of Respondent and Respondent's Subtenant and, or JV Partner with

Proposed Concept

II - II - Pro Forma Financial Statements

JJ - JJ - Assumptions

KK - KK - Supplement Terms and Conditions to All Airport Contracts Revised 042926

LL - LL - Compliance with Environmental Laws Revised July 9, 2025

1. Introduction

1.1. Contact Information

Ivy Huang

Aviation

Email: ivy.huang@phoenix.gov

Phone: (602) 228-2351

1.2. Schedule of Events

The City reserves the right to change dates, times, and locations, as necessary. The City does not always hold a Pre-Offer Conference or Site Visit. All times in the Schedule of Events are

Local Phoenix, AZ Time.

To request a reasonable accommodation or alternative format for any public meeting, please contact the Procurement Officer (Ivy Huang) at (602) 228-2351/Voice or 711/TTY, or ivy.huang@phoenix.gov, no later than two (2) weeks prior to the meeting.

Solicitation Issue Date: June 5, 2026

Pre-Offer Conference (Non-Mandatory): June 18, 2026, 3:00pm

**Please RSVP/Register for the meeting at:

https://cityofphoenix.webex.com/weblink/reg ister/r545ac9be99c0f3cc0d0d3caa1f6068ab

For any issues registering or signing into the

Pre-Offer Conference, please contact busopps.aviation@phoenix.gov or 602-273-

3390.

In Person:

Aviation Headquarters: 2485 E. Buckeye

Rd. Phoenix, AZ 85034

Written Inquiries Due Date: June 30, 2026, 11:00am https://cityofphoenix.webex.com/weblink/register/r545ac9be99c0f3cc0d0d3caa1f6068ab https://cityofphoenix.webex.com/weblink/register/r545ac9be99c0f3cc0d0d3caa1f6068ab mailto:busopps.aviation@phoenix.gov

Offer Due Date: September 2, 2026, 11:00am

Join Online:

https://cityofphoenix.webex.com/cityofphoen ix/j.php?MTID=mb12bf24b5cf098cb6b0beb

31ffcd746f

Join by phone

+1-415-655-0001 US Toll

Access code: 2336 372 5421

Evaluation (Tentative): November and December 2026

Council Award (Tentative): April 2027

** Please Note: Attendees of the Pre-Offer Conference may attend in person at the Aviation

Headquarters or virtually via WebEx. Registration or RSVP to participate in the Pre-Offer

Conference is required to obtain the Pre-Offer Conference information. A Respondent who wishes to join the Pre-Offer Conference for this solicitation is required to register using the weblink or access code provided prior to the meeting. Upon completion of registration, the Pre-

Offer Conference information will be forwarded to the registered email address.

1.3. Introduction

The City of Phoenix (City) Aviation Department (Aviation) is seeking responses from qualified

Respondents to operate and manage Food & Beverage (F&B) concession spaces in the

Terminal 3 North 2 Concourse (T3N2) at Phoenix Sky Harbor International Airport (Airport or

PHX) .

The available F&B concession spaces are:

• Package 1: Two (2) Quick-Serve Restaurant Concepts, a Café Bar, and Beverage

Vending Machines – Total: 6,091 square feet o N2-FB1 - Two (2) Quick-Serve Restaurant Concepts: 2,377 square feet o N2-FB2 - Café Bar: 3,645 square feet o Beverage Vending Machines (Alcove) - total 69 square feet which consist of (A: 34 square feet + B: 35 square feet)

• Package 2: Coffee Focus plus Café (Small Business Opportunity Only) o Small Business Opportunity as defined in Section 1.5 o N2-FB3 - 1,198 square feet

• Package 3: Full-Service Restaurant with Bar https://cityofphoenix.webex.com/cityofphoenix/j.php?MTID=mb12bf24b5cf098cb6b0beb31ffcd746f https://cityofphoenix.webex.com/cityofphoenix/j.php?MTID=mb12bf24b5cf098cb6b0beb31ffcd746f https://cityofphoenix.webex.com/cityofphoenix/j.php?MTID=mb12bf24b5cf098cb6b0beb31ffcd746f o N2-FB4 - 2,267 square fee

The Successful Respondents will enter into a Concession Lease Agreement (Lease) with the

City. Copies of the draft Leases are attached as Attachment A (Package 1), Attachment B

(Package 2), and Attachment C (Package 3). The Premises, identified in Attachment D

(Package 1), Attachment E (Package 2), and Attachment F (Package 3) will be developed, operated, and managed by the Successful Respondents.

There are three (3) F&B concession contracting opportunities in this Revenue Contract

Solicitation (RCS). Respondents may submit responses for one or more F&B Packages;

however, Respondents will only be awarded one (1) Package. The City may consider awarding multiple Packages to the same Respondent if that Respondent is the only one who submitted a

Response for multiple Packages; the other Responses received are deemed non-responsive and/or non-responsible; or if the City deems it to be in the City’s best interest.

