Office of the City Clerk - Record #: O2021-3227

• Record #: O2021-3227
• Type: Ordinance
• Status: Passed
• Intro date: 7/21/2021
• Current Controlling Legislative Body: Committee on Aviation
• Final action: 9/14/2021
• Title: Concession agreements with HG Ord Tech Retail JV, MAG US Lounge Management LLC, Prepango LLC, PepsiCo, Inc., Best Vending Midwest LLC, Oops Diapers 2Go Inc., TFG Swyft Ventures, Nuts on Clark, Inc., Good Vibrations LLC d.b.a. BodyCharger Systems LLC in Illinois, Compass Group USA Inc., by and through its Canteen Division, and sublease between Host International, Inc. and Cafe DesCartes Company, for automated retail, services and food at Chicago O'Hare International Airport
• Sponsors: Lightfoot, Lori E.
• Topic: AGREEMENTS - License

Date	Journal Page Number	Action By	Action	Result
9/14/2021	34790	City Council	Passed	Pass
9/2/2021		Committee on Aviation	Recommended to Pass
7/21/2021	32695	City Council	Referred

OFFICE OF THE MAYOR
CITY OF CHICAGO
LORI E. LIGHTFOOT
MAYOR

July 21, 2021











TO THE HONORABLE, THE CITY COUNCIL OF THE CITY OF CHICAGO


Ladies and Gentlemen:

At the request ofthe Commissioner ofthe Department of Aviation, I transmit herewith an ordinance authorizing the execution of concession agreements for various services at Chicago OTlare International Airport.

Your favorable consideration of this ordinance will be appreciated.


Very truly yours,

ORDINANCE

WHEREAS, the City of Chicago ("City") is a home rule unit of government as defined in Article VII, §6(a) ofthe Illinois Constitution, and, as such, may exercise any power and perform any function pertaining to its government and affairs; and

WHEREAS, the City owns and operates Chicago O'Hare International Airport ("Airport") and possesses the power and authority to lease its premises and facilities and to grant other rights and privileges with respect thereto; and

WHEREAS, the Airport provides its employees, airport-tenants' employees, air carrier passengers and members of the public with many amenities, such as shopping, dining and other service needs; and

WHEREAS, to modernize the retail experience at the Airport and to promote self-service retail spaces in light of the COVID-19 pandemic, the City issued a request for proposals that included two packages: one for respondents to operate cashier-less, self-service retail spaces and another for respondents to install and maintain automated retail vending machines at the Airport; and

WHEREAS, the City desires to enter into a license agreement (the "Micro Mart Agreement") with HG ORD Tech Retail JV ("Hudson JV") for Hudson JV to operate retail spaces that utilize automated, cashier-less technology substantially in the form of agreement attached hereto as Exhibit A; and

WHEREAS, the City desires to enter into an automated retail license agreement (each an "Automated Retail License Agreement") with each of MAG US Lounge Management LLC; Prepango LLC; PepsiCo, Inc.; Best Vending Midwest LLC; Oops Diapers 2Go Inc.; TFG Swyft Ventures; Nuts on Clark, Inc.; Good Vibrations, LLC d/b/a BodyCharger Systems, LLC in Illinois, and Compass Group USA Inc., by and through its Canteen Division (each a "Vending Operator"), for the respective Vending Operator to install and maintain automated retail vending machines at the Airport substantially in the form of agreements attached hereto as Exhibits B-1 through B-9, respectively; and

WHEREAS, pursuant to Section 3.10(a) of the License Agreement ("Host Agreement"), dated January 1, 1998, by and between Host International Inc. ("Host") and the City, Host has requested the City approve the sublicense agreement substantially in the form attached hereto as Exhibit C to permit Cafe DesCartes Company," ("Cafe DesCartes"), an ACDBE, to operate as a sublicensee under the Host Agreement, and the City desires to approve such sublicense agreement; now therefore

BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CHICAGO:

SECTION 1. The above recitals are incorporated by reference as if fully set forth
herein.

SECTION 2. The Mayor or the mayor's proxy is hereby authorized to execute, upon the recommendation of the Commissioner of the Chicago Department of Aviation ("Commissioner"), an agreement with Hudson JV in substantially the form attached hereto as Exhibit A;

SECTION 3. The Mayor or the mayor's proxy is hereby authorized to execute, upon the recommendation of the Commissioner, an agreement with each Vending Operator, in substantially the form attached hereto as Exhibit B-1 through B^, respectively;

SECTION 4. The Commissioner or the Commissioner's proxy is hereby authorized to approve of Cafe DesCartes operating as a sublicensee under the Host Agreement pursuant to a sublicense agreement substantially in the form attached hereto as Exhibit C;

SECTION 5. The Commissioner and such other City officials and employees as may be required are authorized to take such actions and execute such other documents as may be necessary or desirable to implement the objectives of this ordinance;

SECTION 6. This ordinance shall take effect immediately upon its passage and approval.
EXHIBIT A
CONCESSION LEASE AND LICENSE AGREEMENT


BETWEEN


THE CITY OF CHICAGO (CHICAGO DEPARTMENT OF AVIATION)

AND
HG ORD TECH RETAIL JV AT
CHICAGO O'HARE INTERNATIONAL AIRPORT



LORI E. LIGHTFOOT MAYOR

JAMIE L. RHEE COMMISSIONER

















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TABLE OF CONTENTS

SIGNATURE PAGE Signature Page

SIGNATURE PAGE iv
ARTICLE 1 CITY APPROVAL|910|ARTICLE 2 INCORPORATION OF BACKGROUND AND EXHIBITS|910|Incorporation of Background|910|Incorporation of Exhibits|910|ARTICLE 3 DEFINITIONS|910|Interpretation and Conventions|910|Definitions|910|ARTICLE 4 LICENSE. LEASE AND TENANT'S OPERATIONS 9
Concession License and Lease 9
No Subleases. Assignments or Other Uses 10
Products and Value Pricing 10
General Requirements for Operation of Concessions 11
Hours of Operation 13
Personnel 14
Operation and Maintenance 16
Utilities 19
Refuse Handling 2 0
Promotion 20
Distribution and Storage; Deliveries 21
Certain Rights Reserved By the City 22
ARTICLE 5 LEASED SPACE AND IMPROVEMENTS 23
Leased Space 23
Title to Property in the Leased Space 2 6
Shell and Core 2 6
Tenant's Improvement Obligations 2 6
Work Requirements 27
Damage or Destruction of Improvements 32

City Resident Construction Worker Employment Requirement 34
Licensing of General Contractor 35
Prevailing Wages 35
Subcontractor Certifications 35
ARTICLE 6 TERM OF AGREEMENT 3 6
Term 3 6
Holding Over 3 6
Return ofthe Leased Space and Removal of Improvements 37

Termination Due to Change in Airport Operations 38
.Eminent Domain 38
ARTICLE 7 RENT AND FEES 39
7.1 Rent Payable 39

Time of Payments 40
Material Underpayment or Late Payment 41
Reports 41
Books, Records and Audits 42
Revenue Control 44
Lien 44
ARTICLES INSURANCE. INDEMNITY AND SECURITY 4 4
Insurance 4 4
Indemnification 4 4
Security 4 5
ARTICLE 9 DEFAULT. REMEDIES AND TERMINATION 47
Events of Default 47
Remedies 4 9
Commissioner's Right to Perform Tenant's Obligations 51
Effect of Default and Remedies 51
ARTICLE 10 SPECIAL CONDITIONS 52
Warranties and Representations 52
Business Documents. Disclosure of Ownership Interests and Maintenance
of Existence 55
Licenses and Permits 56
Confidentiality 56
Subcontracts and Assignments 56
Compliance with Laws 59
Airport Security 64
Non-Discrimination 65
Airport Concession Disadvantaged Business Enterprises (ACDBEs). . 67
No Exclusive Rights 67
Airport Landing Area 68
No Obstructions 68
Avigation Easement 68
National Emergency 68
2014 Hiring Prohibitions 68
ARTICLE 11 GENERAL CONDITIONS 69
Entire Agreement 69
Counterparts 69
Amendments 7 0
Severability 7 0
Covenants in Subcontracts 7 0
Governing Law 7 0
Notices 70
Successors and Assigns; No Third Party Beneficiaries 71
Subordination 72
Conflict 72

Offset by Tenant 72
Waiver; Remedies 72
Authority of Commissioner 72
Estoppel Certificate 73
No Personal Liability 73
Limitation of City's Liability 73
Joint and Several Liability 74
Non-Recordation 74
Survival 74
Force Majeure 7 4














































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SIGNATURE PAGE
SIGNED:
CITY OF CHICAGO


By:
Mayor


Date:


RECOMMENDED BY:
Commissioner of Aviation


APPROVED AS TO FORM AND LEGALITY:


Senior Counsel


(TENANT)


By:


Its:
[Title]
Date:
[Notary]













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CONCESSION LEASE AND LICENSE AGREEMENT
This Concession Lease and License Agreement ("Agreement") is entered into as of
, 2021 ("Effective Date"). The Agreement is by and between HG ORD TECH
RETAIL JV [legal name of entity] a(n) [type of entity and state of
organization] doing business as [d/b/a name, if different from legal name of
entity] ("Tenant"), and the City of Chicago, a municipal corporation and home rule unit of local government under the Constitution of the State of Illinois ("City"), acting through its Chicago Department of Aviation ("CDA" or "Department").

BACKGROUND

The City owns and, through CDA, operates Chicago O'Hare International Airport ("O'Hare" or the "Airport"). O'Hare includes an international terminal, three domestic terminals, a multimodal facility and a transportation center (collectively, the "Terminals"). The City has determined that certain portions of the Terminals will be used for food, beverage and retail concessions designed to serve the needs of Airport patrons and employees and desires to operate its concession program at the Terminals to strive to meet the needs and desires of Airport users by providing first-class food, beverage, retail and service facilities.

The City issued a Request for Proposals ("RFP") for a concession at the Airport and Tenant responded with a proposal to operate a concession featuring convenience, food, beverage, gift and vending merchandise at O'Hare. The City desires to grant Tenant, and Tenant desires to accept, a license to operate such a concession and a lease to operate the concession at the Terminal location(s) identified in this Agreement, all under the terms and conditions of this Agreement.

The City has selected Tenant to provide self-checkout, micro markets in Terminals 1, 2 and 3. Micro Marts (as defined herein) are self-contained stores without direct customer serving employees and include check-out free, touch-free Automated Checkout technology, which automatically detects and tracks, in a virtual cart, when purchases are taken and returned to shelves and utilizes an e-commerce autopay feature when customers are leaving the market to collect payment.

The City and Tenant acknowledge that the continued operation of the Airports as safe, convenient and attractive facilities is vital to the economic health and welfare of the City of Chicago, and that the City's right to supervise performance under this Agreement by Tenant is a valuable right incapable of quantification.

NOW, THEREFORE, the City and Tenant agree as follows:














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ARTICLE 1 CITY APPROVAL

This Agreement is subject to approval by the City Council of the City of Chicago. The City is not bound by the terms of this Agreement until such time as it has been approved by the City Council and has been duly executed by the Mayor of Chicago or the Mayor's proxy. As provided in Section 11.13, where the approval or consent of the City is required under this Agreement, unless expressly provided otherwise in this Agreement, it means approval or consent of the Commissioner, the Commissioner's authorized representative or such other person as may be duly authorized by the City Council. As provided in Section 11.3, unless expressly provided otherwise in this Agreement, any amendment of this Agreement will require execution by the Mayor or the Mayor's proxy. As further provided in Section 11.3, any substantial amendment of the terms of this Agreement will require approval by the City Council.

ARTICLE 2 INCORPORATION OF BACKGROUND AND EXHIBITS
Incorporation of Background. The background set forth above is incorporated by reference as if fully set forth here.
Incorporation of Exhibits. The following exhibits are incorporated into and made a part of this Agreement:
Exhib Exhib Exhib Exhib Exhib Exhib Exhib Exhib Exhib Exhib Exhib Exhib Exhib
t 1 Leased Space(s) and Confirmation(s) of DBO
12 Rent
t 3 Development Plan
t 4 City's Shell and Core Obligations, if any
t 5 Products and Price List
t 6 Form of Letter of Credit
t 7 Insurance Requirements
t 8 ACDBE Special Conditions and Related Forms
t 9 MBE\WBE Special Conditions and Related Forms
t 10 Design and Construction Standard Operating Procedures-Concessions
t 11 Economic Disclosure Statements and Affidavits
t 12 Airport Concessions Program Handbook
t 13 Liquidated Damages

ARTICLE 3 DEFINITIONS
3.1 Interpretation and Conventions.
The term "include," in all of its forms, means "include, without limitation," unless the context clearly states otherwise.
The term "person" includes firms, associations, partnerships, trusts, corporations and other legal entities, including public bodies, as well as natural persons.
Any headings preceding the text of the articles and sections of this Agreement,
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and any table of contents or marginal notes appended to copies of this Agreement are solely for convenience of reference and do not constitute a part of this Agreement, nor do they affect its meaning, construction or effect.
Words in the singular include the plural and vice versa. Words of the masculine, feminine or neuter gender include correlative words of the other genders. Wherever an article, section, subsection, paragraph, sentence, exhibit, appendix, or attachment is referred to, the reference is to this Agreement, unless the context clearly indicates otherwise.
Where the approval or consent of Tenant is required under this Agreement, it means the approval or consent of the Tenant's authorized representative. To be binding on the City, all approvals or consents must be in writing and signed by the appropriate City representative.
Whenever time for completion or performance is listed as "days", if the number of days is 30 or more, it means calendar days, and if the number of days is less than 30, it means business days per the City of Chicago calendar.
3.2 Definitions
In addition to terms defined elsewhere in this Agreement, the following words and phrases, when capitalized, have the following meanings:
"Additional Rent" has the meaning set forth in Section 7.1.
"Additional Space" means Retail Space or Storage Space that is added to Leased Space after the Effective Date pursuant to Section 5.1 but does not include Relocation Space. Additional Space, if any that is offered to Tenant is solely at the discretion of the Commissioner. Tenant has absolutely no right or entitlement to be offered any Additional Space, and the concept of Additional Space is solely for the benefit of the Airport's concession program.
"Affiliate", except where otherwise defined, means any individual, corporation, partnership, trustee, administrator, executor or other legal entity that directly or indirectly owns or controls, or is directly or indirectly owned or controlled by, or is under common ownership or control with Tenant.
"Airport Concession Disadvantaged Business Enterprise" or "ACDBE" means an entity meeting the definition of airport concession disadvantaged business enterprise, as defined in U.S. Department of Transportation Regulations Title 49, Code of Federal Regulations, Part 23, as amended from time to time, and certified as such in the State of Illinois in accordance with those regulations.
"Airport Concession Program Handbook" means the handbook developed by the CDA to govern the uniform operation of the concessions' programs at the Airports. The Airport Concession Program Handbook is available on the CDA website and may be amended from time to time by the Department. Any amendment of the Airport Concession Program Handbook by the Department during the Term of this Agreement will be binding on Tenant without need for amendment of this Agreement, provided that the amendment of Airport Concession Program Handbook does not conflict with the other terms and conditions of this Agreement.


