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REQUEST FOR PROPOSALS NO. _BT1102_

INVITATION TO SUBMIT PROPOSALS TO

DEVELOP, OPERATE, AND MANAGE RETAIL CONCESSIONSAT DALLAS LOVE FIELD AIRPORT

The City of Dallas, Texas (City) invites the submission of proposals to develop, operate, and manageretail concessions in the new terminal at Dallas Love Field Airport (Airport) expected to be opened inphases beginning April 2013. This Request for Proposal (RFP) contains ten (10) packages as furtherdescribed herein. Interested parties may respond to one or more of the concession packages.Respondents must submit a separate, complete proposal for each package on which they propose. TheCity has structured this RFP to provide concession opportunities to different respondents; however, theCity reserves the right to award multiple concession packages to a single respondent if the Citydetermines, in its sole discretion, that such award is in the best interests of the City. The City furtherreserves the right to award packages in a manner that is most advantageous to the City, in the Citys sole

judgment.

Proposals prepared in accordance with the instructions stated in this RFP will be received by the City, atthe address below, until the due date and time stated below (Proposal Due Date). To be considered foran award of the offered concessions, a respondent must deliver, in a sealed envelope or package, thefollowing: a) three (3) signed paper copies of its proposal prepared in accordance to the instructions setforth herein; b) twelve (12) CDs, DVDs, or USB flash drives each containing an electronic file copy ofits proposal using portable document format (PDF) in accordance to the instructions set forth herein;and c) any other information required by this RFP. Each envelope or container shall be clearly markedon the outside with the following label:

REQUEST FOR PROPOSALS NO. BT1102

PROPOSAL TO DEVELOP, OPERATE, AND MANAGE RETAIL CONCESSIONS ATDALLAS LOVE FIELD AIRPORTPACKAGE NO. ________

Respondents name and address shall be on the outside of the envelope or container. Deliver responsesto:

City of DallasBusiness Development & Procurement Services

1500 Marilla St., Room 3FN

Dallas Texas, 75201

PROPOSALS SUBMITTED IN RESPONSE TO THIS RFP WILL BE ACCEPTED UNTIL

2:00 PM CENTRAL TIME,MAY 4,2011

Late proposals will not be considered for selection and will be returned to the respondent unopened.The City is not responsible for late or misdirected delivery of proposals.

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The City will hold a pre-proposal meeting and networking session as follows:

Tuesday, March 8, 2011, at 1:30 pm Central TimeDallas Convention Center

Room T314Dallas Convention Center Theater Complex

650 South Griffith StreetDallas, Texas 75202

Attendance is not mandatory. However, the City strongly encourages interested parties to attend thepre-proposal meeting. Please note that this will be the only opportunity for interested parties to askquestions or seek clarification from airport staff or their representatives. Representatives of the City willbe available during the meeting to answer questions.

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TABLE OF CONTENTS

I. Airport Background .................................................................................................................. 6A. Love Field Modernization Program................................................................................. 6B. Historical Enplanements .................................................................................................. 6C. Existing Concessions Program ........................................................................................ 7D. Passenger Profile.............................................................................................................. 8E. Concession Program Goals.............................................................................................. 8F. Concession Program Theme ............................................................................................ 8

II. Proposal Schedule, Procedures, Submission, and Award....................................................... 10A. Schedule......................................................................................................................... 10B. Pre-Proposal Meeting..................................................................................................... 10C. RFP Questions and Comments ...................................................................................... 10D.

Submission of Multiple Proposals ................................................................................. 11

E. Compliance with General Terms and Conditions.......................................................... 11F. Minimum Qualifications for Responsiveness................................................................ 11G. ACDBE Program Requirements.................................................................................... 12H. Award and Execution of Concession Contract .............................................................. 13I. Proposal Evaluation Criteria.......................................................................................... 14J. Incumbents Right of First Refusal................................................................................ 15K. Citys Reservation of Rights.......................................................................................... 17L. Consent to Investigation ................................................................................................ 17M. Interviews....................................................................................................................... 18N. Expenses ........................................................................................................................ 18O. Anti-Lobbying Provisions.............................................................................................. 18P. Disclaimer...................................................................................................................... 18

III.Summary of Terms and Conditions of the Offered Concessions ........................................... 19 A. Non-Exclusive Concession ............................................................................................ 19B. Term of Contract............................................................................................................ 19C. Concession Fees: MAG and Percentage Fee ................................................................. 20D. Other Fees ...................................................................................................................... 20E. Capital Investment and Improvements to the Assigned Premises................................. 21 F. Performance and Operational Standards........................................................................ 21G. Operating Requirements ................................................................................................ 22H. Street Pricing.................................................................................................................. 22I. Security .......................................................................................................................... 23J. Insurance Requirements................................................................................................. 23K. Performance Bond Or Letter Of Credit ......................................................................... 23L. Termination by City....................................................................................................... 24

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M. Conflict of Interest of City Employees .......................................................................... 24N. Gift to Public Servant..................................................................................................... 25

IV.Description of Concession Opportunities............................................................................... 26A. Packages......................................................................................................................... 26B. Anticipated Delivery Schedule ...................................................................................... 26C. Acceptable Minimum Annual Guarantee Fee and Percentage Fee Rate....................... 26D. Existing Terminal Facilities........................................................................................... 26E. Merchandising Plan and Scope of Concession Services................................................ 29

V. Proposal Submission Requirements........................................................................................ 34A. Cover/Transmittal Letter................................................................................................ 34B. RFP Acknowledgements (Forms 1 and 2)..................................................................... 35C. Business Information Statement (Form 3)..................................................................... 35D. Business References (Form 4) ....................................................................................... 35E. Experience and Qualifications Statement (Form 5)....................................................... 35F. Financial Information (Form 6) ..................................................................................... 36G. Methods of Management and Operation........................................................................ 36H. Store Concept and Design.............................................................................................. 37I. Projected Sales, Net Income and Cash Flow (Form 7).................................................. 38J. Capital Investment and Financing Plan (Form 8).......................................................... 38 K. Proposed Rents (Form 9) ............................................................................................... 38L. Airport Concession Disadvantaged Business Enterprise Plan (Forms 10(1) 10(4))... 39M. Exceptions...................................................................................................................... 39N. Other Information .......................................................................................................... 40

ATTACHMENTS

Attachment A Form Retail Concession Contract

Attachment B City of Dallas General Terms and Conditions for Request for Proposal (RFP)

Attachment C Insurance Requirements

Attachment D Terminal Floor Plans

Attachment E Lease Outline Drawings

Attachment F Concession Design Guidelines

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Attachment G Required Proposal Forms:

Form 1 DebarmentForm 2 Proposal AffidavitForm 3 Business Information Statement

Form 4 Business and Financial ReferencesForm 5 Experience and Qualifications StatementForm 6 Financial InformationForm 7 Projected Sales, Net Income, and Cash FlowForm 8 Capital Investment and Financing PlanForm 9 Proposed RentForm10 ACDBE Participation

TABLES

Table 1 Historical Calendar Year Passenger Enplanements 2007-2010

Table 2 Retail Historical Calendar Year Sales Statistics 2007 - 2010

Table 3 Retail Packages

Table 4 Acceptable Minimum Annual Guarantee and Percentage Fee Rate Proposals

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I. AIRPORT BACKGROUNDA. LOVE FIELD MODERNIZATION PROGRAM

Dallas Love Field (Airport) is a medium hub airport, owned by the City of Dallas (City),that serves the Dallas metropolitan region and the Dallas-Fort Worth metroplex. In calendaryear 2010, approximately 3.96 million passengers were enplaned at the Airport.Approximately 65% of the enplaned passengers are originating passengers (passengers whobegin or end their trips in Dallas) and 35% are connecting or through passengers. The Airportis a principal station in the route system of Southwest Airlines Co. (Southwest), which isthe dominant airline at the Airport in terms of air traffic activity.

Prior to the opening of Dallas-Fort Worth International Airport (DFW) in 1974, the Airportwas the principal air carrier airport serving the Dallas metropolitan region. Southwest beganservice at the Airport in 1971 and, because it was not a party to the agreements surroundingthe development of DFW, chose to continue operating at the Airport after DFW opened. In

1979, federal legislation (commonly referred to as the Wright Amendment) was passed,which placed restrictions on nonstop commercial flights to and from the Airport.

