REQUEST FOR PROPOSALS - Food and...REQUEST FOR PROPOSALS . FOOD & BEVERAGE, NEWS, DUTY FREE, &...

_____________________________________________________________________________________________ Food & Beverage, News, Duty Free and Specialty Retail Concession Program RFP Page i July 18, 2016 Massachusetts Port Authority

REQUEST FOR PROPOSALS

FOOD & BEVERAGE, NEWS, DUTY FREE, & SPECIALTY RETAIL

CONCESSIONS PROGRAM

AT

BOSTON - LOGAN INTERNATIONAL AIRPORT

Massachusetts Port Authority Logan Office Center One Harborside Drive

Suite 200S East Boston, Massachusetts 02128-2909

A pre-submission conference and networking session will be held on August 3, 2016 and a site tour will be held on August 4, 2016, at Logan International Airport, East Boston, Massachusetts 02128. A copy of the Request for Proposals, Attachments, Forms and the Draft Concession Lease Agreement is posted on the Massport website http://www.massport.com/business-with-massport/goods-and-services/rfps/detail/?id=351 Any questions should be submitted in writing by 1:00 p.m. local time on September 5, 2016 to Ms. Leah Teeven, Airport Concessions Business Manager, Airport Business Office, One Harborside Drive, Suite 200S, Logan International Airport, East Boston, MA 02128-2909, or via email at [email protected]. The original and ten (10) copies of your sealed Proposal must be received by the Authority at, or prior to, 1:00 p.m. local time on November 15, 2016, at the office of Mr. Michael Grieco, Assistant Secretary-Treasurer, Massachusetts Port Authority, Logan Office Center, One Harborside Drive, Suite 200S, East Boston, MA 02128-2909. All Proposals must be delivered in sealed envelopes bearing on the outside the name and address of the Respondent and the name of the lease for which the Proposal is submitted. Required Deposit: A proposal deposit in the amount of One Hundred Thousand Dollars ($100,000) in the form of a letter of credit, a certified check, or a treasurer's or cashier's check issued by a bank or trust company, payable to the Massachusetts Port Authority, must accompany the Proposal. The envelope containing the original Proposal and proposal deposit must be clearly marked.

http://www.massport.com/business-with-massport/goods-and-services/rfps/detail/?id=351


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CONCESSIONS PROGRAM

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CONTENTS Section 1 General Overview provides information that is intended to assist Respondents by

providing a framework for developing their Proposal. Section 2 Instructions to Respondents outlines specific instructions and procedures

relating to the Proposal process. Section 3 The Proposal Form is the document that dictates the form of the response to the

Authority's Request for Proposals. Sections 1, 2 and 3 along with all referenced attachments comprise the complete Request for Proposals package.

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TABLE OF CONTENTS

1. GENERAL OVERVIEW .............................................................................................. 1-1 1.1 Project Background .............................................................................................. 1-1 1.2 Logan International Airport Terminal Information ............................................. 1-3 1.3 Existing Concession Program & Premises .......................................................... 1-5

1.4 Passenger Demographics ..................................................................................... 1-7 1.5 Role of Concession Program Manager ................................................................ 1-7 1.6 Concession Program Operations ........................................................................ 1-11

1.7 Digital Signage and Directory Services Requirements ...................................... 1-17 1.8 Airport Deliveries/ Receiving and Distribution Program .................................. 1-17 1.9 Insurance Requirements ..................................................................................... 1-19 1.10 Security .............................................................................................................. 1-19 1.11 Non-Discrimination, Civil Rights Laws, Diversity and ACDBE Participation.1-21 1.12 Impacted Community Business Enterprise Participation .................................. 1-26 1.13 Term ................................................................................................................... 1-26 1.14 Financial Structure ............................................................................................. 1-26 1.15 Reporting Requirements .................................................................................... 1-28

1.16 Labor Peace ........................................................................................................ 1-29 1.17 Concession Sustainability, Design & Construction .......................................... 1-30 2. INSTRUCTIONS TO RESPONDENTS ...................................................................... 2-1

2.1 Procedure ............................................................................................................. 2-1 2.2 Proposal Submission ............................................................................................ 2-3 2.3 Respondent Changes ............................................................................................ 2-3 2.4 Signature of Respondent ...................................................................................... 2-3 2.5 Withdrawal of Proposals ...................................................................................... 2-4 2.6 Rejection of Proposals ......................................................................................... 2-4 2.7 Execution of the Concession Lease Agreement ................................................... 2-4 2.8 Delivery of Proposals ........................................................................................... 2-5 2.9 Addenda ............................................................................................................... 2-5 2.10 Proposal Deposit .................................................................................................. 2-5 2.11 Information Provided ........................................................................................... 2-6 2.12 Conflict of Interest ............................................................................................... 2-6 2.13 Confidentiality/Public Records ............................................................................ 2-7 2.14 No Personal Liability ........................................................................................... 2-7 2.15 Proposal Limit ...................................................................................................... 2-7 2.16 Authority Rights................................................................................................... 2-7 2.17 Proposal Evaluation and Selection Process ......................................................... 2-8

3. PROPOSAL FORM....................................................................................................... 3-1

3.1 Cover Letter and Covenant to Execute Agreement ............................................. 3-2 3.2 Background Information, Experience and Financial Capability .......................... 3-2 3.3 Operating Experience........................................................................................... 3-33.4 Market Understanding ......................................................................................... 3-4 3.5 Concession Program Development and Implementation Plan............................. 3-4 3.6 Staffing, Property Management & Maintenance Plan ......................................... 3-6

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3.7 Marketing, Advertising and Promotion Plan ....................................................... 3-8 3.8 Customer Service Philosophy .............................................................................. 3-8 3.9 Facility Design and Construction Coordination .................................................. 3-9 3.10 Sustainability and Recycling Plan .................................................................... 3-11 3.11 Receiving and Distribution Program Plan ......................................................... 3-12 3.12 Security and Safety Plan ................................................................................... 3-13 3.13 Participation by Airport Concession Disadvantaged Business Enterprises ....... 3-14 3.14 Participation of Impacted Community Business Enterprises............................. 3-15 3.15 Financial Proposal .............................................................................................. 3-16 3.16 Confidentiality of RFP Information ................................................................... 3-18 3.17 No Collusion ...................................................................................................... 3-18 3.18 Respondent’s Submission Statement ................................................................. 3-18

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LIST OF ATTACHMENTS Logan Airport Gate Utilization ...............................................................................A-1 Airport-wide Passenger Activity.............................................................................A-2 Terminal Enplanements by Region .........................................................................A-3 Airline Scheduled Seats – August 6, 2015 and December 5, 2015 ........................A-4 Concession Premises ..............................................................................................A-5 Existing Subtenant & Sublease Information ...........................................................A-6 Concession Sales Information 2011-2015 ..............................................................A-7 Concession Gross Sales by Concept 2011-2015 ....................................................A-8 2013 Air Passenger Ground Access Survey Results...............................................A-9 Support Premises ....................................................................................................A-10 Grease Management Program ................................................................................A-11 Digital Passenger Information Program Specifications .........................................A-12 Digital Integration Data Flow Requirements .........................................................A-13 Terminal Airside Delivery Access Points Map .....................................................A-14 Information System Security General Standards ...................................................A-15 Sample Weekly Sales Form ....................................................................................A-16 Sample Monthly Certified Statement Forms ..........................................................A-17 Sample Annual Certified Statement Forms ...........................................................A-18 Guide to Tenant Construction, 2016 interim edition .............................................A-19 PROPOSAL FORMS Summary of Financial Statements .........................................................................B-1 Operating Experience Form ....................................................................................B-2 Leasing Plan ...........................................................................................................B-3a Projected Gross Sales by Space and by Terminal (Years 1 -10) ...........................B-3b Projected Gross Revenues, Rent & Percentage Fees - (Years 1 -10) .....................B-3c Allocation of Subleased & Operated Units .............................................................B-4 Concession RFP Labor Peace Certification Form .................................................B-5a Alternative Concession RFP Labor Peace Certification Form ..............................B-5b Cyber Security Questionnaire ................................................................................B-6 ACDBE Form ........................................................................................................B-7 Concession Premises Improvement Form .............................................................B-8 Annual Pro Forma Income Statement (Years 1- 10) .............................................B-9A-B Summary of Financial Offers..................................................................................B-10 Disclosure of Beneficial Interests Statement .........................................................B-11 Draft Concession Lease Agreement .......................................................................C-1

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CONCESSIONS PROGRAM

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1. GENERAL OVERVIEW

The Massachusetts Port Authority (the “Authority” or “Massport”), owner and operator of Boston - Logan International Airport (“Logan Airport” or “Logan”), invites Proposals (each a “Proposal”) from established and responsible business entities that have demonstrated expertise in concession development and management of major shopping centers, malls, airports, or other urban transportation centers (collectively “Respondents” or individually, a “Respondent”), for the non-exclusive rights, privileges and duties of an Airport Concessions Program Manager (“Concession Program Manager”), as further defined in this Request for Proposals (“RFP”) and the Draft Concession Lease Agreement (Attachment C-1). The Concession Program Manager shall be responsible to develop, lease, market and manage the Authority’s food & beverage, news, duty free and specialty retail concession program in Terminals A, B, C & E (the “Concession Program”). It is the Authority’s intention to award one Concession Lease Agreement for the Concession Program, but it reserves the right to select more than one Respondent, and to enter into more than one Concession Lease Agreement, to fulfill the duties of the Concession Program Manager. The Authority reserves the right to accept or reject any or all Proposals for any reason, to withdraw at any time, to amend this RFP at any time prior to the Proposal deadline, to initiate negotiations with one or more Respondents, to modify or amend with the consent of the Respondent, any Proposal prior to acceptance, to waive any informality and to effect any agreement otherwise, to re-issue this RFP without change or modification thereto, to issue a subsequent RFP with terms and conditions that are substantially different than those set forth in this RFP, or to cancel the RFP without issuing another RFP, all as the Authority in its sole judgment may deem to be in its best interest. 1.1 Project Background


Logan Airport serves as a gateway to the City of Boston and New England and serves as air travelers’ first impression of the region. Logan is situated principally in East Boston, approximately three miles from downtown Boston and adjacent to Boston Harbor. The total land area of the Airport comprises approximately 2,400 acres. In calendar year 2015, Logan handled approximately 33.4 million total passengers, including approximately 28 million domestic passengers and approximately 5 million international passengers. There were 16.7 million total enplaned passengers, of which 2.8 million were international enplaned passengers. Logan has four principal passenger Terminals with a total of 92 gates in active use. Logan Airport is served by 75 nonstop domestic destinations and 53 nonstop international destinations. Most of Logan’s international arrivals come through Terminal E for U.S. Customs and Border Protection processing. Some international flights, including various Canadian, Caribbean and Ireland flights, pre-clear U.S. Customs at their point of origin and arrive at domestic terminals. Several international flights depart from domestic terminals as noted below. 1.1.1 Goals It is the Authority’s intent to improve upon its high quality, first-class concession program that fully meets the needs and desires of the traveling public at Logan Airport with the highest level of customer service. The Authority wants to create a truly unique environment at Logan that incorporates innovative, cutting-edge tools and practices which reflect current and future trends in airport concessions. Further, the Authority desires to create a successful concessions program that incorporates new and emerging concepts and technologies to enhance customer experience and customer satisfaction. The following goals reflect the Authority’s commitment to improve upon a balance among three important characteristics of the Concession Program: providing competitively priced, high quality goods and services; maximizing the financial return to the Authority; and providing a reasonable return on investment to the Concession Program Manager and its subtenants. The Authority’s goals for the Concession Program include the following:

• Develop a creative and innovative, nationally recognized and award-winning

Concession Program.

• Increase customer satisfaction and spending with improved product choice and price points responsive to the needs and desires of customers, and excellent customer service.

• Enhance the economic well-being of the adjacent communities, Greater Boston and the New England region through increased participation in concession opportunities.

• Affirm the Authority’s commitment to developing Impacted Community Business

Enterprises (“ICBE”) by increasing ICBE participation in airport concessions through the award of subcontracts and in the procurement of materials, equipment, and services.


• Create opportunities that encourage Airport Concessions Disadvantaged Business Enterprises (“ACDBE”) in all aspects of the Concession Program.

• Create opportunities that encourage Minority-Owned Enterprises (“MBE”) and

Women-Owned Enterprises (“WBE”) in all aspects of the Concession Program, including procurement of materials, equipment & services.

• Provide flexibility to respond to changes in the airport, airline and retail industries over the term of the contract.

• Maximize net revenues to the Authority.

• Promote safety and security through the implementation of the Receiving and Distribution Program (defined herein).

• Ensure labor harmony through the adoption of a Labor Peace Agreement. 1.1.2 Minimum Qualifications Respondents shall, at a minimum:

a) Meet a minimum requirement of ten (10) or more years of continuous, comparable experience within the last (10) years in all of the following: development coordination, leasing, management and operation of three (3) or more multi-unit commercial retail projects in an airport or retail shopping center.

b) Must not have any pending, active or previous legal action that would, in the Authority’s sole judgment, prevent the Respondent from fulfilling the obligations of the Concession Lease Agreement.

1.2 Logan Airport Terminal Information Please note that all airline locations are not necessarily permanent and may change from time to time. Also, general site, sales and any other historical information is provided in this RFP for informational purposes only and is not guaranteed by the Authority. The Authority makes no representations or warranties that the information is accurate, complete, or timely. The furnishing of such information shall not create any obligation or liability on the part of the Authority whatsoever, and each Respondent expressly agrees that it has not relied upon such information and shall not hold the Authority liable therefor. Respondents are responsible for performing their own independent analysis as each such Respondent deems necessary or appropriate. 12.1 Terminal A Currently, Terminal A serves Delta Air Lines (except international arrivals), Southwest Airlines and WestJet. The Terminal includes a main Terminal and a satellite Terminal connected by a seven hundred foot underground pedestrian tunnel. The underground pedestrian tunnel has moving walkways for passenger convenience in both directions. Terminal A consists of 21 active gates.


In calendar year 2015, Terminal A handled over 6.9 million total passengers which represented approximately 21% of Logan Airport’s total passenger volume. Further, in 2015 Terminal A had over 3.5 million enplanements, of which 260,000 were international enplanements and 3.3 million were domestic enplanements. 1.2.2 Terminal B Currently, Terminal B serves the following carriers: American Airlines (except international arrivals), American Airlines Shuttle, Air Canada, PenAir, Spirit, United Airlines, and Virgin America. Terminal B consists of two piers with a total of 38 active gates. In calendar year 2015, Terminal B handled over 12.4 million total passengers which represented approximately 37% of Logan Airport’s total passenger volume. Further, in 2015 Terminal B had over 6.2 million enplanements, of which 290,000 were international enplanements and 6 million were domestic enplanements. 1.2.3 Terminal C Currently, Terminal C serves the following carriers: Aer Lingus, Alaska Airlines, Cape Air, JetBlue Airways, Emirates, Sun Country, and TAP Portugal. In addition to domestic flights, Terminal C serves flights to the Caribbean. Terminal C has four piers with 27 active gates. In calendar year 2015, Terminal C handled over 9.6 million total passengers which represented approximately 29% of Logan Airport’s total passenger volume. Further, in 2015 Terminal C had over 4.9 million enplanements, of which 530,000 were international enplanements and 4.4 million were domestic enplanements. In May 2016, the Authority completed the Terminal C to Terminal E connector project, that provides a post-security connection between Terminals C and E, on the second level (Departures) of those Terminals, allowing pre-cleared international arriving passengers to connect to departures from Terminal C and international departures in Terminal E, as well as enabling passengers to move to destinations in piers B and C of Terminal C. 1.2.4 Terminal E Currently, Terminal E serves all international flight arrivals that are not pre-cleared and most international departures. The international carriers that depart from Terminal E include: Aeromexico, Air Berlin, Air France, Alitalia, American Airlines (international arrivals only), British Airways, Cathay Pacific, Copa Airlines, Delta Air Lines (international arrivals only), El Al, Emirates (arrivals only), Eurowings, Hainan Airlines, Iberia, Icelandair, Japan Airlines, JetBlue Airways (international arrivals only), Lufthansa, Norwegian, Porter, Privatair, Qatar Airways, SATA, Scandinavian, Swiss, Thomas Cook Airlines, Turkish Airlines, Virgin Atlantic, and WOW Air. Terminal E consists of 13 active gates. In calendar year 2015, Terminal E handled over 4.4 million total passengers which represented approximately 13% of Logan Airport’s total passenger volume. Further, in 2015 Terminal E had