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"Automated Checkout Technology" means e-commerce technology that, once a customer enters a Retail Space using their credit or debit card, tracks the customer's selections of merchandise including food and beverage and retail products, and automatically executes payment of any purchases immediately upon the customer leaving the Retail Space via no-contact electronic system, without any further action required on the part of such customer.
"Chief Procurement Officer" means the head ofthe Department of Procurement Services of the City and any City officer or employee authorized to act on the Chief Procurement Office's behalf.
"Commissioner" means the head of the Department and any City officer or employee authorized to act on the Commissioner's behalf. City contractors and consultants, including the Concession Management Representative, have no authority to grant approvals or consents required to be granted by the Commissioner under this Agreement, except where the Concession Management Representative is expressly authorized to do so.
"Common Areas" means those areas of the Terminals that are not leased, licensed, or otherwise designated or made available by the Department for exclusive or preferential use by specific party or parties.
"Comptroller" means the head of the Department of Finance of the City and any City officer or employee authorized to act on his behalf.
"Concession" means Tenant's business of offering the Products identified in Exhibit 5 for sale at retail to the public at the Airport pursuant to this Agreement.
"Concession Management Representative" or "CMR" means the entity retained by the City to assist in overseeing Concessions, including the construction of Improvements, at the Airport.
"Construction Documents" means the drawings and specifications for the construction of Improvements, approved by the Commissioner pursuant to Section 5.5.
"Date of Beneficial Occupancy" or "DBO" means, as to each Retail Space, the latest to occur of (A"), (B) or (C) as follows:
the date that is 180 days after the Delivery Date of the Retail Space in question;
the date that is 180 days after the building permit for the Improvements for the Retail Space in question is issued; provided that the Tenant has demonstrated to the satisfaction of the Commissioner that Tenant timely submitted design drawings in accordance with Section 5.5 hereof and promptly applied for, and diligently pursued the issuance of, such building permit; or
the date set forth in the Development Plan for the commencement of retail sales in the Retail Space in question; provided, however, that the date set forth in the Development Plan for commencement of retail sales shall be extended one day for each day Tenant has demonstrated to the satisfaction of the Commissioner that Tenant was delayed due to force majeure pursuant to Section 11.20. Under no circumstance can this date exceed 60 days beyond the date established in A.
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above.
Notwithstanding the foregoing, if Tenant completes the Improvements in any Retail Space and commences retail sales in such Retail Space before the DBO determined in accordance with the foregoing, the DBO for that Retail Space is the date that retail sales commence.
The DBO for each Retail Space shall be confirmed in writing by the parties, and such written "Confirmation(s) of DBO" shall thereafter be attached to Exhibit 1 of this Agreement without need for a formal amendment of this Agreement.
The Date of Beneficial Occupancy for any Storage Space is the Delivery Date for that Storage Space.
"Default Rate" means 12% per annum.
"Delivery Date" means the date upon which the City gives Tenant possession of the Retail Space or Storage Space in question.
"Department" means the Chicago Department of Aviation, also known as CDA.
"Design and Construction Standard Operating Procedures- Concessions Projects" or "C-SOP" means those certain design standards and policies prepared by the Department for the Concession areas at the Airport, as amended by the Department from time to time.
"Development Plan" means, as further described in Section 5.5, the Tenant's conceptual plans, budget and other design specifications for construction of its Improvements and its schedule for commencement of retails sales in each Retail Space. The Development Plan is attached hereto as Exhibit 3.
"Distribution Fee" means the amount, if any, payable pursuant to Section 4.11 for the Tenant's use of a centralized distribution and storage facility.
"Environmental Laws" means collectively, all applicable federal, state and local environmental, safety or health laws and ordinances and rules or applicable common law, including the Occupational Safety and Health Act of 1970, as amended (29 U.S.C. §651 et seq.), the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. §9601 et seq.L the Hazardous Materials Transportation Authorization Act of 1994 (49 U.S.C. §5101 et seq.). the Resource Conservation and Recovery Act (42 U.S.C. §6901 et seq.). the Toxic Substances Control Act of 1976, as amended (15 U.S.C. §2601 et seq.), the Clean Air Act (42 U.S.C. §7401 et seq.). the Clean Water Act (33 U.S.C. §1251 et seq.L the Safe Drinking Water Act (42 U.S.C. §300(f) et seq.) as any of the foregoing may later be amended from time to time; any rule or regulation pursuant to them, and any other present or future law, ordinance, rule, regulation, permit or permit condition, order or directive addressing environmental, health or safety issues of or by the federal government, or any state or other political subdivision of it, or any agency, court or body ofthe federal government, or any state or other political subdivision of it, exercising executive, legislative, judicial, regulatory or administrative functions.
"Event of Default" has the meaning set forth in Article 9.
"Food Court Common Area" means the space immediately adjacent to specific Retail
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Spaces where shared seating is provided to the public.
"Gross Revenues" means the total amount in dollars at the actual sales price of all receipts, whether for cash or on credit, including any sales conducted using Automated Checkout Technology, that are derived from business conducted in, on or from the Leased Space, all mail or telephone orders received or filled at or from the Leased Space, all deposits not refunded to purchasers, all orders taken in and from the Leased Space, including catalog and on-line sales whether or not the orders are filled elsewhere, and receipts or sales by Tenant and any other person or persons doing business in or from the Leased Space, including receipts from promotions, advertising, and income derived from retail display advertising or any other use of the Leased Space by Tenant. Gross Revenues do not, however, include the following:
any sums collected and paid out by Tenant for any sales, retail excise, use, privilege, or retailers occupation taxes now or later imposed by any duly constituted governmental authority;
the amount of any cash or credit refund made upon any sale, but only if the original sale was made in or from the Leased Space and included in Gross Revenue;
bona fide transfers of Products to or from the Leased Space to any other stores or warehouses of Tenant;
sales of Tenant's fixtures and store equipment not in the ordinary course of Tenant's business;
returns to shippers, suppliers or manufacturers;
bulk sales of Products inventory not sold to the public and not in the ordinary course of business; and
insurance proceeds received from the settlement of claims for loss of or damages to Improvements, Products, fixtures, trade fixtures and other Tenant personal property other than the proceeds of business interruption insurance.
A "sale" is deemed to have been consummated for purposes of this Agreement, and the entire amount of the sales price must be included in Gross Revenues, at the time that: (i) the transaction is initially reflected in the books or records of Tenant; or (ii) Tenant receives all or any portion of the sales price; or (iii) the applicable goods or services are delivered to the customer, whichever occurs first.
"Imposition" means real estate taxes, permit fees, license fees, and any other fee or charge not specified in this Agreement but otherwise payable by Tenant pursuant to a statute, ordinance, or regulation in order for Tenant to operate the Concession at the Airport.
"Improvements" means the improvements to be made to the Leased Space by Tenant that add or maintain value to the Leased Space, including fixtures and trade fixtures (but excluding trademarked or proprietary trade fixtures) and any other enhancements of a permanent or temporary nature made to the Leased Space, other than the Shell and Core, so that the Leased Space can be used for Concession operations. The Improvements must be described, along with

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a budget of Improvement Costs, and depicted conceptually in the Development Plan and must conform to Tenant's response to the RFP.
"Improvement Costs" means the total amount paid by Tenant for categories of labor, services, materials and supplies used in the design, development, installation and construction of the Improvements. The minimum Improvement Costs must not be less than 95% of the budgeted Improvement Costs included in the approved Development Plan. Tenant's actual, reasonable Improvement Costs will be memorialized in the written Confirmation of DBO that will be attached to Exhibit 1 upon approval by the Commissioner. Whenever this Agreement refers to amortization of Improvement Costs for a Leased Space, such amortization will be calculated on a straight-line basis over 60 months from the DBO of the Leased Space in question, and the amount being amortized will be the actual Improvement Costs for that Leased Space as memorialized in the Confirmation of DBO for that Leased Space.
"In-Line Site" means a Retail Space, other than a Kiosk, that may be permanent or temporary, typically operated as a walk-up, quick serve facility often with other Retail Spaces directly adjacent or in-line to the left or right or both.
"Kiosk" means a Retail Space that is a non-mobile, free-standing, permanent or temporary facility that is not affixed to the Terminals, whether completely free-standing or located against a wall.
"Lease" means the lease granted by the City to the Tenant in Section 4.1 to use and occupy the Leased Space in order to conduct and operate the Concession pursuant to the License.
"Leased Space" means the total Retail Space and Storage Space leased to Tenant under this Agreement, identified in Exhibit 1, which may be amended from time to time as space may be added to, deleted from, or relocated during the Term in accordance with the provisions of this Agreement. Leased Space shall be used for operation of the Concession and for no other purpose unless otherwise approved in writing by the Commissioner.
"Lease Year" means
for the initial Lease Year of this Agreement, a period beginning on the first Date of Beneficial Occupancy of any Retail Space and ending on December 31 of that calendar year, and
for the balance of the Term, each successive calendar year, but including only that portion of the calendar year prior to the date on which the Term expires, or the Agreement is otherwise terminated.
"License" means the privilege granted to Tenant under this Agreement to operate the Concession at the Airport.
"License Fee" means the fee payable by Tenant for the License, equal to the greater of the "Percentage Fee" or "Minimum Annual Guarantee", as set forth in Section 7.1 and Exhibit 2.
"Marketing Fee" means the Tenant's contribution for promotions at the Airport, as set forth in Section 4.10.B.
"Micro Mart" means a Retail Space for the sale food and beverage and/or retail products
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"Minimum Annual Guarantee" or "MAG" means the minimum amount payable each Lease Year for the License Fee. If this Agreement covers more than one Retail Space, Exhibit 2 must prorate the MAG for the Agreement among the various Retail Spaces in proportion to their anticipated Gross Revenue volumes. The MAG for each Retail Space will commence upon the DBO for that Retail Space.
"Percentage Fee" means the percentage fee(s) set forth in Exhibit 2.
"Products" means the convenience merchandise, food and beverage menu items, Chicago oriented gift items, vending items and related merchandise that Tenant is permitted to sell in its Retail Space and maintain in inventory in its Storage Space under the terms of this Agreement, as set forth by category or item in Exhibit 5. As set forth in Article 4, Tenant was selected by the City specifically to sell the Products identified in Exhibit 5 and is not permitted to sell any items or types of items not identified in Exhibit 5 or conduct any other business from the Leased Space unless otherwise agreed in writing by the Commissioner.
"Relocation Space" means space to which Tenant must relocate a Retail Space or Storage Space at the request of the Commissioner pursuant to Section 5.1.
"Rent" means all amounts payable by Tenant in connection with this Agreement, including but not limited to License Fees, Additional Rent and any liquidated damages specified in the Agreement for non-compliance with the City's requirements for Concession operations.
"Retail Space" means a Leased Space used by Tenant for the sale at retail of Products, including any Additional Space or Relocation Space used for that purpose.
"Shell and Core" means those improvements to the Leased Space to be completed by the City as specified in Exhibit 4 and, with respect to Additional Space or Relocation Space, as may be agreed in writing by the Commissioner.
"Storage Space" means a Leased Space used by Tenant for storage of Products inventory to support a Retail Space. No Products may be sold to the public from Storage Space.
"Subcontractor" means all entities providing services and materials to Tenant necessary for its Concession operations or for the construction, repair, and maintenance of the Leased Space and Improvements. The term "Subcontractor" also includes subconsultants of any tier, subcontractors of any tier, suppliers and materialmen, whether or not in privity with Tenant.
"Subcontracts" means all oral or written agreements with Subcontractors.
"Sustainable Airport Manual" or "SAM" means the manual developed by the CDA regarding environmentally sustainable practices in the construction and operation of the Airports. The manual is available on the CDA website and may be updated from time to time by the CDA. Any amendment of the SAM by the Department during the Term of this Agreement will be binding on Tenant without need for amendment of this Agreement, provided that the amendment of SAM does not conflict with the other terms and conditions of this Agreement.
"Term" means the period of time beginning on the Effective Date and ending at 11:59
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p.m. on the seventh anniversary of the DBO of the Retail Space to open for business, excluding any Retail Space that is Additional Space or Relocation Space. At his/her sole discretion, the Commissioner may extend the Term by two additional years, in one-year increments by written notice to Tenant.
"Third Party Technology Use Agreement" has the meaning set forth in Section 4.4(1).
"Use Agreements" means those certain airport use and facility lease agreements between the City and the airlines operating out of the Airport regarding the use and operation of the Airport, as amended or executed from time to time.
"Value Price" has the meaning set forth in Section 4.3.
"Work" means everything necessary for the design, engineering, construction and installation of the Improvements; when referring to restoration of Improvements after Major Damage, it means everything necessary for the replacement, repair, rebuilding, or restoration of the Improvements.
ARTICLE 4 LICENSE. LEASE AND TENANT'S OPERATIONS
4.1 Concession License and Lease. As of the Effective Date, the City grants Tenant a License to operate a Concession at the Airport and, upon delivery of the Leased Space or portion thereof, a Lease to operate the Concession from the Leased Space so delivered. Tenant accepts the License and Lease from the City and assumes the duties of Tenant provided in this Agreement and in the Airport Concession Program Handbook. TENANT ACKNOWLEDGES AND AGREES THAT ALL AMOUNTS PAYABLE TO THE CITY UNDER THIS AGREEMENT CONSTITUTE RENT AND THAT THIS AGREEMENT CREATES A TAXABLE LEASEHOLD UNDER THE ILLINOIS PROPERTY TAX CODE, 35 ILCS 200/1 et seq. Tenant understands and agrees that both its License to operate a Concession and its right to occupy the Leased Space will terminate upon the expiration or earlier termination of this Agreement. If Tenant complies with the terms of this Agreement, Tenant will have the right of ingress to and egress from the Leased Space, for Tenant, its officers, employees, agents, Subcontractors, vendors, suppliers, and invitees, subject, however, to all statutes, ordinances, rules and regulations from time to time enacted or established by the City, the FAA, the TSA or any other governmental agency or authority having jurisdiction. Tenant must not conduct its Concession operations in a manner that, in the judgment of the Commissioner:
interferes or might interfere with the reasonable use by others of Common Areas or the leased or licensed space of other tenants or licensees at the Airport;
hinders or might hinder TSA, Airport security, police, fire-fighting or other emergency personnel in the discharge of their duties;
would, or would be likely to, constitute a hazardous condition at the Airport;
would, or would be likely to, increase the premiums for insurance policies maintained by the City, unless the operations are not otherwise prohibited under this Agreement and Tenant pays the increase in insurance premiums occasioned by the operations; or
would involve any illegal purposes.
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No Subleases, Assignments or Other Uses. Tenant understands and agrees that the Lease and the License granted under this Agreement are interdependent and that the locations of the Retail Spaces were determined by the City so that the Concession operated by Tenant is an element of an overall concession program and, as such, complements and does not conflict with other concessions in the vicinity of the Retail Space(s). Accordingly, Tenant acknowledges that the principal purpose of this Agreement is to provide Tenant a License to operate its Concession, without right of sublease or assignment, from the Leased Space and that any attempted sublease, assignment or other use of the Leased Space without the written consent of the City in accordance with the terms of this Agreement is absolutely prohibited and is an Event of Default.
Products and Value Pricing.