On July 11, 2006, the City, the City of Fort Worth, The Dallas-Fort Worth InternationalAirport Board, Southwest, and American Airlines, Inc. entered into an agreement to seekelimination of restrictions on air service at the Airport contained in the Wright Amendment,and if such legislation was approved, the parties agreed to allow for the redevelopment andmodernization of the existing Airport terminal facilities (the Five Party Agreement).Subsequently, on October 13, 2006, Public Law 109-352, commonly known as the WrightAmendment Reform Act of 2006 was signed into law. The Wright Amendment Reform Actof 2006 provides that the last of the interstate flight restrictions imposed on the Airport since

1979 will be lifted on October 13, 2014.

After approval of the Wright Amendment Reform Act of 2006, the City and Southwest, inaccordance with the Five Party Agreement, agreed to redevelop and modernize the Airport,the Love Field Modernization Program (LFMP), which includes redevelopment of theexisting Airport terminal building and construction of a new twenty (20) gate concourse.Once complete, the new terminal will house 20 airline gates, where Southwest will occupy16 gates and other airlines will operate from the remaining four gates.

B. HISTORICAL ENPLANEMENTSTable 1 shows enplanements for calendar year 2007 through 2010. The Airport is the homebase for Southwest, and Southwest accounts for a large majority of enplanements at theAirport. In calendar year 2010, Southwest accounted for 96.9% of total enplanements.Continental, Delta, and American, using their regional affiliates, accounted for the remaining3.1%.

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Table 1

Historical Enplanements(calendar years)

2007 2008 2009 2010

Southwest Airlines 3,706,372 3,833,889 3,748,878 3,875,461

Others 274,495 194,797 141,252 122,810

Total 3,980,867 4,028,686 3,890,130 3,998,271

Projected enplanements for the first full year of the new terminal (2015) are 5,261,000. Thisprojection is provided for informational purposes only and is subject to change. Noassurance can be given as to the levels of aviation activity that will be achieved at the Airportin the future. Future traffic at the Airport is sensitive to a variety of factors including: (1) the

growth in population and economy of the area served by the Airport, (2) national andinternational economic conditions, (3) air carrier economics and air fares, (4) the availabilityand price of aviation fuel, (5) air carrier service and route networks, (6) the capacity of the airtraffic control system, and (7) the capacity of the Airport/airways system. Slow or negativetraffic growth in many areas; increased competition among air carriers; consolidation andmergers among air carriers; increased fuel, labor, equipment and other costs; and changes inthe availability and cost of capital have combined recently to reduce profits materially or tocause losses for some air carriers. Accordingly, the City does not guarantee the accuracy ofthis projection or that the current market share at the Airport will continue.

C. EXISTING CONCESSIONS PROGRAMThe existing program at the Airport is comprised of approximately nine retail facilities.Together the current facilities occupy approximately 7,000 square feet of revenue producingspace at the Airport. For 2010, total retail sales reached over $7.1 million. Table 2 providesa summary of historical sales statistics.

Despite the limited number of retail facilities, historical concession statistics indicate theconcessions program continues to grow steadily. However, the City reminds prospectiverespondents that the current program is not necessarily indicative of the potential of thefuture program in the new terminal. As noted above, the new retail concessions facilities willbe 120% larger in size than the current program in all new facilities with optimal exposure topassengers.

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Table 2

Historical Retail Sales(calendar years)

2007 2008 2009 2010

Retail $6,385,481 $6,886,572 $6,405,242 $7,092,596

Sales/ Enplanement $1.60 $1.71 $1.65 $1.77

Enplanements 3,980,867 4,028,686 3,890,130 3,998,271

D. PASSENGER PROFILEThe most recent passenger profile information is provided below.

Economic and Travel Characteristics:

o 67% of passengers have dwell times of more than one houro 56% of passengers spend less than 10 minutes to clear securityo 42% of passengers are traveling for business related reasonso 44% of passengers reside in the Dallas Metropolitan areao 48% of passengers have household incomes of $100,000 or moreo 47% of passengers use the Airport four or more times per year

E. CONCESSION PROGRAM GOALSThe goals of the concessions program are to: (1) provide first-class customer service and abroad variety of retail merchandise at fair prices to travelers and Airport users; (2) provideinnovative, high-quality facility designs that promote concepts, themes, and productsidentified with a Distinctively Dallas theme; (3) provide business opportunities fordisadvantaged and local business enterprises; and (4) optimize Airport revenues andeconomic value for concessionaires.

F. CONCESSION PROGRAM THEMEThe City has selected Distinctively Dallas as a theme to guide the development, design,and construction of the concessions program. As stated above, a primary goal of the Airportsconcession program is to provide a customer experience that celebrates Dallas, Texas. TheDistinctively Dallas theme celebrates the citys compelling characteristic of leadership inthe arts and its cultural diversity. Dallas is a richly diverse American city, representing manycultures and lifestyles. Its authentic arts, music, food, and landmarks, as well as worldrenowned arts and cultural institutions, all contribute to the citys cosmopolitan feel.Through the Distinctively Dallas theme, the Citys objective is to capture the discovery and

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celebration of Dallas at the Airport. Further information regarding the theme can be found inAttachment F - Concessions Design Guidelines.

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II.PROPOSAL SCHEDULE, PROCEDURES, SUBMISSION, AND AWARDA. SCHEDULE

Outlined below is a schedule of events associated with this RFP. This schedule is subject to

change without notice and without liability to the City.Activity: Projected Date:Issue RFP February 17, 2011Pre-Proposal Meeting March 8, 2011Deadline for Written Questions March 30, 2011Proposal Due Date May 4, 2011Estimated Turnover of First Phase Spaces for build-out October 2012Estimated New Terminal First Phase Opening (12 Gates) April 2013Estimated Completion of the LFMP (Total of 20 Gates) October 2014

B. PRE-PROPOSAL MEETINGThe City will hold a pre-proposal meeting Tuesday, March 8, 2011, at 1:30 p.m. Central Time in RoomT314 of the Dallas Convention Center, Dallas Convention Center Theater Complex, 650 South GriffithStreet, Dallas, Texas 75202, to discuss the RFP and to provide opportunities for networking amongprospective respondents. The City will address questions regarding the RFP at the pre-proposal meetingand will respond formally to both questions asked at the meeting and written questions delivered prior tothe pre-proposal meeting in accordance with the procedures of this RFP. Attendance at the pre-proposalmeeting is not mandatory.

C. RFPQUESTIONS AND COMMENTSWith the exception of questions asked during a public session at the pre-proposal meeting,any questions or comments regarding this RFP must be submitted in writing via email nolater than 4:30 p.m. Central Time, on March 30, 2011, to:

Mario AlvaradoCity of Dallas

Department of Business Development and Procurements ServicesEmail: [email protected]

Responses to all properly submitted questions (including questions asked at a public sessionduring the pre-proposal meeting), as well as any clarifications, interpretations, or changes tothis RFP by the City, will be provided in one or more addenda to be posted on the Cityswebsite: www.bids.dallascityhall.org. Respondents may rely only on an explanation,clarification, interpretation, approval or answer made by written addendum. The Cityadvises prospective respondents to frequently check the web site for any addenda that may beissued. The City will not respond to any oral requests and will not be responsible for anyoral instructions.

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D. SUBMISSION OF MULTIPLE PROPOSALSRespondents may submit proposals for any one or more of the offered packages.Respondents who wish to propose on multiple packages shall submit a separate, completeproposal for each package. The City shall have the discretion to award packages to one ormore respondents as it deems, in its sole discretion, to be in the best interest of the City andthe Airport.

E. COMPLIANCE WITH GENERAL TERMS AND CONDITIONSRespondents shall comply with the requirements of the City of Dallas General Terms andConditions for Request for Proposal (RFP), attached to this RFP as Attachment B City ofDallas General Terms and Conditions for Request for Proposal (RFP).

F. MINIMUM QUALIFICATIONS FOR RESPONSIVENESSThe City has established the following minimum qualifications that a respondent should meet

in order to be considered responsive. The City, in its sole discretion, will determine if arespondent is responsive and will base its decision on the information included in theproposal as well as its own investigations.

1. Experience. Respondent must provide evidence that it has the necessary experience andcapacity to fulfill the scope and conditions of the offered concessions. At a minimum,the respondent must have at least three (3) years of continuous experience, within the lastfive (5) years, in the ownership, development, management, and/or operation of a retailbusiness that is acceptable to the City and similar to that which is contemplated under thisRFP. If the respondent was formed within the last three (3) years, then a controllinginterest of respondents ownership or management must meet the minimum qualification.