Only Respondents submitting Responses for Package 1 (Two Quick-Serve Restaurant

Concepts, a Café Bar, and Beverage Vending Machines) and Package 3 (Full-Service

Restaurant with Bar) may indicate which Package they would prefer to be awarded. See

Attachment G. The City will take this preference into consideration if a Respondent receives the highest evaluated score for both Packages; however, the City will award the highest scoring

Respondent the Package the City deems to best meet the City’s needs. The second highest scoring Respondent for the other Package will be awarded that Package.

The City encourages competition in all of its solicitations. The City’s desired outcomes from this solicitation process are to:

• Provide passengers with a modern urban food & beverage experience that incorporates themes showcasing local culinary heritage and features through a mix of national, regional, and local brands and concepts, meeting evolving Airport consumer preferences, and reflecting current trends over the term of the Lease.

• Optimize sales and rental revenues over the term of the Lease.

• Design, build-out, and execute a food & beverage unit by the Successful Respondent that creates a distinctive sense of place and an open, welcoming space.

• Incorporate technology or innovative service concepts to enhance service offerings and the passenger experiences.

• Foster competition while increasing the opportunity for local and small business participation.

• Elevate the quality and uniqueness of food & beverage offerings that authentically reflect the local community’s culinary heritage.

• Demonstrate support for Airport initiatives, such as Sustainability programs, concession marketing programs, and customer experience programs.

• Select Respondents, including their subtenant and/or joint venture partner(s) (if any), who have experience in the successful operation of airport food & beverage concessions concepts.

• Select Respondents based on the entire Response, not solely based on the highest projected gross sales and/or rental revenues.

• Select Respondents based on a number of factors including Respondents’ ability to provide the highest quality customer service, goods, and convenience to the traveling public, in addition to the expectation of rental revenues.

Selection will be based on the entire Response and the Evaluation Criteria and will not be solely based upon the highest financial return to the City. All Respondents must demonstrate not only airport food & beverage concessions experience and financial capability, but also creativity in proposing T3N2 F&B Concessions concepts that will enhance the customer experience.

To support a quality and productive workplace for the airport concession workforce, it is important to the City that the concessionaires offer access to affordable, quality health insurance, competitive wages, and safe working conditions.

1.4. Background

Phoenix Sky Harbor International Airport is among the busiest airports in the United States, serving more than 142,000 passengers daily, with over 1,300 flights per day by 25 airlines with nonstop air service to over 140 destinations.

As passenger volumes continue to rise, the Airport must expand its facilities and concession offerings to meet growing demand. A new six-gate concourse is currently under construction at

Terminal 3 (T3 N2 Concourse) and is expected to be operational in 2027. Additional food & beverage concessions will be needed to serve these passengers.

Recent performance data supports the need for additional food & beverage options in Terminal

3. Since 2022, PHX has experienced a steady increase in both passenger enplanements and concession gross sales as PHX recovered from the pandemic. According to available data, Terminal 3 passenger enplanements grew by approximately 22% from 2022 to 2025, reaching a total of 6,257,980 in 2025. This increase in passenger traffic boosted airport food & beverage concession sales, with gross sales increasing by 48% during the same period. In 2025, total concessions for Terminal 3 reported gross sales generated over $88 million, demonstrating a strong post-pandemic recovery and increased passenger spending.

As the Airport continues to focus on enhancing the passenger experience, these statistics underscore the positive correlation between rising enplanements and increased revenue from airport concessions. The Airport anticipates a 2.5% passenger growth as new facilities, including a new concourse in Terminal 3, and additional dining options, are expected to be operational in the coming years.

T3 gross Sales and T3 enplaned passengers by airline and calendar year are shown in the tables below.

TERMINAL 3 GROSS SALES

Category CY 2022 CY 2023 CY 2024 CY 2025

Food & Beverage $37,593,121.53 $51,177,765.90 $55,472,571.13 $55,795,821.50

TERMINAL 3 ENPLANED PASSENGERS BY AIRLINE

AIRLINE CY 2022 CY 2023 CY 2024 CY 2025

Advanced Airlines 2,012 4,467 5,703 6,752

Air Canada 132,264 164,524 177,465 144,379

Alaska Airlines 725,970 768,017 777,471 871,874

Allegiant Airlines 45,255 58,392 62,657 56,502

Boutique Air 3,260 - - -

Breeze Airways 1,531 54,245 44,160 46,974

Contour Airlines 9,447 9,299 12,334 -

Delta Air Lines 1,628,335 1,836,447 1,870,472 1,819,323

Denver Air Connection 5,019 8,412 8,276 7,423

Frontier Airlines 706,130 1,288,731 1,444,256 1,201,729

Hawaiian Airlines 91,847 98,144 103,951 98,966

JetBlue Airways 158,155 132,304 133,487 155,268

Porter Airlines - - 10,324 35,737

Southern Airways Express - 4,491 3,110 1,088

MN Airlines dba Sun Country 131,865 136,958 145,825 138,388

Spirit Airlines 204,764 303,079 188,195 69,365

United Airlines 1,301,836 1,463,438 1,597,278 1,604,212

TOTAL 5,147,690 6,330,948 6,584,964 6,257,980

T3 currently has fourteen (14) active food & beverage concessions listed in the chart below.