Exhibit 5 to this Agreement constitutes the listing, by general category or specific item, of all Products that Tenant is allowed to sell from each Retail Space and the prices to be charged to the public. Those items of Products that Exhibit 5 indicates are mandatory, if any, must be offered for sale to the public by the Tenant as a part of the Airport's overall concession program. If Exhibit 5 is stated in general terms, upon request, Tenant must within 5 days provide the -Commissioner with a complete list of all Products and prices. The City's execution of this Agreement constitutes its approval of the sale of the products, services, and pricing as reflected on Exhibit 5 on the Effective Date. Any changes to Exhibit 5 are subject to the Commissioner's prior written approval. Upon such approval, Exhibit 5 may be amended without need for formal amendment of this Agreement pursuant to Section 11.3.
Tenant must stock a sufficient amount of each item comprising its Products within the Retail Space so as to maximize Gross Revenues, subject to and consistent with Tenant's and the City's desire to accommodate the convenience and needs of the Airport's patrons. The Products must be new, fresh and of top quality. Tenant must store Products inventory in excess of the amount needed to stock displays out of sight of customers before restocking a display.
Value Pricing. The City has established a Value Pricing policy for all Tenants at the Airport. The policy generally requires Tenants to charge a price for a product or service at the Airport as the same price charged for the same product or service at similar stores in the City (each hereinafter referred to as a "Benchmark Store"). Benchmark Stores will be proposed by the Tenant subject to approval by the City. The following locations and areas shall be excluded when establishing Benchmark Stores: hotel restaurants or kiosks, bus and train transportation centers, entertainment centers, arenas, theaters, convention centers or similar venues. Benchmark Store exclusions may change throughout the Term as determined necessary by the City. Ifthe Tenant or its Subtenants currently operate the exact other locations in the City of Chicago, then these locations may be designated Benchmark Stores. Otherwise, Benchmark Stores will be selected based on stores that are comparable to the proposed concept. Notwithstanding the aforementioned exclusions, in the case of a news and gift store where Tenant or its Subtenant currently operate a same-brand location in the City of Chicago, in a transportation center, and that location has its own customer walk-up street access, the City may consider allowing Tenant to propose that location as a Benchmark Store. In such a case, the Value Pricing policy prohibits mark-up of pricing higher than that of the applicable Benchmark Store because that store already is in a transportation center.


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Other Pricing Policy. The Commissioner may adopt other reasonable pricing policies, with which Tenant and Subtenants shall comply, to restrict overcharging and price gouging by Subtenants due to their dominant market position and any exclusive rights granted, but in no event shall the Commissioner require prices lower than the established Value Pricing.
Tenant must submit to the CMR, within 30 days after the end of each Lease Year, or as requested from time to time by the Commissioner or CMR, a pricing report demonstrating compliance by Tenant with the Value Price requirements. Any prices that the Commissioner or CMR determines to be inconsistent with the Value Price requirements must be adjusted accordingly. At any time, and from time to time, the Commissioner or CMR may review the prices of the Products then being offered for sale by Tenant and require adjustments in prices of the Products or particular items in order to comply with the Value Price requirement. Following the CMR's written notice to Tenant, Tenant shall promptly adjust the price ofthe Products or particular items, as applicable. Failure to comply within five days will constitute an Event of Default. Tenant's failure to comply would cause the City damages, including loss of goodwill, that are difficult or impossible to prove or quantify. Therefore, in addition to other remedies for an Event of Default, for as long as non-compliance continues after the five-day cure period, the Commissioner will assess Tenant, as liquidated damages and not as a penalty, in amounts as outlined in Exhibit 13.
D. At any time, the Commissioner or the CMR may review the quality of the Products then being offered for sale by Tenant and require reasonable improvements in quality of the Products or particular items or may require elimination of particular items that the Commissioner determines to raise safety or security issues. Following the Commissioner's written notice to Tenant, Tenant shall within 5 days rectify or modify the quality of the Products or particular items or eliminate the particular items, as applicable. Failure to comply within five days will constitute an Event of Default. Tenant's failure to comply would cause the City damages, including loss of goodwill, that are difficult or impossible to prove or quantify. Therefore, in addition to other remedies for an Event of Default, for as long as non-compliance continues after the five-day cure period, the Commissioner will assess Tenant, as liquidated damages and not as a penalty, an amount as outlined in Exhibit 13.
4.4 General Requirements for Operation of Concessions. Tenant has the authority to manage and administer the Concession in the Leased Space, subject to the rights of the City under the law, in equity, and under this Agreement to direct Tenant in order to ensure that the Airport operates in the most effective and efficient way possible and to supervise the Tenant's performance. Tenant covenants to take all commercially reasonable measures to maintain, develop, facilitate and increase the business of the Concession so as to maximize Gross Revenues. Tenant shall operate the Concession as a Micro Mart and acknowledges that utilizing Automated Checkout Technology is necessary for a concession to qualify as a Micro Mart. Failure to use the Automated Checkout Technology as included in the Development Plan, attached as Exhibit 3, constitutes an Event of Default. Tenant further covenants that neither it nor any Affiliate of Tenant will divert or cause or allow to be diverted any business from the Leased Space to other locations not at the Airport that are operated by Tenant or any Affiliate of Tenant. A material condition of this Agreement is that Tenant must operate the Concession operations in accordance with the Airport Concession Program Handbook, the Sustainable Airport Manual,

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and the following general requirements:
Unless otherwise approved by the Commissioner in writing, Tenant must conduct business in its Retail Space only in the Tenant's trade name "Hudson Nonstop", that which is identified in its response to the RFP or other trade name approved by the Commissioner.
Due to the nature of the concession, Tenant is authorized to install and operate any coin, card, token or otherwise activated vending machines as part of the Tenant's Development Plan and approved by the Commissioner.
Tenant must conduct its Concession operations in a first-class, businesslike, efficient, courteous, and accommodating manner consistent with the "Physical Inspection Standards" that appear in Appendix 1 of the Airport Concession Program Handbook. The Commissioner or the CMR has the right to make reasonable objections to the appearance and condition of the Leased Space if they do not comply with the Physical Inspection Standards. Tenant must discontinue or remedy any non-compliant practice, appearance or condition within five days following receipt of a written notice by the Commissioner or CMR (or immediately upon receipt of such a notice if the Commissioner or CMR deems non-compliance hazardous or illegal). Tenant's failure to timely cure the non-compliance as required by the Commissioner or CMR would cause the City damages including, among other things, loss of goodwill, which would be difficult or impossible to prove or quantify. Accordingly, if Tenant fails to timely cure non­compliance, then, in addition to all other remedies the City may have at law, in equity or under this Agreement, and beginning on the first day after expiry of the five-day cure period, Tenant must pay the City, as liquidated damages in connection with the loss of good will among visitors to the Terminals, and not as a penalty, as outlined in Exhibit 13 per Retail Space for each non-compliant practice, appearance or condition specified in the notice that remains uncured after the cure period.
Tenant must neither commit nor allow any nuisance, noise or waste in the Leased Space or annoy, disturb or be offensive to others in the Terminals. Tenant must employ all reasonable means to prevent or eliminate unusual, nauseating or objectionable smoke, gases, vapors or odors from emanating from the Leased Space. Tenant must employ all reasonable means to eliminate vibrations and to maintain the lowest possible sound level in the operation of the Concession.
Tenant must utilize a suitable virtual payment system, as submitted to and approved by the City, for the sale of all Products. Tenant must offer a receipt, which may be virtual, with each purchase. Failure to comply with this Section will constitute an Event of Default. Tenant's failure to comply would cause the City damages, including loss of goodwill, that are difficult or impossible to prove or quantify. Therefore, in addition to other remedies for an Event of Default, if Tenant is found to prohibit the acceptance of the above payment option, the City may assess, as liquidated damages and not as a penalty for non-compliance as further defined in Exhibit 13.
Tenant's Concession must be and remain compliant with Payment Card Industry Security Standards ("PCI Standards") at all times as the PCI Standards are in effect at such time. Any breach of compliance with PCI Standards in effect and related to the Concession, at such time, must be reported to the City within 24 hours of the Tenant's knowledge of such event.

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Tenant's failure to be in compliance with the PCI Standards with respect to its Concession on numerous occurrences (more than one) shall be an Event of Default under this Agreement.
Tenant must not place or install any racks, stands, or trade fixtures directly on or over the boundaries of its Leased Space. Tenant must not use any space outside the Leased Space for sale, storage or any other undertaking, other than in connection with deliveries made in a prompt, timely and efficient manner.
In its capacity as Tenant under this Agreement, and not as an agent of the City, Tenant must manage the Concession operations and the Leased Space in accordance with this Agreement, in furtherance of which Tenant must, among other things:
(i) use reasonable efforts to remedy problems and issues raised by Airport patrons with respect to the operation of the Leased Space;
(ri) answer in writing all written customer complaints within 72 hours after receipt, furnishing a copy of the complaint and the answer to the Commissioner within that period; and,
(m) furnish the Commissioner within 72 hours after their receipt copies of all written notices received by Tenant from any governmental authority or any Subcontractor with respect to any part ofthe Leased Space or any Subcontract.
If Tenant fails to timely respond to customer correspondence or governmental notices and furnish the requisite copies to the Commissioner, Tenant acknowledges that the City may suffer loss of goodwill and other harm the value of which is difficult to determine, and thus, in addition to any remedies for the Event of Default, the Commissioner will assess as liquidated damages against Tenant, and not as a penalty: as outlined in Exhibit 13. Tenant's failure to perform either (A) or (B) for a period of 30 days or more will be grounds for the City declaring an Event of Default pursuant to Article IX, in which event Tenant will have no longer than 10 days to cure the Event of Default.
I. Tenant shall at all times utilize Automated Checkout Technology to operate the
Concession. To the extent Tenant utilizes a third party owned Automated Checkout Technology
to operate the Concession, Tenant shall, at all times during the Term: (i) be licensed or permitted
by such third party to utilize its Automated Checkout Technology, (ii) provide the City with copies
of any agreements or other evidence the City may reasonably request demonstrating such
arrangement ("Third Party Technology Use Agreements"), (iii) comply in all material respects
with the terms and conditions of Third Party Technology Use Agreements, unless Tenant's
compliance with such terms and conditions would cause Tenant to breach its obligations
hereunder, (iv) not be in default under any Third Party Technology Use Agreement, (v) notify the
City in writing immediately upon notification by any party to a Third Party Technology Use
Agreement of Tenant's breach under such or termination of any Third Party Technology Use
Agreements. Failure to comply with this Section 4.4(1) shall be an Event of Default under this
Agreement.
45 Hours of Operation.
A. Tenant must begin conducting its Concession operations in each Retail Space on

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the Date of Beneficial Occupancy applicable to that Retail Space and continue them uninterrupted after that date during all required hours of operation. The Retail Space shall be open, at a minimum, from 5:30 a.m. until 10:00 p.m. daily, to serve the public seven (7) days per week and three hundred sixty-five (365) days per year. Concession may close periodically for restocking, cleaning and routine maintenance. Closure times must be during daily periods of lowest passenger traffic volumes at the Airport. In no event shall the hours of operation be curtailed to an extent that the service contemplated under this Lease shall be diminished. Except as otherwise stated herein, the hours of service shall be determined in light of changing public demands and Airport's flight schedules. The Retail Space must be open, as stated above, unless otherwise approved by the Commissioner or CMR in writing. The Tenant is required to allow access to the Retail Space, 24 hours per day.
B. Except as otherwise permitted under this Agreement, if Tenant fails to operate its Concession from any portion of the Retail Space during all times that Tenant is required to do so under this Agreement or operates the Concession without utilizing Automated Checkout Technology and either such failure continues for more than three days after the City gives Tenant notice, it is an Event of Default. In addition, Tenant acknowledges that failure to provide Concession services to the public would cause the City substantial damages, a portion of which may be ascertainable but another portion of which, related to loss of goodwill due to the public's inability to obtain the Products, the provision of which is one of the key purposes of this Agreement, might be difficult or impossible to prove or quantify. Accordingly, in addition to other remedies available to the City for an Event of Default, Tenant must pay the City as liquidated damages (and not as a penalty) in connection with such loss of goodwill the amounts as outlined in Exhibit 13 per Retail Space, beginning as of the time that the City first notifies Tenant that it is not operating the Concession in accordance with the time requirements of this Agreement. The obligation to make payments of liquidated damages will continue until the earliest of: (i) the time that the affected portion of the Retail Space re-opens for business; (ii) the date that this Agreement expires or is terminated with respect to the affected portion of the Retail Space; and (iii) the date that the Commissioner receives possession ofthe affected portion of the Retail Space.
4j6 Personnel.
A. Staff.
Tenant must maintain a full time, fully trained staff during the Term of this Agreement having sufficient size, expertise and experience to operate the Concession. Tenant must maintain an adequate sales force so as to maximize Gross Revenues and use the utmost skill and diligence in the conduct of its Concession operations. A staff member for each concession location must be physically available during all hours of operation. A staff member must be able to, or must have access to, a representative of any third-party provider of Automated Checkout Technology who is able to troubleshoot and perform routine fixes of Automated Checkout Technology during all hours of operation.
All employees of Tenant must at all times be clean, courteous, neat in appearance and helpful to the public, whether or not on duty. While on duty, Tenant's