Respondent must submit documentation to show that it meets the minimum experiencequalification.

2. Debarment. Respondent shall provide City with the certification contained in theCertification Regarding Debarment, Civil, and Criminal Offenses (Attachment G Form 1).

3. ACDBE Program Requirements. Respondent must comply with the requirements ofSection II.G below. Failure to identify certified ACDBE participation equal to or greaterthan the goal set forth herein, or to demonstrate good faith efforts to achieve the goal setforth herein, in a respondents proposal will be grounds for the City to determine that arespondents proposal is not responsive to this RFP and/or that the respondent is notresponsible. In either case, the respondent will not be eligible for contract award underthis RFP. Please note that mere submission of an application for ACDBE certification isnot considered a good faith effort, and proposals which rely on such an application to

meet the minimum qualification for responsiveness will be rejected as non-responsive.

4. Proposal Affidavit. Respondent shall make certain affirmations to City as contained inthe Proposal Affidavit (Attachment G Form 2).

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G. ACDBEPROGRAM REQUIREMENTSThe City, through its Department of Aviation, has established an Airport ConcessionDisadvantaged Business Enterprise (ACDBE) Program at Dallas Love Field in accordancewith the regulations of the U.S. Department of Transportation (DOT) 49 CFR Part 23. DallasLove Field is a medium hub primary airport and is required to have an ACDBE program as acondition of eligibility for federal funds. The City has signed airport grant assurances that itwill comply with 49 CFR Part 23.

It is the policy of the City to ensure that ACDBEs, as defined in Part 23, have an equalopportunity to receive and participate in concession opportunities and therefore the City isseeking ACDBE participation in its concessions program. ACDBE involvement is a requiredcomponent of the concessions program. Airport concessionaires are required to make goodfaith efforts to explore all available options to meet ACDBE participation goals.

Any concession contract awarded as a result of this RFP is subject to the requirements of theU.S. Department of Transportation regulation 49 CFR Part 23 and 49 CFR Part 26 as

applicable. The respondent shall agree that it will not discriminate against any businessowner because of the owners race, color, national origin, or sex in connection with theaward or performance of any concession agreement, management contract, purchase or leaseagreement, or other agreement covered by 49 CFR Part 23, further, that the precedingverbiage regarding non-discrimination will be included in any subsequent concessionagreement or contract covered by 49 CFR Part 23 that it enters and cause those businesses tosimilarly include the non-discrimination verbiage in further agreements.

In order for respondents to be eligible for award of a concession package, respondentsmust either meet the Citys ACDBE goal stated below or make a good faith effort to

meet the goal. Respondents who do not meet the goal and do not make a good faith

effort to meet the goal will be deemed non-responsive.

1. ACDBE Participation Goal (Non-Car Rental Concessions)For FY 2011, the City has established an annual ACDBE participation goal of 23.5% forall packages offered by this RFP. The Airport does not seek ACDBE participants solelyfor the purpose of meeting an established goal, rather, the ACDBE participant(s) mustperform a commercially useful function, i.e., be actively engaged in the operation of theconcession or provide supplies or services directly related to the operation of theconcession.

2. Meeting ACDBE Goals and Good Faith EffortsACDBE participation goals can be met by ACDBE direct ownership or by the formationof joint ventures or partnerships, and/or sub-contractor, supplier, or service providerarrangements, provided that in the case of joint ventures, partnerships, and subcontractorarrangements, credit for meeting the ACDBE goals will only be granted for the distinct,clearly-defined portion of the work performed by the ACDBE. Joint venture agreementsmust comply with the Federal Aviation Administrations Joint Venture Guidance datedJuly 17, 2008, to count toward the Citys ACDBE participation goals. The City shall also

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credit the respondents utilization of certified ACDBE suppliers and subcontractors, i.e.purchases of goods and services from an ACDBE or DBE.

Demonstration that a bidder/proposer took all necessary and reasonable steps to achievethe ACDBE goal, which by their scope, intensity and appropriateness to the objective ofmeeting the goal, could reasonably be expected to obtain sufficient ACDBE participation,if they were not fully successful, will determine whether or not a good faith effort wasmade.

3. The Certification Process - Texas Unified Certification ProgramFirms claiming ACDBE status must be certified through the Uniform CertificationProcess (UCP) for the State of Texas. The Texas Unified Certification Program(TUCP) is a one stop certification process for the Federal DBE Programs in Texas.ACDBE firms certified by any one of six regional certification agencies within the Stateof Texas (City of Houston, City of Austin, Corpus Christi Regional TransportationAuthority, North Central Texas Certification Agency, South Central Texas Certification

Agency, and the Texas Department of Transportation) are eligible to participate as anACDBE in airport concessions at the Airport.

Firms seeking ACDBE certification must apply to the appropriate certifying agency fortheir region. For the North Central Texas area, the North Central Texas RegionalCertification Agency (NCTRCA) provides ACDBE certification via the UCP toqualifying entities. For assistance with the ACDBE certification process, contactNCTRCA directly at (817) 640-0606 or via their website at www.nctrca.org.

4. Required FormsIn order to demonstrate compliance with the Airports ACDBE Program requirements,respondent must submit as part of its proposal the information requested in Section V.Lbelow.

H. AWARD AND EXECUTION OF CONCESSION CONTRACTThe City intends to award the concessions offered by this RFP to responsive, qualified, andresponsible respondents who provide the best overall proposals.

All timely responses to this RFP will be reviewed and evaluated by an evaluation committeecomprised of City employees and other non-voting members, which will recommend to theDirector of Aviation one or more respondents for tentative selection of the offered

concessions. Subject to the Incumbents Right of First Refusal as described in Section II.Jbelow and approval by the City Council of the City of Dallas (City Council), the City,through its City Manager, will recommend award of the offered concessions to saidrespondent(s) (any such respondent hereinafter referred to as a Selected Respondent).

Prior to consideration of the award of a concessions package by the City Council, a SelectedRespondent must execute a Retail Concession Contract (Contract) with the City in a formagreed upon by the City and the Selected Respondent. It is intended that the Contract will be

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substantially similar to Attachment A Form Retail Concession Contract, but will bemodified to incorporate provisions of this RFP, the Selected Respondents proposal, andother terms and conditions, as necessary. A Selected Respondent must execute the Contractand deliver it to the City within 14 days after notification of tentative selection by the City.

Following execution of the Contract by a Selected Respondent, the Contract will besubmitted to the City Council for its approval. All awards of concessions under this RFP aresubject to the approval of the City Council, which approval is at the City Councils solediscretion.

Within 15 days of the award of a contract by the City Council, Selected Respondents mustprovide the City with the proof of the required insurance (further specified in Section III.Jbelow. of this RFP and in the Contract) and the required performance bond or letter of credit(further specified in Section III.K below of this RFP and in the Contract).

Respondents are encouraged to carefully read this document, including all attachments, tofamiliarize themselves with the obligations required of Airport concessionaires.

I. PROPOSAL EVALUATION CRITERIAAll responsive proposals will be reviewed and evaluated in consideration of the followingcriteria:

1. Brands (26 Points)a. Concept, brands (local, regional, national), and theme developmentb. Quality, variety, and creativity of offeringsc. Visual presentation of offeringsd. Creative and innovative design, design theme, quality of finishes, and graphicse. Compliance with Concessions Design Guidelines

2. ACDBE Participation (15 Points)a. ACDBE Plan or policy proposed by the respondent.b. Respondents Historical Utilization of DBEs/ACDBEsc. Meaningfulness of participation and roles of ACDBE/DBE firms in the concessions

operations, structure of the management/ownership, joint ventures and securedcontracts for goods and/or services, both existing and proposed.

d. Acknowledgement of 49 CFR Part 23 requirements to meet goals or perform GoodFaith Efforts (GFE) to meet the goals

3. Economics/Financial Return to the City (23 Points)a. Minimum Annual Guarantee (MAG)b. Percentage rent proposedc. Capital investmentd. Reasonableness of sales and payment projections

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4. Operations Plan (12 Points)a. Experience of proposed on-site management staffb. Staffing planc. Customer service programsd. Employee training programe. Operations plan, including delivery and stocking logistics, inventory, and cash controlf. Marketing effortsg. Retention plan for existing employees

5. Financial Capability (12 Points)a. Financial resources (including net worth and documented access to debt or equity

capital) to successfully develop and construct the proposed facilitiesb. Financial resources (including working capital and documented access to credit) to

successfully operate the proposed concessionc. Quality of financial documents

6. Experience (12 Points)a. Experience with the development, operation, and management of retail

establishments, concepts, and functions similar to those being proposedb. Experience with the development, operation, and management of an airport

concessionc. Quality of existing facilities operated by respondent (or constituent entities of

respondent) as determined by photographs or site visitsd. Business referencese.