over 1.9 million enplanements of which 1.7 million were international enplanements and 220,000 were domestic enplanements. Terminal E A380 Accommodation Project The Authority is in the midst of a capital improvement project in Terminal E to accommodate the Airbus A380 aircraft. The project scope includes approximately 95,600 square feet of new construction, and renovation of existing space, within Terminal E. This project will provide for additional concessions space of approximately 5,500 square feet of area in Terminal E on the airside. It is anticipated that the new concessions units will be open to the public prior to the commencement of the Concession Lease Agreement. Logan’s Gate Utilization plan by carrier as of April 2016 is provided in Attachment A-1. A five-year history of Logan’s airport-wide passenger activity by Terminal is provided in Attachment A-2. Attachment A-3 provides international and domestic passenger enplanement information by carrier and region for each Terminal for calendar years 2011 through 2015. Attachment A-4 provides a summary of scheduled airline departure seats available (not actual passenger counts as provided in Attachments A-3 and A-4) by Terminal and by time of day for a typical high scheduled occupancy day (August 6, 2015) and a typical lower scheduled occupancy day (December 5, 2015). This information is useful in staffing and product planning for the concessions operators. 1.3 Existing Concession Program & Concession Premises The Authority currently has three lease agreements (each a “Master Concessions Lease”) with two concession developers which contain, collectively, approximately 190,000 square feet of existing concessions premises, including food & beverage, news & convenience, duty free, specialty retail and passenger services in Terminals A, B, C and E. There are currently approximately 160 individual concession locations in Terminals A, B, C and E. The concession premises that are included in this RFP and the Concession Program, (“Concession Premises”) consist of approximately 180,000 square feet and are identified in Attachment A-5. It is the Authority’s intention to transition the Concession Premises detailed on Attachment A-5 to the Selected Respondent in a staggered delivery schedule as the existing Master Concessions Leases expire. The Master Concessions Leases for the following Terminals will terminate on the following dates: Terminals B & E: June 30, 2017; Terminal C: December 31, 2017; and Terminal A: March 15, 2018. Thus, the Concession Premises in each Terminal will be added to the Concession Lease Agreement on the following dates (each a “Date of Beneficial Occupancy”): Terminals B & E: July 1, 2017; Terminal C: January 1, 2018; and Terminal A: March 16, 2018. It is the Authority’s intention to assign any sublease that is in effect on the Date of Beneficial Occupancy for each of the Terminals to the Concession Program Manager. Some of those subleases have terms which will exceed the aforementioned expiration dates of the Master Concessions Leases. The assignment agreement shall contain a section with respect to the Concession Program Manager’s non-disturbance of the subleases with term remaining. Subleases with terms exceeding the Master Concessions Leases, however, do include provisions which would allow the Successful Respondent the ability to terminate the sublease early,


provided the Successful Respondent pay to such subtenant an amount equal to the subtenant’s unamortized capital improvement costs (as further detailed in the sublease). Other subleases have terms which will be expiring on (or before) the aforementioned expiration dates of the Master Concessions Leases. Subtenants choosing to remain under those subleases will have a month-to-month tenancy. Those subleases will also be included in the assignment agreement; however, it is expected that the Successful Respondent will negotiate new subleases for those concession spaces, either with the existing subtenant or a new subtenant, as soon as practical after the award of the Concession Lease Agreement. Attachment A-6 provides a summary, by Terminal, of the individual concession concepts, and select sublease information including space number, subtenant corporate and D/B/A names, term start and end dates, gross sales information, size of unit, minimum and percent rent paid in 2015. Attachment A-7 provides, Airport-wide and by Terminal, the gross sales, sales per enplanement (“SPE”) and sales per square foot by category for calendar years 2011 through 2015. Attachment A-8 provides gross sales by concept and by concession space, by month for calendar years 2011 through 2015. 1.3.1 Terminal A The concessions program in Terminal A is currently under a Master Concessions Lease which commenced in 2004 and will expire on March 15, 2018. There is approximately 33,000 total square feet of concessions space and in calendar year 2015 the Terminal A concessions program generated $33,720,474 in gross sales with an SPE of $9.48. 1.3.2 Terminal B The concessions program in Terminal B is currently under a Master Concessions Lease which commenced in 2000 and will expire on June 30, 2017. There is approximately 56,000 total square feet of concessions space and in calendar year 2015 the Terminal B concessions program generated $60,575,793 in gross sales with an SPE of $9.75. 1.3.2 Terminal C The concessions program in Terminal C is currently under a Master Concessions Lease which commenced in 1999 and will expire on December 31, 2017. There is approximately 51,000 total square feet of concessions space and in calendar year 2015 the Terminal C concessions program generated $51,265,928 in gross sales with an SPE of $10.35. 1.3.3 Terminal E The concessions program in Terminal E is currently under a Master Concessions Lease which commenced in 2000 and will expire on June 30, 2017. There is approximately 40,000 total square feet of concessions space and in calendar year 2015 the Terminal E concessions program generated $44,748,099 in gross sales with an SPE of $33.36. In addition, as stated in Section 1.2.4 above, the Authority is in the midst of a capital improvement project to enable Terminal E to accommodate the Airbus A380 aircraft. Included in


the scope of this project is approximately 5,400 square feet of concessions premises that will be developed starting in the fall of 2016. These new concession premises will be included in the Concession Program. 1.4 Passenger Demographics The Authority conducted the 2013 Logan Airport Air Passenger Ground-Access Survey in April-May 2013 (specifically, on each of the 14 days between Tuesday, April 23 and Monday, May 6, 2013). Only departing air passengers (no connecting passengers) were surveyed, and only in the gate lounge areas. Massport used a self-completion questionnaire intended for distribution to all eligible passengers assembled in the gate areas for sample flights, and collected completed questionnaires from most of them before departure. Surveys were distributed to passengers on 209 flights, yielding over 8,700 useable responses. Results from Logan Airport’s 2013 Air Passenger Ground Access Survey are provided in Attachment A-9.

The Authority recently completed the fieldwork for the 2016 Air Passenger Ground-Access Survey and is currently in the process of compiling and analyzing the data. It is anticipated that the summarized results will be available in late 2016. 1.5 Role of Concession Program Manager 1.5.1 General The Concession Program Manager will be responsible for: the overall management of the Concession Program, including: (1) the development of a Concession Plan for the redevelopment of the Concession Program; (2) the implementation of an Interim Concession Plan that meets passenger demands and maintains services during construction of the Concession Program; and (3) the ability to manage all aspects of the Concession Program, including developing the concession mix, negotiating leases with the concession operators, managing the construction process, including tenant fit-out and coordination of all concession construction with the Authority, operations management, and marketing of the Concession Program. The Concession Program Manager must manage the Concession Program in such a manner as to meet the Authority’s goals and objectives and provides for independent oversight of the Concession Program in terms of daily operations, leasing opportunities and financial oversight. If Respondent elects to operate any portion of the Concession Program, it must, in Section 3 of this RFP demonstrate how it will manage and lease the Concession Program in an impartial and unbiased manner. The responsibilities of the Concession Program Manager selected for this opportunity will include, without limitation:

• The development of a comprehensive Concession Program that fully meets the Authority’s stated goals and objectives;

• The development and implementation of a Concession Program to meet the staggered turnover of the Concession Program;


• The development and implementation of an interim concession program that fully meets passenger demands and maintains continuous services during the redevelopment of the Concession Program;

• The ability to manage all aspects of the Concession Program in a manner that is fair and neutral with all operators, including developing the concession mix and negotiating subleases with the concession operators;

• Management of the construction process, including base building construction, subtenant fit-out and coordination of all concession construction with the Authority;

• Management of all aspects of property management, including but not limited to, monitoring the sales activity, daily operations, pricing, customer service, hours of operation, merchandise, sales reporting, and payment of rent;

• Management of all accounting and billing functions for subtenants including collections of any payments owed directly to the Authority;

• The development and implementation of a marketing and promotions program to enhance concession sales and customer satisfaction;

• Compliance by the subtenants of all terms and conditions of the subleases; and • The management of all accounts receivable tasks; • Assurance of the highest level of customer service; keep and maintain the Concession

Program in a first-class appearance; and • Maintenance of the Concession Premises in a clean, neat, sanitary and safe condition

in accordance with the Concession Lease Agreement and all applicable health, fire and building code requirements.

1.5.2 Limitation on Ownership and Operation of Concession It is the Authority’s desire to create a Concessions Program that will foster an environment of high-quality offerings that provide maximum customer services to the traveling public and thus optimize sales and revenue. The Authority has determined that the Concession Program Manager is limited to owning and operating up to 35% of total food and beverage Gross Receipts (as defined in the Draft Concession Lease Agreement) or no more than 40% of the overall Gross Receipts in the Concession Program. 1.5.3 Development of Concession Program The Authority expects the Concession Program Manager to create distinct Concession Programs for the respective Terminals reflecting the terminal-specific passenger needs, demographics and building architecture. The Concession Program should convey, through architectural elements and the appropriate mix of local, regional, national, and international concepts, a sense of place distinguishing this Concession Program from other similar programs around the country. The Authority is seeking a Concession Program that provides first-class service and fully meets the needs of the Logan Airport customers, while maximizing the sales potential of this market. In addition, the Authority expects a program that is cutting-edge and which includes creative concepts new to the airport concession industry. The stores should provide products and services at a positive price/value relationship and should constantly strive to be at the forefront of changing trends in the industry.


Respondents are encouraged to assess the overall use of the space for highest and best use in developing the Concession Program. The Authority does not anticipate that the Selected Respondent would have a significant capital investment in base building construction. The areas of investment that the Authority foresees in the Concession Premises include renovations to the finishes and furniture in the food courts or any subdivision of existing concession units. 1.5.4 Concession Concepts The Concession Program Manager will be required to prepare a comprehensive concession development plan, as further described in Section 3. This plan should describe with specificity the strategies for achieving the Authority’s goal of creating a first-class Concession Program. It is the Respondent’s responsibility to develop the concession concept mix for each Terminal which shall include but not be limited to local, regional, national and international concepts in the following categories: food and beverage program including full services restaurants, bars, quick serve and grab and go concepts, news and convenience program, specialty retail program, duty free program and specialty services program. Please note that a minimum of one food and beverage concept and one news & convenience store in each Terminal (and each pier of Terminal B) will be required to remain open 24 hours per day under the Concession Program. Respondents are asked in Section 3 to identify the specific units that will fulfill this requirement. 1.5.5 Tenant Mix The Authority has an important role as an economic development engine and as a gateway to the City of Boston and New England. The Authority wishes to present the cuisine, products and brands of the region as well as nationally recognized brands and concepts to the public. All Proposals should seek to incorporate these aspects into the Concession Program. Respondents are required to provide a list of potential subtenants for each concession location in each terminal in accordance with Section 1 of this RFP. The subtenant list should include a mix of locally, nationally and internationally recognized tenants. Respondents will be required to demonstrate in Section 3 of this RFP their ability to secure the list of subtenants should they be awarded the contract rights for the Concession Program. Respondents are encouraged to develop, as part of their Concession Plan, a program for inclusion of local businesses, including local franchisees of nationally known companies. The Authority recognizes that concessions operators typically have a list of proprietary airport brands within their portfolio. Respondents should propose a strategic mix of local and national brands and limit the number of proprietary brands in order to best meet the Authority’s goals and objective of the Concessions Program. 1.5.6 Leasing Plan Respondents are required to submit a proposed subtenant plan for the Concession Program (collectively, the “Subtenant Plan”) which will serve as an important basis for the evaluation of Proposals. Respondents shall include, on Form B-3a in the Leasing Plan a list of three (3) proposed subtenants for each concession location or indicate if a particular location will be operated by the Respondent. The Concession Program Manager shall be required to secure and enter into a sublease with one of the three subtenants it proposed for those concession locations that are available to sublease within two (2) years of the Commencement Date (July 1, 2017). As part of the Subtenant Plan, Respondents must submit a list of ACDBE firms (which have


already been certified by the Authority) sufficient to demonstrate a good faith effort to meet the ACDBE Participation Goal outline in Section 1.11.4 below. (See Section 11.11.4 and Form B-7 for more information.) The Subtenant Plan should provide the outline and proposed structure of a sublease. The outline should identify all key terms of the sublease, including term of the sublease, capital investment of subtenant, and merchandising plan. In addition, Respondents should provide a narrative discussion of the criteria which will be employed in the subtenant selection process and the process by which subtenants will be changed in response to changes in market conditions or substandard sales performance. Respondents must be able to demonstrate that they will take an active role to ensure that the subtenant mix is constantly capable of meeting the changes in demographics and Logan Airport patron preferences Respondents shall submit a form of sublease for review and approval by the Authority. The Authority shall retain the right to approve a form sublease submitted by the Concession Program Manager and the sublease for each subtenant pursuant to the terms of the Concession Lease Agreement to be entered into by the Authority and the Concession Program Manager. The final Subtenant Plan and sublease, including hours of operation, pricing, customer service and other performance standards, will be consistent with the terms of the Concession Lease Agreement. The Concession Program Manager shall submit for the Authority’s approval, within sixty (60) days of contract award notification as evidenced by a letter from the Authority stating the same, a Concession Plan for the Concessions Program which shall include an interim plan which ensures continuous concession services for the passengers, including a phasing plan detailing which units remain open and which units are closed for construction (the ”Interim Plan”); and a permanent plan identifying the types, size, designated location, configuration of each concession, recommended concepts/brands and tenant/operators for each concession (the “Permanent Plan”) and a Subtenant Plan that shall identify the types, size, designated location, configuration of each concession, recommended concepts/brands and tenant/operator for each concession. The Authority reserves the right to approve the Concession Plan and to direct Concession Program Manager to alter or modify said plans. 1.5.7 Product Selection/Merchandising Strategy The Authority is interested in offering the traveling public the highest standards of service within the industry. Airport retailing is now geared toward a more contemporary style with international, national, local, regional names and products targeted specifically to the market segments served. Respondents should use their expertise in creating a Subtenant Plan that provides a mix of high quality food/beverage, news, and specialty retail products. In Section 3 of this RFP, Respondents shall be required to support their proposed subtenant and product/merchandise mix with market research data. 1.5.8 Future Concession Premises After the effective date of the Concession Lease Agreement, the Authority may identify space for future concession development in areas not part of the Concession Premises. The Authority may request the Concession Program Manager to lease and manage this space, subject to the Authority’s approval of the proposed use and negotiation and execution of a written amendment to the Concession Lease Agreement. The Authority also reserves the right to issue additional requests for proposals, requests for bids, or directly negotiate with other parties to develop such


space. Concessionaire shall have no exclusive right to lease such space. The Authority will also retain the right to reclaim or relocate premises during the term of the Concession Lease Agreement, as needed for Airport development, security issues, or other Authority needs as detailed in the Draft Concession Lease Agreement. 1.5.9 Support Premises The Authority encourages Respondents to limit the amount of support space on airport, and to also explore off-site storage through the development of the Receiving and Distribution Program to service its subtenants. The Receiving and Distribution Program is further described in Section 1.8 of this RFP. Respondents will be asked in Section 3 of this RFP how they will address the storage and delivery of merchandise for their subtenants, including how they will handle security requirements. Recognizing that some on-site support and storage space is required to support the Concession Program, the Authority has identified approximately 24,000 square feet of Support Premises as shown in Attachment A-10. As you will note on the plan, the Support Premises are distinguished between storage space (green color) and office space (pink color). The office space is currently occupied by the existing developers and will become available to the Selected Respondent upon the Date of Beneficial Occupancy of the particular Terminal. Additional rent will not be charged for the portions of the office space that the Concession Program Manager utilizes for their office/administration functions. The storage space is currently occupied by existing subtenants and will be leased during the term of their subleases. As these sublease agreements expire and as new subtenants are transitioned into the Concession Program, the storage space will become available and it is the responsibility of the Concession Program Manager to develop a leasing plan for the storage space to ensure equitable distribution of the storage space to the subtenants. Further, as the storage space becomes available under expiring sublease agreements, additional rent will not be charged for this storage space. The Support Premises is to be used solely to support the Concession Program and for no other use. The Authority reserves the right to relocate the Support Premises at any time during the term of the Concession Lease Agreement. In Section 3 of this RFP, Respondents shall identify: 1) the amount of on-airport Support Premises they will require in each Terminal, up to the maximum available square feet as set forth above; 2) the intended use of the Support Premises distinguishing between storage space and office space; and 3) demonstrating that the desired support space adequately supports the Concession Program. 1.5.10 Condition of Premises The Concession Program Manager shall assume control of the Concession Premises, as set forth in this RFP, in “as is” condition and shall assume all costs and responsibilities associated with the redevelopment and build out of the Concession Premises. 1.6 Concession Program Operations 1.6.1 Hours of Operation


The Airport is open twenty-four hours per day, 365 days per year. The Airport is busy during hours before and after traditional shopping hours. The Authority expects that the Selected Respondent’s subtenants’ concession services will be readily available to the traveling public. For these reasons all concession facilities shall be operated seven days a week, three hundred sixty-five (365) days a year. Specifically, concession units must be open for a minimum of 60 minutes prior to the earliest daily outgoing flight and 30 minutes prior the last daily outgoing flight. In addition, one 24 hour news stand and one 24 hour food/beverage operation in each Terminal (and each pier of Terminal B) must be available. The operation should be structured to ensure flexibility to meet changes in airline traffic from seasonal factors, weather delays, and changing airline schedules. The Concession Program Manager shall ensure that the Concession Program is open during the hours directed by the Authority, provided that if passenger traffic conditions, flight scheduling, flight delays, weather, or other considerations make it necessary, the Concession Program shall be open at times not then scheduled. The Concession Program Manager shall develop a plan to promptly inform subtenants of any changes in hours of operation. Liquidated damages, as provided in the Draft Concession Lease Agreement, will be assessed to the Concession Program Manager should it or any of its subtenants fail to meet the minimum required operating hours. 1.6.2 Minimum Mandatory Staffing Levels The Concession Program Manager shall be required to have as a minimum the following staff positions on site in accordance to the Staffing Plan to be approved by the Authority and on call 24 hours/day. In addition, the Authority will be involved in the selection process of these key management positions.