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employees must wear Airport identification badges (and any other form(s) of identification that may be required by the Commissioner or CMR from time to time) and are required to wear uniforms in good taste, the color and style of which Tenant selects. Tenant may make the arrangements with its own employees as it considers appropriate regarding the purchase and maintenance of standard uniforms. The City is entitled at any time to direct Tenant to require any of its employees not properly attired to immediately conform to the requirements of this Section or leave the Leased Space. Tenant must not permit its employees to use any portion of the Terminal Common Spaces, including the public washrooms located there, for the changing of clothes or the storage of their personal effects, nor may Tenant permit its employees to loiter in the Common Areas of the Terminals, including but not limited to the Food Court Common Area.
(iii) Tenant and its personnel must at all times participate and cooperate fully in all quality assurance programs that may be instituted by the Commissioner or CMR from time to time. Tenant must cause its personnel to attend all customer service training meetings and participate in such other programs as may be required by the Commissioner or CMR. An appropriate officer or management representative of Tenant must meet with the Commissioner or CMR as requested by the Commissioner or CMR to discuss matters relating to this Agreement, including merchandising and marketing plans. In addition, at the request of the Commissioner or CMR, an appropriate officer or management representative of Tenant must attend other meetings with the City, airlines, other users of the Terminals or any other parties designated by the Commissioner or CMR.
(rv) The Commissioner reserves the right to object to any of the personnel responsible for the day-to-day operation of the Concession. Upon receipt of such objection, Tenant must use its best efforts to resolve the cause for Commissioner's objection or replace the objectionable personnel with personnel satisfactory to the Commissioner.
In the event that Tenant was not the existing tenant in the Leased Space prior to the Effective Date, Tenant and its subtenants, if any, will work cooperatively in attempting to retain existing concession employees working in the Leased Space. This will be accomplished by giving the existing concession employees working in the Lease Space prior to the Effective Date preferential interviews for jobs in the Leased Space during the term of this Agreement.
Tenant acknowledges that failure to comply with the provisions of this Section 4.6(A) may cause the City to suffer loss of goodwill and other harm the value of which is difficult to determine, and thus, in addition to any remedies for the Event of Default, the Commissioner will assess, as liquidated damages against Tenant, and not as a penalty, the amounts outlined in Exhibit 13.
B. General Manager. Tenant must designate a General Manager experienced in management and supervision who has sufficient authority and responsibility to administer and manage the Concession. The General Manager (or authorized representative) must be

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immediately available to the Department whenever any of the Retail Spaces are open. The base of operations of the General Manager must be at the Airport, and the General Manager must spend substantially all of his or her working hours at the Airport, unless the Commissioner approves in writing another arrangement. The General Manager is subject to removal at the direction of the Commissioner if the Commissioner reasonably determines, in the Commissioner's sole discretion, that the General Manager is not performing up to standards consistent with the fulfillment of Tenant's obligations.
C. Salaries. Salaries of all employees of Tenant and its Subcontractors performing services or Work under this Agreement must be paid unconditionally and not less often than once a month without deduction or rebate on any account, except only for those payroll deductions that are mandated by law or permitted by the applicable regulations issued by the United States Secretary of Labor underthe "Anti-Kickback Act" of June 13, 1934 (48 Stat. 948; 62 Stat. 740; 63 Stat. 108; 18 U.S.C. § 874, and 40 U.S.C. § 276c). Tenant must comply with all applicable "Anti-Kickback" regulations and must insert appropriate provisions in all Subcontracts covering Work under this Agreement to ensure compliance of all Subcontractors with those regulations and with the other requirements of this subsection and is responsible for the submission of affidavits required under them, except as the United States Secretary of Labor may specifically provide for variations of, or exemptions from, the requirements of them.
4.7 Operation and Maintenance.
A. The City, at its sole cost and expense, will keep in good repair the Common Areas, including the roof, structures, foundations and central mechanical, plumbing and electrical systems in the Airport providing heating, ventilation, cooling, water, sewage and electrical service to the Terminals. The City will provide, without separate charge to Tenant, heating, ventilating and cooling of the Common Areas. The Commissioner reserves the right to interrupt temporarily the heating, air cooling, ventilation, plumbing or electrical services furnished to the Common Areas, the Terminals or the Airport as a whole to make emergency repairs or for other reasonable purposes, and the Commissioner will restore the services as soon as reasonably possible. The City has no responsibility or liability for failure to supply heat, air cooling, ventilation, plumbing, electrical or any other service to the Leased Space, the Common Areas, the Terminals or the Airport, when prevented from doing so by laws, orders or regulations of any federal, state or local governmental requirement (including any requirement of any agency or department of the City) or as a result of the making of repairs or replacements, fire or other casualty, strikes, failure of the utility provider to provide service or due to any other matter not within the City's reasonable control.
Tenant must provide all cleaning and janitorial services to the Leased Space. Tenant must clean, maintain and repair (including replacements, where necessary) the Leased Space and Improvements in first-class condition and repair during the entire Term.
Tenant is responsible for pest control within the Leased Space by contracting with a professional pest control service to provide service on a regular basis or as needed, or at the Commissioner's election, the City or CMR may provide or contract for the pest control and charge Tenant a reasonable charge for the

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service. If the Commissioner so requires, Tenant must coordinate all pest control service with the City's or CMR's pest control contractor. Tenant must furnish the Commissioner and CMR a copy of its pest control contract and service records upon request.
Tenant must, at its own expense, keep the exhaust system, including all risers, piping and fans used in connection with the exhaust systems, whether located in or outside ofthe Leased Space, and all other pipes or ducts used by Tenant, including black iron duct, in good repair and so as to meet the highest standards of cleanliness, health, and safety, in a manner consistent with the operation of a first- class Concession and in accordance with all applicable laws, codes and regulations of any governmental authority having jurisdiction. Tenant must not permit any grease to be discharged into the City's plumbing lines. If fixtures or equipment are installed in or attached to roof vents or other openings in the structure or to ducts that connect with the openings, Tenant must keep the ducts, vents and openings free from the accumulation of grease, dirt and other exhaust matter and must furnish and service any filters or other equipment necessary to prevent such accumulation. Tenant must keep the exhaust fan in good condition and repair so as to provide at least the air flow velocities required by applicable codes and regulations. Without limiting the foregoing, Tenant must clean black iron duct twice yearly, or more often as may be required by any local governmental codes, regulations or officials, insurance requirements or applicable industry standards, whichever is more restrictive.
Tenant must maintain all fire detection and fire suppression systems and mechanisms in accordance with all applicable laws, codes and the requirements of all applicable policies of insurance and insurance inspectors and of the City. Tenant must not cause or permit any damage to insulation and fire protection materials surrounding the black iron duct. In addition to Tenant's obligation to maintain utility lines in the Leased Space as set forth in Section 4.8 below, Tenant must install and maintain in good working order and in accordance with the rules and regulations of all insurers and applicable laws, codes, and regulations of any governmental authority, all fire extinguishing systems in the Leased Space.
Upon request, Tenant must provide CMR with monthly repair and maintenance reports detailing all repair and maintenance undertaken with respect to its Leased Space. In the event that such repair and maintenance reports indicate that Tenant is not complying with its repair and maintenance obligations, it shall be an Event of Default. Tn addition to any other remedies available to the City, if Tenant fails to undertake required repair or maintenance within 5 days after receiving notice from the Commissioner (or such shorter time as may be required due to health or safety reasons) the City may undertake the required repair or maintenance through a City contractor or its own forces and charge Tenant the reasonable cost thereof as Additional Rent.
To the extent any City ordinance imposes a stricter standard than the requirements

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of this section, the stricter standard must govern. With respect to a Leased Space that has been designated to be relocated, if any, Tenant's obligations with respect to repair and maintenance will continue until such time as Tenant has completed the Improvements in the Relocation Space to which the affected Leased Space is being relocated.
Any damage to property of the Airport or property of other tenants arising out of Tenant's failure to perform its maintenance obligations is expressly deemed a "Loss" subject to Tenant's indemnification obligations under Section 8.2.
Tenant acknowledges that failure to comply with the provisions of this Section 4.7(A) may cause the City to suffer loss of goodwill and other harm the value of which is difficult to determine, and thus, in addition to any remedies for the Event of Default, the Commissioner will assess, as liquidated damages against Tenant, and not as a penalty, the amounts outlined in Exhibit 13.
C. Food Court Common Areas.
To the extent that any of Tenant's Retail Space is located adjacent to a Food Court Common Area, the following provisions apply to such Retail Space:
(i) Tenant has the non-exclusive right to use the Food Court Common Area, in common with other tenants and their customers, on the terms and conditions established by the City and as may be revised during the Term at the City's sole discretion. That use does not include the right to wait on customers in the Food Court Common Area. The City reserves the right to establish and enforce the policies for the Food Court Common Area and tenants whose customers use the Food Court Common Area that the City determines are in the best interest of the overall operation of the Food Court Common Area, so that the City may properly and efficiently operate and manage it as a whole. Tenant must comply with these policies.
(n) Tenant must at all times in operating its business in the Retail Space abide by all rules and regulations applicable to tenants whose customers use the Food Court Common Area including those relating to: (a) the health and sanitary conditions of the Retail Space, the Food Court Common Area and the employees of Tenant; (b) standards and quality of Products, services, and merchandising as determined by the City; (c) customer relations; and (d) other matters as the City determines applicable with respect to the operation of the Food Court Common Area and the business conducted by Tenant and all other tenants whose customers use the Food Court Common Area.
(rii) The City will be responsible for the operation, repair and maintenance of the Food Court Common Area. Food Court CAM Costs include all costs incurred by the City in the repair and maintenance ofthe Food Court Common Area, including corridors and seating areas, and include, but are not limited to costs of: painting; cleaning; trash and grease removal; operation, maintenance and repair and replacement of all lighting, electrical, plumbing, HVAC and other mechanical and

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utility systems; cleaning and retrieval of trays; water, power, gas and sewerage charges; wages and salaries (including employee benefits, unemployment, Social Security and Medicare, and any other payroll taxes) for employees performing operation, maintenance and repair of the Food Court Common Area; materials, equipment, supplies and services purchased for operation, maintenance and repair of Food Court Common Area; required permits and licenses; reasonable straight-line depreciation of movable equipment (including tables and chairs) used in the operation, maintenance or repair of the Food Court Common Area; rental of any equipment used in the operation, maintenance or repair of the Food Court Common Area; and all other direct costs and expenses properly changeable to the operation, maintenance or repair of the Food Court Common Area. Neither the City nor any company, firm or individual operating, maintaining, managing or supervising the Food Court Common Area, nor any of their respective agents or employees, are or will be liable to Tenant or to any of Tenant's employees, agents, customers or invitees or anyone claiming through or under Tenant, for any damage, injuries, losses expenses, claims or causes of action because of any interruption or discontinuance at any time for any reason in furnishing services relating to operation, maintenance and repair of the Food Court Common Area, nor will any such interruption or discontinuance be deemed a disturbance of Tenant's use or possession of the Leased Space or any part of it; nor will any such interruption or discontinuance relieve Tenant from full performance of Tenant's obligations under this Agreement. Tenant is responsible for providing seating and chairs for Food Court Common Area directly adjacent to Tenant's Leased Space.
48 Utilities.
Tenant must pay for all utilities furnished to the Leased Space, to the extent separately metered. All utilities must be separately metered for usage within a Leased Space except to the extent that the Commissioner agrees otherwise in writing. Notwithstanding the foregoing, in the event that water/sewage is not separately metered, the City may charge Tenant for water/sewage based on a reasonable estimate of usage given the nature of the Concession.
In addition to payment for utility service, Tenant must maintain utility lines to the Leased Space as follows:

where the utility lines, including gas, electrical, telephone, hot and cold water, fire sprinkler, gas, and sewer serve both the Leased Space and other areas of the Terminals, Tenant is only obligated to maintain those branch lines and facilities that exclusively serve the Leased Space; and
where such utility lines are entirely for the exclusive service of the Leased Space, Tenant is obligated to maintain the utility lines from the Leased Space up to the main entry point of the utility to the Terminal(s). Alternatively, the City may, at the Commissioner's sole discretion, maintain such utility lines and charge Tenant the reasonable cost of the maintenance.
(iii) Tenant must maintain all electrical cables, conduits, wiring, fire alarm systems,

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electrical panels and associated equipment located within and serving the Leased Space.
Refuse Handling.