Experience of architectural/design team in development of comparable facilities

J. INCUMBENTS RIGHT OF FIRST REFUSAL1. Background. Pursuant to action by the City Council at its August 18, 2010, meeting, in

order to provide continuous and efficient service to Airport customers duringconstruction of the new Airport terminal building, the current retail concessionaire at theAirport, Hudson Retail Dallas, J.V., (Incumbent) has been granted a right of firstrefusal for retail packages offered in this RFP (all such packages referred to, individuallyand collectively, as Retail Packages) in consideration for the Incumbents extension ofit concessions operations in the existing terminal during construction of the newconcourse.

2. Incumbent Right of First Refusal.

a. If Incumbent is not the Selected Respondent for any Retail Package, Incumbent shallhave a right of first refusal (ROFR) to be recommended for award, in the mannerdescribed herein, Retail Packages, the total value of which is not greater than 27% ofthe total value of all Retail Packages (27% ROFR).

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b. If Incumbent is the Selected Respondent for some of the Retail Packages, but thecombined value of which are less than 27% of the total value of all Retail Packages,then Incumbents 27% ROFR shall be reduced by the combined value of the RetailPackages for which Incumbent is the Selected Respondent. For example, ifIncumbent is the Selected Respondent for Retail Packages, the combined value of

which equals 12% of the total value of all of the Retail Packages, Incumbents 27%ROFR shall be reduced to a 15% ROFR.

c. If Incumbent is the Selected Respondent for Retail Packages, the combined values ofwhich are 27% or more of the total value of all of the Retail Packages, then there isno Incumbent ROFR.

3. Determination of Value of Retail Packages. The value of the Retail Packages shall bedefined by City in its sole discretion.

4. Selection of Retail Packages to which ROFR Applies.

The Retail Packages to which Incumbents ROFR applies shall be selected randomly bythe City. Only those Retail Packages that have a value equal to or less than 27% of thetotal value of the Retail Packages, or such lesser percentage as may be determined inaccordance with paragraph 2 above, would be eligible for random selection by lottery(any such Retail Package referred to as an eligible package).

City would randomly select by lottery Retail Packages from among the eligible packagesuntil the total value of the Retail Packages selected, plus the value of any Retail Packageson which Incumbent is the Selected Respondent, is equal to or as close as possible to27% of the total value of the Retail Packages without exceeding 27% of the total value.

If through such lottery, City selects a Retail Package with a value that will, incombination with the other Retail Packages previously selected in the lottery and anyRetail Packages on which Incumbent is the Selected Respondent, exceed 27%, suchRetail Package would be set aside and another Retail Package(s) would be selected.

5. Exercise of Incumbents ROFR

Incumbent would then have the opportunity to match the terms of the otherwisesuccessful proposal for each Retail Package selected through the lottery. In order toexercise its ROFR, Incumbent must match the following terms of the otherwisesuccessful proposal of each of the Retail Package(s) to which Incumbents ROFR applies:minimum annual guarantee rent, percentage rent rate(s), minimum initial capitalinvestment, operational commitments, and comparable brands (as determined by City inits sole discretion) for each package selected in the manner described in paragraph 4above.

Incumbent must notify City within 14 days of the lottery described in paragraph 4 aboveof its intention to exercise its ROFR as it applies to any of the randomly selected RetailPackages. If Incumbent notifies City of its intent to exercise its ROFR, within 14 days ofproviding City with such notice, Incumbent must present acceptable documentation to

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City evidencing Incumbents ability to match the requisite terms of the otherwisesuccessful proposal for a Retail Package and the documentation/information requiredunder Section V.B, V.C, and V.F-N of this RFP in the same format as specified inSection V. If Incumbent chooses not to match an otherwise successful proposal for aRetail Package selected at random, the value of that Retail Package shall be deducted

from Incumbents remaining percentage ROFR.

K. CITYS RESERVATION OF RIGHTSCity reserves the right to reject any or all proposals and to invite new proposals should allsubmitted proposals for any package be rejected, or to take such other courses of action asCity deems appropriate at Citys sole and absolute discretion. City reserves the right to:

1. Waive minor irregularities2. Reject any or all proposals.3. Modify the locations and sizes of the offered spaces.4. Select multiple proposals.5. Negotiate all proposal elements.6. Take any other action the City determines serves its best interests.

Any one or more of the following, among others, may be considered sufficient reason for therejection of a proposal, regardless of a respondents qualifications in respect to theEvaluation Criteria contained in Section II.I above:

1. Evidence of collusion among respondents.2. Non-responsibility, as determined by the City in its sole judgment, as shown by past

work, references or other relevant factors.3.

Default on any obligation to the City including debt contract, as surety or otherwise.

4. Submission of a proposal that is incomplete, ambiguous, obscure, or that containsalterations or substantial irregularities of any kind.

5. Submission of a retail concept deemed by the City, in its sole judgment, to beinconsistent with the goals and objectives of the concessions program, including itsmerchandising plan.

In addition, the City reserves the right to solicit for and designate certain products to beoffered throughout the terminal, including, but not limited to bottled water, pouring brandrights, and coffee brand. The solicitation for such products and any subsequent contractualagreement will not apply to any concessionaire who has a national franchise account for suchproducts.

L. CONSENT TO INVESTIGATIONThe Citys determination as to whether a respondent is qualified and responsible will bebased on information provided by the respondent in its proposal, interviews (if applicable)and other sources deemed to be valid, in Citys sole judgment, by the City. A contract willnot be recommended until all investigations of the respondents business experience,financial responsibility and character are completed. By submitting its proposal, the

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respondent (including principal owners, officers, and all constituent entities of any tier, andtheir respective owners and officers) agrees to permit and cooperate with such investigations.

M. INTERVIEWSRespondents may be required to attend one or more interviews with the City and itsdesignees to discuss specific issues related to the proposal. The City will determine the datesand times of such interviews and invited respondents will be given notice of such at theappropriate time.

N. EXPENSESAll expenses incurred by the respondents in preparation of responses to this RFP (includingcosts associated with interviews) will be borne solely by the respondents. The City is notresponsible for any costs associated with any proposal submission.

O.

ANTI-LOBBYING PROVISIONS

The Dallas City Code Section 12A-15.8(g) provides: Lobbying by bidders and proposers oncity contracts. A person responding to a request for bids or request for proposals on a citycontract shall not (either personally or through a representative, employee, or agent) lobby acity council member from the time the advertisement or public notification of the request forbids or request for proposals is made until the time the contract is awarded by the citycouncil. This subsection does not prohibit a bidder or proposer from speaking at the citycouncil meeting where the award of the contract is considered.

The Dallas City Code Section 15A-4.1(e) provides: A person responding to a request forbids or request for proposals on a city contract shall not (either personally or through a

representative, employee, or agent) knowingly make a campaign contribution to a citycouncil member from the time the advertisement or public notification of the request for bidsor request for proposals is made until 60 days after the date the contract is awarded by thecity council.

P. DISCLAIMERThe information contained in this RFP, and the attachments and appendices hereto, and anyaddendum that may be issued, is provided to assist prospective respondents in the preparationof proposals. Respondents should satisfy themselves by personal investigation or such othermeans as they may think necessary as to the conditions affecting the offered concessions.The information shown herein has been obtained from sources thought to be reliable, but the

City and Airport staff, their respective officers, employees, agents, and contractors, are notliable for the accuracy of the information or its use by prospective respondents.

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III. SUMMARY OF TERMS AND CONDITIONS OF THE OFFEREDCONCESSIONS

This RFP, and all exhibits, attachments and addenda thereto, does not constitute a contract betweenthe City and any entity or individual, a commitment by the City to accept concession services from

any entity or individual, or a commitment by any entity or individual to provide concessionservices to the City. A concession shall be performed only under the terms and conditions of theContract by and between the City and a respondent awarded a retail concession (referred to as aConcessionaire throughout this Section III).