1) One (1) Resident General Manager shall be required to be on-site to manage the overall Concession Program (minimum 40 hrs./week). 2) Four (4) Resident Terminal Managers, one each for Terminals A, B, C and E - Full time (minimum 40 hrs./week) – A minimum of one (1) of these Resident General Managers shall be required to be on-site during the concessions’ primary operating hours which are a minimum of 60 minutes prior to the earliest daily outgoing flight and 30 minutes prior the last daily outgoing flight, as further described in Section 1.6.1 above. 3) Two (2) Facilities Managers - Full time (minimum 40 hrs./week). A minimum of one (1) of these Facilities General Managers shall be required to be on-site during the concessions’ primary operating hours which are a minimum of 60 minutes prior to the earliest daily outgoing flight and 30 minutes prior the last daily outgoing flight, as further described in Section 1.6.1 above. 4) One (1) Accounts Receivable/Payable Manager - Full time (minimum 40 hrs./week). 5) One (1) ACDBE program facilitator – Full time (minimum 40 hrs./week). 6) One (1) Subtenant Design and Construction Coordinator - (minimum 40 hrs./week).


7) Concessions Program Marketing Manager. 8) Concessions Program Leasing Manager.

The Authority reserves the right to require Concession Program Manager to remove and replace any Resident General Manager or other staff who, in the Authority’s reasonable judgment, does not perform up to standards consistent with the fulfillment of the Concession Program Manager’s obligations and responsibilities under the Concession Lease Agreement. The Airport is often busy during non-traditional working and shopping hours. The Authority expects that the Concession Program Manager shall develop an employee work schedule reflective of the peak operating periods for the Terminals to fully meet the needs of customers. Concession Program Manager’s staff shall also be equipped with communications devices (e.g. cell phones, tablets, etc.) as directed by the Authority to provide direct communication with the Authority’s staff. 1.6.3 Street Pricing The Authority is committed to offering goods and services at a price/value relationship consistent with food and beverage establishments at comparable locations in the Boston and Greater Boston area (herein agreed to include the area within Massachusetts Route 128). The prices (herein “Street Prices”) charged within the Concession Program shall be comparable to the prices charged for such food and beverage, news and specialty retail locations as those found at the Cambridgeside Galleria, Copley Place, Faneuil Hall, Newbury Street, and Prudential Center Shops or at other regional malls, shopping centers, or other appropriate retail complexes and transportation centers, located in the Boston and Greater Boston area, as approved by the Authority. Hotels, hotel gift shops, hospitals, sports and entertainment complexes, and other airport locations are expressly excluded from the list of comparable locations. The Authority has the right to allow locations outside of the Boston and Greater Boston areas or to allow a letter from the manufacture (on its letterhead) with the suggested MSRP, on a case by case basis. The Concession Program Manager shall, and shall cause its subtenants to, comply with these Street Pricing requirements, and the Concession Program Manager shall monitor and enforce compliance with the Authority’s Street Pricing requirements. The Concession Program Manager shall submit to the Authority, on an annual basis, a street pricing report, as further described in the Draft Concession Lease Agreement, demonstrating compliance by its subtenants with the Authority’s Street Pricing requirements. The Concession Program Manager shall provide the Authority with a complete list of its and its subtenants’ current product availability and price list on an annual basis but will spot check such prices, from time to time, on a quarterly basis. This information shall be provided in both printed form and in an electronic format reasonably acceptable to the Authority. The Street Price for a good or service shall be the regular price of the good or service charged at off-Airport, comparable locations, determined as follows, unless common branded goods are sold at premium prices at such locations in which event the price charged for such common


branded goods shall be the average non-discounted prices charged for such goods at three (3) locations in the Boston and Greater Boston area: (1) If an entity of the same business, franchise or trade name as the

Concession Program Manager’s subtenant operates in a non-Airport location(s) in the Boston and Greater Boston area, the Street Price shall be the average price of the good or service at up to three (3) such non-Airport location(s).

(2) If an entity of the same business, franchise or trade name as the

Concession Program Manager’s subtenant does not operate within the Greater Boston area, the Street Price shall be the average of the regular price of the good or service at the nearest comparable entities (up to three) of the same business, franchise or trade name, as determined by the Authority.

(3) If a good or service is not available from an entity of the same business,

franchise or trade name as stated in subparts (1) and (2), the Street Price shall be the average of the regular prices of three (3) separate businesses, of comparable nature, ambiance and product and service lines, at acceptable street locations or such other locations, as determined by the Authority.

(4) If the Concession Program Manager’s subtenant is a franchisee of an

entity with a national pricing structure which is identical for all franchisees or outlets, the Street Price shall be the same as the national pricing structure.

1.6.7 Employee Discounts Logan Airport has approximately 20,000 employees. The Concession Program Manager and/or its subtenants shall be required to offer, at a minimum, a ten percent (10%) discount on food and non-alcoholic beverage items to Logan Airport employees. The Authority will not require a discount on other products (i.e. news, convenience, gift, books, etc.); however, an employee discount program may be proposed as a part of the marketing program. Respondent shall clarify its position regarding employee discount programs for non-food and beverage items, as required in Section 3 of this RFP.

1.6.8 Alcoholic Beverage Service Policies Respondents shall be required to demonstrate that they, or their proposed subtenants, are knowledgeable and have an understanding of the applicable laws governing the sale of alcohol in the Commonwealth of Massachusetts and have the ability to obtain a license to sell liquor, through the Licensing Board for the City of Boston. Further, the Authority expects its food and beverage concession operators, as responsible holders of liquor licenses, to maintain an effective program for the handling and sale of alcohol and to adhere to all applicable regulations concerning same. The sale of alcoholic beverages is required as part of the food and beverage Concession Program. 1.6.9 Grease Management Program


Logan Airport has a Grease Management Program, pursuant to which the Authority contracts with a separate company to service all food and beverage concession tenants at the Airport. The purpose is to maintain the Airport’s food and beverage concession grease traps, along with the collection, removal and disposal of fryolator oil and fats thereby decreasing and minimizing plumbing-related issues. The Authority anticipates continuing the Grease Management Program in the future and all cost associated with the cleaning of grease traps and the collection, removal and disposal of fryolator oil will be the responsibility of the applicable subtenants. Please refer to Attachment A-11 for more details on the current cost structure and cleaning and oil removal schedules. 1.6.10 Recycling The Selected Respondent shall, at a minimum, be required to comply, and cause the subtenants to comply, with all applicable recycling laws and requirements. The Authority encourages innovative recycling programs that extend beyond the minimum requirements. Requirements include, but are not limited to:

• Recyclable Materials: All tenants and sub-tenants are required to separate recyclable materials in compliance with the Massachusetts Solid Waste Facility Regulations (which can be found at 310 CMR 19.017). The Concession Program Manager will ensure that all recyclable items are placed in the proper recycling dumpsters. Recyclable Materials include, but are not limited to: aluminum, metal or glass containers, single polymer plastics, recyclable paper, and cardboard.

• Organic Material: All tenants and sub-tenants are required to separate organic

material/food waste in compliance with the Massachusetts Solid Waste Facility Regulations. The Concession Program Manager will ensure that the organic material/food waste program shall be fully implemented at all food and beverage locations.

1.6.11 Customer Service Minimum Standards & Reporting The Concession Program Manager must ensure that service is provided at all times by trained employees who are efficient, polite, neatly attired with name tags, hospitable and professional, and who fully understand their retail products, menu offerings and the role of Logan Airport in hosting the traveling public. The Concession Program Manager shall develop, implement and manage a customer service monitoring program which will include, at a minimum but not limited to, the implementation of a secret shopper program on a quarterly basis, the development of operational standards and operation inspection audits. The Concession Program Manager shall be required to institute and maintain records that will provide their customer responses and business plans that evaluate performance trends. At the request of the Authority, the Concession Program Manager will participate in designated customer focus groups and terminal services meetings. The Authority may require the Concession Program Manager to review and/or re-administer their customer service standards,


which can include: promotional campaigns, operational practices, training initiatives, reporting efficiencies and facility maintenance that will meet the Authority’s required quality performance standards. 1.6.12 Concession Monitoring The Selected Respondent will be responsible for managing all aspects of the individual sublease agreements to ensure that all subtenants comply with terms and conditions of the subleases and all applicable provisions of the subleases including but not limited to all federal, state and local laws, permitted uses, pricing, insurance requirements, reporting, cash handling, facility maintenance, and performance and operating standards. While it is the Concession Program Manager’s contractual responsibility to manage the concession operation, the Authority maintains the right to monitor and enforce quality standards for its concessions operators. Areas for review will include, but not be limited to: cleanliness, maintenance of facility and all concessions common areas (i.e. food court seating areas), attractiveness of decor, attire and demeanor of employees, adequacy of staffing, selection of products, quality of food and service, hours of operation and comparative pricing. The Authority will report any deficiencies to the Concession Program Manager both verbally and in writing. These deficiencies must be corrected to the satisfaction of the Authority’s representative within a reasonable amount of time. In addition, quality and price standards stipulated in the Proposal shall be contractually binding. Respondents should expect that all the terms of their Proposal, as established at the time of award, will be included in the Authority’s ongoing concession monitoring, and more specifically, will be a component of the Concession Lease Agreement. The following is an example of what the Authority deems as a reasonable amount of time for corrective action:

Mechanical equipment failure 48 hours Uniform/Name Tag deficiencies 24 hours Failure to open/close at posted times 24 hours Deficient performance of premises cleaning 24 hours

1.6.13 Managers’ Meetings At a minimum, monthly managers’ meetings will be held between the Authority and the Concession Program Manager to review the performance of the concession program including both operations and financial performance. The Concession Program Manager shall provide a written report detailing the gross sales by Terminal, by category, specific concept for the applicable month and a year to date total. Further, the report shall contain information on operational issues; ACDBE sales activity, ACDBE goal status, and ACDBE certification updates for applicable subtenants; marketing efforts and results; customer service audits; and subtenant training.

1.6.14 Airport Training Programs The Authority may require the Selected Respondent and its subtenants to participate in Airport Training Programs (including, but not limited to, security and customer service training programs), at no expense to the Authority.


1.7 Digital Signage and Directory Services Requirements The Authority’s Information Technology department has focused on creating a synchronized digital experience for Logan Airport’s passengers. The digital experience encompasses the “massport.com” and “flylogan.com” mobile websites and the Airport wide digital signage program.

The Authority’s existing websites, massport.com and flylogan.com, were designed and launched in 2010. In 2015, the site averaged 1.66 million page views with about 346,000 users per month. Approximately 90% of activity is related to Logan Airport. Internal requests for content are handled by Massport’s Web Content Manager and made using a Content Management System.

The Authority’s airport wide digital signage program, the Digital Passenger Information Program (“DPIP”) has installed all different types of signs to improve the customer experience across facilities at Logan Airport across facilities by providing relevant information in a focused and cohesive digital system. Attachment A-12 provides the standard specifications of the Authority’s DPIP.

The Authority’s websites and DPIP display interactive directories of the airport property that include various digital assets managed by a Directory Management Studio (DMS). For more information please visit http://artofcontext.com/dms/. All of our airport property data (including concession information) is available to the public via our application development center and real-time feeds. For more information please visit http://www.massport.com/about-massport/resource-center/application-development-center/.

The Selected Respondent will be required to integrate the concession data information to DMS. The integration will require an approval flow process. Attachment A-13 provides the data flow for the integration.

1.7.1 No Advertising In terms of static marketing or signage at the Concession Premises, the Selected Respondent may not place any corporate signs, symbols, advertising or the like, on the exterior of the concessions or on any part of the building outside the concession locations, without the prior written consent of the Authority (which may be withheld in the Authority’s sole discretion). The installation of any such marketing material will be reviewed and approved through the TAA process defined in Section 1.17.4. The Selected Respondent acknowledges that a separate contract for advertising at Logan Airport is in effect, and that all signage, including promotional material and activities of the Selected Respondent whether or not in connection with its business at the Airport, may be subject to its provisions. The Selected Respondent will work with the Authority in establishing appropriate signage standards and guidelines which enhance the overall appearance and operation of the Concession Program. 1.8 Airport Deliveries/Receiving and Distribution Program The Selected Respondent will be expected to develop and implement a receiving, security inspection/screening and terminal distribution program, herein the Receiving and Distribution Program (“RDP”) that meets or exceeds all Transportation Security Administration (“TSA”)

http://artofcontext.com/dms/

http://www.massport.com/about-massport/resource-center/application-development-center/

http://www.massport.com/about-massport/resource-center/application-development-center/


requirements, as part of the Concession Program. The Authority will not allow any deliveries for the Concession Program at the Terminal curbs. All deliveries including food, beverage, merchandise, alcohol, bonded duty-free merchandise, supplies and other items, as well as merchandise returns and small package deliveries and pickups, referred to collectively as “Product”. The customers serviced by the RDP are collectively referred to as “Terminal Recipients.” The Selected Respondent shall be sensitive and responsive to the safety and security factors which are of paramount importance to the Authority. The Selected Respondent is expected to include security as a primary consideration in all aspects of its planning and to describe the steps it will take to ensure the security and safety of the operations relevant to this RDP. The three primary goals of the RDP are as follows:

1) To eliminate deliveries at the Terminal curbs;

2) To implement an effective and on-time security inspection/screening program that complies with all applicable Transportation Security Administration (“TSA”) regulations and Security Directives (“TSA Requirements”) in effect at any time during the term of the Concession Lease Agreement; and

3) To provide an airside Terminal delivery system that maintains product chain-of-custody

sufficient to satisfy TSA demands, standards and requirements; minimizes airside vehicle traffic at the airfield security gates; and does not impede or adversely affect airfield operations.

The Selected Respondent shall ensure inspection/integrity of all Product from receipt through delivery to the Terminal Recipients. All Product shall be screened prior to delivery to the Airport in full compliance with all applicable TSA Requirements. All Product shall be delivered using the airside security gate(s) designated for that purpose by the Authority, and then delivered airside to the Terminal Recipients, including airside and landside concessions units, and/or airside and landside storage units. A plan indicating the existing airside delivery access points in each Terminal are included in Attachment A-14. All equipment used by the Selected Respondent, including delivery vehicles, shall be new in appearance, and in good operating condition. The Authority reserves the final right of approval or disapproval of all equipment, including vehicles and the branding on the vehicles, prior to the commencement of the Concession Lease Agreement. Further, the Authority reserves the right to require the Selected Respondent to replace any equipment, including vehicles, that does not meet the Authority’s standards in terms of appearance and function. The implementation of the RDP is expected to be done on a time-sensitive basis to ensure timely and secure delivery, minimal damage or loss, and to meet the business and operational needs of all Terminal Recipients. The Concession Program Manager shall work to minimize the number of delivery-vehicle trips to the Airport.


1.9 Insurance Requirements The Authority will require the Concession Program Manager to provide at its own cost (a) commercial general liability insurance (including coverage against bodily injury and product liability) with limits of not less than Ten Million Dollars ($10,000,000) combined single limit per person and per accident or occurrence and for property damage liability per accident or occurrence; (ii) automobile liability, bodily injury and physical damage insurance with limits of not less than Ten Million Dollars ($10,000,000); (iii) all risk property insurance for the full replacement cost of the insured property; (iv) workers compensation insurance, as statutorily required, and employer’s liability insurance of One Million Dollars ($1,000,000); (v) if applicable, liquor liability insurance with limits of not less than $5,000,000 per occurrence, $25,000,000 in the aggregate; (vi) during construction or alteration of any Improvements (as defined in the Draft Concessions Lease Agreement), all risk builder’s risk insurance against loss or damage on a completed value basis, from such hazards and in such amounts as the Authority may reasonably require; (vii) commercial crime insurance covering acts of employee dishonesty, theft or fraud with a minimum single limit of One Million Dollars ($1,000,000); and (viii) if applicable, pollution legal liability insurance with limits of not less than One Million Dollars ($1,000,000). The Massachusetts Port Authority, its members, officers, employees and agents shall be named as additional insureds under any policy of liability insurance on a primary basis and all such insurance shall be subject to commercially reasonable deductible amounts. In addition, the Concession Program Manager shall at its own cost provide such other insurance policies as may be required in the Draft Concession Lease Agreement. 1.10 Security The Selected Respondent and the Concession Program must be sensitive and responsive to the safety and security factors which are of primary importance in today’s airport environment. Respondents will be expected to include security as a primary consideration in all aspects of their concession planning and to discuss the steps they plan to take to enhance the security of its subtenant concession premises. Before commencement of operations, the Selected Respondent shall be required to schedule a meeting with the Aviation Security Unit to establish badging needs, areas of access and any driving/vehicle permit requirements. The Selected Respondent shall conduct all its activities at the Airport in compliance with the Airport Security Program, which is administered by the Authority’s Aviation Security Unit. The Selected Respondent will also follow all established rules set forth by the Authority’s Rules and Regulations as well as regulations required by the TSA. With the breadth and scope of cyber threats growing at an unprecedented rate, it is imperative that the Authority’s business partners recognize and mitigate the risks associated with these threats. Respondent, and its subtenants, will be expected to recognize these threats and comply with regulations, standards, and best practices in this critical area. The Successful Respondent will be expected to comply, in every respect, with state and federal rules and regulations, including, but not limited to, the Massachusetts 201 CMR 17.00 “Standards for the Protection of Personal Information of Residents of the Commonwealth,” and Federal Regulation Title 49 C.F.R. Part 1520 for the safeguarding of Sensitive Security Information (SSI) relating to all modes of transportation.