Tenant, at its own cost and expense, must provide for the handling of all refuse, including trash, garbage, recycling and other waste created by its Concession operations and for their disposal at a centrally located collection area within the Airport designated by the Commissioner from time to time. Within its Leased Space, Tenant must provide a complete and proper arrangement for the adequate sanitary handling and disposal of trash, garbage, recycling and other refuse resulting from its Concession operations. Tenant must provide and use suitable covered metal receptacles for all trash, garbage, recycling and other refuse in accessible locations within the boundaries of each Leased Space. Piling of boxes, cartons, barrels or other similar items in an unsightly or unsafe manner on or about the Leased Space or the Common Areas is forbidden. The Commissioner reserves the right, from time to time, to establish time periods or schedules during which Tenant must remove refuse from the Leased Space.
Tenant must comply with all present and future laws, orders and regulations and any rules and regulations promulgated by the Commissioner regarding the separation, sorting and recycling of garbage, refuse and trash, including but not limited to those policies, rules and regulations incorporated in the Airport Concessions Program Handbook and the Sustainable Airport Manual. Tenant must separate and appropriately dispose of recyclable and non- recyclable waste, including organic materials. Recyclable waste includes newspaper, unsoiled paper products, cardboard, plastic, aluminum and glass. Tenant is encouraged to use service goods made from recycled and recyclable materials. All recyclable waste will be disposed at the direction of the CDA. The CDA may also require sorting and disposal of compostable/organic wastes, including food scraps and soiled paper products. Tenants must therefore also provide for the separation of pre-consumer compostable\organic waste for composting. Tenants are expected to fully comply with CDA's waste recovery program by sorting, to the maximum extent possible, recyclable and compostable waste from that which will be sent to landfill.
Tenant acknowledges that any failure to comply with the provisions of this Section 4.9 may cause the City to suffer loss of goodwill and other harm the value of which is difficult to determine, and thus, in addition to any remedies for the Event of Default, the Commissioner will assess as liquidated damages against Tenant, and not as a penalty, the amounts outlined in Exhibit 13.
Promotion.
A. Signs and Advertising. Tenant may, at its own expense and subject to obtaining any necessary permits, install and operate necessary and appropriate identification signs in and on the Retail Space for its promotional use (identifying the Concession operations at the Retail Space in question or the Products sold there). All such signage (especially all signage visible from the Common Areas) must be in compliance with signage and other applicable criteria adopted by the Commissioner or other City agencies from time to time and subject to the prior written approval of the Commissioner as to the number, size, height, location and design (as applicable). Tenant must not install, affix, or display any signage outside the Retail Space except

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as permitted by the Department. Without the prior written consent of the Commissioner, Tenant and its Subcontractors must not distribute any advertising, promotional or informational pamphlets, circulars, brochures or similar materials at the Airport except within the Retail Space and except as are related to Tenant's Concession. Tenant acknowledges that any failure to comply with this Section 4.10(A) may cause the City to suffer loss of goodwill and other harm the value of which is difficult to determine, and thus, in addition to any remedies for the Event of Default, the Commissioner will assess, as liquidated damages against Tenant, and not as a penalty, the amounts outlined in Exhibit 13.
B. Marketing and Advertising Fund. The Department operates a marketing fund ("Fund") for the purpose of financing a program for advertising and promoting Concessions at the Airport. The Program may include advertising, media placements, special events, promotional events, brochures, videos and catalogs, mystery shops, market research and surveys, customer service training etc., as appropriate. The Program will be funded by contributions from the Tenant and other tenants at the Airport. Tenant will contribute an amount of 0.5 percent (0.5%) of Gross Revenues per Lease Year to the Fund. All contributions to the Fund may only be expended for the promotion of concessions and marketing-related staff activities at the Airport and for no other purposes. Tenant shall make its contributions to the Fund monthly in arrears concurrently with its Rent payment under this Agreement. The City may, but is not required to, contribute to the Fund. Tenant has no ownership or beneficial interest whatsoever in the Fund or any unspent moneys therein.
4.11 Distribution and Storage; Deliveries.
It is necessary, due to the number of Concession tenants in the Airport, that the Commissioner protect the Common Areas and the Terminal curb front for the flow of airline passengers. Therefore, Concession deliveries must be made only within the times and at the locations authorized by the Commissioner or his designated representative and otherwise in accordance with the terms of this Agreement. All deliveries that require access to the aircraft operations area ("AOA") must be made by vehicles and drivers qualified and permitted to drive over AOA roadways.
O'Hare. There is currently no central distribution and storage facility at O'Hare; however, the City intends to implement such a facility during the Term of this Agreement. Thereafter, at the option of the Commissioner, after first giving reasonable notice to Tenant, the Commissioner may require Tenant to arrange for all deliveries to the central distribution and storage facility, except where delivery to a third party is prohibited by law, such as delivery of liquor, or as otherwise approved by the Commissioner in writing. At the Commissioner's sole discretion, the central distribution and storage facility, if implemented, may be operated by a third-party contractor selected or approved by the Commissioner. If the central distribution and storage facility is implemented, Tenant must pay the City, orthe third-party operator, Tenant's proportional share of the cost for deliveries to and distribution from the facility ("Distribution Fee") as determined by the Commissioner. Such Distribution Fee will be intended to cover the costs of delivery as well as development, utility, operation and maintenance costs and other costs associated with the opening and/or operation of the central distribution and storage facility and is considered to be Additional Rent.

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C. Tenant acknowledges that the City will not be responsible for and will have no liability related to the operation of (or the failure to operate) the central distribution and storage facility at either Airport, including lost profits, consequential damages or any other losses or damages whatsoever.
4.12 Certain Rights Reserved By the City.
A. Except as expressly provided otherwise in this Agreement: the City has the rights set forth below, each of which the City may exercise with notice to Tenant and without liability to Tenant for damage or injury to property, person or business on account of exercising them; the City's exercise of any such rights is not deemed to constitute a breach of this Agreement or a disturbance of Tenant's use or possession of or Lease to the Leased Space; the City's exercise does not give rise to any claim, including for set-off or abatement of Rent; the City's exercise also does not relieve Tenant of any obligation to pay all Rent when due. The rights include the rights to:
Install, affix and maintain any and all signs on the exterior and on the interior of the Terminals;
Decorate or to make repairs, inspections, alterations, additions, or improvements, whether structural or otherwise, in and about the Terminals, or any part of them, and for such purposes to enter upon the Leased Space, and during the continuance of any of the work, to temporarily close doors, entryways, public space and corridors in the Terminals, and to interrupt or temporarily suspend services or use of facilities, all without affecting any of Tenant's obligations under this Agreement, so long as the Leased Space is reasonably accessible and usable;
Upon request, require Tenant to furnish the Department with copies of door keys for the entry doors of the Leased Space, where applicable, and to retain them at all times, and to use in appropriate instances, keys, including master keys and passkeys, to all doors within and into the Leased Space, but the keys will at all times be kept under adequate and appropriate security by the Department. Tenant must not change any locks, nor affix locks on doors without the prior written consent of the Commissioner. Notwithstanding the provisions for the Department's access to the Leased Space, Tenant releases the City from all responsibility arising out of theft, robbery, pilferage and personal assault unless the same results from the City's gross negligence or willful misconduct. Upon the expiration of the Term of this Agreement or Tenant's right to possession of the Leased Space, Tenant must return all keys to the Concession Management Representative and must disclose the combination of any safes, cabinets or vaults left in the Leased Space;
Approve the weight, size and location of safes, vaults and other heavy equipment and articles in and about the Leased Space and the Terminals so as not to exceed the legal load per square foot designated by the structural engineers for the Airport, and to require all such items and furniture and similar items to be moved into or out of the Terminals and the Leased Space only at the times and in the




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10|manner as the Commissioner directs in writing. Tenant must not install or operate machinery, or any mechanical devices of a nature not directly related to Tenant's ordinary use of the Leased Space without the prior written consent of the Commissioner. Movements of Tenant property into or out of the Terminals or the Leased Space and within the Terminals are entirely at the risk and responsibility of Tenant, and the Commissioner reserves the right to require permits before allowing any property to be moved into or out of the Terminals or the Leased Space;
Establish controls for the purpose of regulating all property and packages, both personal and otherwise, to be moved into or out of the Terminals and the Leased Space;
Regulate delivery and service of supplies and the usage of the apron area, loading docks, receiving areas and freight elevators and designate the times within which, and the locations at which, deliveries may be made to or by Tenant;
Show the Leased Space to prospective Tenants and subtenants at reasonable times and, if vacated or abandoned, prepare the Leased Space for re-occupancy;
Erect, use and maintain pipes, ducts, wiring and conduits, and appurtenances to them, in and through the Leased Space at reasonable locations;
Enter the Leased Space for the purpose of periodic inspection for fire protection, maintenance and compliance with the terms of this Agreement, including but not limited to the Airport Concession Handbook, and exercise any rights granted to City or retained by City in this Agreement; except in the case of emergency, however, the right must be exercised upon reasonable prior notice to Tenant and with an opportunity for Tenant to have an employee or agent present;
Grant to any person the right to conduct any business or render any service in or to the Terminals or the Airport.
Promulgate from time-to-time rules and regulations regarding the operations at the Airport; and
Maintain newspaper vending machines at any location in the Airport.
B. If Tenant is required to perform any sprinkler Work, City reserves the right to perform the Work and charge the Tenant for the cost of the sprinkler Work and specify charges as Additional Rent under the Agreement or to approve Tenant's proposed sprinkler contractor, at the Commissioner's sole option. If any sprinkler work requires a temporary shut-down and/or drainage of the sprinkler system or portion thereof in the Terminal, Tenant must pay an up-front fee of $500 per occurrence in the form of a certified check or money order.


ARTICLE 5 LEASED SPACE AND IMPROVEMENTS
5.1 Leased Space. As provided in Section 4.1, the City grants Tenant the right to use the Leased Space identified in Exhibit I, or portions thereof, from the date of delivery of each


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portion of the Leased Space through the remainder of the Term of this Agreement for the operation of the Concession, except as otherwise provided for herein. Exhibit 1 may be amended by agreement of the Tenant and the Commissioner from time to time to reflect changes in Leased Space, including but not limited to any Additional Space or Relocation Space. As of the Effective Date, all square footage identified in Exhibit 1 is approximate, and is subject to final correction in accordance with field measurements to be taken after completion ofthe Improvements. All such measurements relating to the Leased Space will be made to and from the "lease lines" as identified on Exhibit 1. Tenant must confine all of its Concession operations to its Leased Space. Any conduct of Concession operations outside of Tenant's Leased Space is an Event of Default.
Retail Space. The Leased Space includes the Retail Space identified in Exhibit 1. Retail Space is to be used for the sale of Products at retail to the public.
Storage Space. The Leased Space includes the Storage Space, if any, identified in Exhibit 1. Storage Space is to be used to store inventory and supplies for use in the Retail Space. It may be used for other purposes relating to the Concession with the consent of the Commissioner, but not as a point of retail sale of Products. If the Commissioner determines that Tenant is using Storage Space for purposes unrelated to the Concession, the Commissioner may unilaterally delete the Storage Space from the Leased Space. If the Commissioner determines that the size of the Storage Space exceeds the needs of the Tenant, the Commissioner may unilaterally reduce the size of the Storage Space.
Additional Space.
0 During the Term, the Commissioner may from time to time, at his/her sole discretion, make Additional Space available in the Terminals for Tenant's Concession operations. In such event, the Commissioner will send written notice to Tenant to advise Tenant of the following:
size and location of the Additional Space being offered, if any;
whether the Additional Space is being offered as Retail Space or Storage Space; and
the City's Shell and Core obligations and Tenant's Improvement obligations for the Additional Space.
Within 30 days after receiving the notice from the Commissioner, Tenant must notify the Commissioner if it accepts or rejects the Additional Space and, if the Additional Space is Retail Space, the proposed Improvements and the amount by which Tenant proposes to increase its Minimum Annual Guarantee to reflect the anticipated increase in Gross Revenues from the Additional Space. Upon notification from Tenant to the Commissioner that Tenant accepts the Additional Space and, ifthe Additional Space is Retail Space, acceptance by the Commissioner ofthe proposed Improvements and increase in the Minimum Annual Guarantee, the square footage will be added to the Retail Space or Storage Space, as applicable, under this Agreement and Exhibits 1 and 2 modified



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accordingly. Upon notification from Tenant to the Commissioner that it rejects the Additional Space or if Tenant fails to notify the Commissioner within 30 days that it accepts the Additional Space, the offer will terminate, and the Commissioner may offer the Additional Space to others.
(I) Nothing in (i) above requires the Commissioner to offer any Additional Space to Tenant or limits or restricts the Commissioner's or the City's right to enter into any Concession agreement with any third party for such space. Additional Space, if any, offered to Tenant is solely for the benefit of the Airport to enhance Airport revenues, and whether or not to offer such Additional Space to Tenant is at the Commissioner's sole and absolute discretion. TENANT HAS NO RIGHT TO BE OFFERED ANY ADDITIONAL SPACE.
(iii) The maximum aggregate amount of Retail Space that may be offered to Tenant as Additional Space is 2,000 sq. ft.
D. Relocation Space. The Commissioner may at any time during the Term require Tenant to relocate all or portion of the Leased Space to another location within the Airport and terminate the Lease with respect to the Leased Space being vacated when, in the sole discretion of the Commissioner, the relocation is necessary for other Airport purposes or is in the best interest ofthe City. In such an event:
(T) The Commissioner will notify Tenant in writing within a reasonable period of time prior to the relocation of all or part of the Leased Space. Such notice will be not less than 90 days in advance of the relocation but, in any event, notice is not required more than 180 days in advance.
(if) If a Retail Space is being relocated and the Relocation Space has, in Tenant's reasonable business judgment, diminished size, visibility, and/or exposure to passenger traffic in comparison to the Retail Space being vacated, Tenant may so notify the Commissioner in writing no later than 15 days after Tenant receives the Commissioner's notice. Such notice must detail with reasonable specificity why Tenant believes that the Relocation Space is not comparable to the Retail Space being vacated and the projected adverse impact on Tenant's sales. Tenant and Commissioner may thereafter negotiate an adjustment in the Percentage Fee and/or the Minimum Annual Guarantee for the Relocation Space to reflect the differences in size, visibility, and/or passenger traffic. If the Tenant and Commissioner fail to agree on such an adjustment or if Tenant otherwise rejects the Relocation Space, then the Lease for the Retail Space being vacated will terminate on the date for the relocation set forth in the Commissioner's notice, and the Minimum Annual Guarantee as of such date will be adjusted in proportion to the percentage of Tenant's Gross Revenues from prior Lease Year that were generated at the Retail Space being vacated. Further, if the Lease of the Retail Space being vacated is terminated, Tenant is entitled to a credit, equal to the unamortized portion of Tenant's actual Improvement Costs for the Retail Space being vacated (but excluding any Improvement Costs for Tenant personal property or any portion of the Improvements that can be moved and used by