This Section III summarizes some of the key terms and conditions for operation of the retailconcessions at the Airport, which will be incorporated into the Contract. THIS SUMMARY ISNOT INTENDED TO BE A COMPLETE DESCRIPTION OF ALL OF THE TERMS OF THECONTRACT. A form of the Contract is included with this RFP as Attachment A Form RetailConcession Contract. Capitalized terms used in this Section III that are not defined herein, shallhave the same meaning as defined in the Form Retail Contract. If there is any conflict between the

terms of this RFP, the terms of the Form Retail Concession Contract, or the Contract executed byCity and Concessionaire, the terms of the executed Contract shall be final and binding.

A. NON-EXCLUSIVE CONCESSIONConcessionaire will have a non-exclusive right, privilege, and obligation to operate andmanage a retail concession for the sale of retail merchandise and services in and from itsAssigned Premises. At any time during the Term, City may enter into other agreements withother concessionaires for the operation of retail concessions similar to those ofConcessionaire. It is understood and agreed that nothing in the RFP or Contract is to beconstrued to grant or authorize the granting of an exclusive right to an individualConcessionaire.

B. TERM OF CONTRACTThe Contract shall be effective and binding upon the date of execution of the Contract byCity (Effective Date). The Term shall commence upon the delivery of any portion of theAssigned Premises to Concessionaire (Commencement Date). The Term shall becomprised of the Interim Term, the Primary Term, and, at the Citys sole option, the RenewalTerm as follows;

1. The Interim Term shall commence on the Commencement Date and will include theperiod required for finish-out of the Assigned Premises both prior to the opening of the

Terminal to the public and during the period the Terminal is partially open for aviationoperations and to the public, and shall terminate on the last day of the calendar monthduring which the Director certifies in writing that the twentieth (20th) passenger boardinggate in the Terminal is usable for commercial air service.

2. The Primary Term shall commence upon the expiration of the Interim Term and shallcontinue for a period of seven (7) years thereafter, unless terminated earlier in accordancewith the Contract.

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3. The City, in its sole discretion, may renew the Contract for two additional periods of one(1) year each, which term shall commence upon the expiration of the Primary Term of theContract (Renewal Term).

C. CONCESSION FEES:MAG AND PERCENTAGE FEEIn consideration for the rights and privileges granted by City to Concessionaire under theContract, Concessionaire shall pay to City the fees described in this RFP and in the Contract.

1. Rent During the Interim Term. Concessionaire shall begin paying City the PercentageFee (defined below) on the Opening Date and shall continue paying City the PercentageFee throughout the Interim Term.

2. Rent During the Primary Term and Renewal Term. During each year of the PrimaryTerm and the Renewal Term, if any, Concessionaire shall pay to City the greater of thePercentage Fee or the Minimum Annual Guarantee (MAG).

a. Percentage Fee. The Percentage Fee is the sum of the percentages of GrossRevenues Concessionaire proposes to pay to City. The minimum acceptablePercentage Fee rates are shown in Table 4 in Section IV below.

b. MAG Definition. The MAG for the first year of the Primary Term of the Contract isproposed by Concessionaire. The minimum acceptable MAGs for the first year of thePrimary Term are shown in Table 4 in Section IV below. In the second and lateryears of the Primary Term, the MAG is 90% of the prior years total Percentage Fee,but never less than the MAG during the first year of the Primary Term.

D. OTHER FEES1. Rent for Assigned Support Space. The availability of storage and support space in the

Terminal will be very limited and shall be assigned to Concessionaire, if at all, at thediscretion of City; additional storage space will be available in the central receivingfacility that is currently under development. Concessionaire will be assessed a fee, not toexceed $40.00 per square foot, for any Assigned Support Space in the Terminal.

2. Central Receiving. All deliveries to concessionaires will occur through the centralreceiving facility, located on or near the Airport, to be operated by City or a designatedthird-party facility manager. Concessionaire will be required to use the central receivingfacility for receipt of its deliveries. Concessionaire shall pay to City, or a designatedthird party, its proportional share of the costs of the central receiving facility, as

determined by City or said designated third party.

3. Marketing Fund. Concessionaire shall pay a fee to City, not to exceed one-half of onepercent (0.5%) of Concessionaires Gross Revenues, to fund a joint marketing account, tobe controlled by City or its designated agent, for the purpose of paying the costs ofadvertising, promotional materials, and other activities appropriate for marketingconcessions at the Airport.

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E. CAPITAL INVESTMENT AND IMPROVEMENTS TO THE ASSIGNED PREMISES1. Initial Capital Investment. The Concessionaire must develop, at its own cost, all portions

of the Assigned Premises prior to the Opening Date. The Contract will include aprovision that the minimum initial capital investment in the Assigned Retail Locations (toinclude fixed improvements; trade fixtures, furnishings and equipment; and design andengineering costs) will total at least 95% of the amount specified in the Concessionairesproposal. The City requires a minimum capital investment of $350.00 per square foot ofthe Assigned Retail Locations. Concessionaire must also develop, at its own cost, anyAssigned Support Space. There is no minimum initial capital investment requirement forAssigned Support Space, and any such costs do not apply to the minimum initial capitalinvestment for the Assigned Retail Locations.

2. Mid Term Refurbishment. In addition to the initial capital investment, the City willrequire a mid-term refurbishment of any Assigned Retail Location for which thecombined Interim and Primary Terms will exceed eight (8) years. On or about thebeginning of the fifth (5th) year of the Primary Term, Concessionaire shall make anadditional capital investment to refurbish and/or re-concept each Assigned RetailLocation in an amount to be agreed by City and Concessionaire, but not less than $55.00per square foot.

3. Plans and Specifications and Construction. Prior to any construction activities on theAssigned Premises, Concessionaire shall submit to the City detailed plans andspecifications of its proposed improvements that conform to all of the requirements of theAirports Design Standards Manual, which will be provided to the Concessionaire, andthe Concession Design Guidelines (Attachment F). City reserves the right to reviewand approve all improvements to Concessionaires Assigned Premises.

F. PERFORMANCE AND OPERATIONAL STANDARDSThe City desires to provide the traveling public and employees the highest level of customerservice and product quality. Accordingly, the Contract will incorporate various performanceand operational standards. The City reasonably believes that failure by a Concessionaire toadhere to the performance and operational standards will result in significant inconvenienceto the traveling public and employees, adversely affect the overall concessions business at theAirport, and reduce the amount of the concession fees to be paid to the City. Consequently,the City may assess fines as set forth in the Contract.

Generally, the City will permit a cure period upon notice of an infraction of the performance

or operational standards. However, for certain infractions (for example, operating hoursinfractions) or repeated violations of the same performance standard, the City will not permita cure prior to assessing a fine. Moreover, the City may, at its sole discretion, deem repeatedor frequent violations of performance or operational standards an event of default under theContract. The performance and operational standards that the City demands ofConcessionaires are more fully described in the Form Retail Concession Contract(Attachment A).

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G. OPERATING REQUIREMENTS1. Maintenance and Repair Generally. Concessionaire shall provide at its own expense

such maintenance, custodial, and cleaning services and supplies as may be necessary

or required to maintain the Assigned Premises in good appearance, repair, and safe

condition. Concessionaire shall ensure that the Assigned Premises are kept free from allrubbish, filth, and refuse.

2. Preventive and Routine Maintenance Programs. Prior to the opening of any facility,Concessionaire shall establish a preventive and routine maintenance program, theprovisions of which shall be subject to the initial written approval of and periodic reviewby the Director of Aviation (Director). Concessionaire shall from time to time, uponrequest, provide the Director a written schedule of Concessionaires cleaning andmaintenance program.

3. Hours of Operation. Concessionaire shall ensure that each of the Assigned RetailLocations are continuously open for business and provide all services and sales activities

as required by the Contract every day of the Term at such hours as are necessary forConcessionaire to be open ninety (90) minutes before the time of the first scheduledoutgoing flight of the day until the time of the last scheduled outgoing flight of the day(Store Hours). Any modifications to Store Hours that may be requested from time totime by Concessionaire shall be subject to the Directors prior written approval asdetermined in his or her sole discretion.

From time to time, at the Directors discretion, the Concessionaire may be required toremain open later than Store Hours, with sufficient staffing and inventory, at one or moreof its facilities in order to accommodate delayed passengers, other Airport operatingreasons, or if necessary for the City and/or Concessionaire to remain in compliance with

federal regulations.