The Selected Respondent shall comply with the Authority’s Information System Security General Standards, included in this RFP as Attachment A-15 and implement safeguards to protect against disclosure or misuse of Authority data in their care and custody, and shall promptly notify the Authority if there is any breach or suspected breach of Authority or business partner systems. The Selected Respondent shall have a program in place to ensure subtenant concessions are in compliance as well.

The Selected Respondent will be required to submit a Security Plan which includes, but is not limited to, the following cyber security measures:

• The Selected Respondent shall develop and implement a Cyber Security Plan, for itself and subtenant concessions, incorporating information security standards to ensure the proper protocols and procedures safeguarding information systems and protecting all protected information (as provided in the Draft Concession Lease Agreement). The plan will be subject to review and approval by the Authority. Refer to the Information System Security General Standards for outline of general standards for information system security.

• The Selected Respondent shall develop and implement a Cyber Security Training Program, for itself and subtenant concessions, that includes regular and periodic training of its staff concerning: (1) security; (2) implementation of the Responder’s information security program; and (3) the importance of personally identifiable information (“PII:) and SSI safeguards.

As part of the response to this RFP, the Respondent is required to complete the Cyber Security Questionnaire Form B-6 and return it in the Proposal package.

1.10.1 Airport Security Badging Process The Authority’s Aviation Security Unit is responsible for monitoring compliance with the safety and security regulations of Massport (which can be found at 740 CMR 30.00) and the TSA (which can be found at 49 CFR Part 1542 and 1540). Under these mandatory regulations, the Authority maintains an Airport Security Program to control individual and vehicular access to the restricted/secured areas of Logan Airport. These restricted areas include Sterile Areas and Security Identification Display Area (“SIDA”) (as each is defined in the TSA regulations). All individuals working at Logan Airport must obtain an airport ID badge and have it displayed as outlined in Massport’s Security Badge Office Rules and Regulations. All persons applying for an airport ID badge must complete a Fingerprinting and Badge Application and submit to a fingerprint-based Criminal History Record Check (“CHRC”) and Security Threat Assessment (“STA”). Fingerprints and information on the application are sent electronically to federal agencies (e.g. FBI, TSA) responsible for vetting individuals. The Airport’s Security Badge Office must receive proper clearances prior to the issuance of any airport ID badge. Each sponsor company and individual is responsible for maintaining control and custody of airport-issued ID media, and will be subject to Massport and government sanctions for improper use and non-compliance. A SIDA badge is the property of Massport and must be immediately


returned to the Security Badge Office or the company’s authorized signatory upon expiration, termination, or upon the request of Massport. Failure to do so may result in a fine and/or other sanctions. Each sponsor company will be required to have at a minimum of one authorized signatory. An Authorized Signatory is a designated representative authorized to sponsor individuals and request airport ID media from the Security Badge Office. The Authority requires all persons who work in the SIDA to wear and display on his or her outer garment an approved Massport security badge. This requirement pertains to all employers, including, Massport, tenants, air carriers, service organizations, and contractors whose employees require access to restricted areas of Logan Airport. Specific Security Badge and Vehicle Permit requirements are provided below. The Selected Respondent will be required to conduct audits of SIDA badges for each of its tenants on a monthly and quarterly basis. Monthly audits must be conducted randomly and at a minimum of 20% of all badges. Quarterly audits must be conducted for 100% of all badges. Aerodrome Ramp and Apron Vehicle Permits are required for all vehicles operating on the Air Operations Area (“AOA”). Permit applications are processed through and permits are issued by the Authority’s Parking Violations Office. The completed application must include a copy of a valid vehicle registration, safety inspection report issued by a state certified inspection service and an insurance binder demonstrating the appropriate accident liability coverage. Permits are either annual, up to six months, or 24-hours. There is a fee for each permit type. Drivers of vehicles operating on the AOA must have the appropriate driving designation on their SIDA badge or be escorted by someone who does. Drivers of vehicles on the AOA are required to follow all established safety and security procedures set forth in the Authority’s rules and regulations as described in 740 CMR 21.00, 22.00 and 30.00 as well as all signage and pavement markings. Failure to follow these procedures will result in the vehicle being escorted off of the AOA and/or the issuance of a violation which may include a fine. 1.11 Non-Discrimination, Civil Rights Laws, Business Diversity, and ACDBE Participation 1.11.1 Non-Discrimination The Selected Respondent shall not discriminate against any person, employee or applicant for employment because of that person’s membership in any legally protected class, including, but not limited to, the person’s race, color, gender, sex, religion, creed, national origin, ancestry, age being greater than forty years, sexual orientation, gender expression and identity, disability, genetic information, or veteran’s status in the use of the Concession Premises, including the hiring and discharging of employees, the provision or use of services, the selection of suppliers, vendors and contractors, in the subleasing or refusing to sublease all or any portion of the Concession Premises or providing or refusing to provide any services or use of any facility located on the Concession Premises. In addition, the Selected Respondent shall not discriminate against any person, employee, or applicant for employment who is a member of, or applies to perform service in, or has an obligation to perform service in a uniformed military service of the


United States, including the National Guard, on the basis of that membership, application or obligation. The Selected Respondent shall certify that they are in compliance with all applicable federal and state laws, rules, and regulations governing fair labor and employment practices.

1.11.2 Compliance with Civil Rights Laws With respect to the Selected Respondent’s exercise of all uses, rights and privileges herein, the Selected Respondent agrees to undertake affirmative action as may be required by the Authority, and by all federal and state laws, rules and regulations pertaining to Civil Rights and Equal Opportunity, including, but not limited to, Title 49, Subtitle A, Part 21; 49 CFR Part 23; and 14 CFR Part 152, Subpart E, Executive Orders 11246 and 11478 and Section 504 of the Rehabilitation Act of 1973, to the extent applicable, and as such laws, rules, regulations and orders may be amended.

The Authority, in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252, 42 U.S.C. §§ 2000d to 2000d-4) and the related regulations, hereby notifies all Respondents that it will affirmatively ensure that for any contract entered into pursuant to this advertisement, disadvantaged business enterprises and airport concession disadvantaged business enterprises will be afforded a full and fair opportunity to submit bids in response to this RFP and will not be discriminated against on the grounds of race, color, or national origin in consideration for an award.

1.11.3 Business Diversity The Authority is committed to ensuring participation of diverse businesses in the Authority’s economic activities including its purchases of goods and services. The Authority encourages its contractors, vendors, and tenants to promote business diversity in their business activities by providing Minority and Woman-Owned Business Enterprises (collectively “M/WBEs”) with the opportunity to participate in contracts and participate in various aspects of implementing the Concession Program, and to provide the Authority with information regarding their proposed utilization of M/WBEs. If utilized, the Selected Respondent, upon request by the Authority, shall complete and submit the Authority’s MBE/WBE Quarterly Expenditure Report Form. The terms “Minority Business Enterprise” and “Woman Business Enterprise” refers to businesses that meet the certification criteria of the Massachusetts Supplier Diversity Office as set forth in 425 CMR section 2.3 et seq., or that meet the certification criteria of, and are certified by, the Greater New England Minority Supplier Development Council (“GNEMSDC”). Please note that M/WBE participation shall not count towards the Airport Concession Disadvantaged Business Enterprise participation goal outlined in Section 1.11.4 below. 1.11.4 Participation by Airport Concession Disadvantaged Business Enterprises This concession is subject to the requirements of the United States Department of Transportation’s regulations, at 49 CFR Part 23. The Selected Respondent shall not discriminate against any business owner because of the owner’s race, color, national origin, or sex in connection with the award or performance of any concession agreement, management contract, or subcontract, purchase or lease agreement, or other agreement covered by 49 CFR Part 23. The Selected Respondent shall include the preceding statements in any subsequent concession agreement or contract covered by 49 CFR Part 23 that it enters into and cause those businesses to similarly include the statements in further agreements.


(a) Authority Policy. The Authority has established an Airport Concession Disadvantaged Business Enterprise (“ACDBE”) Program in accordance with 49 CFR Part 23 (the “Regulations”). As stated in the Authority’s Policy Statement, it is the Authority’s policy:

1. To ensure nondiscrimination in the award and administration of opportunities for

concessions at Logan Airport;

2. To create a level playing field on which ACDBEs can compete fairly for opportunities for concessions at the Airport;

3. To ensure that the Authority’s ACDBE Program is narrowly tailored in accordance with the Regulations and other applicable law;

4. To ensure that only firms that fully meet the eligibility requirements of the Regulations are permitted to participate as ACDBEs at the Airport;

5. To help remove barriers to the participation of ACDBEs in opportunities for concessions at the Airport; and

6. To provide appropriate flexibility to the Authority in establishing and providing opportunities for ACDBEs at the Airport.

(b) Airport Concession Disadvantaged Business Enterprise (“ACDBE”) Participation. An ACDBE concession specific goal of eighteen and 4/10 percent (18.4%) of annual Gross Revenues (as defined in the Draft Concession Lease Agreement) has been established for this concession. The Selected Respondent shall make good faith efforts, as defined in Appendix A, 49 CFR Part 26 to maintain a minimum of eighteen and 4/10 percent (18.4%) participation in accordance with Respondent’s ACDBE Plan submitted to the Authority with its Proposal, as may be modified from time to time upon request of the Authority. Only firms certified by the Authority as ACDBEs can be counted toward the ACDBE participation goal. A firm applying for ACDBE certification cannot be counted toward the ACDBE participation goal until the certification process is complete and such firm is certified as an ACDBE by the Authority. Failure to demonstrate good faith efforts to achieve and maintain the ACDBE participation goal at any time during the term of the Concession Lease Agreement may be considered an Event of Default (as defined in the Draft Concession Lease Agreement). (c) ACDBE List. List of potential ACDBE firms to be utilized in the Concession Program, as reflected in the Subtenant Plan. Form B-7 should be completed as part of Respondent’s Proposal and should include the following for each potential ACDBE: firm name, address, contact person, the potential concession location(s), and whether the Authority has issued an ACDBE certification letter. Copies of certification letters issued by the Authority should be included with Tenant’s Proposal. Firms wishing to be certified as an ACDBE may submit an application to the Authority at the following web address: https://massport.mwdbe.com (Click on the tab labeled “Apply for Certification”.) Applications must be received thirty (30) days prior to the Proposal

https://massport.mwdbe.com/Default.asp?TN=massport&XID=3537


submission date. Firms certified as ACDBEs in another state may submit an interstate application at the above-referenced website. Firms based in another state must be certified in their home state prior to being certified by the Authority. (d) ACDBE Plan. Respondents shall submit a plan (the “ACDBE Plan”) detailing how each Respondent intends to incorporate ACDBE participation into the Concession Program. Respondents are required to submit the following information concerning their ACDBE Plan and the ACDBE firm(s) that will participate in this concession:

1. The objectives of the ACDBE Plan.

2. An assurance that the Respondent will make good faith efforts to achieve the ACDBE participation goal throughout the term of the Concessions Lease Agreement.

3. Respondents must appoint an ACDBE liaison officer, who shall be a full-time employee dedicated to implementing and monitoring the Selected Respondent’s ACDBE Program. The liaison officer must be experienced in the implementation and monitoring of airport ACDBE Programs. The resume of the appointed ACDBE liaison officer should be included in the ACDBE Plan.

4. The anticipated methods (i.e., subcontract or joint venture) for achieving ACDBE participation, the rationale for selecting each method, and the extent to which each method will be utilized. Please note that the Authority has determined that there are sufficient subcontracting opportunities to achieve a majority of the goal though subleasing. The Authority is committed to achieving real and meaningful ACDBE participation in the Concession Program. There are significant opportunities available for ACDBE firms to own and operate independent businesses in the Concession Program to be implemented pursuant to this RFP. In order to preserve these opportunities and to balance the effect on the Authority’s overall ACDBE program, the Authority expects the Tenant to make good faith efforts to achieve the majority of ACDBE participation through direct Subleases with ACDBE firms.

5. A detailed description of outreach efforts that will be utilized to fulfill Respondent’s ACDBE participation commitment, including:

• A full description of where, how and when outreach efforts will take place

specifically for these opportunities. Outreach should not be comprised solely of the Respondent’s attendance at various trade conferences.

• What has been accomplished to date with regard to outreach and pre-selection of potential ACDBE tenants? (Research, letters of intent, etc.)

• A detailed timeline for each type of outreach effort. • A detailed description of the method to be used for selecting ACDBE firms which

will participate. • A description of the process to be used to insure that firms selected to participate

as ACDBE firms are certified as ACDBEs by the Authority under 49 CFR Part 26


and method for ensuring that firms submit certification applications and complete the certification process in a timely manner. Please note that firms certified as ACDBE firms by another state are not guaranteed certification by the Authority. These firms must submit an interstate application to the Authority, which is subject to review and approval by the Authority, at the following web address:

• https://massport.mwdbe.com/. (Click on the tab labeled “Apply for Certification”.)

• Methods for ensuring ACDBE Plan commitments are fulfilled throughout the term of the Concession Lease Agreement.

• A description of how ACDBE participation will be monitored throughout the term of the Concession Lease Agreement.

6. Special provisions for Joint Ventures. In the case of joint ventures, the Authority is committed to compliance with 49 CFR part 23, the Joint Venture Guidance issued by the Federal Aviation Administration (the “FAA”) in July 2008, and any future guidance or regulations issued by the FAA. The Selected Respondent will be required to assist the Authority in reviewing and monitoring any and all joint ventures for which ACDBE credit is sought. The Selected Respondent will be required to fully review any proposed ACDBE joint venture agreements prior to submission to the Authority for its review. The Selected Respondent will ensure, to the best of its ability that any joint venture agreement submitted complies with the regulation and guidance. In the event that the Authority determines that the joint venture agreement is not in compliance, the Selected Respondent will either withdraw the joint venture application or work with the joint venture partners to address any deficiencies identified by the Authority. The decision to accept any joint venture for ACDBE credit will be conditioned on the joint venture operating exactly as proposed, the submission of various quarterly reports, and the requirement for notification of any changes to the joint venture. ACDBE credit for any joint ventures shall be effective beginning on the date of approval by the Authority, as stated in the Authority’s certification letter. The Selected Respondent will be required to submit an annual report indicating that the joint venture has been monitored for compliance. In addition, the Authority will also monitor the joint venture and compliance with the Regulations, guidance, and these requirements.

7. A description of Respondent’s ACDBE efforts and accomplishments in other airports where Respondent operates, including identification of any shortfall from ACDBE goals at other airports and any notifications of non-compliance.

(e) Compliance. It is the Authority’s intent to ensure that the Selected Respondent complies with 49 CFR Part 23, throughout the term of the Concessions Lease Agreement. In accordance with the Authority’s ACDBE Program, the Selected Respondent shall be required to cooperate with the Authority and to provide all information requested by the Authority in order to allow for the effective monitoring of the Selected Respondent’s ACDBE Plan and ACDBE participation, as proposed by Respondent, during the term of Concessions Lease Agreement. 1. The Selected Respondent shall make good faith efforts to meet the ACDBE participation

https://massport.mwdbe.com/


goal throughout the term of the Concessions Lease Agreement.

2. The Selected Respondent shall submit monthly a report to the Authority, in a form acceptable to the Authority, describing total Gross Receipts and ACDBE gross receipts for each month of the term and each year of the term.

3. The Selected Respondent shall have no right to terminate an ACDBE for convenience without the Authority’s prior written consent. If an ACDBE is terminated by Selected Respondent with the Authority’s consent or because of the ACDBE’s default, then the Selected Respondent must make a good faith effort, in accordance with the requirements of 49 CFR section 23.25(e)(1)(iii) and (iv), and 49 CFR section 26.53, to find another ACDBE to substitute for the original ACDBE to perform the same estimated Gross Receipts.

4. The Selected Respondent’s breach of its obligations under (1), (2) or (3) above shall be a default under Concession Lease Agreement and shall entitle the Authority to exercise all of its contractual and legal remedies, including termination of the Concessions Lease Agreement.