CURRENT TERMINAL 3 FOOD & BEVERAGE CATEGORIES BY LOCATION

Number of Stores Food & Beverage Category Concourse Locations

5 Coffee Cafés Pre-Security Lobby

Baggage Claim

North Concourse

South Concourse

5 Quick-Serve Restaurants North Concourse

South Concourse

4 Full-Service Restaurants with Bar North Concourse

South Concourse

More PHX statistics are available at https://www.skyharbor.com/About/Information/AirportStatistics.

The City makes no representation or warranties, expressed or implied, as to the accuracy or relevancy of the statistical data. The Respondent assumes all risk associated with using the data, including its accuracy, relevance, and/or materiality to the formulation of its Response.

1.5. Small Business Opportunity

The City of Phoenix defines small business firms as:

1) Independent and for-profit business concerns,

2) Owned and controlled by one or more persons,

3) Personal Net Worth (PNW) of each owner(s) cannot exceed $2.047M,

4) Annual Gross Sales (averaged over the business’ previous 5 years) cannot exceed $56.42M.

1.6. Definitions

The following definitions apply to this RCS. There are additional definitions in the attachments, exhibits and appendices. If there is a conflict between these definitions and the definitions in the attachments, exhibits and appendices then the definitions in the attachments, exhibits, and appendices govern those documents.

AGGRIEVED PARTY means a person or a business that intends a Response that alleges a mistake, impropriety or defect in the solicitation will harm the person or business.

AIRPORT means Phoenix Sky Harbor International Airport, Phoenix Deer Valley Airport and/or

Phoenix Goodyear Airport, in accordance with the context of the contract.

CONTRACT includes any and all City of Aviation Department contracts, subcontracts, agreements, leases, subleases, licenses, permits, concessions or other documents, however denominated that grant or convey a right or privilege on an Airport.

DAYS means calendar days, except as otherwise expressly provided in this RCS.

DISCUSSIONS means an exchange between the Procurement Officer and one or more

Respondents submitting Responses determined to be Reasonably Susceptible Responses.

GOOD CAUSE means substantial grounds or evidence based upon facts not in dispute as determined by the Procurement Officer that the failure by an aggrieved party or a Respondent to submit a timely Response, protest or appeal was beyond its control due to misinformation relayed in writing by a city employee.

JOINT VENTURE (JV) means an association between two or more persons, partnerships, corporations, or any combination thereof, formed to carry on a single business activity. The JV https://www.skyharbor.com/About/Information/AirportStatistics is limited in scope and duration to this Contract. The resources assets, and labor of the participants must be combined in an effort to accrue profit.

LEASE is a written agreement with the City to conduct business on City property.

LICENSE means a document granting permission to do a specific act or acts.

LICENSEE means a person or entity that has been granted limited rights or permissions by a licensor in the form of a license.

REASONABLY SUSCEPTIBLE RESPONSE means a Response that, based on the evaluation criteria, has a substantial chance of resulting in a Lease award.

RESPONDENT/OFFEROR means an individual, partnership, JV, corporation or firm that submits a Response to the City to perform services requested by a RCS.

RESPONSE/OFFER means a written response to this Revenue Contract Solicitation.

RESPONSIBLE means to be fully capable of meeting all of the requirements of the solicitation, including possessing the capacity, operational and financial capability, and integrity to perform as contractually required.

RESPONSIVE means an offer or Response that on its face satisfies all material requirements of the solicitation.

REVENUE CONTRACT SOLICITATION (RCS) A solicitation for revenue contracts, including all amendments or supplements thereto.

SUBCONTRACTOR means an individual, partnership, JV, corporation or firm that holds a contract at any tier below the Lease, including a vendor under a purchase order.

SUBTENANT a person or entity that leases property from Respondent.

SUCCESSFUL RESPONDENT means an individual, corporation, firm or JV that has been selected by the City to perform services requested by a RCS.

VENDOR means a seller of goods or services .

1.7. Minimum Qualifications

Each Respondent must submit documentation in its Response to demonstrate it meets the required minimum qualifications and include all information requested in this section or the

Response will be rejected as non-responsive. The City of Aviation Department reserves the sole right to determine if Respondents meet the minimum qualifications.

A. Respondent must have a minimum of three (3) or more continuous years in the last five

(5) years of ownership or executive management of a food & beverage business operation in an airport with active involvement in the day-to-day management of the food

& beverage business operation (qualifying business). Executive management is defined as the president, vice president, officer (including chief operating officer, chief executive officer, and chief financial officer), majority owner or stockholder, joint venture partner, managing partner, controlling partner, controlling owner or any individuals with authority to make decisions on behalf of an organization that will impact the overall direction of the organization. If Respondent is a newly formed entity, Respondent must demonstrate that owners, which may include JV partners, of Respondent who, in the aggregate, own 51% or more of the entity each satisfies this experience requirement.

B. Respondent’s qualifying business for Package 1 and Package 3, must have achieved minimum gross sales of $2.5 million dollars for one (1) of the last five (5) years.