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Tenant elsewhere), against Rent due and owing to the City from Tenant until the full amount of the credit has been applied against Rent.
(iii) Except when Tenant rejects Relocation Space pursuant to (ii) above, the City is responsible for costs incurred in the relocation or replication of the Improvements in the Leased Space being vacated, including the cost of moving Tenant's equipment and inventory and the cost of constructing replacement Improvements comparable to the condition of the Improvements in the Leased Space being vacated as of the date of relocation, to the extent comparable Improvements do not already exist in the Relocation Space. In the case of a relocation, Tenant must promptly vacate the portion of the Leased Space required to be vacated and as to which this Agreement is being terminated and return the portion of the Leased Space in as good or better condition as existed as of the date that the City gave Tenant possession of the Leased Space being vacated, unless the Commissioner otherwise agrees in writing. The City will endeavor not to require Tenant to move from the Leased Space being vacated to the Relocation Space before Work on Improvements in the Relocation Space is completed, but the Leased Space being vacated may be needed for other Airport purposes prior to the completion of Improvements in the Relocation Space. Because the City is replacing Improvements in kind, Tenant is not entitled to any credit for unamortized Improvement Costs for the Leased Space being vacated, and the unamortized Improvement Costs for the Leased Space being vacated will deemed to be the unamortized Improvement Costs for the Relocation Space and continue to be amortized on the same schedule as the original Leased Space.
Title to Property in the Leased Space. Tenant shall retain title and ownership to all Products and other Tenant personal property and proprietary trade fixtures in the Leased Space, except in the event of deemed abandonment, as provided in Section 6.3. The City owns all other property in the Leased Space, including the Shell and Core and, upon completion, Tenant Improvements.
Shell and Core. The City is responsible for providing Shell and Core, if any are specified in Exhibit 4, for the Leased Space. The City makes no warranty, either express or implied, as to the design or condition of the Leased Space, including the Shell and Core, or the suitability of the Leased Space, including the Shell and Core, for the Tenant's purposes or needs. The City is not responsible for any patent or latent defect, and Tenant must not, under any circumstances, withhold any amounts payable to the City under this Agreement on account of any defect in the Leased Space, including the Shell and Core; if feasible, however, the City will assign to Tenant any warranties obtained from the City's contractor for the Shell and Core and/or the right to enforce City's rights under its contract for the Shell and Core. After the City delivers the Shell and Core to Tenant, Tenant must immediately notify the Commissioner of any defects in the Shell and Core.
Tenant's Improvement Obligations.
A. Retail Space and Storage Space. Unless otherwise agreed in writing by the Commissioner, Tenant must complete, or cause to be completed, the Improvements as described


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in the Development Plan. Improvements shall be at Tenant's sole cost and expense and must be completed on or before the Date of Beneficial Occupancy set forth for each portion of the Leased Space in accordance with the schedule set forth in the Development Plan, subject to Section 11.20, "Force Majeure". Failure to achieve DBO for the Improvements in accordance with the schedule in the Development Plan will result in liquidated damages pursuant to Section 5.5(J).
Additional Space. Tenant must complete or cause to be completed, at Tenant's sole cost and expense, the Improvements for each Additional Space approved by the Commissioner by the proposed Date of Beneficial Occupancy applicable to each such Additional Space, at a total investment in Improvement Costs for each permanent Additional Space of at least 95% of the budget approved by the Commissioner.
Temporary Relocation Space and Additional Space. The Commissioner may require Tenant to operate the Concession, prior to the Date of Beneficial Occupancy applicable to any Relocation Space and Additional Space, from a temporary Relocation Space, at City's sole cost and expense. If approved by the Commissioner, Tenant may use temporary or used fixtures, trade fixtures and equipment and is not required to install Improvements except to the extent necessary to make the temporary Relocation Space useable.
Improvement Costs. Only Improvement Costs of the types set forth in the budget in the Development Plan are deemed to be validly incurred Improvement Costs for purposes of this Agreement. Tenant must provide the Commissioner with a statement certified by Tenant, setting forth the aggregate amount of the Improvement Costs expended by Tenant for each Leased Space, with such detail as may be reasonably requested by the Commissioner. The certified statement must be submitted at the same time as the "as-built" drawings for the Leased Space. Tenant must make available to the Commissioner, at the Commissioner's request, receipted invoices for labor and materials covering all Improvement Costs. The Commissioner has the right to audit the Improvement Costs. If there is a discrepancy of 5% or more, the cost of the audit must be paid promptly by Tenant upon request. If the Tenant's actual Improvement Costs for any portion ofthe Leased Space are less than 95% of the amount set forth in the Development Plan for said portion ofthe Leased Space, Tenant must, within 30 days after the date of completion of the Work or the Date of Beneficial Occupancy, whichever is earlier, pay the City the difference between 95% of the amount set forth in the Development Plan and the actual Improvement Cost for said portion ofthe Leased Space. The actual Improvement Costs, as approved by the Commissioner, will be memorialized in the confirmation of DBO for the Leased Space in question and attached to Exhibit 1.
5.5 Work Requirements.
A TIME IS OF THE ESSENCE IN THE PERFORMANCE OF WORK UNDER THIS AGREEMENT.
B. Compliance with Standards. Tenant must comply in its design, construction, use, occupancy and operation of the Leased Space, at its own cost, with:
(i) all regulations and directives now or later promulgated by the United States Federal Aviation Administration ("FAA") or Transportation Security Administration ("TSA") pertaining to airport security, as such regulations and

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directives may be amended or modified from time to time during the Term of this Agreement;
all federal, State of Illinois, and City laws, rules, regulations and ordinances, including all building, zoning and health codes and all Environmental Laws; and
the Design and Construction Standard Operating Procedures- Concessions Projects ("C-SOP") C-SOP, the Airport Concession Program Handbook, and the Sustainable Airport Manual.
Tenant must complete or cause to be completed all Improvements in accordance with all rules, regulations and standards, including the C-SOP, and the approved Construction Documents (as defined below) for any Improvements. If there is a conflict between work requirements stated in this Agreement and those set forth in the C-SOP, the Commissioner has the sole discretion to determine which prevails. No construction must take place until the Commissioner has approved the Construction Documents.
Tenant must provide for any supplemental heating, cooling and exhaust facilities that Tenant may require to properly heat, cool, ventilate and exhaust air in the Leased Space. All such supplemental facilities must be designed and installed in accordance with the C-SOP and applicable building codes and must be approved by the Commissioner prior to installation. If at any time the Tenant's supplemental heating, cooling and exhaust facilities fail to comply with the design and operational standards set forth in the C-SOP, Tenant must, on notice from the City, cause repairs to be made so that Tenant is in compliance with this requirement.
In addition to the requirements set forth in the C-SOP, Tenant acknowledges the City's goal to incorporate environmentally sustainable design in building, infrastructure, and tenant improvements at the Airport. Accordingly, Tenant agrees to use best efforts to incorporate sustainable design practices in the development and build out of the Leased Space, to engage a LEED® (Leadership in Energy and Environmental Design) accredited professional on its architectural team, to create an operational plan that incorporates sustainable practices in all aspects of the daily operation of the Leased Space, and to comply to the extent that it is commercially reasonable to the requirements of the Sustainable Airport Manual.
Development Plan. Tenant's Development Plan, as approved by the Commissioner, is attached hereto as Exhibit 3. It describes and depicts the Tenant's thematic concept for the Retail Space (including storefront design images, as appropriate), floor plan(s) of the Retail Space, its plan and schedule for implementing the Improvements and commencing Concession operations in the Leased Space, temporary facilities that may be necessary to meet the requirements of this Agreement, and its other submission requirements as set forth in the C- SOP. The Development Plan must include the anticipated Date of Beneficial Occupancy of each Retail Space, the budgeted Improvement Costs for each Retail Space, and the dates by which City must complete the Shell and Core and the Delivery Date necessary in order to achieve the anticipated DBO for each Retail Space.
30, 60, 90 and 100 Percent Design Phase. Tenant must submit to the Commissioner its proposed 30, 60, 90, 100 Percent design drawings and specifications prepared as required under the C-SOP. The C-SOP outlines the timing and expectations for submissions at

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each percentage of the design phase. . The C-SOP also provides the timing of the review by the Commissioner. Tenant must adhere to the time required to respond to the Commissioner's comments as outlined in the C-SOP. If Tenant fails to provide acceptable designs, after 5 attempts, an Event of Default can be declared by the Commissioner.
Start of Construction. For each portion of the Leased Space, within 10 days after the latest of occur of: 1) the date the City delivers to Tenant possession of said portion of the Leased Space, 2) the date Tenant has obtained applicable building permits for said portion ofthe Leased Space, and 3) the date of commencement of construction set forth in the Development Plan, Tenant must begin construction of the Improvements under and consistent with the approved Construction Documents, in a diligent, first-class and workmanlike manner. Commissioner may require Tenant and its Subcontractors to meet with the Department's construction manager and Concessions Management Representative prior to starting construction. Among other requirements, the Improvements:

Must conform with all architectural, fire, safety, zoning and electrical codes and all federal, State, City and other local laws, regulations and ordinances pertaining to them, including the ADA, and all Airport standards, procedures and regulations.
Must be free and clear of any mechanics' or materialmen's liens or similar liens or encumbrances.
Except as otherwise provided in this Agreement, must be completed entirely at Tenant's cost and expense and in accordance with the requirements of this Agreement including, but not limited to, the requirements and procedures set forth in the C-SOP.
Upon the request of the Commissioner, Tenant must purchase and install a security camera and connect the camera feed into a junction box at a location to be determined by the Commissioner. Tenant will permit the Commissioner to connect the security camera to the Airport security system.
Approval ofthe Construction Documents by the Commissioner does not constitute his/her or the City's representation or warranty as to their conformity with any architectural, fire, safety, zoning, electrical or building code, and responsibility therefore at all times remains with Tenant. Tenant must not permit its design and construction Subcontractors to make any modifications to base building systems without prior written consent of the Commissioner
Change Order Review. Tenant must cause all Work to be performed in a first class, good and workmanlike manner and in accordance with the Construction Documents. Tenant may request in writing that change orders relating to the Work be responded to by the City, and the City will so respond within 10 days, unless a response within 10 days is unreasonable in the circumstances, in which case the response period will be as reasonably determined by the City but in no event longer than 20 days. At all times during the Work, Tenant must have on file with the Commissioner and on the construction site for inspection by the Commissioner, a copy of the approved Construction Documents. Tenant must immediately begin to reconstruct or replace and diligently pursue to completion, at its sole cost and expense,


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before or after completion of the Work, any Work that is not performed in accordance with the Construction Documents as approved by the Commissioner.
Inspection of Improvements in Progress. The Department has the right to enter upon the Leased Space for the purposes of inspecting and recording the Improvements in progress, ensuring that Tenant's construction complies with the Construction Documents, and rejecting any such construction that does not so conform.
Notice of Substantial Completion and Inspection. At least 10 days prior to anticipated substantial completion of the construction of a Leased Space, Tenant must deliver to the Commissioner a "notice of substantial completion" in order for the Commissioner to schedule a representative to inspect the Improvements. On the date specified in the notice of substantial completion, the Department will perform a final inspection of the Improvements for compliance with the Construction Documents for the Improvements, and will, not later than 10 days after inspection, provide a punch list to Tenant describing in sufficient detail any discrepancies between the Improvements and the Construction Documents. Tenant must cause all discrepancies (other than those approved by the Commissioner as variances) to be reconstructed, replaced or repaired in substantial accordance with the Construction Documents. Within 10 days after the date of substantial completion and prior to commencing Concession operations in Leased Space, Tenant must provide, as evidence of the substantial completion of the Work, copies of any and all Certificates of Occupancy and other approvals, if any, necessary for Tenant to occupy the portion of the Leased Space for its intended use. Tenant shall not commence Concession operations in the Leased Space until such documents have been received by the Commissioner and until authorized to do so by the Commissioner.
I. Timeliness - Punch Lists; Opening for Business. Tenant acknowledges that if it fails
to comply with Construction Document requirements (including all tasks necessary to satisfy them,
such as, but not limited to, applying at the earliest possible time for and diligently pursuing all
necessary building permits), the delay may cause the City to suffer substantial damages, including
loss of goodwill, that might be difficult to ascertain or prove. For that reason, but subject to
extensions that may be approved by the Commissioner, if Tenant has not caused the Improvements
to be substantially completed in accordance with the Construction Documents and Retail Space to
be open to the public for business not later than the scheduled Date of Beneficial Occupancy in the
Development Plan:
Tenant must pay the City liquidated damages at the rate of $250 per day for each day from and after the Date of Beneficial Occupancy, until the date on which the Retail Space actually opens to the public for business; and
Tenant must cooperate with the Commissioner in providing the interim Concession operations from kiosks or other temporary locations, as the Commissioner may reasonably require, to serve the patrons of the Terminals until the applicable Improvements have been completed and the Retail Space is open to the public for business; and
if, for any reason. Tenant fails to substantially complete the Improvements in accordance with the approved Construction Documents relating to them and open

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the Retail Space to the public for business within 30 days after the Date of Beneficial Occupancy, the failure is an Event of Default, and the City has the right to exercise any and all remedies under this Agreement, at law or in equity; and further,
if Tenant is permitted to open for business in accordance with the schedule in the Construction Documents but any punch list items are not completed within 30 days following the date on which Tenant opens to the public for business, the Commissioner will assess liquidated damages against Tenant at the rate of $250 per day per punch list item not timely completed; and
if Tenant is permitted to open for business but any punch list items are not completed within 60 days following the date on which Tenant opens to the public for business, the City reserves the right, at the Commissioner's sole discretion, to either:

complete the punch list Work at the City's cost and bill the Tenant for this Work, in which case the charges are considered Additional Rent; or
close the affected Retail Space until all outstanding punch list items are completed.
J. Post-construction Documentation. Tenant must submit a complete set of "as- built" drawings and documentation as outlined in the C-SOP to the Commissioner within 30 days after the date the Commissioner authorizes Tenant to begin Concession operations in the Leased Space. The as-built drawings and documentation are and become the property of the City, except to the extent of any intellectual property reflecting Tenant's trademarks, trade names or trade dress contained in them.
K. Mechanics' Liens. Tenant must not permit any mechanics' lien for labor or materials furnished or alleged to have been furnished to it to attach to any portion of the Leased Space, the Airport, Tenant's leasehold interest, or this Agreement in any way relating to any work performed by or at the direction of Tenant. Upon making payments to Subcontractors, Tenant must obtain from each Subcontractor a waiver of mechanics' liens against any portion of the Leased Space, the Airport, Tenant's leasehold interest, or this Agreement arising out of any Work done by the Subcontractor and each and every of the Subcontractor's materialmen and workmen. If, nonetheless, any such mechanics' lien is fded upon any portion of the Leased Space, the Airport, Tenant's leasehold interest, or this Agreement, Tenant must indemnify, protect, defend and save harmless the City against any loss, liability or expense whatsoever by reason of the mechanic's lien and must promptly and diligently proceed with or defend, at its own expense, the action or proceedings as may be necessary to remove the lien. Tenant must deliver notice to the Commissioner of any such lien or claim within 15 days after Tenant has knowledge of it. Tenant may permit the mechanics to remain undischarged and unsatisfied during the period of the contest and appeal; provided that, upon request by the Commissioner, Tenant must post a bond with the City equal to 150% of the amount of the lien. If the lien is stayed and the stay later expires or if by nonpayment of any lien any portion ofthe Leased Space, the Airport, Tenant's leasehold interest, or this Agreement will be, or is claimed to be,