1.12 Impacted Community Business Enterprise Participation The Authority encourages and supports economic opportunities for residents and businesses located within those communities most directly impacted by the operation of the Authority’s facilities. Those communities are Charlestown, Chelsea, East Boston, Revere, South Boston, and Winthrop (collectively, the “Impacted Communities”). The term “Impacted Community Business Enterprises” (“ICBE”) is defined as an enterprise which has a principal place of business in one of the Impacted Communities. The Authority encourages Respondents to use ICBEs in the award of subcontracts and in the procurement of materials, equipment, and services and to provide the Authority with information regarding their voluntary efforts to contact and to use ICBEs. 1.13 Term The Authority expects to enter into a Concession Lease Agreement with the Concession Program Manager for a term commencing on July 1, 2017 (the “Commencement Date”) and terminating on June 30, 2027, as further described in the Draft Concession Lease Agreement. The rights granted to the Selected Respondent will not be exclusive and the Authority reserves the right to use, lease or otherwise allow its facilities, other than those leased to the Concession Program Manager, to be used for any other concession operations. 1. 14 Financial Structure 1.14.1 Rent The Authority desires to create a highly competitive proposal process and therefore has not set a specific financial model for this concession opportunity but rather the Authority encourages Respondents to develop and submit a financial proposal geared towards producing significant revenues to the Authority by maintaining a level of constant and stable revenue stream, as well


as, the opportunity for the Authority to share in the economic upside. The Authority prefers a financial model that includes a Minimum Annual Guarantee with the opportunity for Percentage Rent. 1.14.2 Utilities The Selected Respondent shall be responsible for: 1) all utilities directly serving the Concessions Program including but not limited to direct-usage electricity, water, and gas and; 2) pro-rata share of the cost of utilities supplied to the common use areas associated with the Concession Premises, all in accordance with the Draft Concession Lease Agreement. The Selected Respondent shall be responsible for payment of such utility services directly to the Authority for both electricity and water and sewer expenses, and to National Grid for natural gas expenses. The pro-rata utility charges are currently permitted to pass through to the subtenants under the existing sublease agreements and all charges will continue be assessed during the term of their subleases. As these sublease agreements expire and as new subtenants are transitioned into the Concession Program, additional rent for the pro-rata utilities will not be charged to the Concession Program Manager or subsequently passed through to the subtenants. All Logan Airport tenants and subtenants are required to install, at their expense, direct meters, to the Authority’s specification, to monitor their specific utility end uses, the Authority reserves the right to amend or change the manner in which it will charge for utilities in the future. The invoicing for the utilities that serve the concessions units shall be issued to the Concession Program Manager who will then be responsible to remit payment to the Authority. The Selected Respondent at Logan shall use the Authority’s Wi-Fi system for all Internet access and will pay to use this service. The Wi-Fi network supports public, private, and Massport use and is currently managed by a third-party vendor, Boingo Wireless, Inc.

1.14.3 Concession Premises Improvements The Authority expects that Respondents will develop a facilities plan of renovation and improvements (“Concession Premises Improvements”) that create a first-class Concession Program. The Authority does not anticipate that the Selected Respondent would have a significant capital investment in base building construction. The areas of investment that the Authority foresees in the Concession Premises include renovations to the finishes and furniture in the food courts or any subdivision of existing concession units. In Section 3 of this RFP Respondents are asked to describe where the capital investment will be directed in the Concessions Program. The Concession Premises Improvements consist of the following:

1) Proposed Investment of the Initial Improvements: shall be the amount the Respondent intends to spend on the Initial Improvements. The Proposed Investment of the Initial Improvements should clearly differentiate between costs associated with base building improvements (e.g. demolition of space and construction of vanilla boxes, common seating and circulation areas) from costs associated with subtenant constructed improvements.


2) Annual Facilities Upkeep: the minimum annual amount the Successful Respondent and/or its subtenants shall spend on facilities upkeep and maintenance of “common” concession areas (i.e. food court seating) (the “Facilities Upkeep”), and which, if not expended, shall constitute a default of the Concession Lease Agreement. Respondents shall specify the Facilities Upkeep as a percentage of annual Gross Receipts.

3) Periodic Reinvestment: the minimum amount that the Successful Respondent and/or subtenants shall spend on the reinvestment in the Concession Premises during the term of the Concession Lease Agreement. Further, The Authority expects the Respondent to develop a plan for the Periodic Reinvestment (the Periodic Reinvestment Plan”) that shall be submitted by the Successful Respondent to the Authority in Lease Year 4.

1.15 Reporting Requirements Respondents will be evaluated on their ability to administer all reporting systems in a thorough, accurate and timely manner. 1.15.1 Revenue and Transaction Reports The Concession Program Manager and its subtenants shall be required to institute and administer a cash handling and data reporting system in accordance with the requirements outlined in the Draft Concession Lease Agreement. The Concession Program Manager and its subtenants shall be required to maintain records supporting revenue and concession fee calculations that are consistent with the Authority’s Concession Revenue Reporting Requirements as outlined in the Draft Concession Lease Agreement. The information shall be delivered to the Authority as specified in both hardcopy and electronic format. A sample Weekly Estimated Sales Statement is included as Attachment A-16; a sample Monthly Certified Statement is included as Attachment A-17 and a sample Annual Certified Statement is included as Attachment A-18. 1.15.2 Monthly Management Report As stated above, on a monthly basis the Concession Program Manager will meet with Authority’s staff to review the performance of the concession program including both operations and financial performance. The Concession Program Manager shall submit a monthly Management Report detailing past month’s subtenant sales performance with respect to forecasts and historical sales; trend analysis; new marketing initiatives and success of past marketing initiatives; and a general discussion of operational issues. 1.15.3 Annual Business Plan Prior to the start of each Lease Year (as defined in the Draft Concession Lease Agreement), the Concession Program Manager will be required to present to the Authority an Annual Business Plan for review and approval that will include but not be limited to the following: 1) a review of prior year’s performance including achievement of sales projections, financial results and other goals and objectives; 2) the establishment of new operational goals and objectives for the forthcoming year including identification of new sales opportunities; 3) new and ongoing leasing initiatives and results; 4) identification of employee and labor initiatives to ensure compliance


with the Concession Lease Agreement; 5) projections of sales, sales per square foot, sales per enplaned passenger, and payments to the Authority by individual space/unit; 6) any planned expenditures, investment or improvement in the Concession Premises; 7) any changes or improvements in operations anticipated such as marketing efforts, training or service; and 8) review of Common Area Maintenance (“CAM”) charges . The Selected Respondent’s Proposal submitted for this concession opportunity will constitute the initial Annual Business Plan. Subsequent plans should follow the format described in the Draft Concession Lease Agreement. 1.15.4 Audit Rights and Record Retention The Concession Program Manager shall be subject to the Authority’s audit rights and record keeping requirements as described in the Draft Concession Lease Agreement. In addition to the subtenant audit obligations of the Concession Program Manager, the Authority may monitor, test, or inspect all or any part of the Concession Program for compliance with the Concession Lease Agreement. 1.16 Labor Peace In the exercise of its proprietary rights and its interest in the safe and secure and efficient operation of the Airport, it is the Authority’s policy and goal to ensure continuous and efficient service and to prevent disruption of service at its facilities. Accordingly, the Respondent shall have in place, at all relevant times, a labor peace agreement (“Labor Peace Agreement”) between it and the relevant labor union involved in organizing activity with regard to Respondent’s concession workers at the premises covered by Respondent’s contract with the Authority (the “Organizing Union”), which Labor Peace Agreement shall include a binding and enforceable provision(s) which prohibits work stoppages, boycotts, and other service disruptions by such Organizing Union, its members, and agents at any of the properties owned and/or operated by the Authority, for the duration of said Labor Peace Agreement. The Respondent shall submit to the Authority, as part of its response to this RFP, a certification in the form of Form B-5a attached, signed by both the Respondent and the Organizing Union, that Respondent and Organizing Union have entered into a Labor Peace Agreement meeting the requirements of this RFP, as described above. Alternatively, in the event that the Respondent is unable to certify that it has such a Labor Peace Agreement in place, the Respondent shall submit to the Authority, as part of its response to this RFP, a certification, in the form of Form B-5b attached, signed by the Respondent, of its willingness to accept the terms and conditions of a Labor Peace Agreement (of its choosing), between the Organizing Union and any other Respondent responding to this RFP. Nothing herein requires that the Respondent enter into a collective bargaining agreement with any Union and shall not be construed as requiring a Respondent to change terms and conditions of employment for its employees, recognize a labor organization as the bargaining representative for its employees, adopt any particular recognition process, or to enter into a collective bargaining agreement with a labor organization.


1.17 Concession Sustainability, Design, & Construction 1.17.1 Sustainability the Authority has for many years been a leader in sustainability, with the goal of minimizing the impact of its operations on the environment and community, while maximizing the benefits it provides to passengers and businesses. The release of Logan Airport’s first Sustainability Management Plan (SMP) in 2015 builds on the Authority’s rich history of advancing sustainability. It is a transformational time for the Airport. Sixty percent of Logan Airport’s buildings and facilities have been newly built, renovated, or received energy conservation retrofits since 2004 and the Authority has incorporated U.S. Green Building Council LEED® (Leadership in Energy and Environmental Design) green building goals in all new development and redevelopment projects for the past several years. There are four LEED certified facilities at Logan Airport, including the Green Bus Depot (LEED Silver), Rental Car Center (LEED Gold), Terminal A (LEED Certified), and the Signature Flight Support General Aviation Facility (LEED Certified). The Authority expects the Concession Program Manager and the subtenants to consider sustainable options for their design and operations. Greenhouse gas emissions are the primary cause of global climate change and are released primarily from burning of fossil fuels for the production of electricity, heating and cooling of building and fuel for transportation. The Authority is committed to reducing overall facility related greenhouse gas emissions 40% by 2020, using 2004 as the baseline. The Authority takes a broad view of sustainability that considers the airport specific context. Consistent with the Airport Council International – North America’s (ACI-NA) definition of Airport Sustainability, the Authority is focused on holistic approach to managing Logan Airport to ensure economic viability, operational efficiency, natural resource conservation and social responsibility. For more information about the Authority’s sustainability initiatives and achievements, visit our website at www.Massport.com/Environment. 1.17.2 Design Respondents should convey, through their responses to Section 3 of this RFP, their vision for the Concession Program design and will be required to submit a conceptual design in sufficient detail to enable the Authority to evaluate the design intent including, but not limited to, the size of each concession, its location, concept adjacencies, and materials to be utilized. Respondents should provide sketches, layout plans, material boards and descriptions which convey the proposed design as well as the rationale for the proposed design. All design and location proposals must maintain sight lines to important airline, concession and terminal way-finding signage. Respondents should consider and address product delivery and trash removal (especially for food and beverage units) routes in their proposed layout plans. In preparing their design packages, Respondents should take into account the proposed finishes in the four Terminals and create a design/s that complement the finishes distinct to each Terminal. In addition, the Selected Respondent will be required to develop Design Guidelines

http://www.massport.com/Environment


for the Concessions Program that shall be specific to each Terminal and which shall be subject to review and approval by the Authority. The areas of investment that the Authority foresees in the Concession Premises include renovations to the finishes and furniture in the food courts or any subdivision of existing concession units. Respondents’ Concession Plans should only include space that has been identified in the Concession Premises plan. If Respondent would like to propose any investment in premises outside of the Concession Premises it should do so through an Addendum to its Proposal. 1.17.3 Construction Labor Harmony The Concession Program Manager shall be required and shall require its subtenants to employ, directly or indirectly, only labor which can work in harmony with that being employed by the Authority at its facilities, and that being employed by other tenants at the Authority’s facilities. 1.17.4 Tenant Alteration Application Respondents shall be required to comply with the Authority’s Guide to Tenant Construction, 2016 interim edition, as it may be amended by the Authority from time to time (or subsequent editions) with regard to the Tenant Alteration Application (“TAA”) process and construction requirements, and should refer to this document in the preparation of any design or construction proposals. Copies of the Guide to Tenant Construction, 2016 interim edition, Attachment A-19, will be available on the Authority’s website http://www.massport.com/business-with-massport/goods-and-services/rfps/detail/?id=351. 1.17.5 Utilities Utility connections for new concession locations shall be provided by the Selected Respondents after receipt of written approval from the Authority through the Authority’s TAA process. New utility connections shall tie into existing electrical, heating, cooling and water and sewer systems. The Selected Respondent shall coordinate with both the Authority’s Electrical and Utilities Management Departments in its design and construction of tenant spaces, and in the specification of meters. 1.17.6 Compliance with State and Federal Accessibility Requirements The Authority is committed to developing and maintaining accessible facilities for the traveling public, and encourages its tenants and vendors to commit to the same. All new construction and alterations undertaken by the Selected Respondent must fully comply with all state and federal accessibility regulations and codes. All work performed in existing facilities, other than certain limited maintenance, qualifies as an alteration. Relevant portions of the Authority’s Guide to Tenant Construction are included below.

Compliance with Americans with Disabilities Act (ADA) Requirements (Section 5.05.1of the Guide to Tenant Construction).

A. Massport is a public entity subject to Title II of the Americans with Disabilities Act (42 USC 12101, et seq. and regulations at 28 CFR part 35 et seq.). To the extent permitted by law, Massport’s obligations under Title II of the ADA shall be assumed by and become obligation of




the Applicant. “Applicant” means any entity (including the Concession Program Manager or its subtenants) submitting a TAA.

B. Private entities are covered under Title III of the ADA. Title III prohibits discrimination on the basis of disability by private entities in places of public accommodation (facilities that provide products and services to the public) or commercial facilities (facilities that provide products and services to other businesses.)

C. Applicants are required to comply with all obligations related to construction and alterations under the ADA, including without limitation the 2010 ADA Standards for Accessible Design: http://www.ada.gov/2010ADAstandards_index.htm

D. Employee common use areas (e.g. lounges, toilet and locker rooms, and emergency egress routes) are required to be fully accessible. Employee-only work areas must be designed and constructed so that a person with a disability can approach, enter, and exit. Under Title I of the ADA, any employer with 15 or more employees is required to make reasonable accommodations for specific individual employees with disabilities.

E. Readily Achievable Barrier Removal. Some tenants may have architectural and communication barrier removal requirements even though they are not engaged in alteration. Public accommodations have an obligation to remove architectural barriers and communications barriers within existing facilities. The deadline for compliance was January 26, 1992 and is an on-going obligation. This barrier removal obligation is equivalent to an affirmative action requirement.

Compliance with Massachusetts Architectural Access Board Requirements (Section 5.05.2 of the Guide to Tenant Construction .)

A. The Applicant is subject to all provisions of the Massachusetts Architectural Access Board (AAB), 521 CMR 1.1, et seq. http://www.mass.gov/eopss/architectural-access-board.html. The rules and regulations of the AAB are NOT superseded by the ADA. It is important to note that the AAB applies a broader definition of “public” than does the ADA. AAB may consider business-to-business activities as public. This is important when determining whether AAB applies to an alteration project. AAB regulations do not apply to alterations in employee-only areas (but the ADA Standards do). It is important to note that alterations initiated to comply with the readily achievable barrier removal requirement of the ADA must also comply with AAB.

The AAB has stated its intention to bring the state regulations into a substantial equivalency with the ADA Standards. Until this is achieved, compliance with AAB’s regulations, as well as the 2010 ADA Standards, for all alterations to public areas is required. 1.17.7 Transition to New Operation The Authority expects the Respondents to develop an aggressive but realistic timetable for implementing its Concession Program to meet the anticipated expiration dates of the existing subleases in the various Terminals. Proposed development and implementation plans should demonstrate adherence to the Authority’s requirement that the traveling public will continue to be served during any transition period. Respondents should state the expected duration of their

http://www.ada.gov/2010ADAstandards_index.htm

http://www.mass.gov/eopss/architectural-access-board.html


development and construction program by Terminal. In Section 3, Respondents are asked to provide separate transition plans by Terminal ensuring a smooth transition at the time the Successful Respondent assumes control of the Concession Premises and then over the course of the varied expiration dates of the existing subleases.




CONCESSIONS PROGRAM

AT


2. INSTRUCTIONS TO RESPONDENTS 2.1 Procedure Prior to or by the Pre-Submission Conference, Respondent shall designate, in writing to the Project Manager (as defined below), one individual who shall serve as Respondent’s Primary Contact for purposes of this RFP (“Respondent’s Primary Contact”). Designation of a Primary Contact is requested for ease of communication. Any communication regarding the content of this RFP shall only be made by Respondent’s Primary Contact to the Project Manager. The overall schedule for the RFP process is as follows:

• Pre-Submission Conference August 3, 2016 - 9:00 a.m. local time • Networking Session August 3, 2016 - 1:00 p.m. local time • Site Tour August 4, 2016 - 8:00 a.m. local time • Deadline for Questions on the RFP September 5, 2016 - 1:00 p.m. local time • Proposals Due November 15, 2016 - 1:00 p.m. local time • Respondent Presentations Weeks of December 5th & 12th, 2016 • Authority’s Board Meeting February 2017

The Authority will conduct a two-day Pre-Submission Conference that will include three components: 1) a Pre-submission Conference; 2) a Networking Session for Respondents to meet interested operators; and 3) a Site Tour of the existing Concession Premises

To register for any of the below-listed events, each attendee must complete the online registration at http://www.massport.com/events/concession-program-rfp-events/ Dates, time and location of the three elements of the Pre-submission Conference are as follows:

1) Pre-submission Conference: Wednesday, August 3, 2016 - 9:00am – 11:00am

http://www.massport.com/events/concession-program-rfp-events/


Location: Noddle Island Community Room, Rental Car Center (RCC), Lower Level, 15 Transportation Way, East Boston, MA 02128 – Parking is unavailable at this venue. Refer to the RSVP confirmation email for important parking and transportation information.