C. Respondent must include a Sustainability Program for the proposed concessions that is consistent with the goals of the Aviation Department’s Sustainability and Resiliency

Management Plan (SRMP) and describes how the Respondent will assist Aviation in meeting its sustainability goals, see Section 4.2 Delivery of Responses. Aviation’s goals are highlighted in the Aviation Department’s Sustainability Focus (ASF) document available on Aviation’s website at https://www.skyharbor.com/about/Sustainability.

D. All Respondents and their partners submitting for Package 2 must meet the Small

Business requirement as defined in Section 1.5.

Respondents who do not meet the minimum qualifications are encouraged to joint venture partner or sublease with more established firm(s).

1.8. Good Standing

Any Respondent and Partners, as defined in the Response Limitation to this RCS section, that currently contracts with the City must be in good standing for its Response to be considered responsive. For purposes of this RCS, good standing refers to compliance with all contractual provisions, including payment of financial obligations.

1.9. Outreach Requirements

A. Phoenix Sky Harbor International Airport has a national market for small business participation. The City has implemented outreach requirements for this RCS and Lease.

To facilitate this, the City requires outreach to small businesses. Specifically, each

Respondent must.

1. Identify small-business-participation opportunities, including Commercially Useful

Functions (CUF);

2. Actively solicit proposals from small businesses;

3. Evaluate small-business proposals; and

4. Communicate selection decisions to small businesses, including each rejection of a small-business proposal.

B. Successful Respondents must fulfill all required small business outreach requirements and submit all required outreach effort documentation at the time of submittal and on an annual basis.

https://www.skyharbor.com/about/Sustainability

C. To be considered for a Lease, each Respondent must conduct and document Small

Business Outreach Efforts in compliance with the Airport Concession Disadvantaged

Business Enterprise-Neutral (ACDBE-N) Concession Revenue Contract Solicitation

(RCS) Clause Pre-Award (Attachment H) and the USDOT 49 C.F.R. Part 23. Although there are no ACDBE or small business participation goals set for this lease, the City strongly encourages each Respondent to utilize small businesses in its response. The Small Business Outreach forms, EO1-200 - Statement of Outreach

Commitment, EO2-200 - Small Business Outreach Efforts and Participants List, and EO3-200 - Small Business Utilization Commitment, marked in Attachment I, Attachment J and Attachment K, are due at the time of submittal. The Successful

Respondent must fulfill all required small business outreach requirements and submit all required outreach effort documentation on an annual basis in compliance with the Airport

Concession Disadvantaged Business Enterprise-Neutral (ACDBE-N) Concession Lease

Clause Post-Award (Attachment L).

1.10. Equal Pay Requirements

In 2015, Phoenix City Council amended Phoenix City Code Section IV, Article V, 18-21 Equal

Opportunity Requirements, known as the Equal Pay Act, to define expectations of all lessees with the City of Phoenix. Attachment M details the Act, as well as Federal and State provisions.

As part of the Response for this RCS, Respondents are required to provide information on how they support, communicate, ensure and comply with these requirements, in as much detail as possible

1.11. Lease Term and Contractual Relationship

The information in this RCS is not intended to completely define the proposed contractual relationship to be entered into by the City and the Successful Respondent. The Lease terms may be amended at the sole discretion of the City at any time during the RCS process and/or prior to execution of the Lease.

The Lease will be effective upon the date of execution by the City (Effective Date). The Initial

Term of the Lease will begin on the Effective Date and continue for twelve (12) months. The

Primary Term of the Lease will start on twelve (12) months from the Effective Date. The Primary

Term of the Lease will be for fifteen (15) years, with no options to extend.

Respondents are advised to read the draft Leases included as Attachment A, Attachment B, and Attachment C, to which the Successful Respondent and its Partners, as defined in the

Response Limitation to this RCS section, shall be bound. See Attachment N – Affidavit, Paragraph 12 of Assurances.

This RCS is for a non-exclusive Lease(s) with the City. The City will not enter into an exclusive

Lease with a Successful Respondent. At any time, the City has the right to award Leases to other operators for food & beverage in operation at the Airport and/or future food & beverage that may be located within the existing locations or in later additions to locations throughout the

Airport.

1.12. Execution of the Lease

The City will send the final Lease to the recommended Respondents after Phoenix City Council approves the Award Recommendation. Within 30 days from the date the Lease was sent, the recommended Respondent must sign and submit the final Lease to the City. The City may request City Council approval to award the Lease to the next highest qualified Respondent in the event the City does not receive the signed Lease and all other required documentation from the recommended Respondent within 30 days. The Lease terms may be amended at the sole discretion of the City at any time during the RCS process and/or prior to execution.

If the recommended Respondent is subject to regulation by the Arizona Corporation

Commission (ACC), it must be authorized to transact business in Arizona and be in good standing with the ACC at the time it signs the Lease.

1.13. Guarantee Instruments

A. Response Guarantee: Each response must be accompanied by a Response Guarantee in the form of a cashier’s check payable, without condition or restrictive endorsement, to the “City of Phoenix”. The Response Guarantee amounts are as follows:

o For Package 1 - Two (2) Quick-Serve Restaurant Concepts, a Café Bar, and

Beverage Vending Machines, a ten-thousand-dollar ($10,000.00 USD) Response

Guarantee check.

o For Package 2 - Coffee Focus plus Café, a five-thousand-dollar ($5,000.00 USD)

Response Guarantee check.

o For Package 3 - Full-Service Restaurant with Bar, a ten-thousand-dollar ($10,000.00

USD) Response Guarantee check.