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subject to loss or forfeiture, then Tenant must immediately pay and cause to be satisfied and discharged the lien. If Tenant fails to do so, the Commissioner may, in his or her sole discretion, draw on the bond and make such payment. If the Commissioner has not requested a bond, then the Commissioner may, in his or her sole discretion, make such payment out of legally available Airport funds and, in such event, the amount paid shall immediately be payable by Tenant as Additional Rent. Failure to post a bond when requested by the Commissioner or pay such Additional Rent shall be an Event of Default.
L Mid-Term Refurbishment. Tenant must budget and expend such funds as necessary to undertake a mid-Term refurbishment of each Retail Space during or about the middle of the Term in order to ensure that each Retail Space presents a first-class appearance to the public. The minimum expenditure does not include financing costs, interest, and inventory or intracompany charges of the Tenant. The scope and extent of the renovation, remodeling, and upgrade and\or redecorating for such mid-Term refurbishment shall be jointly determined by the Commissioner and Tenant.
5.6 Damage or Destruction of Improvements.
Insubstantial Damage. If Improvements to any Leased Space are damaged, in whole or in part, by fire or casualty, and there is no Major Damage (as defined below) to the portion of the Terminals served by the damaged Improvements, then the City will repair any damage to the Shell and Core at the City's expense, and Tenant must repair the damage to the Improvements as soon as reasonably possible (after completion of the Shell and Core) at Tenant's expense.
Major Damage.
(j) "Major Damage" means any damage or destruction that, based on reasonable estimates made by the Department within 60 days after the occurrence of the damage or destruction, in order to be repaired to the condition existing before the damage or destruction:
a would cost, with respect to the Improvements, in excess of 50% of the replacement cost value of all Improvements; and
b. would cost, with respect to the Shell and Core, in excess of 50% of the replacement cost of the Shell and Core, or would require, in the sole judgment of the Commissioner, more than nine months to complete.
(ii) If any part of the Terminals suffers Major Damage, whether or not including any portion of the Leased Space located in them, in whole or in part by fire or other casualty, the Commissioner has the right, for a period of six months starting on the date of the occurrence, to elect not to repair the Major Damage as otherwise required under this section, by giving written notice of the election to Tenant. Ifthe Commissioner notifies Tenant of the Commissioner's election not to repair the Major Damage, this Agreement will terminate as to the affected Leased Space effective as of the date of the Major Damage, all Rent due under this Agreement




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will be prorated to the date of termination, and Tenant must surrender the affected portion of the Leased Space to the City.
If any portion of the Leased Space suffers Major Damage, and if after the occurrence of the damage the Agreement is not terminated, the Commissioner and the Airport architect will estimate the cost of restoration and the length of time that will be required to repair the damage and will notify Tenant of the estimate. If the damage can be repaired and the Improvements restored before the Term expires, then Tenant must repair the damage and restore the Improvements. If repair and restoration cannot be substantially completed before the Term expires, then this Agreement terminates as to the portion of the Leased Space as of the date of the Major Damage.
If this Agreement is not terminated in accordance with paragraphs (B) (ii) or (iii) and a casualty has damaged or destroyed any portion of the Shell and Core involving the Leased Space, the City will restore the Shell and Core to the condition existing on the Delivery Date, according to the original as-built plans and specifications. Upon completion of the City's Shell and Core restoration work, if any, Tenant must proceed to rebuild the Improvements as nearly as possible to the character of Improvements existing immediately before the occurrence.
Before beginning to replace, repair, rebuild or restore Improvements, Tenant must deliver to the Commissioner a report of an independent consultant acceptable to the Commissioner setting forth:
a an estimate of the total cost of the Work;
h the estimated date upon which the Work will be substantially completed; and
c a statement to the effect that insurance proceeds are projected to be sufficient to pay the costs of the Work.
The Commissioner will use commercially reasonable efforts to provide suitable temporary Relocation Space during the period of restoration subject to the reasonable approval of Tenant. Tenant must relocate the Concession operations to the temporary Relocation Space, and the costs associated with any such relocation, including moving expenses and the cost of reconstructing the Improvements in the temporary Relocation Space, must be borne by Tenant.
C. Tenant's Option. If the Leased Space or a portion of it is subject to Major Damage during the final three years of the Term, Tenant has the right, for a period of 60 days beginning on the date ofthe occurrence, to elect not to restore the affected Improvements as otherwise required under this Agreement by giving the Commissioner written notice of the election, in which event this Agreement will, as to the portion of the Leased Space, terminate upon the notice. If Tenant desires to rebuild the affected Leased Space, it may do so only upon the written approval of the Commissioner.

D. Insufficient Insurance. In no event will the City be obligated to repair, alter, replace, restore, or rebuild any Improvements, or any portion of them, nor to pay any of the costs or expenses for them. If Tenant's available insurance proceeds are not sufficient to cover the cost of the restoration as required under this Section, then Tenant is liable to complete the repairs at its own cost and expense, except as provided in (C) above.
5.7 City Resident Construction Worker Employment Requirement.
Use of Residents. In connection with and during the construction of any Work in excess of $100,000 in Improvement Costs, Tenant and its Subcontractors must comply with the provisions of § 2-92-330 ofthe Municipal Code of the City of Chicago ("Municipal Code"), as amended from time to time concerning the minimum percentage of total construction worker hours performed by actual residents of the City. (At least 50% of the total construction worker hours worked by persons on the site of the Work must be performed by actual residents of the City. Tenant may request a reduction or waiver of this minimum percentage level of Chicagoans in accordance with standards and procedures developed by the Chief Procurement Officer of the City.) In addition to complying with this percentage, Tenant and its Subcontractors are required to make good faith efforts to utilize qualified residents of the City in both unskilled and skilled labor positions. "Actual residents ofthe City" means persons domiciled within the City. The domicile is an individual's one and only true, fixed and permanent home and principal establishment. Tenant and each Subcontractor (for purposes of this subsection, "Employer") must provide for the maintenance of adequate employee residency records to ensure that actual Chicago residents are employed. Each Employer will maintain copies of personal documents supportive of every Chicago employee's actual record of residence.
Certified Payroll Reports. Weekly certified payroll reports (U.S. Department of Labor Form WH-347 or equivalent) must be submitted by hard copy or electronically to the Commissioner and must identify clearly the actual residence of every employee on each submitted certified payroll. The first time that an employee's name appears on a payroll, the date that the Employer hired the employee should be written in after the employee's name.
Inspection of Records. Each Employer must provide full access to its employment records to the Chief Procurement Officer, the Commissioner, and the Superintendent of the Chicago Police Department, the Inspector General or any duly authorized representative of any of them. Each Employer must maintain all relevant personnel data and records for a period of at least 3 years after final acceptance of the Work. At the direction of the Commissioner, affidavits and other supporting documentation may be required of each Employer to verify or clarify an employee's actual address when doubt or lack of clarity has arisen.
Level of Effort. Efforts on the part of each Employer to provide utilization of actual Chicago residents that are not sufficient for the granting of a waiver request as provided for in the standards and procedures developed by the Chief Procurement Officer will not suffice to replace the actual, verified achievement of the requirements of this section concerning the worker hours performed by actual Chicago residents.
Shortfalls; Liquidated Damages. When the Work is completed, in the event that the City has determined that Tenant has failed to ensure the fulfillment of the requirement of this

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section concerning the worker hours performed by actual Chicago residents or failed to report in the manner as indicated above, the City will thereby be damaged in the failure to provide the benefit of demonstrable employment to Chicagoans to the degree stipulated in this section. Therefore, in such a case of non-compliance, it is agreed that 1/20 of 1% of the aggregate hard construction costs of the Improvement Costs (the product of .0005 x such aggregate hard construction costs) (as evidenced by approved contract value for the actual contracts) must be surrendered by Tenant to the City as liquidated damages, and not as a penalty, in payment for each percentage of shortfall toward the stipulated residency requirement. Failure to report the residency of employees entirely and correctly will result in the surrender of the entire liquidated damages as if no Chicago residents were employed in either of the categories. The willful falsification of statements and the certification of payroll data may subject Tenant and/or the Subcontractors to prosecution. The City may draw against the security any amounts that appear to be due to the City under this provision pending the City's determination as to the full amount of liquidated damages due on completion of the Work.
Nothing set forth in this section acts as a limitation upon the "Notice of Requirements for Affirmative Action to Ensure Equal Employment Opportunity, Executive Order 11246" and "Standard Federal Equal Employment Opportunity, Executive Order 11246," or other affirmative action required for equal opportunity under the provisions of this Agreement or related documents, as applicable.
Inclusion in Subcontracts. Tenant must cause or require the provisions of this section to be included in all construction Subcontracts related to the Work.

Licensing of General Contractor. This Agreement is subject to Chapter 4-36 of the Municipal Code which requires all persons acting as a general contractor (as defined in Chapter 4-36) to be licensed as a general contractor by the City. Tenant's failure to ensure that any general contractor working on Improvements complies with Chapter 4-36 will be an Event of Default.
Prevailing Wages. In connection with the construction, repair, and maintenance of Improvements, Tenant must comply with the applicable provisions of 820 ILCS 130/0.01 et seq. regarding the payment of prevailing wages, and the most recent Illinois Department of Labor schedule of prevailing wages, and any successors to them. Tenant must insert appropriate provisions in all Subcontracts covering construction work under this Agreement to ensure compliance of all construction Subcontractors with the foregoing wage statutes and regulations.
Subcontractor Certifications. Tenant must require all Subcontractors performing Work in connection with this Agreement to be bound by the following provision and Tenant must cooperate fully with the City in exercising the rights and remedies described below or otherwise available at law or in equity:
"Subcontractor certifies and represents that Subcontractor and any entity or individual that owns or controls, or is controlled or owned by, or is under common control or ownership with Subcontractor is not currently indebted to the City and will not at any time during the Term be indebted to the City, for or on account of any delinquent taxes, liens, judgments, fees or other debts for which no



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written agreement or payment plan satisfactory to the City has been established. In addition to any other rights or remedies available to the City at law or in equity, Subcontractor acknowledges that any breach or failure to conform to this certification may, at the option and direction of the City, result in the withholding of payments otherwise due to Subcontractor for services rendered in connection with the Agreement and, if the breach or failure is not resolved to the City's satisfaction within a reasonable time frame specified by the City in writing, may result in the offset of any such indebtedness against the payments otherwise due to Subcontractor and/or the termination of Subcontractor for default (in which case Subcontractor will be liable for all excess costs and other damages resulting from the termination.)"
5.11 MBE/WBE Compliance. Tenant shall make good faith efforts to meet the following goals with respect to participation of Minority Business Enterprises/Woman-Owned Business Enterprises ("MBE/WBE") in the design (including professional services) and construction of Tenant's Improvements, respectively: (i) Design: 25% MBE and 5% WBE; and (ii) Construction: 26% MBE and 6% WBE. However, in consideration of the anticipated costs of the design and construction of the Concession, the City will accept a participation plan that meets a combined single Design and Construction goal of 26% MBE and 6% WBE participation, which participation may be achieved with any combination of construction and design contracts. The Special Conditions and related forms used by the City in its own procurements are attached hereto as Exhibit 9 and should be used by Tenant's Contractors. Tenant must submit to the CMR completed Schedules Cs and D's from its design and construction Contractors demonstrating their percentage MBE and WBE participation commitments, and their good faith efforts to achieve the foregoing goals if the commitments are less than those goals. Thereafter, Tenant must submit periodic reports to the CMR, in a form and frequency determined by the Commissioner, documenting its Contractors' compliance with their commitments.
ARTICLE 6 TERM OF AGREEMENT
Term. The term of this Agreement is the Term as defined in Article 3, unless this Agreement is terminated earlier in accordance with its terms.
Holding Over.

With consent. Any holding over after expiration of the Term with the written consent ofthe Commissioner constitutes a month-to-month lease on the same terms and conditions as this Agreement, including payment of the Rent attributable to the portion or portions of the Leased Space that Tenant continues to occupy. Thereafter, Tenant must surrender and vacate the Leased Space no later than the 30th day following notice from the Commissioner that the month-to-month holdover is terminated; Tenant's failure to do so shall be deemed a holding over without consent under (B).
Without consent. If Tenant continues to occupy all or a portion of the Leased Space without the written consent of the Commissioner after expiration or termination of this

Agreement in its entirety, or as to any such portion of the Leased Space where the Lease under this Agreement has expired or terminated, the holding over constitutes a month-to-month lease on the same terms and conditions as this Agreement, except that Tenant must pay Rent for the entire holdover period for the Leased Space where the Lease has expired or been terminated at double the annual rate of the Rent payable for that Leased Space during the immediately preceding Lease Year. No occupancy of Leased Space by Tenant after the expiration or other termination of the Lease under this Agreement with respect to such Leased Space extends the Term of this Agreement or the Lease, except as a holdover tenancy. Also, in the event of such holdover tenancy, Tenant shall indemnify the City against all damages arising out of the Tenant's retention of occupancy, including but not limited to any costs incurred by the City to evict Tenant, and all insurance policies and letters of credit required to be obtained and maintained by Tenant as set forth in this Agreement shall continue in effect.
6.3 Return of the Leased Space and Removal of Improvements.
At the termination or expiration for any reason of this Agreement or the Lease as to any portion ofthe Leased Space, Tenant must promptly, peaceably, quietly and in good order quit, deliver up and return the Leased Space (or that portion as to which the Lease has terminated, in the case of a partial termination) in good condition and repair, ordinary wear and tear and damage by fire or other casualty excepted.
Tenant must remove all Tenant personal property and trade fixtures from the Leased Space or the portions of the Leased Space before the date of termination or expiration. Any personal property or trade fixtures remaining in the Leased Space 48 hours after the date of termination or expiration shall be deemed abandoned, and the City may dispose of such personal property or trade fixtures in the Commissioner's sole discretion, and Tenant shall have no claim to the proceeds, if any, from such disposition.
Further, at the Commissioner's request (which request will be given in writing at least 30 days before the termination or expiration of the Term), Tenant must remove all Improvements installed by or for Tenant, or Tenant's agents, employees or Subcontractors, except for Improvements that the Commissioner may elect to require Tenant to leave in place. As provided in Section 5.2, all Improvements are City property and, if not requested to be removed by the Commissioner, may be used by the City or a replacement tenant; provided, however, that all of Tenant's trade dress, service marks, trademarks and trade names shall be removed, obliterated or painted out in a commercially reasonable manner at Tenant's cost. If directed by the Commissioner to remove Improvements, Tenant must also cap off any plumbing or drains and remove, obliterate or paint out any and all of its signs, advertising and displays as the Commissioner or his designated representative may direct, and repair any holes or other damage left or caused by Tenant.
Tenant must repair any damage to the Leased Space caused by Tenant's removal of Tenant personal property, trade fixtures and Improvements. All the removal and repair required of Tenant under this section are at Tenant's sole cost and expense.
If Tenant fails to perform any of its foregoing obligations, then the Commissioner may cause the obligations to be performed by Department personnel or City contractors, and


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Tenant must pay the cost of the performance, together with interest thereon at the Default Rate from and after the date the costs were incurred until receipt of full payment therefor.
Termination Due to Change in Airport Operations. This Agreement, or the Lease of any affected Leased Space, is subject to termination by either party on 60 days' written notice in the event of any action by the FAA, the TSA or any other governmental entity or the issuance of an order by any court of competent jurisdiction which prevents or restrains the use ofthe Airport, the Terminals or a portion thereof that renders performance by either party in the Leased Space impossible, and which governmental action or court order remains in force and is not stayed by way of appeal or otherwise, for a period of at least 90 days, so long as the action or order is not the result of any Event of Default of Tenant.
Eminent Domain.