The Pre-submission conference provides an opportunity for potential/interested Respondents to learn about Massport’s overall plans, requirements, and goals of the Concession Program prior to formal submittal of RFP documents. RSVP by July 26, 2016.

2) Networking Session: Wednesday, August 3, 2016 - 1:00pm – 3:00 pm Location: Noddle Island Community Room, Rental Car Center (RCC), Lower Level, 15 Transportation Way, East Boston, MA 02128 – Parking is unavailable at this venue. . Refer to the RSVP confirmation email for important parking and transportation information.

The Networking Session provides an opportunity for potential/interested concession operators to meet with the potential/interested Respondents. Helpful Hints: Operators are encouraged to come prepared to give a “3-minute pitch” to explain their concept/business, target audience, how their business solves a problem or is a unique concept among its competitors.

* Respondents are encouraged to reserve a table for their team and prepared to answer questions from potential/interested operators. RSVP by July 26, 2016.

3) Site Tour of Existing Concessions: Thursday, August 4, 2016 - 8:00am – 3:00pm Location: Logan Airport, Terminal E, East Boston, MA 02128. The Site Tour meeting point will be in Terminal E, 1st Floor Arrivals Level. Refer to the RSVP confirmation email for important parking and transportation information. The Site Tour provides an opportunity for potential/interested parties to see the existing concession program prior to formal submittal of RFP documents. Please note: all attendees of the site tour are required to obtain a temporary visitor’s pass (TVP) to view the post-security concessions. *Even if you currently hold a SIDA badge for Logan Airport, you must obtain a TVP in order to participate in the Site Tour. Please note that the Massachusetts State Police will perform a 10-year Criminal History Records Check. In order for a TVP application to be completed on your behalf, you must submit additional information no later than July 26, 2016. Within 1-3 business days of submitting this form, a Massport representative will contact you to obtain additional information. Attendees of the site tour should limit the number of personal bags/laptops that are carried during the tour. RSVP by July 26, 2016.

Questions submitted in writing by prospective Respondents prior to the Conference will be answered at that time or as promptly as possible thereafter. Any questions during and/or following the Pre-Submission Conference, including any questions arising during the site tour, must be submitted in writing and will be answered by the Authority in writing and provided as an addendum to this RFP.


Any communication regarding the content of this RFP shall be made to the Authority’s designated Project Manager:

Ms. Leah H. Teeven Airport Concession Business Manager

Massachusetts Port Authority One Harborside Drive, Suite 200S

Logan International Airport East Boston, MA 02128

Email: [email protected] Telephone: (617) 561- 1662

2.2 Proposal Submission Section 3 of this RFP consists of the Proposal Form and requires Respondents to clearly label each tab within each binder of their Proposal. The Authority’s staff will evaluate the Proposals in each of the general categories in the Proposal Form and shall determine, in its sole discretion, which Proposal(s) best serves the overall interests of the Authority. The Authority may, in its sole discretion, require interviews during the evaluation process. If such a need arises, the Authority anticipates that interviews will occur during the weeks of December 5th & 12th, 2016. By submitting a Proposal, the Respondent agrees that if the Authority makes an award to the Respondent, the Respondent shall enter into a Concession Lease Agreement in substantially the same form as the Draft Concession Lease Agreement provided and in accordance with this RFP including without limitation, Section 2.3 below. The Draft Concession Lease Agreement may be modified by the Authority as it deems necessary and certain portions of the Draft Concession Lease Agreement shall be completed in accordance with the terms of the selected Proposal. By submitting a Proposal, Respondent agrees that if the Authority makes an award to Respondent, the Respondent shall execute and deliver to the Authority the Concession Lease Agreement within thirty (30) calendar days of written notice of such award. 2.3 Respondent Changes Every Proposal must be made upon the forms attached hereto (or on attachments to the extent the Respondent requires additional space). In completing the Proposal Form, Respondents should not add, delete, or vary any of the terms or conditions of any documents prepared by the Authority. Copies of the Proposal Forms on CD-ROM will be made available to Respondents upon written request to the Project Manager. If the Respondent makes any changes to any of the documents, the Authority may reject the Proposal. However, if the Respondent seeks a change to any of the documents, including the Draft Concession Lease Agreement, the Respondent should suggest such changes in an addendum to the Proposal Form. The Authority reserves the right to not accept any suggested changes to any of the documents, including the Draft Concession Lease Agreement. Note that if Respondent has not proposed a change to the Draft Concession Lease Agreement in its Proposal, then the Authority reserves the right to not consider such a change subsequently sought by the Selected Respondent. 2.4 Signature of Respondent


The firm, joint venture, corporation, or individual name of the Respondent must be completed by the Respondent in the space provided for the signature on Section 3 of the Proposal Form. In the case of a corporation, the title of the officer signing must be stated and each officer signing must be duly authorized. The name and address of each officer of the corporation must also be listed, as well as the state of incorporation, and the name and address of the local statutory agent. In the case of a partnership, the signature of at least one of the authorized partners must follow the firm name, using the term “member of firm.” In the case of a joint venture, an authorized representative from each partner or venture should sign and the manner of signature shall depend on whether the venture is a corporation, partnership, or individual. All Proposals must contain the true name and address of every person, firm, joint venture, or corporation who has or will have a direct or indirect interest in the Proposal. 2.5 Withdrawal of Proposals No proposal may be withdrawn after it is submitted to the Authority unless the Respondent makes a request in writing to Mr. Michael Grieco, Assistant Secretary-Treasurer, Massachusetts Port Authority, Logan Office Center, One Harborside Drive, Suite 200S, East Boston, MA 02128-2909, prior to proposal due date. No proposal may be withdrawn after the proposal due date. 2.6 Rejection of Proposals The Authority is soliciting competitive Proposals pursuant to a determination that such a process best serves the interests of the Authority and the general public and not because of any legal requirement to do so. The Authority reserves the right to accept or to reject any or all proposals, for any reason, to withdraw this RFP at any time, to amend this RFP at any time prior to the Proposal deadline, to initiate negotiations with one or more Respondents, to modify or amend with the consent of the Respondent any proposal prior to acceptance, to waive any informality and to effect any agreement otherwise, to re-issue this RFP without change or modification thereto, to issue a subsequent RFP with terms and conditions that are substantially different than those set forth herein, or to cancel this RFP with or without issuing another RFP, all as the Authority in its sole judgment may deem to be in its best interest. The Authority is not required to select the highest revenue Proposal, but, rather, will select the Proposal that is most responsive to the Authority’s needs based on the criteria listed in this Request for Proposals and deemed to be in the best interest of the Authority. The Authority will not select a Respondent who is not capable, in the Authority’s judgment, of satisfactorily performing the work required under this Request for Proposals. The Authority will not reimburse Respondents for any expenses in connection with this Request for Proposals. 2.7 Execution of the Concession Lease Agreement The Respondent(s) to whom the Concession Lease Agreement is awarded shall, within thirty (30) calendar days after receipt, execute the Concession Lease Agreement and return three (3) fully executed, duplicate originals of the Concession Lease Agreement to the Authority. At that time, the Concession Program Manager(s) must submit the following, as further defined in the Agreement.

a. Security Deposit in the form of an irrevocable Letter of Credit or a certified check, or


a treasurer’s or cashier’s check, in the amount of the Year 1 Minimum Annual Guarantee.

b. Construction Payment and Performance Bond equal to the aggregate amount of Concession Program Manager’s construction contracts for the Initial Improvements.

c. Satisfactory evidence of all insurance coverage as required in the Concession Lease Agreement.

d. Certified copy of corporate vote and incumbency certificate or other documents evidencing authority to enter into the Concession Lease Agreement.

The Selected Respondent agrees to pay, if requested by the Authority, in its sole discretion, all expenses incurred by the Authority, including reasonable attorney’s fees, in connection with the execution of the Concession Lease Agreement, or review of documents in connection with the Concession Lease Agreement, incurred by the Authority from and after the expiration of the thirty (30) calendar day period for execution, described in this Section 2.6, whether or not such transaction closes. 2.8 Delivery of Proposals The original and ten (10) copies along with one complete electronic copy in pdf format on either a CD-ROM or a memory stick must be received by the Authority at or prior to 1:00 p.m. local time on November 15, 2016 at the office of: Mr. Michael Grieco Assistant Secretary-Treasurer Massachusetts Port Authority Logan Office Center One Harborside Drive, Suite 200S East Boston, MA 02128-2909 Attn: Food & Beverage, News, Duty Free, & Specialty Retail Concessions Program RFP All proposals must be delivered in sealed envelopes bearing on the outside the name and address of the Respondent and the name of the RFP which the Proposal is submitted. Respondents should label the original Proposal that contains the Proposal deposit. 2.9 Addenda Any addenda released in reference to this RFP will be posted on the Massport website at: http://www.massport.com/business-with-massport/goods-and-services/rfps/detail/?id=351. 2.10 Proposal Deposit Each Proposal shall be accompanied by a proposal deposit in the amount of One Hundred Thousand Dollars ($100,000.00) in the form of a certified check or a or a treasurer’s or cashier’s check issued by a responsible bank or trust company, payable to the Massachusetts Port Authority in the name of the entity under which the proposed Concession Lease Agreement will be executed. If the Selected Respondent fails to enter into the Concession Lease Agreement



within thirty (30) calendar days after receipt of the Concession Lease Agreement, the proposal deposit of $100,000 shall be retained by the Authority as liquidated damages and not as a penalty. Respondent agrees that the deposit amount is a reasonable forecast of potential damages that would be incurred by the Authority in the event the Respondent fails to enter into the Agreement as herein required. When the Selected Respondent has been approved by the Authority’s Board of Members (the “Authority’s Board”), the Authority will notify each Respondent of the decision. Upon execution of the Concession Lease Agreement with the Selected Respondent, the Authority will return the proposal deposits to the unselected Respondents. 2.11 Information Provided The information contained in this RFP and in any subsequent addenda or related documents is provided as general information only. The Authority makes no representations or warranties that the information contained herein is accurate, complete or timely. The furnishing of such information by the Authority shall not create any obligation or liability whatsoever, and each Respondent expressly agrees that it has not relied upon the foregoing information and shall not hold the Authority liable therefor. 2.12 Conflict of Interest The Authority seeks to avoid any conflict of interest, or the appearance of a conflict of interest. To the extent that M.G.L. Chapter 268A (the State Conflict of Interest Law) may be applicable, Respondents and their officers, agents and employees shall be fully responsible for ensuring their compliance with the requirements of Chapter 268A. Each Respondent is advised that its performance of work for the Authority may raise questions about real or perceived conflicts of interest because of the Respondent’s relationship to other entities or individuals, including without limitation: (1) private and public owners of companies that may be affected by the project, (2) other state agencies or state-created entities with potential conflicting interests and/or concerns; and/or (3) other parties contracting with the Authority. Any Respondent that is currently providing goods or services to the Authority as a vendor, consultant, contractor or subcontractor, or in any other capacity, should disclose all projects or contracts that Respondent is performing for or entered into with the Authority, or a contractor to the Authority, and Respondent’s plan to address and resolve such conflicts of interest, if any. The Authority reserves the right, in its sole discretion, to request additional information from a Respondent on potential conflicts of interest and to limit or prohibit the participation of any Respondent due to any conflict of interest. The Respondent agrees to disclose in writing any facts the Authority may seek in order to resolve questions about potential conflicts of interest occurring during the period of solicitation of performance hereunder and, upon request of the Authority, describe on-going relationships between any party to the Respondent’s team and suppliers and manufacturers of equipment that may be deployed in the provision of the services outlined in this RFP. In addition, representatives and/or employees of the Respondent may be required to certify from


time to time, in a form approved by the Authority, that in connection with work under any contract arising from this RFP, that they are in full compliance with the provisions of Chapter 268A of the Massachusetts General Laws and any other applicable conflict of interest laws. The Respondent agrees to take any such action requested by the Authority to certify compliance with Chapter 268A of the Massachusetts General Laws and any other applicable conflict of interest laws. The Authority reserves the right to: (1) Disqualify any Respondent or reject any Proposal at any time solely on the grounds that a real or perceived legal or policy conflict of interest is present; (2) Require any Respondent to take any action or supply any information necessary to remove the conflict, including without limitation, obtaining an opinion from the State Ethics Commission; and (3) Terminate any agreement arising out of this solicitation if, in the opinion of the Authority, any such relationship would constitute or have the potential to create a real or perceived conflict of interest that cannot be resolved to the satisfaction of the Authority. 2.13 Confidentiality/Public Records Any information provided to the Authority in any Proposal or other written or oral communication between the Respondent and the Authority will not be, or deemed to have been, proprietary or confidential, although the Authority will use reasonable efforts not to disclose such information to persons who are not employees or consultants retained by the Authority, except as may be required by Massachusetts General Laws c.4, §7, cl.26 and c. 66A. 2.14 No Personal Liability Neither the Members of the Authority nor any individual member, officer, agent or employee of the Authority shall be charged personally by the Respondent with any liability under any term or provision of this Request for Proposals. 2.15 Proposal Limit A Respondent may not be a prime contractor on more than one (1) Proposal included in this solicitation. A Respondent may be (i) a subcontractor on more than one (1) Proposal, or (ii) a prime contractor on one (1) Proposal and a subcontractor on other proposals. A Respondent may be an individual, partnership, corporation, joint venture or other type of business association. Joint venture partners of a joint venture Respondent are considered to be prime contractors regardless of the level of participation or ownership. Therefore, a joint venture partner cannot participate on any other Proposal except as a subcontractor. 2.16 Authority Rights In connection with the Authority’s evaluation of any Proposal, the Authority may conduct announced or unannounced site visits; hold oral interviews with any Respondent’s customers and/or contact customers of some or all Respondents to elicit further information relevant to the Proposals submitted. The Authority reserves the right to use the results of these contacts in its evaluation of the Proposal(s). The Authority also reserves the right to make an award without conducting site visits, holding discussions or oral interviews, or contacting customers. The Authority may, in its sole discretion, require the submittal of Best and Final Offers by all


Respondents, or those it deems capable of being awarded a Concession Lease Agreement as a result of this RFP process. 2.17 Proposal Evaluation and Selection Process The Authority’s staff will evaluate the Proposals received and determine, in its sole discretion, which Proposal(s) best serve the overall interests of the Authority, taking into account the categories of the RFP, including potential interviews with those Respondents the Authority deems capable of being awarded a Concession Lease Agreement as a result of this RFP process. The staff of the Authority will present to the Authority’s Board a recommendation for contract award. If, for any reason, a Concession Lease Agreement cannot be awarded to the Selected Respondent, the Concession Lease Agreement may be awarded, through negotiations or otherwise, to another Respondent. The Authority reserves the right to at any time cancel the RFP process.




CONCESSIONS PROGRAM

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3. PROPOSAL FORM

To: Massachusetts Port Authority Logan Office Center One Harborside Drive Suite 200S East Boston, Massachusetts 02128-2909

Attn: Mr. Michael Grieco

Assistant Secretary-Treasurer ___________________________________________________(Name of Respondent) acknowledges receipt of the Massachusetts Port Authority’s Request for Proposals for a Food & Beverage, News, Duty Free and Specialty Retail Concession RFP at Logan International Airport dated July 18, 2016 and hereby submits the following Proposal in response thereto.


DIRECTIONS FOR COMPLETING THE PROPOSAL FORM All items must be completed and numbered in the order in which they appear. Additional sheets, referenced by item number, should be attached where more space is required for a full answer. Charts, diagrams, material boards, and exhibits may be utilized if desired. Note: if the Respondent’s Proposal does not comply with the conditions of this RFP, it may be considered non-responsive by the Authority and may be rejected without further consideration. These restrictions are intended to provide uniformity in the Respondents response formats. Respondent shall submit one (1) original and ten (10) identical bound, hard copies along with one (1) complete electronic copy in pdf format on either a CD-ROM or a memory stick of the Proposal. The Proposal shall include all of the information required under this RFP and shall be in typeface no smaller than 12-point font. A set of tabs to identify each section of the Proposal shall be inserted to facilitate quick reference. Respondent shall also submit one (1) electronic copy of the full Proposal on CD-ROM or a memory stick in Adobe PDF format, and copies of Forms B-3a, B-3b, B-3c, B-4, B-8, B-9 and B-10 in electronic Microsoft Excel format, on either a CD-ROM or a memory stick. Requested changes to the Draft Concession Lease Agreement are to be included as an addendum to this Proposal Form and do not count towards the page limits. 3.1 Cover Letter and Covenant to Execute Agreement Respondent shall submit a cover letter of no more than two pages stating the following:

A. Name in which the Respondent would enter into the Concession Lease Agreement

B. Respondent’s contact person and his or her telephone number, facsimile number, and email address

C. Statement that the Respondent shall execute a Concession Lease Agreement in substantially the form of the Draft Concession Lease Agreement, to be modified under the terms of the successful Proposal and as deemed necessary or desirable by the Authority’s Chief Legal Counsel

D. Other general information that the Respondent desires to include as an introduction to the Proposal

3.2 Background Information, Experience, and Financial Capability

A. Background Information

Description of Respondent’s organizational structure (i.e., corporation, LLC, partnership, joint venture, sole proprietorship, etc.), along with the following information depending on the


organization structure:

General financial information should be summarized on Form B-1 – Summary of Financial Statements & Other Information.