If a Respondent submits a response for multiple packages, a Response Guarantee must be submitted for each package. Each Respondent’s Response Guarantee must be submitted in a separate sealed envelope clearly marked “Response Guarantee”.

1. Response Guarantees submitted by unsuccessful Respondents, including

Respondents whose submittals were deemed non-responsive, will be returned, without interest, immediately after formal award of the Lease has been made by the

Phoenix City Council or after all responses have been rejected by the City.

2. The Response Guarantee of the Successful Respondent will be returned, without interest, immediately after Successful Respondent has furnished the City with the

Performance Guarantee instruments and insurance policies required by the Lease.

Should the Successful Respondent fail to execute the Lease or furnish the

Performance Guarantee instruments or insurance within 30 days from the date the

Lease was sent, then the Successful Respondent’s Response Guarantee will be forfeited as liquidated damages.

B. Performance Guarantee: Prior to execution of the Lease, the Successful Respondents will be required to post and maintain with the City a Performance Guarantee in the form of a Letter of Credit (LOC) or a Cash Deposit. The Performance Guarantee amounts are as follows:

o Package 1 - Two (2) Quick-Serve Restaurant Concepts, a Café Bar, and Beverage

Vending Machines will be calculated based on the square footage of concession location(s) Premises multiplied by the then Airport Terminal Rental Rate authorized by Phoenix City Code, subject to annual adjustments.

o Package 2 - Coffee Focus plus Café (Small Business Opportunity Only) will be calculated based on the square footage of concession location(s) Premises multiplied by the then Airport Terminal Rental Rate authorized by Phoenix City Code, subject to annual adjustments.

o Package 3 - Full-Service Restaurant with Bar will be calculated based on the square footage of concession location(s) Premises multiplied by the then Airport Terminal

Rental Rate authorized by Phoenix City Code, subject to annual adjustments.

The LOC shall be in the form provided in Attachment O. The Cash Deposit shall be submitted in the form provided in Attachment P.

1. Adjustments to Performance Guarantee: City may increase the amount of the

Performance Guarantee from time to time so that it is equal to or greater than an amount equal to six (6) months of rent based on the average monthly rent paid during the immediately preceding 12-month period. City may increase the amount of the Performance Guarantee by giving the Successful Respondent at least thirty (30) days prior notice of the amount of the increase. The amount of the Performance

Guarantee may be increased for any reason the City deems appropriate, including

(1) an increase of the Successful Respondent’s financial obligations under the

Lease, (2) Successful Respondents failure to pay any rent, Additional Payment, or any other amount when due, or (3) Successful Respondent’s financial condition changes to the extent that City is concerned about Successful Respondent’s ability to perform under the Lease. Successful Respondent shall pay to City the additional amount necessary to increase the Performance Guarantee upon notice from City.

2. Letter of Credit or Cash: If the Performance Guarantee is in the form of an irrevocable standby Letter of Credit (LOC), then the Successful Respondent shall use the City’s LOC form, attached hereto and marked Attachment O. The LOC shall be issued by either: (1) a financial institution with counters in the Phoenix metropolitan area at which the City may make draws on the LOC; or (2) a financial institution with headquarters in the United States on which City a) may make telefacsimile draws, or other electronic submission, of draws and b) shall receive electronic notifications in the event there are problems with a draw request. Unless

City receives a written extension of the LOC in a form acceptable to City at least sixty

(60) days before the end of the term of the LOC, City, without notice to Successful

Respondent, may draw upon the full amount of the LOC and retain all proceeds as a cash performance guarantee. Any changes to the LOC required provisions must be approved in advance by the Aviation Director. If the Performance Guarantee is in the form of cash, Successful Respondent shall deliver to City a completed Cash Deposit for Performance Guarantee Form attached hereto and marked Attachment P.

3. Duty to Restore: The Performance Guarantee ensures the full and timely performance by Successful Respondent of all its obligations under the Lease and is security for payment by Successful Respondent of all claims by City. City may draw on or make a claim against the Performance Guarantee if Successful Respondent breaches or fails to perform under the Lease. If City draws on or makes a claim against the Performance Guarantee, then Successful Respondent, upon demand from City, shall replenish the Performance Guarantee to its previous amount within thirty (30) days of City’s draw or claim.

4. Return: After the expiration or earlier termination of the Lease, City will return the

Performance Guarantee to the Successful Respondent less any Fees, Additional

Payment, or any other amount due to City.

C. Employee Fidelity Bond: Upon execution of the Lease, the Successful Respondent will be required to post and maintain with the City a bond covering employees required to handle money in the amount of ten-thousand-dollars ($10,000.00 USD).

1.14. Pre-Offer Conference

Respondents are strongly encouraged to attend the Pre-Offer Conference. Respondents may attend in person at the Aviation Headquarters or virtually via WebEx. See Section 1.2 –

Schedule of Events for the date, time, and address or meeting link.