4. Staffing. Concessionaire shall recruit, train, supervise, direct, and deploy the number ofrepresentatives, agents, and employees necessary to promptly provide services to allcustomers and to meet all of the requirements of the Contract.

H. STREET PRICINGConcessionaire may not charge prices for any products or services that exceed the streetprice. The sale price of any item that has a pre-printed price must not exceed the pre-printedprice. The price for other retail merchandise items sold by Concessionaire must be priced nohigher than the same retail merchandise item found in comparable off-Airport locations(excluding special promotional items) within the greater Dallas metropolitan area.Comparable locations will be determined by City, in consultation with Concessionaire, andmay change throughout the Term of the Contract as determined necessary by City. Allmerchandise item comparisons are to be similar or like in size, quantity, and quality. Allbranded or franchised retail concepts should be compared to other identical brand stores orlocations.

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I. SECURITYAll of the Concessionaires employees who work at the Airport must apply for and be issuedby the City security identification prior to beginning work at the Airport. All applicants forsecurity identification must complete security training and must pass criminal and otherbackground investigations as the City may designate from time to time. Prospectiverespondents are advised that the City may, at its discretion, change regulations andrequirements related to security identification from time to time and the Concessionaire shallcomply will all such regulations and requirements.

Concessionaires are also responsible for complying with all security regulations andrequirements as may be promulgated by the Federal Aviation Administration (FAA),Transportation Security Administration (TSA), the City, or any other governmental unitwith jurisdiction. It is understood that the requirements of the FAA, TSA, or City regardingsecurity matters may change from time to time, and Concessionaire shall comply with allsuch requirements.

Any fines assessed against the City for security violations by Concessionaire or itsemployees, vendors, suppliers or invitees shall be promptly reimbursed to the City byConcessionaire.

J. INSURANCE REQUIREMENTSWithin fifteen (15) days of the City Councils approval of a Contract with Concessionaire,Concessionaire shall be required to provide City with proof of the insurance meeting therequirements of the Contract which are set forth in Attachment C InsuranceRequirements. Concessionaire shall procure, pay for, and maintain from the Effective Dateuntil the expiration or termination of the Contract, with a company authorized to do business

in the State of Texas and acceptable to City, the minimum insurance coverage set forth in theContract. City reserves the right to review the insurance requirements and to adjustinsurance coverage or limits when deemed necessary and prudent by Citys Office of RiskManagement, based upon changes in statutory law, court decisions, or the claims history ofthe industry as well as the Concessionaire and its subconcessionaires (if any). City shall beentitled, upon request and without expense, to receive copies of the policies and allendorsements thereto and may make any reasonable request for deletion, revision, ormodification of particular policy terms, conditions, limitations, or exclusions except wherepolicy provisions are established by law or regulation binding upon either of the partieshereto or the underwriter of any such policies.

K. PERFORMANCE BOND OR LETTER OF CREDITIn order to guarantee Concessionaires performance required under the Contract, withinfifteen (15) days of the City Councils approval of a Contract with Concessionaire,Concessionaire shall be required to provide City with a performance bond or an irrevocableletter of credit made payable without condition to City. The performance bond or letter ofcredit shall be maintained from the Effective Date until the expiration or termination of theContract in an amount equal to 50% of the first year MAG amount. If Concessionaire

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chooses to provide a performance bond as security to City, the performance bond shall beissued by a corporate surety or sureties licensed to issue surety bonds in the State of Texas,authorized to do insurance business in Texas, listed on the United State Treasury List ofSureties Authorized to Issue Bonds for Federal Jobs, and otherwise acceptable to City. Theperformance bond shall be issued on form(s) approved by City and shall name City as

obligee. Concessionaire is required to secure a replacement surety in the same manner asrequired above in the event the original surety becomes insolvent. The bond shall requirethat the City be notified by the surety in writing thirty (30) prior to the expiration of the bondor a decision by the surety not to renew the bond.

L. TERMINATION BY CITYIn addition to Citys right to terminate the Contract with Concessionaire for cause, asspecified in the Contract, City reserves the right to terminate the Contract, in the publicinterest, in whole or in part, for the convenience of City, without cause any time, with ninety(90) days notice. If City exercises its right to terminate the Contract for its convenience, Cityshall reimburse Concessionaire for the unamortized costs of Concessionaires initial CapitalInvestment, amortized on a straight-line basis over the Primary Term. No amount will bedue Concessionaire for lost or anticipated profits as a result of any termination forconvenience by City.

M. CONFLICT OF INTEREST OF CITY EMPLOYEESThe following Section of the Charter of City of Dallas shall be one of the conditions, and apart of, the consideration of the Contract, to wit:

CHAPTER XXII. Sec. 11. FINANCIAL INTEREST OF EMPLOYEE OROFFICER PROHIBITED

(a) No officer or employee shall have any financial interest, direct or indirect, inany contract with City or be financially interested, directly or indirectly, in the sale toCity of any land, materials, supplies or services, except on behalf of City as an officeror employee. Any violation of this section shall constitute malfeasance in office, andany officer or employee guilty thereof shall thereby forfeit the officers or employeesoffice or position with City. Any violation of this section, with knowledge, express orimplied, of the person or corporation contracting with City shall render the contractinvolved voidable by City Manager or The City Council.

(b) The alleged violations of this section shall be matters to be determined either bythe Trial Board in the case of employees who have the right to appeal to the TrialBoard and by The City Council in the case of other employees.

(c) The prohibitions of this section shall not apply to the participation by Cityemployees in federally-funded housing programs, to the extent permitted byapplicable federal or state law.

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N. GIFT TO PUBLIC SERVANTCity may terminate the Contract immediately if Concessionaire has offered, agreed to confer,or conferred any benefit upon a City employee or official that City employee or official isprohibited by law from accepting. City has been advised by the prosecuting authorities thatthe Section 36.10(4) exception to Section 36.08 and 36.09 of the Texas Penal Code is notavailable to public servants who have no legal reporting requirements.

For purposes of this Section, benefit means anything reasonably regarded as economic gainor economic advantage, including benefit to any other person in whose welfare thebeneficiary is interested, but does not include a contribution or expenditure made andreported in accordance with law.

Notwithstanding any other legal remedies, City may require Concessionaire to remove anyemployee of Concessionaire who has violated the restrictions of this Section or any similarstate or federal law, and obtain reimbursement for any expenditures made as a result of theimproper offer, agreement to confer, or conferring of a benefit to a City employee or official.

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IV. DESCRIPTION OF CONCESSION OPPORTUNITIESA. PACKAGES

Ten (10) retail concession packages are offered in this RFP. Specific space locations, areas,

and expected opening dates are listed on Table 3. Please note that locations, sizes,dimensions, and expected opening dates of the spaces are based on current plans andschedules and subject to change at any time without liability to the City. The City reservesthe right to modify the concession spaces in accordance with the terms of the Contract.

Attachment D Terminal Floor Plans show the location of each offered space.Attachment E Lease Outline Drawings indicates the dimensions of each location.

B. ANTICIPATED DELIVERY SCHEDULEBased on current construction schedules, the City expects to deliver spaces toConcessionaires for construction and fit-out six (6) months prior to the expected opening

dates listed in Table 3. The expected delivery dates and opening dates are based on currentschedules and subject to change at any time without liability to the City.

C. ACCEPTABLE MINIMUM ANNUAL GUARANTEE FEE AND PERCENTAGE FEE RATEMAG proposed for the first year of the Primary Term must be no less than the minimumacceptable MAG for each package set forth in Table 4, otherwise the proposal may beconsidered non-responsive and eliminated from further award consideration.

The Percentage Fee proposed must be no less than the minimum acceptable Percentage Feefor each package set forth in the Table 4, otherwise the proposal may be considered non-

responsive and eliminated from further award consideration.

D. EXISTING TERMINAL FACILITIESThe existing terminal concession facilities will be operated by the existing concessionairesuntil they are closed due to construction or the City determines that these facilities are nolonger needed to serve passengers in the existing terminal. This RFP does not include anyopportunities for concessions operations in the existing terminal building.

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Table 3Retail Concessions Packages and Spaces

Space Area Merchandising Plan

(sq. ft.) Type Concept

PACKAGE #1

C2586 1,287 Apr 2013 7 News/Convenience Newsstand

L1009 333 Apr 2013 7 News/Convenience Newsstand

C2041A 779 Apr 2013 7 Specialty Retail Children's/Educational*Package Total 2,399

PACKAGE #2

C2151A 1,797 Apr 2013 7 News/Convenience Newsstand/Books

C2016 1,032 Oct 2014 7 Specialty Retail Museum Shop

C2151B 709 Apr 2013 7 Specialty Retail Texas Music Venue/ Merch.