B. Is Respondent now qualified to do business in the Commonwealth of Massachusetts?

List State of Incorporation/Formation, if any:

3.3 Operating Experience

a. Provide a description of Respondents experience, specifically referencing the Minimum Qualifications outlined in Section 1.1.2, in the development and management of commercial retail projects.

b. Complete Form B-2 – Operating Experience, listing all locations (to a maximum

of 10, but no fewer than 3, ranked in order of gross annual sales at which Respondent presently manages, operates or has developed, managed or operated a concession program during the last five (5) years that demonstrate the Respondent’s ability to satisfy the minimum qualifications of this RFP. Provide the names, addresses and telephone numbers of the landlords or property managers for each of these operations who can verify the level of sales and experience.

c. Provide a brief written description of the top 2 locations/programs in terms of gross

sales detailed on Form B-2, discussing location, concession mix, base building and subtenant construction costs, and development timetable for each project. Indicate the current status of each project as it relates to percentage of project complete. In addition, please provide

(1) Brief synopsis of deal structure with tenants operating concessions, including

minimum annual guaranteed rent, percentages due by category, and annual

If a corporation, attach the Articles of Incorporation, and list the names, addresses and shares of all persons or entities owning ten percent (10%) or more of the Respondent’s voting stock. If an LLC, attach the Articles of Organization and list the name and address of each member. If a partnership, attach a copy of the Partnership Agreement, and list the name, address and share of each partner. If a joint venture, list date of organization, attach a copy of the joint venture agreement, indicate if the joint venture has done business in Massachusetts and where, and list the name, address and share of each joint venture. If a sole proprietorship, list all business names under which such proprietor has done business during the last five (5) years, address(es), how long in business, and social security number.


subtenant gross receipts for the last three calendar years. If the project has been at an airport, please also indicate sales per enplaned passenger.

(2) Provide photographs or public relations materials, if available.

d. Please indicate if any agreement, whether listed in Form B-2 or not, for such a concession program was terminated prior to the expiration thereof, or not renewed, and the reason therefor. Further, indicate by appropriate citation all litigation (including results and status) between Respondent and any and all concessionaires or owner.

3.4 Market Understanding

a. Demonstrate your understanding of the concessions market, and the airport market in particular by defining the various markets served with notation as to which features of the overall operations are particular to each market.

b. Describe what conclusions have been drawn from these demographic

characteristics. c. Provide your understanding of the Logan Airport market given the passenger

demographic and other statistical information provided in Section 1 of this RFP. Discuss how you will use this in the development of the Concession Program.

3.5 Concession Program Development and Implementation Plan Please provide Leasing Strategy and Concept Plans which describe how the Respondent’s Concession Plan will maximize sales and meet the needs of the public. Particular emphasis should be placed on the following:

a. Leasing Strategy and Concept Plan

(1) Based on Respondent’s understanding of the Logan Airport market, provide a preliminary conceptual leasing plan by Terminal. The conceptual plan should include a rationale for the proposed concept mix and allocation of space/concepts by Terminal and should incorporate an understanding of passenger demographics and customer preferences including: (a) recommended concept/category mix by square feet by Terminal (b) types of and allocation of international, national, regional and local concepts; and (c) tenant adjacencies to maximize sales and meet particular customer demands.

(2) Respondent shall list three (3) tenants/operators for each unit with a detailed

explanation supporting the proposed tenants/operators. As described in the Draft Concession Lease Agreement, for those units/locations that will expire within two (2) years after the Commencement Date (July 1, 2017), the Concession Program Manager shall be required to secure and enter into a sublease with one of the three


tenant/operators it proposed for each concession location. Respondents shall complete Form B-3a –Leasing Plan that includes proposed concession concepts by location and projected subtenant gross sales, by location, for years 1-10.

(3) As stated in Section 1 of this RFP, the Authority has determined that the

Concession Program Manager is limited to owning and operating up to 35% of total food and beverage Gross Receipts (as defined in the Draft Concession Lease Agreement) or no more than 40% of the overall Gross Receipts in the Concession Program. Respondent shall complete Form B-4 - Allocation of Subleased & Operated Units, to outline its proposed division of concessions units between those that will be subleased or operated by the Respondent.

(4) Provide letters of commitment from subtenants and/or proposed deal summary sheets.

Signed Letters of Intent are encouraged for those units that will expire within 2 years after Permanent Program Commencement.

(5) Provide a representative list of merchandise and products for the overall Concession

Program. In developing the merchandising plan, Respondent should include a mix of products and menu offerings ranging from necessities to demand to impulse products. Provide rationale and data from market research or surveys for the proposed merchandise and products.

(6) Provide a description or plan detailing how Respondent intends to work with

operators from the local area and the Impacted Communities Business Enterprises to present the opportunities within this Concession Program and other services or products Respondent anticipates. Describe out-reach efforts.

(7) Identify what challenges your firm might expect to encounter and how your firm

would propose to overcome these challenges in maximizing the potential space productivity.

(8) The Respondent shall submit to the Authority, as part of its response to this RFP, a

certification in the form of Form B-5a attached, signed by both the Respondent and the Organizing Union, that Respondent and Organizing Union have entered into a Labor Peace Agreement meeting the requirements of this RFP, as described above. Alternatively, in the event that the Respondent is unable to certify that it has such a Labor Peace Agreement in place, the Respondent shall submit to the Authority, as part of its response to this RFP, a certification, in the form of Form B-5b attached, signed by the Respondent, of its willingness to accept the terms and conditions of a Labor Peace Agreement (of its choosing), between the Organizing Union and any other Respondent responding to this RFP.

b. Implementation Plan


(1) Submit a timeline and/or schedule detailing specific tasks which will need to be

implemented from notice of contract award up to the completion of each Terminal's program. Provide confirmation that Respondent can and will meet the various Dates of Beneficial Occupancy for the Terminals (as defined in the Draft Concession Lease Agreement).

(2) Provide a draft form of the proposed sublease to be entered into by the Respondent

and each of the proposed subtenants which includes all significant terms, both financial and non-financial (i.e. term, permitted use, merchandise mix, menu offerings, capital investment and financing, operating and management plan, fee structure for each concession concept, other fees, charges and payments).

(3) Describe the methodology to be used for Common Area Maintenance (“CAM”)

allocation of any costs of providing, operating and/or maintaining areas of the Terminal used in common. Please note that any CAM charges will consist of a pass-through of actual costs to subtenants.

(4) Describe the nature and quality of jobs which the Respondent anticipates will be

created through employment opportunities for Minority-Owned Enterprises (“MBE”) and Women-Owned Enterprises (“WBE”) in all aspects of the Concession Program, including procurement of materials, equipment & services.

(5) Describe the nature and quality of subleasing opportunities which the Respondent

anticipates will be created in this Concession Program, while focusing on the Authority’s goal of attracting a diverse mix of subtenants, including minority-owned and women owned businesses.

(6) Support Premises – Provide a description/plan for how the Respondent will meet the

storage space requirements for the subtenants. Identify the quantity of storage space required and proposal to allocate the overall Support Space to the various subtenants when the Support Space that is identified in Attachment A-10 becomes available as sublease agreements expire.

3.6 Staffing, Property Management and Maintenance Plan a. Staffing Plan

(1) If Respondent proposes to operate a portion of the Concession Program, please

provide an organizational chart and describe the staffing and reporting structure that provides for independent and impartial oversight of the Concession Program with particular focus on the leasing strategy and operational plan.

(2) Provide a detailed staffing plan based upon the minimum staffing requirements listed in Section 1 of this RFP, and specify which individuals in your organization will be assigned from project development through implementation.


(3) Given the list of minimum staffing requirements, provide a proposed job description

for each staff person’s duties and the expected area of expertise.

(4) Include resumes for key staff which detail past project experience by name, size of project in terms of square footage and cost of project, and the date on which Respondent’s staff was assigned to these projects.

(5) Provide an organizational structure chart for the Concession Program and its

relationship to the corporate structure. Identify which positions would provide the required coverage during all operating periods in the Terminals. Describe the separation of duties between management and operations staff.

(6) Describe how the program start-up period differs from the on-going effort in terms of

staffing.

b. Property Management

(1) Respondent should describe in detail how it will work with Authority personnel in monitoring the performance of each retail and food/beverage subtenant in terms of revenue productivity, enforcement of Street Pricing, enforcement of hours of operation, evaluation of merchandise mix in response to customers’ desires, review of window displays, product displays, sales techniques and price point strategy.

(2) Provide a proposed schedule and sample evaluation form which will be used to

document each subtenant’s performance. The evaluation should include both qualitative and quantitative measurements designed to ensure that the subtenants are providing quality goods and services at the approved prices.

(3) Keeping in mind the Authority’s customer service standards, please indicate how the

Respondent will ensure that the customer service program will include the following: (a) structure of program, including timely responses to customers; (b) levels of skill and expertise required; (c) policies for new and on-going customer service and performance standards training; and (d) any other information which is appropriate and helpful in assisting the Authority in evaluating the Proposal.

(4) Describe Respondent’s process for ongoing audits of subtenants’ adherence to the

Authority’s Street Pricing policy including initial approval of comparable locations.

c. Maintenance Plan

(1) Describe how Respondent intends to maintain and clean each facility and common areas including a plan for routine repairs. Please distinguish between Concession Program Manager responsibilities and subtenant responsibilities, in terms of maintenance.


(2) Discuss typical procedures and working hours allocated for inspection, cleaning,

equipment repair responsibilities and budget for routine maintenance and repairs.

(3) Provide a plan for each of the following: trash removal, roof top equipment inspection and maintenance, hood and duct equipment inspection and maintenance, grease trap maintenance, and pest control, and identify how the plan incorporates efficient procedures that ensure all areas are audited and maintained on a consistent basis.

3.7 Marketing, Advertising and Promotion Plan

Please note, Massport is currently under contract with JCDecaux Airport Boston, LLC (“JCD”) as the commercial advertising concessionaire for Logan Airport. All commercial advertising and promotions in public areas at Logan Airport must be coordinated through the Authority and JCD.

(1) Please attach a marketing plan which describes how the operation of the Respondent’s Concession Program will maximize sales, enhance customer service and meet the needs of the general public. Particular emphasis should be placed on the following:

a. Describe the various forms of advertising and promotions which will be

utilized, referencing the type, frequency, message, etc. of the advertisements or promotion. Discuss the technology used in various promotions/advertising.

b. Regarding the types of market research to be employed, please include the

research objectives and methodology to be used as well as examples of proposed questions. Specify the frequency for reassessing the effectiveness of market strategies.

c. Describe the Respondent’s position regarding employee discounts for non-

food and beverage items.

d. Include a projected budget (including statement of sources and uses) for a representative year. Explain how these expenses will be allocated to subtenants.

3.8 Customer Service Philosophy

(1) Discuss the use of surveying and customer intercepts to ensure customer satisfaction throughout the Term of the Concession Lease Agreement. Please include a proposed schedule for implementation of surveys and intercepts.

(2) Describe the use of technology to enhance customer service including the use of directories, remote ordering, etc.


3.9 Facility Design and Construction Coordination The Selected Respondent will have primary responsibility for the design of the Concession Premises. The Selected Respondent will be expected to assign a subtenant design coordinator to each project, who will have responsibility for ensuring timely adherence to and enforcement of the subtenant design standards. Construction plans should specifically describe how construction will be phased throughout to ensure continuous service to the traveling public. The Selected Respondent is obligated to comply with the Authority’s Guide to Tenant Construction, 2016 interim edition or subsequent editions, in regards to Tenant Alteration Application procedure and construction requirements and should refer to this document in the preparation of its Proposal. Further, as stated in Section 1, the Authority does not anticipate that the Selected Respondent would have a significant capital investment in base building construction. The areas of investment that the Authority foresees in the Concession Premises include renovations to the finishes and furniture in the food courts or any subdivision of existing concession units.

a. Facility Design

(1) Identify areas where the Respondent proposes to invest in base building improvements and provide an estimated investment by Terminal, taken from Form B-8 (discussed below and attached to this RFP) – Concession Premises Improvements Form, and describe the scope of the improvements by Terminal.

(2) Describe the rationale for the base building improvements and how these

improvements will increase projected gross sales for the Concession Program.

(3) Provide sketches, layout plans, material boards and descriptions to convey the proposed storefront and/or space design. Respondents shall provide an outline of their proposed design guidelines for each Terminal.

(4) Provide a cost per square foot for the buildout of each category type (i.e. food &

beverage, retail, services, etc.). Cite examples of construction costs by category by square foot at other programs Respondent has developed at other airports or non-airport locations.

b. Construction Coordination

(1) Provide resumes of the individual(s) from Respondent’s firm who will be responsible for supervising and coordinating the subtenant design review, permitting, and construction. Indicate if the individual’s past experience includes construction manager and/or subtenant construction coordinator and describe his or her role during the construction period. Describe the process for managing the subtenants throughout the subtenant construction fit-out, and, the method for facilitating the process with the Authority. Explain the way in which your organization will assist the subtenants in working with the Authority.


(2) Provide a chart which outlines how the critical path and actions of the subtenant

construction coordination will ultimately merge with the property management role. The chart should integrate the various tasks and functions. Identify the expected duration of the construction program. Describe proposed mitigation elements during construction.

(3) Provide a detailed development budget for the proposed subtenant build out. Indicate

the expected cost per square foot of subtenants’ finished spaces. Prepare an anticipated budget for remodeling and refurbishing subtenant space and common leased space during the term of the Concession Lease Agreement including, an expected time line for these expenditures.

(4) Describe how Respondent will ensure that subtenants’ construction operations will

employ labor which can work in harmony with all elements of labor being employed at Logan Airport to minimize risk of labor disputes.

c. Transition Plan (1) Provide a detailed schedule reflecting the critical path for major components of

the plan (i.e. base building design development, subtenant design development, TAA submittal, base building construction, subtenant construction, subtenant selection, subtenant lease negotiations, etc.). The Authority views the proposed schedule, and ability to meet such schedule, as a critical component to ensure that the needs of the traveling public are met during the transition.

(2) Describe Respondent’s plan, by specific concession location, for the transition

from the interim program to the permanent program. At a minimum, the plan must provide continuous basic food & beverage, news, duty free and specialty retail offerings. Describe how you will ensure that the traveling public will be continuously served in each Terminal during any transition period. Please provide a phasing map of each Terminal that depicts the construction phasing and the interim program and permanent program.

d. Sustainable Building Practices

(1) Describe programs, buildings, commercial interiors or retail space Respondent develops/manages that are Leadership in Energy and Environmental Design (LEED) certified by the US Green Building Council.

(2) Describe how Respondent strives to improve indoor air quality with the use of less toxic materials in the programs or spaces listed above. For example:

• Reduce the quantity of indoor air contaminants that are odorous, irritating and/or harmful to the comfort and well‐being of installers and occupants.

• Apply green cleaning practices for cleaning and janitorial services


• Specify low‐VOC (or, where applicable, no‐VOC) sealants, adhesives, paints, coatings, carpet systems, composite wood and agrifiber products.

3.10 Sustainability and Recycling Plan

Massport is interested in the Respondent’s experience with implementation of environmental and sustainability programs. The following questions are intended for Massport to learn more about the Respondents past practices and future goals. For each question that has an affirmative answer, please elaborate with relevant examples specifically from other airports. Please include any reference materials that will demonstrate Respondent’s successful implementation of environmental and sustainability programs.

a. Sustainability (1) Please describe Respondent’s sustainability policy. (2) Provide summary of duties of staff within Respondent’s organization who are

responsible for sustainability planning or programs. (3) Describe any annual sustainability and/or corporate social responsibility report

that Respondent publishes.

b. Greenhouse Gas Emissions (1) Provide a summary of occasions when Respondent has conducted a

greenhouse gas (GHG) inventory. (2) Describe Respondent’s greenhouse gas emissions reduction goal.

c. Operations

(1) Detail Respondent’s experience with implementing recycling and/or an organic materials program. Describe how Respondent’s company or the program you develop/manage implements sustainable practices at its facilities. Sustainable practices can include energy efficiency investments, recycling, water use reduction or renewable energy production.

(2) Describe a program Respondent developed/managed offering services and/or products with environmentally-preferred attributes.

(3) Describe Respondent’s or subtenants’ use of reusable packaging for deliveries.

d. Employees (1) Describe incentives used by Respondent to encourage the use of carpools or

public transit by employees.

e. Communications and Engagement (1) Please outline Respondent’s education programs for employees, suppliers,

and/or customers on sustainability. (2) List communication tools Respondent uses to help improve sustainability

performance. (3) Please describe any community involvement activities.


(4) List some initiatives undertaken by Respondent to promote health and wellness in the workplace.

f. Management and Certifications (1) Is your company ISO 14001 certified? ISO 14001 sets the criteria for an

environmental management system and is certified according to the International Organization of Standards (ISO).

(2) Please provide a copy of Respondent’s Quality Management System. A Quality Management System is a collection of business processes focused on achieving quality policy and quality objectives to meet customer requirements.

(3) Please provide a copy of Respondent’s Health & Safety Program. 3.11 Receiving and Distribution Program Plan

1) Please provide a reference name and telephone number for a maximum of two (2) of the Respondent’s current or previous contracts that best demonstrate Respondent’s ability to develop and manage the RDP described in this RFP.