To request a reasonable accommodation, please contact the Procurement Officer, Ivy Huang, no later than fourteen (14) calendar days prior to the date and time listed in the Schedule of

Events.

A web-based virtual reality integration video of the T3N2 Concourse is available at:

https://vr.yulio.com/HCZnMFhoR. The designs, layouts, and information in the video is for general informational purposes only. The City makes no representation or warranty of any kind, express or implied, regarding the accuracy, adequacy, validity, reliability or completeness of any information in the video. The Respondent assumes all risk associated with using the information, including its accuracy, relevance, and/or materiality to the formulation of its

Response.

1.15. Questions and Answers (Q&A) Process

Respondents are strongly encouraged to read this RCS in its entirety, including all attachments, exhibits and appendices. Failure to read and/or understand any portion of this RCS shall not be cause for waiver of any portion of the RCS or subsequent Lease.

https://vr.yulio.com/HCZnMFhoRi

If Respondents discover any mistakes, improprieties or defects, they should submit a report of any mistakes, improprieties or defects in writing to the Procurement Officer no later than the question deadline listed in the Schedule of Events.

Respondents and their Partners, as defined in the Response Limitation to this RCS section are encouraged to submit questions as a team rather than individually to avoid submitting repetitive questions, which will allow Aviation to answer all questions more efficiently.

All questions about this RCS, including the draft Lease, should be submitted in the City’s

Procurement Portal and must be received by the due date indicated in the Schedule of Events.

All written questions will be responded to in writing and available at the City's Procurement

Portal.

1.16. Addendum to the RCS

Aviation may amend this RCS before or after the solicitation deadline listed in the Schedule of

Events. Changes to this RCS will be in writing as an addendum and posted at the City's

Procurement Portal. Respondents are responsible for checking the website and reviewing all updates and postings.

Respondents may not rely on any statement by any City employee, consultant or official regarding this RCS unless the statement made is published as an addendum or confirmed in writing as part of the Q&A process.

1.17. Respondent Exceptions

The City will award the Lease on a fair and competitive basis and will not accept any changes to the material provisions or requirements of this RCS or Lease. Respondents that take exception to, add to, or subtract from any material provision or requirement of this RCS or Lease may be considered as attempting to change the provisions or requirements of this RCS to gain an unfair advantage over other Respondents. Responses including such exceptions or changes, or that are conditional, are subject to rejection as non-responsive Responses. Non-material exceptions or changes will only be considered if approved by the City during the Q&A process.

NO NEW EXCEPTIONS OR CHANGES TO THE RCS OR THE LEASE WILL BE

CONSIDERED AFTER THE Q&A PROCESS.

1.18. Airport Security

Individuals assigned to work at PHX as a result of this RCS must pass a fingerprint-based

Criminal History Records Check, pass a Federally-mandated Security Threat Assessment, and obtain an Aviation-issued security credential or badge.

Successful Respondents must comply with all airport security requirements. Visit:

https://www.skyharbor.com/airport-business/security-badging/ for current information and https://www.skyharbor.com/airport-business/phx-information/rules-regulations/ for current

Airport Rules and Regulations.

https://www.skyharbor.com/airport-business/security-badging/ https://www.skyharbor.com/airport-business/phx-information/rules-regulations/

1.19. Exclusive Beverage Rights

The City reserves the right to enter into an exclusive beverage pouring rights agreement. The

City retains sole authority to solicit and execute product advertising and sponsorship agreements for non-alcoholic beverages, including but not limited to carbonated beverages, sports drinks, juices, and bottled water, within Airport facilities.

If the City elects to issue a solicitation for exclusive beverage pouring rights, the City will provide the Successful Respondent with a minimum of twelve (12) months’ advance written notice prior to issuing such solicitation. Upon this notice, the City agrees to engage with the Successful

Respondent to obtain input regarding operational considerations and implementation of exclusive beverage arrangements. The Successful Respondent agrees to cooperate with and assist the City, as necessary, in implementing such exclusive agreements.

1.20. Consolidated Receiving and Distribution Center (CRDC)

The City reserves the right to develop, construct, and operate a Consolidated Receiving and

Distribution Center (CRDC) during the term of this Lease. A CRDC is a centralized facility on the airport for receiving, screening, sorting, storing, and securely distributing food & beverage goods and supplies to various airport concession units at the Airport. The City agrees to provide the

Successful Respondent with a minimum of two (2) years’ advance written notice of intent to develop a CRDC prior to commencing facility construction. Additionally, the City will provide the

Successful Respondent with a minimum of one (1) year advance written notice of its intent to solicit CRDC logistics management services prior to issuing such solicitation. During the CRDC planning and development process, the City agrees to engage with the Successful Respondent to gather input regarding facility operational requirements; however, the City retains final decision-making authority for all aspects of CRDC development. Should the City implement

CRDC operations, the Successful Respondent, along with the Successful Respondent’s joint venture partners, subcontractors, and authorized vendors, will be required to utilize this facility and all costs associated with CRDC operations will be allocated to the Successful Respondent in accordance with terms established by the City.