Package Total 3,538

PACKAGE #3

C2006 1,362 Apr 2013 7 News/Convenience Newsstand

C2311 909 Oct 2014 7 Specialty Retail Lifestyle*

C2511 905 Apr 2013 7 Specialty Retail Health & Beauty*

Package Total 3,176

PACKAGE #4

C2386 1,287 Oct 2014 7 News/Convenience Newsstand

C2251A 680 Oct 2014 7 Specialty Retail Men's Apparel/Accessories*Package Total 1,967

PACKAGE #5

C2086 1,126 Apr 2013 7 Specialty Retail Sports

PACKAGE #6

C2176 999 Apr 2013 7 Specialty Retail Electronics

PACKAGE #7

C2001 407 Apr 2013 7 Specialty Retail Fashion Kiosk*

PACKAGE #8

C2169 407 Apr 2013 7 Specialty Retail Fashion Kiosk*

PACKAGE #9

C2101 917 Apr 2013 7 Specialty Retail Leather Goods*

PACKAGE #10

C2115 690 Apr 2013 7 Specialty Retail Western Theme Apparel

*These are preferred concepts. The City will consider alternative concepts that respondent may wish to propose.

Expected

Opening

Primary

Term

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Table 4

Food and Beverage Concessions

Minimum Acceptable MAG and Percentage Rent Rate(s)

Package Minimum Acceptable

Minimum Annual

Guarantee1

News/Convenience Merchandise3 14%

Specialty Retail Merchandise4 11%



Museum Shop Merchandise5 9%





5 $155,000 Specialty Retail Merchandise4 11%






3. Percentage Fee rate for all sales from locations labeled "News/Convenience" in Table 3.

5. Percentage Fee rate for all sales from location #C2016.

4. Percentage Fee rate for all sales from locations labeled "Specialty Retail" in Table 3 (except

location #C2016).

1. Minim um Annual Guarantee to be paid in the first year of the Primary Term. For the second year

and throughout the remainder of the Term, MAG will be determined in accordance with theContract.

2. The Percentage Fee rate for pre-security locations will be reduced two percentage points from

the rate specified in the Contract for comparable m erchandise and services.

3 $372,000

4 $260,000

Minimum Acceptable Percentage Fee

Rate(s)2

1 $463,000

2 $534,000

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E. MERCHANDISING PLAN AND SCOPE OF CONCESSION SERVICESThe City seeks qualified individuals or entities to develop, manage, and operate the requestedconcessions for use by Airport passengers, employees, visitors and other tenants as furtherdescribed in this RFP. To assist respondents in developing proposals, a brief description ofappropriate concepts for each opportunity is provided below. The descriptions are intendedto provide examples of the types of merchandise that may be offered by operators. The Cityis committed to developing an innovative concessions program that incorporates the highestlevel of quality in a unique shopping environment. Specific guidelines and restrictions foreach category are included in the descriptions.

The City has adopted a recommended merchandising plan for the concession program at theAirport as depicted in Attachment D Terminal Floor Plans and described below. Forsome locations identified in Table 3 and below the stated concept is preferred. The Citywill consider alternative concepts that a respondent may wish to propose, which the City may

accept if deemed by the City, in its sole judgment, to be in its best interest. The City reservesthe right to reject concepts which it deems, in its sole judgment, to vary significantly from therecommended merchandising plan or to be inappropriate for the Airport or determined to befinancially not viable.

1. Package #1a. Location #C2586 Newsstand

The facility is intended to provide travelers with an extensive mix of readingmaterials, sundries, travel accessories, and souvenirs. The majority of merchandise

offered should include newspapers, periodicals, and paperback books, includingpopular local, national, and international titles. The location may include a selectionof health and beauty aids, travel accessories, pre-packaged candy and snacks, andbottled non-alcoholic beverages. The store may also offer a small selection ofsouvenir gifts and apparel. Only premium quality merchandise, subject to the Citysapproval, may be sold.

b. Location #L1009 NewsstandThe pre-security facility is intended to provide travelers with an extensive mix ofreading materials, sundries, travel accessories, and souvenirs. The majority ofmerchandise offered should include newspapers, periodicals, and paperback books,including popular local, national, and international titles. The location may include aselection of health and beauty aids, travel accessories, pre-packaged candy andsnacks, and bottled non-alcoholic beverages. The store may also offer a smallselection of souvenir gifts and apparel. Only premium quality merchandise, subjectto the Citys approval, may be sold.

c. Location #C2041A Childrens / Educational

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This location is intended to offer a variety of childrens items that have an educationalelement. Educational or learning type toys, games, puzzles, related plush toys,collectibles, gifts, and related books. The store may also offer a selection ofchildrens apparel and accessories as long as this merchandise is related to the storesmain theme. Where possible, the overall store environment should be a playful and

interactive experience for its customers.

The City prefers the specified concept for this location. However, the City willconsider an alternative concept that a respondent may wish to propose. Respondentsare reminded that the City reserves the right to reject concepts which it deems, in itssole judgment, to vary significantly from the recommended merchandising plan.

2. Package #2a. Location #C2151A Newsstand / Books

The facility is intended to provide travelers with an extensive mix of reading

materials, sundries, travel accessories, and souvenirs. The majority of merchandiseoffered should include newspapers, periodicals, and paperback books, includingpopular local, national, and international titles. The location may include a selectionof health and beauty aids, travel accessories, pre-packaged candy and snacks, andbottled non-alcoholic beverages. The store may also offer a small selection ofsouvenir gifts and apparel. Only premium quality merchandise, subject to the Citysapproval, may be sold.

In addition, a separate and distinct section of the store should be dedicated to a varietyof hardback and paperback books, audio and downloadable books, and a limitedselection of related accessories. If space permits, it is also recommended that a

seating area for passengers be incorporated into the facility.

b. Location #C2016 Museum ShopThis location is intended for the sale of merchandise found in museum gift shops andcatalogs or generally associated with any one or more of the regions prominentmuseums.

c. Location #C2151B Texas Music VenueThe focus of this store is Texas music. Merchandise products may include but not belimited to music compact discs and souvenir type items that focus on the local music

industry. In addition, the store may offer ticket services for local concerts.

This store may be integrated into the newsstand / bookstore in Location #C2151Awith consolidated displays and a shared cash wrap.


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The facility is intended to provide travelers with an extensive mix of readingmaterials, sundries, travel accessories, and souvenirs. The majority of merchandiseoffered should include newspapers, periodicals, and paperback books, includingpopular local, national, and international titles. The location may include a selectionof health and beauty aids, travel accessories, pre-packaged candy and snacks, and

bottled non-alcoholic beverages. The store may also offer a small selection ofsouvenir gifts and apparel. Only premium quality merchandise, subject to the Citysapproval, may be sold.

b. Location #C2311 LifestyleThe location is intended for the sale of lifestyle products focused on a specific brandor theme. Lifestyle may include the sale of home and/or personal merchandise thatspecifically targets and is in keeping with the lifestyle trends, wants, and needs of thepassengers using the Airport.

The City prefers the specified concept for this location. However, the City will

consider an alternative concept that a respondent may wish to propose. Respondentsare reminded that the City reserves the right to reject concepts which it deems, in itssole judgment, to vary significantly from the recommended merchandising plan.

c. Location #C2511 Health & BeautyThis store is intended to offer passengers a wide range of personal care products formen and women such as lotions, soaps, cosmetics, aromatherapy, and other beautyproducts either branded or specific theme. Recent trends in beauty products such asorganic and vegan type products should be considered as part of the merchandise mix.Mens and womens products should be featured in separate and distinct areas of the

store for ease in shopping and browsing.



The facility is intended to provide travelers with an extensive mix of reading

materials, sundries, travel accessories, and souvenirs. The majority of merchandiseoffered should include newspapers, periodicals, and paperback books, includingpopular local, national, and international titles. The location may include a selectionof health and beauty aids, travel accessories, pre-packaged candy and snacks, andbottled non-alcoholic beverages. The store may also offer a small selection ofsouvenir gifts and apparel. Only premium quality merchandise, subject to the Citysapproval, may be sold.