2) Provide an overall description of the proposed RDP. a. Provide a summary of the proposed day-to-day operation of the RDP,

including delivery hours, peak delivery times by Terminal, and approximate number of daily deliveries by Terminal.

3) Provide a staffing and management organizational chart and an associated schedule for all relevant staff that will be associated with the RDP, including management team, maintenance and technical staff, indicating the number of employees by position. Indicate the estimated labor hours by shift and position.

4) Provide a Security Plan, including, but not limited to:

a. Security Inspections and tracking/reports; b. Security Inspection Training Program; c. Cyber Security Plan including measures Respondent plans to take to:

(i) incorporate industry best practices and standards when developing the security posture of the information system(s); (ii) develop a strong access control methodology that applies to the security principle of “least required access” to perform a given function; and (iii) ensure that all components of the information system are appropriately secured to ensure the confidentiality, integrity, and availability of the information they store and process.

5) Provide a detailed Product security inspection/inspection/screening and delivery

plan, including, but not limited to: a. Describe the Product security inspection/screening process including

description of visual and/or technology inspection/screening measures; b. Provide a summary of the delivery process to the concession units or storage

space by Terminal, specifically to sterile units, landside units, airside storage


units, and landside storage units including any logistical concerns Respondent has identified;

c. Describe how the Product chain-of-custody will be maintained; d. Include the estimated number and size of vehicles and number of drivers

needed per vehicle; and e. Describe how on-demand deliveries will be handled

6) Indicate the operational measures and procedures Respondent plans to use to:

a. Receive product from known and unknown vendors for both scheduled and unscheduled deliveries;

b. Identify all received products (for inventory and tracking purposes); c. Store/stage/prepare received product for delivery; and d. Process/address claims

7) Describe the process for receiving, handling and delivering (1) alcohol; (2) bonded

duty free items; and (3) perishable and refrigerated product that meets all federal, state, local food handling requirements and those requirements of the Terminal Recipients; (4) FedEx/UPS, expedited package deliveries to ensure timely delivery to Terminal Recipients.

8) Provide a summary for Product handling that meets Hazard Analysis Critical

Control Point (“HACCP”) standards, Customs and Border Protection requirements (for duty free Product), TSA security requirements and customer requirements.

9) Identify the technology that will be utilized and the extent to which it will be used

for (1) inspection/screening (2) inventory control and (3) delivery tracking.

10) Provide a brief description of the training programs that will be used in the operation of the RDP.

11) Identify all permits, licenses, and/or certifications required for the operation of the

RDP for both the Respondent and RDP employees.

12) Provide a timeline for implementation of the RDP from the time the Selected Respondent is selected to complete operation of the RDP.

13) Submit a financial plan identifying the cost of the RDP to the Concession Program

RDP, including the following: a. Estimated costs for development of RDP including cost of equipment,

vehicles, etc.; b. Estimated cost of annual operation of the RDP; and c. Estimated fees that will be assessed to the subtenants.

3.12 Security and Safety Plan


1. Detail the steps that the subtenants would be required to take to enhance the security

and safety of the customers, employees and the Concession Premises. Describe the following in terms of security and safety: design features; lighting; money handling procedures; liaison with security personnel; accident reports (public and employee); and emergency procedures.

2. Describe if/how the Respondent has developed and/or implemented a Cyber Security

Plan, for itself and subtenant concessions, incorporating information security standards to ensure the proper protocols and procedures safeguarding information systems and protecting all protected information at other concessions programs or airports. Please complete Form B-6 - Cyber Security Questionnaire.

3. Detail if/how Respondent has developed and implemented a Cyber Security Training

Program, for itself and subtenant concessions, that includes regular and periodic training of its staff concerning: (1) security; (2) implementation of the Responder’s information security program; and (3) the importance of personally identifiable information (PII) and sensitive security information SSI safeguards.

3.13 Participation by Airport Concession Disadvantaged Business Enterprises Respondents shall submit a list of potential ACDBEs firms to be utilized in the Subtenant Plan. The list shall include the following for each ACDBE: firm name, address, contact person, and ACDBE certification letter issued by the Authority. Respondents shall submit a plan detailing how each Respondent intends to incorporate ACDBE participation into the Concession Program. Respondents are required to submit the following information concerning their ACDBE Plan and the ACDBE firm(s) that will participate in this concession:

(a) A detailed description of the overall ACDBE Plan, including:

1. The objectives of the ACDBE Plan. 2. An assurance that the Respondent will make good faith efforts to achieve the ACDBE

participation goal throughout the term of the Concession Lease Agreement. Form B-7

3. The resume of the appointed ACDBE liaison officer. Please note that the appointed

liaison officer must be a full-time employee dedicated to implementing and monitoring the Selected Respondent’s ACDBE Program. The liaison officer must be experienced in the implementation and monitoring of airport ACDBE Programs.

4. The anticipated methods (i.e. subcontract or joint venture) for achieving ACDBE

participation, the rationale for selecting each method and the extent to which each method will be utilized. Please note that the Authority has determined that there are


sufficient subcontracting opportunities to achieve a majority of the goal though subleasing. The Authority is committed to achieving real and meaningful ACDBE participation in the Concession Program. There are significant opportunities available for ACDBE firms to own and operate independent businesses in the Concession Program to be implemented pursuant to this RFP. In order to preserve these opportunities and to balance the effect on the Authority’s overall ACDBE program, the Authority expects the Tenant to make good faith efforts to achieve the majority of ACDBE participation through direct Subleases with ACDBE firms. Please note that opportunities presented to ACDBE firms must offer economic opportunities that are not discriminatory in any way, including contract terms, assignment of locations and product lines.

5. A detailed description of outreach efforts that will be utilized to fulfill Respondent’s

ACDBE participation commitment, including:

• A full description of where, how and when outreach efforts will take place specifically for these opportunities. Outreach should not be comprised solely of the Respondents attendance at various trade conferences.

• What has been accomplished to date with regard to outreach and pre-selection of potential ACDBE tenants? (Research, letters of intent, etc.)

• A detailed time line for each type of outreach effort. • A detailed description of the method to be used for selecting ACDBE

firms who will participate. • A description of the process to be used to insure that firms selected to

participate as ACDBE firms are certified as ACDBEs by Massport under 49 CFR Part 26 and method for insuring that firms submit certification applications and complete the certification process in a timely manner. Please note that firms certified as ACDBE firms by another state are not guaranteed certification by Massport. These firms must submit an interstate application to the Authority, which is subject to review and approval by the Authority, at the following web address:

• https://massport.mwdbe.com. (Click on the tab labeled “Apply for Certification”).

• Methods for insuring ACDBE Plan commitments are fulfilled throughout the term of the Concession Lease Agreement.

• A description of how ACDBE participation will be monitored throughout the Concession Lease Agreement.

6. Please provide a description of Respondent’s ACDBE efforts and accomplishments in

other airports where Respondent operates, including identification of any shortfall from ACDBE goals at other airports and any notifications of non-compliance.

3.14 Participation of Impacted Community Business Enterprise

https://massport.mwdbe.com/


1. Please describe Respondent’s outreach methods to ensure participation by ICBE’s in the Concession Program.

2. Please describe the ways in which ICBE’s will be incorporated into the Concession

Program. 3. While the Authority recognizes that it is difficult to project the actual dollar amount

to be purchased from each firm, Respondents are required to provide information regarding ICBE participation in this contract and to estimate the gross receipts for these firms. It should be noted that estimated gross receipts should be applicable to business derived from the Concession Lease Agreement.

4. Please outline Respondent’s methodology for extending this requirement to

subtenants. 3.15 Financial Proposal In order to allow Respondents to create their response to the Authority’s objectives and this RFP, the following financial forms have been developed for Respondents to utilize in developing their financial proposal Respondent shall outline its financing plan for any propose investment in the Concession Premises. Respondents must submit the attached financial forms with its Proposal package: a. Concession Premises Improvements - Form B-8

The Authority does not anticipate that the Selected Respondent would have a significant capital investment in base building construction. The areas of investment that the Authority foresees in the Concession Premises include renovations to the finishes and furniture in the food courts or any subdivision of existing concession units. The Concession Premises Improvements consist of the following:

1) Proposed Investment of the Initial Improvements: shall be the amount the

Respondent intends to spend on the Initial Improvements. The Proposed Investment of the Initial Improvements should clearly differentiate between costs associated with base building improvements (e.g. demolition of space and construction of vanilla boxes, common seating and circulation areas) from costs associated with subtenant constructed improvements. The following items shall be counted toward the Proposed Investment of Initial Improvement expenditure: (i) Directly contracted construction, installation and fabrication costs; (ii) Furniture, fixtures, decorative treatments, and equipment purchased for and used in the Concession Premises; and (iii) Design and engineering costs, not to exceed fifteen percent (15%) of the total approved cost of the unit project as defined above.

2) Annual Facilities Upkeep: the minimum annual amount the Successful

Respondent and/or its subtenants shall spend on facilities upkeep and maintenance of “common” concession areas (i.e. food court seating) (the “Facilities Upkeep”), and which, if not expended, shall constitute a default of the Concession Lease Agreement.


Respondents shall specify the Facilities Upkeep as a percentage of annual Gross Receipts.

3) Periodic Reinvestment: the minimum amount that the Successful Respondent

and/or subtenants shall spend on the reinvestment in the Concession Premises during the term of the Concession Lease Agreement. Further, The Authority expects the Respondent to develop a plan for the Periodic Reinvestment (the Periodic Reinvestment Plan”) that shall be submitted by the Successful Respondent to the Authority in Lease Year 4.

b. Form B-3b - Projected Gross Sales by space and by Terminal (Years 1 -10). Form B-3c - Projected Gross Revenues, Rent & Percentage Fees - (Years 1 -10). Forms B-3b-c must be completed in their entirety. This attachment is intended to

reflect the Respondents sales and revenue projections by Terminal, concept and location, and target percentage fees by concept.

c. Form B-9A and B-9B - Annual ProForma Income Statement (Years 1 – 10)

The Annual ProForma Income Statement must be completed in their entirety based upon the type of business structure the Respondent has proposed. Form B-9A is intended for a single manager or entity that will not operate a concession within the Concession Program; Form B-9B is intended for a single entity operator who intends to operate a portion of the Concession Program. Respondents should only complete one form, Form B-9A or B-9B, depending on their Proposal structure. These attachments are intended to reflect the Respondents projected sales, expenses and income.

d. Summary of Financial Offers for Years 1 through 10 – Form B-10

The Summary of Financial Offers - Form B-10 must be completed in its entirety. As stated in Section 1.19 of this RFP, the Authority has not set the financial structure for this RFP, but rather, the Authority encourages Respondents to develop and submit a financial proposal geared towards producing significant revenues to the Authority by maintaining a level of constant and stable revenue stream, as well as, the opportunity for the Authority to share in the upside. The Authority prefers a financial model that includes a Minimum Annual Guarantee with the opportunity for Percentage Rent. In addition, Respondents shall provide a detailed statement describing the proposed financial structure and the benefits of the proposed structure to the Authority and Respondent. Any annual adjustment of the Minimum Annual Guarantee shall never fall below the Year 1 Permanent Financial Offer.

e. Reporting Requirements

Referring to the specific reporting requirements detailed in the Draft Concession Lease Agreement, address reporting capabilities including:


(a) Description of the point-of-sale system proposed, including the manufacturer, cash handling and data processing equipment, which Respondent would require subtenants to utilize, the location of the system, and how the information would be consolidated and formatted for Respondent’s own, and for the Authority’s, use in analyzing concession performance, and the frequency with which various reports would be prepared and submitted to the Authority.

(b) Description of the method of establishing capture ratios.

(c) Schedule for implementing these systems.

3.16 Confidentiality of RFP Information For the duration of the RFP process, to the date of the announcement of the Selected Respondent, or the end of the RFP process, the Respondent agrees to keep the RFP strictly confidential and not make any public statement to any third party in relation to any aspect of the RFP, the RFP process or the award of the Concessions Lease Agreement, without the Authority’s prior written consent. A Respondent may disclose RFP information to any person who is directly involved in the RFP process on its behalf such as officers, employees, consultants, contractors, professional advisors, evaluation panel members, partners, principals or directors, but only for the purpose of participating in the RFP. The Respondent must take reasonable steps to ensure that such recipients do not disclose RFP information to any other person or use RFP information for any purpose other than responding to the RFP. 3.17 No Collusion Respondent’s Proposal has been made and submitted in good faith and without fraud or collusion with any other person, and that the Respondent is acting solely on its own behalf, without connection with or obligation to any undisclosed person and in full compliance with the provisions of M.G.L. Chapter 268A; and that the only persons with an interest in this Proposal have been named in the Proposal or in the Respondent’s Disclosure of Beneficial Interests Statement (Form B-11). As used in this certification, the word “person” shall mean any natural person, business, partnership, corporation, union, committee, club, or other organization, entity, or group of individuals. 3.18 Respondent’s Submission Statement In addition to other agreements, terms and conditions set forth in this RFP and in Respondent’s Proposal, Respondent acknowledges and agrees as follows:

a. Respondent acknowledges it has received and read the Draft Concession Lease Agreement and all attachments to the Request for Proposals and that the terms thereof are incorporated by reference in this Proposal. Respondent agrees that if its Proposal is accepted, Respondent will enter into the Concession Lease Agreement with the Authority in substantially the form of the Draft Concession Lease Agreement, to be modified under the terms of the Successful Proposal and as deemed necessary or


desirable by the Authority’s Chief Legal Counsel. If the Respondent is unable or unwilling to agree to or meet any of the conditions contained in the Draft Concession Lease Agreement, specify this problem and the proposed change as an addendum to the Proposal form for the Authority’s consideration.

b. By submission of its response to this Request for Proposals, Respondent authorizes

the Authority to contact any and all parties having any knowledge of Respondent's operations and financial history, and hereby authorizes all such parties to communicate such knowledge or information to the Authority.

c. This Proposal constitutes a firm offer by Respondent to enter into a binding lease

agreement with the Authority for the development, design, construction, subleasing, marketing, and management of the Concession Program upon the terms and conditions of this RFP and Respondent’s Proposal; this offer shall be held firm and open for a period of one hundred twenty (120) days, commencing on November 15, 2016. A certified copy of Respondent’s corporate resolution or other proof of authority to make this Proposal as a firm offer must be attached.

d. Attached to this Proposal is a proposal deposit in the amount of One Hundred

Thousand Dollars ($100,000) in the form of a certified check, or a treasurer’s or cashier’s check, payable to the Massachusetts Port Authority. Respondent agrees that in the event that it is awarded the opportunity to execute the Concession Lease Agreement in substantial accordance with the form of the Draft Concession Lease Agreement and the terms of this RFP and Respondent’s Proposal, but fails to execute the same, the proposal deposit may be retained as reasonable liquidated damages, and not as a penalty, by the Authority. Upon award of the Concession Lease Agreement to the Selected Respondent, the Authority will return the proposal deposits to the unsuccessful Respondents.

e. Respondents are advised to rely only upon the matters contained in this Request for

Proposals and in any written clarifications issued by the Authority and disseminated to all Respondents. While a pre-submission conference will be held and questions answered by Authority staff (to the extent possible) at the conference, all issues raised at the conference, which in the Authority’s sole judgment materially affect the Request for Proposals, will be clarified in writing by the Authority with copies sent to all Respondents. Only such written clarifications to the Request for Proposals, and the Request for Proposals document itself can be relied upon in the preparation and submittal of Proposals.

f. Any costs or expenses incurred in the development of a Proposal in response to this Request for Proposals will be borne entirely by the Respondent.

g. By submission of its Proposal, the Respondent acknowledges that from and after the

Concession Lease Agreement Commencement Date, the sole basis for the right to develop and manage the Concession Program specified in this Request for Proposals


is by the award of a Concession Lease Agreement to the Selected Respondent to this Request for Proposals.

h. The Authority is soliciting competitive Proposals pursuant to a determination that

such a process best serves the interests of the Authority and the general public, and not because of any legal requirement to do so. Respondent acknowledges the Authority’s right to accept or to reject any or all Proposals for any reason, to withdraw this Request for Proposals at any time, to amend this Request For Proposals at any time prior to the Proposal deadline, to initiate negotiations with one or more Respondents, to modify or amend with the consent of the Respondent any Proposal prior to acceptance, to waive any informality and to effect any agreement otherwise, to re-issue this RFP without change or modification thereto, to issue a subsequent RFP with terms and conditions that are substantially different than those set forth herein, or to cancel this RFP with or without issuing another RFP, all as the Authority in its sole judgment may deem to be in its best interest.

Respondent acknowledges that it has read, understood and agrees to be bound by, all of the terms and conditions set forth in this Request for Proposals, in its entirety. Submitted, and all terms and conditions of the Food & Beverage, News, Duty Free, & Specialty Retail Concessions Program Request for Proposals dated July 18, 2016 and attachments thereto are hereby acknowledged and agreed to: Name of Respondent: By: Title: Date:

REQUEST FOR PROPOSALS - Food and...REQUEST FOR PROPOSALS . FOOD & BEVERAGE, NEWS, DUTY FREE, &...

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