1.21. Commercial Delivery on the Airfield

Due to various height restrictions (13’) based on delivery locations, the City reserves the right to regulate and approve all commercial delivery vehicles to be used on the airfield. This includes the Successful Respondent and/or joint venture partner(s) and all of their authorized vendors.

Only badged drivers with the required airport insurance limits have to be escorted by concessionaire personnel when accessing the airfield or sterile areas. All products/equipment must be readily accessible for visual inspection by security team members at the gate for entry to the airfield.

1.22. Response Limitation to this RCS

Respondents may submit only one (1) Response per Package for this RCS. Multiple Responses are prohibited. The following shall be deemed Multiple Responses.

• The City receives more than one (1) Response for a Package from a Respondent.

• The City receives one (1) Response from a Respondent and one (1) or more Responses for a Package from any entity or person affiliated with the Respondent.

If Multiple Responses for any single package are received from a Respondent, all Responses from that Respondent shall be deemed non-responsive and rejected.

Respondent and an entity or person affiliated with the Respondent (Partner) include:

• A parent and its subsidiary.

• A holding company and its constituent company.

• Constituent companies of a single common holding company.

• Subsidiaries of a common parent.

• A limited liability company and a member or manager of the limited liability company.

• Limited liability companies with common members or managers.

• A partnership and one of its partners, or multiple partners in a single partnership.

• A person or entity proposing as a joint venture partner, joint venture, or subtenant on separate Responses.

• A person or entity proposing as a prime or sole Respondent also proposing as a joint venture partner or subtenant on a separate Response.

• A person or entity proposing as a subtenant on separate Responses.

• Two or more Respondents where the president, vice president, officer (including chief operating officer, chief executive officer, and chief financial officer), agent, majority owner or stockholder, management employee, managing or controlling partner, or controlling owner of one Respondent is also the president, vice president, officer

(including chief operating officer, chief executive officer, and chief financial officer), agent, majority owner or stockholder, management employee, managing partner, or controlling owner of any other Respondent.

It is the intent of the City that this prohibition applies regardless of whether the affiliated person or entity submits a response independently or as a partner or subtenant of a joint venture or other partnership.

The prohibition on Multiple Responses does not preclude a person or entity from participating on more than one Response as a licensee or vendor only, or submitting a Response as a

Respondent and participating as a licensee or vendor on a different Respondent’s team.

CONTINGENT RESPONSES WILL BE REJECTED.

2. Scope of Work

2.1. Food & Beverage Concept Requirements:

The Successful Respondents shall have a non-exclusive right to install appropriate improvements in accordance with the Lease (Attachment A, Attachment B, and Attachment

C). The Successful Respondents will be required to plan, design, build-out, maintain, manage, staff, and operate the food & beverage concessions, at its sole cost, in accordance with the

Lease. Design, furnishings, fixtures, equipment, and finish materials for all tenant improvements must be approved by the City through the Tenant Improvement Process prior to construction and installation.

The Successful Respondents will be required to participate in any relevant airport-wide programs and initiatives, systems, or applications, including, but not limited to, customer loyalty programs, airport marketing programs, customer experience programs, or mobile ordering systems for food & beverage purchases. Cooperation with such programs is required.

2.2. Food & Beverage Categories and Definitions:

This section of the RCS contains a list of the food & beverage categories identified for this T3N2 solicitation. Each category contains a description of the type of concept and menu items desired by the City. In addition, the Store ID and square footage for each concession space location are listed below in the food & beverage category descriptions:

Respondents may not propose changes to the category descriptions or total square footage listed for each concession space. Respondents are required to propose a concept for the food & beverage categories in this solicitation .

Food & Beverage Spaces:

There are three (3) food & beverage concession contracting opportunities in this RCS. The available F&B concession spaces are

• Package 1: Two (2) Quick-Serve Restaurant Concepts, a Café Bar, and Beverage

Vending Machines – Total: 6,091 square feet o N2-FB1 - Two (2) Quick-Serve Restaurant Concepts: 2,377 square feet o N2-FB2 - Café Bar: 3,645 square feet o Beverage Vending Machines (Alcove) - total 69 square feet which consist of (A: 34 square feet + B: 35 square feet)

• Package 2: Coffee Focus plus Café (Small Business Opportunity Only) o Small Business Opportunity as defined in Section 1.5 o N2-FB3 - 1,198 square feet

• Package 3: Full-Service Restaurant with Bar o N2-FB4 - 2,2267 square feet

PACKAGE STORE ID CONCEPT CATEGORY SQUARE

FEET

PACKAGE

TOTAL SPACE

1 N2-FB1 Two (2) nationally or locally/regionally branded

Quick-Serve Restaurants

2,377 6,091

N2-FB2 Café Bar 3,645

- Beverage Vending Machine Alcove (A + B) 69

2 N2-FB3 Coffee Focus plus Café 1,198 1,198

3 N2-FB4 Full-Service Restaurant with Bar 2,267 2,267

Food & Beverage Categories and Definitions:

For purposes of this RCS, the following definitions apply:

• “Quick-Serve Restaurant” – A restaurant that prioritizes speed, efficiency, and convenience in food service. The unit may sell ready-to-consume food & beverage items that require little waiting and can be served quickly. The unit may offer counter service, self-service, or delivery service to customers, where customers order and pay at a cashier or a kiosk and either pick up their food or have it delivered to their location. All alcohol sales will be charged at the alcohol sales rate. Includes any food concept unit that does not fall under the coffee or full-service categories.