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b. Location #C2251A Mens Apparel / AccessoriesThe locations are intended for the sale of luxury and high-end apparel and accessoryproducts focused on a specific brand or theme. Branded concepts could includeapparel or other products. This store is intended for the sale of mens apparel andaccessories focused on a specific brand or theme. Merchandise items that may beconsidered would include shorts, sportswear, jackets and outer wear, ties, belts, andmens jewelry. Organization is key when featuring a wide range of accessories, thusit is recommended that like merchandise categories be displayed together.


5. Package #5a. Location #C2086 Sports

Because Dallas is known for its active lifestyle and love of sports, this location isintended to offer passengers a specific sports theme, such as golf, football, Texasteams, college conferences and teams, or other recognized sports organizations.Sports themed apparel and accessories as well as related sports equipment may beoffered.

6. Package #6a. Location #C2176 Electronics

This location is intended for sale of electronics and related merchandise including,but not limited to portable electronic equipment such as CD, DVD, MP3 and digitalmedia players and viewers; personal computers; cameras and video recorders; cellulartelephones; portable digital assistants; game toys (including game software); pre-recorded music, movies and video; software; and accessories. On-demand,downloadable music, movies, video or other content for portable electronic devicesmay be offered in this location.

7. Package #7a. Location #C2001 Fashion Kiosk

This kiosk location is intended to feature one specific theme or concept. Merchandiseconcepts that may be considered include sunglasses, jewelry, hats, scarves, or otherpopular accessory item. The store may focus on one specific brand or featureselections from multiple brands and designers. Because of the location of this kioskis in a high traffic area of the terminal, it is especially important that merchandisedisplays are well organized and displayed in an aesthetically pleasing manner.

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8. Package #8a. Location #C2169 Fashion Kiosk

This kiosk location is intended to feature one specific theme or concept. Merchandiseconcepts that may be considered include sunglasses, jewelry, hats, scarves, or otherpopular accessory item. The store may focus on one specific brand or featureselections from multiple brands and designers. Because of the location of this kioskis in a high traffic area of the terminal, it is especially important that merchandisedisplays are well organized and displayed in an aesthetically pleasing manner.

The City prefers the specified concept for this location. However, the City will

consider an alternative concept that a respondent may wish to propose. Respondentsare reminded that the City reserves the right to reject concepts which it deems, in itssole judgment, to vary significantly from the recommended merchandising plan.

9. Package #9a. Location #C2101 Leather Goods

This store is intended to target both men and women by offering a wide selection offine quality leather goods and accessories. Merchandise offerings may includehandbags, brief cases, wallets, back packs, laptop bags, business card holders, belts,

cosmetic cases, and other leather accessories.


10.Package #10a. Location #C2115 Western Theme Apparel

This store should offer a wide variety of Western theme apparel for men, women, and

children. Related accessories such as hats, boots, belts, and belt buckles thatemphasize a Western theme may also be offered as part of the merchandise mix.

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V. PROPOSAL SUBMISSION REQUIREMENTSIn order to expedite the evaluation of proposals, respondents MUST organize and assembleproposals as described below. Proposals which do not follow the specified format may be deemedunresponsive and may be disqualified from further consideration. In addition, failure on the part of

the respondent to provide the required documentation may be cause for rejection of the proposal.

Proposals are to be prepared in such a way as to provide a straight-forward, concise statement ofcapabilities to satisfy the requirements of this RFP. Expensive bindings, colored, and promotionalmaterials are not necessary or encouraged (except as requested in the proposal instructions).Emphasis should be concentrated on conformance to the RFP instructions, responsiveness to theRFP requirements, and on completeness and clarity of content. The proposal and copies mustinclude all of the following items and documents ordered and tabulated in the following order:

TAB 1 Cover/Transmittal LetterTAB 2 RFP AcknowledgementsTAB 3 Business Information StatementTAB 4 Business ReferencesTAB 5 Experience and Qualifications StatementTAB 6 Financial InformationTAB 7 Methods of Management and OperationTAB 8 Store Concept and DesignTAB 9 Projected Sales, Net Income and Cash FlowTAB 10 Capital Investment and Financing PlanTAB 11 Proposed RentsTAB 12 Airport Concession Disadvantaged Business Enterprise PlanTAB 13 ExceptionsTAB 14 Other Information

The proposal and copies must be submitted to the address set forth on page 1 no later than theProposal Due Date and time as follows:

1. Three signed paper copies of the proposal bound in a three-ring binder

2. Twelve CDs, DVDs, or USB flash drives containing the complete proposal in electronicfiles using portable document format (PDF. Please embed non-traditional fonts).Please include each tabulated section of the proposal as a separate electronic file.

The City has established page limits for various sections of all proposals submitted in response to

this RFP. Please note page limits stated in the following instructions. Proposals that fail to adhereto page limit restrictions may be deemed unresponsive and may be disqualified from furtherconsideration.

A. COVER/TRANSMITTAL LETTEREach respondent must indicate the legal name of respondent (the entity that will beConcessionaire if awarded a contract), a return mailing address, contact person, telephone/fax

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numbers and email address, as well as any pertinent facts or details of the proposal that therespondent desires to emphasize, but not more than three (3) pages in length. The transmittalletter must be signed by an officer or other individual who has authority to bind theresponding entity.

B. RFPACKNOWLEDGEMENTS (FORMS 1 AND 2)Under this tab, respondent must include the following executed and notarized, if applicable,documents:

1. Respondent must submit an executed Signature Page as included in Attachment B City of Dallas General Terms and Conditions for Request for Proposal (RFP).

2. Respondent must submit an executed and notarized Certification Regarding Debarment,Civil and Criminal Offenses (Attachment G - Form 1).

3. Respondent must submit and executed and notarized Proposal Affidavit (Attachment G -

Form 2).

4. Please insert executed acknowledgements of all addenda issued for this RFP.

C. BUSINESS INFORMATION STATEMENT (FORM 3)Respondent must include a separate Business Information Statement (Attachment G Form 3) for the respondent and all proposed subconcessionaires, and all other entities andindividuals as instructed on the Business Information Statement. Statements must becomplete and accurate. Information that is incomplete, conditional, ambiguous, obscure, orwhich contains alterations not called for, or irregularities of any kind, may be cause to deema proposal non-responsive. By submission of this proposal, respondent (and other entities ofwhom a Business Information Statement is required) acknowledges and agrees that the Cityhas the right to make any inquiry or investigation that the City deems appropriate tosubstantiate or supplement information contained in this statement and hereby authorizes therelease of any and all information sought in such inquiry or investigation to the City.

D. BUSINESS REFERENCES (FORM 4)The respondent must list three (3) airport/landlord references related to its businessoperations during the past five (5) years. The references should be the respondents primarycontact for day-to-day business at the airport, shopping center, etc. The facilities operated bythe respondent at these locations must be similar to those being proposed for this RFP.

Respondents should use the format provided in Attachment G - Form 4 for each reference.

E. EXPERIENCE AND QUALIFICATIONS STATEMENT (FORM 5)Respondent must submit sufficient information for the City to determine that respondentmeets the qualifications established by the City and to assess the extent and performance ofrespondents relevant business experience and qualifications, with special emphasis uponprior experience with the ownership, operation, and management of businesses at airports

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and other high-volume, high-traffic venues. Respondent should also provide details on thepertinent experience of persons who will be directly involved in the development, operation,and management of the proposed concession at the Airport. Please complete and submitAttachment G -Form 5 for the respondent and, as appropriate, its constituent entities andsubtenants.

Respondent should identify its architectural team, specifying prior experience in the designof retail facilities (including resumes and project experience) with photographs of sampleprojects attached. Also identify any LEED accredited professionals who are members of theproposed design team.

The Experience and Qualifications Statement section of the proposal should not exceed eight(8) pages. Sales schedules and photographs of existing facilities requested inAttachment G -Form 5 do not count toward the page limit.

F. FINANCIAL INFORMATION (FORM 6)Respondent must submit Attachment G - Form 6, including all financial informationrequested on the form, for the respondent, all proposed subconcessionaires, and all otherentities and individuals as instructed on the form, all of which must be submitted under theFinancial Information tab of the proposal. The City reserves the right to obtain, at no cost tothe respondent, a Dun and Bradstreet financial report, or other credit report, on respondentand/or any other entity or individual which has submitted a financial statement in connectionwith this RFP to facilitate its financial evaluati

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Transcript of 02 - Retail RFP 02.16.11