• “Café Bar” – A concept that focuses on offering a full variety complement of alcoholic beverages in a themed environment. The unit is a distinct bar café area that is expected to offer full or limited food service and serve appetizers, small plates, and menu offerings for all dayparts – breakfast, lunch and dinner. Take-out counters should be incorporated into the facility design, so passengers are able to purchase hot or cold foods and beverages.

• “Coffee Focus plus Café” – This category includes any unit that primarily sells coffee or tea, or coffee-based beverages, such as espresso, latte, cappuccino, or tea-based beverages and carries a recognizable brand name (local, regional or national) as being a primarily coffee and or tea company. The unit may sell other beverages such as sodas, water and juices, and must offer food items, such as baked goods of pastries, doughnuts, cookies, bagels, muffins, pre-packaged prepared food such as sandwiches, wraps, or salads, and snack items such as parfaits, yogurt, fruit, hummus and veggies.

• “Full-Service Restaurant with Bar” – Includes any restaurant concept that offers table service to customers, where customers order from a menu and are served by wait staff.

The unit should also have a distinct bar area where customers can order a full variety of alcoholic drinks and non-alcoholic drinks and order the full menu offerings .

• “Beverage Vending Machine” - A commercial refrigerator vending machine that cools bottled or canned non-alcoholic beverages and dispenses the refrigerated bottled or canned non-alcoholic beverages upon payment.

2.3. Food & Beverage General Standards and Concepts:

The following general standards and concepts will be applied to the T3N2 F&B Concessions.

A. The City desires each concession space be used for maximizing customer service and revenues, and include concepts, which are nationally or locally/regionally recognized concepts. The concept should offer only premium quality products, served quickly and efficiently in high-quality, sustainable packaging that is portable for air travel.

B. If appropriate to the concept, the space should have state-of-the-art projection and/or flat screen televisions featuring sports, special events and news programs all day long.

Successful Respondents shall submit for Airport’s approval any and all television programming packages to be used, or music to be played, within the Premises, prior to the implementation of such programming or music. Successful Respondent must also ensure that the captioning function is enabled on all televisions for any programming, live or prerecorded, shown within the Premises.

C. The design and layout configuration of each concept space should accommodate all customer groups, with an open and friendly environment that supports those who wish to connect with others while dining; those traveling alone who should feel comfortable dining solo; and families who need space to relax and enjoy a meal together.

D. Designs shall be accessible to persons with disabilities and comply with the ADA

Accessibility Guidelines (ADAAG). Successful Respondents shall keep their facilities and services compliant with the ADA to ensure that all passengers may enjoy the facilities and services offered.

E. All areas of each concept space should be used for revenue-producing purposes, except for seating areas designated for customer comfort.

2.4. Menu Expectations:

A. The City expects concepts to be recognizable local/regional concepts that highlight local culinary experience or recognizable national brand. The City will not accept house brands or generic concepts.

B. For each national name brand or local/regional concept proposed, the quality of the menu offerings should be the same or of a higher standard than the offerings at the concept’s street location(s), including the number and variety of items. The final menu, and any changes thereafter, will be subject to approval by the Aviation Director

C. Every concept must provide breakfast, lunch and dinner menu items, as well as a separate children’s menu. Breakfast services must be available until at least 10:30 a.m.

The children’s menu must be easily accessible to traveling families. Menu offerings for all dayparts must offer a variety of food items at various price points, and should include healthy dietary options, such as gluten-free, vegetarian, and vegan choices. The “to go” menu pricing must not exceed the in-dining menu pricing.

D. For packaged “to go” menu items, Successful Respondents are encouraged to use environmentally friendly packaging for easy disposal and flight-friendly for carry-on convenience.

E. Alcohol sales and consumption are limited to the Premises. The Successful Respondent must obtain appropriate liquor licenses to allow for sale and consumption of alcohol at the designated Premises. Factory-sealed alcoholic beverages can be sold on the “to go” menu, but cannot be consumed on airport premises, as long as such sales are permitted by law and the applicable liquor license. The sale and shipment of all liquor must comply with the appropriate liquor laws and ordinances of the City of Phoenix and State of

Arizona, and the liquor laws of the state to which the shipments are made to.

F. Food concept-related merchandise may be allowed to be sold by the Successful

Respondents if the merchandise is directly related to the concept. No more than 5% of the Front-of-House (FOH) food & beverage space may be used for the sale of the concept related merchandise.

G. Successful Respondents must keep up with food & beverage trends and change menus offerings to reflect airport customer needs and preferences. All changes to menu items and prices require prior written approval of the Aviation Director.

2.5. Package 1: Terminal 3 North 2 Concourse (N2-FB1) Two (2) Quick- Serve Restaurant Concepts, (N2-FB2) a Café Bar and Beverage Vending Machines:

A. N2-FB1 and N2-FB2, occupying 6,022 square…