If the entirety of the Terminals or a substantial part of them, including the entire Leased Space, is taken by eminent domain by an authority other than the City, the Term of this Agreement will end upon the earlier of the date when possession is required by the condemning authority or the effective date of the taking.
If any eminent domain proceeding is instituted by an authority other than the City in which it is sought to take any part of the Airport or the Terminals, the taking of which would, in the good faith judgment of the Commissioner or Tenant, render it impractical or undesirable to conduct Concession operations on the remaining portion of the Leased Space for the intended purposes, the Commissioner and Tenant will each have the right to terminate this Agreement upon not less than 90 days' written notice to the other.
In the event of termination of this Agreement under either (A) or (B), all Rent accrued for the Leased Space in question prior to the termination date is payable to the City. However, the City shall have no obligation to pay Tenant any unamortized Improvement Costs for such Leased Space, and Tenant shall look solely to the condemning authority for any award of damages.
Early Termination. Notwithstanding anything to the contrary set forth in this Lease, the Commissioner may terminate this Agreement with respect to any or all of the Leased Space without cause for any reason, in the Commissioner's sole discretion, upon at least ninety
(90) days prior written notice to Tenant. Upon the effective date set forth in such notice, Tenant shall surrender and vacate that portion of Leased Space as to which this Agreement is being terminated as if the Agreement had expired on that date with respect to such Leased Space. In the event of such early termination, the City shall pay to Tenant a "Leased Space Termination Payment", which shall be defined herein to include the following: (i) a sum equal to the unamortized balance of Tenant's Improvement Costs with respect to the Leased Space being terminated, depreciated using the straight-line method over 84months commencing on the Date of Beneficial Occupancy of the Leased Space being terminated; and (ii) a sum equal to Gross Revenues earned by Tenant from the Leased Space being terminated during the four (4)-month period immediately preceding the termination date, less the Rent payable to the City for that period. Upon Tenant's receipt of the Leased Space Termination Payment and vacation of the Leased Space, the City and Tenant shall thereafter be released from any and all obligations under

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this Agreement with respect to the Leased Space except for such obligations which are expressly stated to survive the expiration or earlier termination of this Agreement.


ARTICLE 7 RENT AND FEES
7.1 Rent Payable.
A. In consideration of Tenant's Lease of the Leased Space and the License to operate its Concession in the Leased Space and the associated rights and privileges granted in this Agreement, Tenant must pay the following, without notice or demand, as rent and fees (collectively, "Rent") as follows:
a Percentage Fee. The "Percentage Fee" is an amount equal to the percentage rental rates set forth in Exhibit 2 as applied to Gross Revenues.
b. Minimum Annual Guarantee. There is no "Minimum Annual Guarantee (MAG)" or "MAG" for the first Lease Year of the Term. The Minimum Annual Guarantee for the second Lease Year is 85% of the Percentage Fee payable in the first Lease Year. Beginning with the third Lease Year, and for each Lease Year thereafter, the MAG will equal the greater of 85% of the Percentage Fee payable calculated for the prior Lease Year and the Minimum Annual Guarantee for the second Lease Year.

In the event the Leased Space is comprised of two or more distinct Retail Spaces that are opening for Concession operations on different dates, then Exhibit 2 must apportion the MAG payable for the entire Agreement among the various Retail Spaces. The MAG for each Retail Space shall become payable upon its DBO, prorated for any partial year. Upon the DBO of the final Retail Space, the entire MAG shall be payable, prorated for any partial year.
Pre-Construction License Fee. In the event Tenant conducts, with the Commissioner's approval, concession operations in any portion of the Retail Space prior to the construction of the Improvements, then the "Pre-Construction License Fee" is an amount equal to 20% of Gross Revenues during each calendar month (or portion thereof) from the Delivery Date through the DBO of the Retail Space.
Additional Rent. The Marketing Fee and Distribution Fee, if any, and any other charges payable to the City under this Agreement that are identified as Additional Rent.




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Failure by Tenant to pay Rent, or any portion thereof, when due is an Event of Default.
Impositions. Tenant must timely pay, as and when due, any and all taxes, assessments, fees, and charges levied, assessed or imposed by a governmental unit upon this Agreement, the Leased Space, Tenant's leasehold, Tenant's Concession business or upon Tenant's personal property, including but not limited to all permit fees and charges of a similar nature for Tenant's conduct of any business or undertaking in the Leased Space (collectively, "Impositions"). Tenant must provide the Concession Management Representative with copies of any business licenses or permits required for the Tenant to operate the Concession. Tenant must provide Commissioner a copy of all notices relating to leasehold taxes on the Leased Space within 30 days after receipt and must provide the Commissioner with a receipt indicating payment of leasehold taxes on the Leased Space when due. Nothing in this Agreement precludes Tenant from contesting the amount of an Imposition, including those taxes or charges enacted or promulgated by City, but unless otherwise allowed by the entity imposing the tax or charge, Tenant must pay the tax or charge pending the judicial or administrative decision on the Tenant's contest. Failure of Tenant to pay any Imposition when due, except to the extent that Tenant is allowed to withhold payment while contesting the amount of the Imposition, will constitute an Event of Default. As provided in Section 4.1, Tenant acknowledges that the leasehold created under this Agreement is taxable, and while Tenant may contest the amount of the leasehold tax, Tenant shall not contest its applicability.
Rent under this Agreement is not considered to be a tax and is independent of any Imposition levied by the City on the Tenant's business. Further, the payment of the Rent under this Agreement is independent of each and every other covenant and agreement contained in this Agreement, and Tenant must pay all Rent without any set off, abatement, counterclaim or deduction whatsoever except as otherwise expressly provided in this Agreement. If Tenant is directed to move its Concession operations to a Relocation Space, and the City determines that the affected Retail Space is to be closed before completion of the Improvements in the Relocation Space, then adjustments will be made to the Minimum Annual Guarantee until Tenant begins Concession operations in the Relocation Space. Such adjustments will be in the same proportion as the Gross Revenues attributable to the Retail Space to be closed bears to the Gross Revenues for the entire Retail Space to which the Minimum Annual Guarantee applies. If actual Gross Revenue amounts are not available, the adjustment will be made based on the MAG per location estimates in Exhibit 2.
7.2 Time of Payments.
On or before the first day of each calendar month, prorated for any partial calendar month, beginning on the DBO of the first Leased Space and continuing throughout the Term, Tenant must pay to the City:


(i) that portion of the Minimum Annual Guarantee as may be due pursuant to Section 7.1(A)(i)(b);
On or before the 15th day of each month, beginning the month following the month in which the DBO of the first Leased Space occurs, Tenant must pay the City:

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the amount, if any, by which the actual Percentage Fee for the preceding month pursuant to Section 7.1 (A)(i)(a) exceeds the Minimum Annual Guarantee payment that was made on the first day of the month;
the Marketing Fee, Distribution Fee and additional rent, if any, based on the Gross Revenues of the preceding month or pre-determined amount; and
any other charges payable to the City.
C. If the annual statement of Gross Revenues indicates that the Percentage Fee attributable to the preceding Lease Year exceeds the amount of all payments made by Tenant to the City for the Lease Year in question, then Tenant must pay the amount of the underpaid Percentage Fee to the City upon the submission of the annual statement of Gross Revenues. If the annual statement of Gross Revenues indicates that the Percentage Fee attributable to the preceding Lease Year is less than the amount of all License Fee payments made by Tenant to the City for the period in question, but the Percentage Fee still exceeds the MAG for that Lease Year, then Tenant will receive a credit against the next License Fee payment due under this Agreement for the amount by which the License Fee actually paid by Tenant exceeded the Percentage Fee attributable to the period.
Material Underpayment or Late Payment. Without waiving any other remedies available to the City, if:

Tenant underpaid Rent due in any calendar year by more than 5%, or
Tenant failed to make any Rent payments within 5 days of the date due, then Tenant must pay, in addition to the amount due the City as Rent, interest on the amount of underpayment or late payment at the Default Rate. Interest on the amount underpaid accrues from the date on which the original payment was due until paid in full and shall be considered Additional Rent. The provision for the payment of interest does not constitute an authorization by the City of underpayment or late payment.
Reports.

Monthly. Tenant must furnish to the Commissioner on or before the 15th day of each calendar month falling wholly or in part within the Term of this Agreement a complete statement, certified by Tenant, of the amount of Gross Revenues derived from each Retail Space by Tenant during the preceding month.
Daily and/or Weekly. Tenant will furnish to the Commissioner daily and/or weekly sales reports, if requested, breaking down all sales and Gross Revenues by day, daypart (breakfast, lunch, dinner and late/over night), selling category and by each separate Retail Space. If so requested, Tenant will provide Commissioner with statistical information regarding the number and type of transactions occurring at each Retail Space, in the form specified by the Commissioner. In addition to providing the City the foregoing daily and/or weekly reports, if requested, Tenant shall make all such reports available in an electronic, searchable format acceptable to the City. The City may require Tenant to provide such electronic, searchable reports more or less frequently than other reports requested pursuant to this subsection.


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10|Annually or more often.
(j) Tenant also must furnish to Commissioner no later than March 1 of each Lease Year falling wholly or in part within the Term of this Agreement, and within 120 days after the expiration or termination of this Agreement, a complete statement of revenues certified by an independent certified public accountant engaged by Tenant, showing in all reasonable detail the amount of Gross Revenues made by Tenant in, on or from the Leased Space during the preceding Lease Year and copies of all returns and other information filed with respect to Illinois sales and use taxes as well as such other reasonable financial and statistical reports as the Commissioner may, from time to time, require by written notice to Tenant.
(n) The annual statement must include a breakdown of Gross Revenues on a month-by-month basis and an opinion of an independent certified public accountant that must include the following language, or language of similar purport:
"We, a firm of independent certified public accountants, have examined the accompanying statement reported to the
City of Chicago by [ ] for the year ended
relating to its operations at the Terminals
pursuant to an Agreement dated ,
. Our examination was made in accordance with
generally accepted accounting principles and, accordingly, includes such tests of the accounting records and such other procedures as we considered necessary in the circumstances.
In our opinion, the accompanying statement showing gross
revenues of $ presents accurately the amount
of Gross Revenues, as defined in the Agreement, for the year
ended ."
All such reports and statements must be prepared on a form approved by the Commissioner and must, among other things, provide a breakdown of the Gross Revenues by category of Products and an analysis of all Percentage Fees due and payable to the City with respect to the period in question. If Tenant fails to timely furnish to the Commissioner any monthly or annual statement required under this Agreement or if the independent certified public accountant's opinion is qualified or conditioned in any manner, the Commissioner has the right (but is not obligated) without notice, to conduct an audit of Tenant's books and records and to prepare the statements at Tenant's expense. Tenant must also provide the Commissioner with such other financial or statistical reports and information concerning the Leased Space or any part thereof, in the form as may be reasonably required from time to time by the Commissioner.
7.5 Books, Records and Audits.
A Except as provided below, Tenant must prepare and maintain at its office full, complete and proper books, records and accounts in accordance with generally accepted accounting procedures relating to and setting forth the Gross Revenues, including but not limited


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to Gross Revenues generated by sales of Products for cash, debit, check, gift certificate, credit, through Automated Checkout Technology or any other form of compensation, and must require and cause its operations personnel to prepare and keep books, source documents, records and accounts sufficient to substantiate those kept by Tenant. The books and source documents to be kept by Tenant must include true copies of all federal, state and local tax returns filed with respect to Tenant's Concession operation and reports, records of inventories and receipts of Products, daily receipts from all sales and other pertinent original sales records and records of any other transactions conducted in or from the Leased Space by Tenant and any other persons conducting business in or from the Leased Space. Pertinent original sales records must include the following documents or their auditable electronic equivalents:
cash register tapes, including tapes from temporary registers,
serially pre-numbered sales slips,
the original records of all mail and telephone orders at and to the Leased Space,
original records indicating that Products returned by customers was purchased at the Leased Space by the customers,
memorandum receipts or other records of Products taken out on approval,
detailed original records of any exclusions or deductions from Gross Revenues,
sales tax records, and
such other sales records, if any, that would normally be examined by an independent accountant under accepted auditing standards in performing an audit of Tenant's Gross Revenues.
B. Tenant must record at the time of each sale or other transaction, all receipts, whether in physical form or electronic, from the sale or other transaction. The books, records and accounts, including any sales tax reports that Tenant may be required to furnish to any government or governmental agency, must at all reasonable times be open to the inspection (including the making of copies or extracts) of the Commissioner, the Commissioner's auditor or other authorized representative or agent at the Leased Space or Tenant's other offices in Chicago for a period of at least three (3) years after the expiration of each calendar year falling wholly or in part within the Term.
C The acceptance by the Commissioner of payments of any Percentage Fee is without prejudice to the Commissioner's right to conduct an examination of the Tenant's books and records relating to Gross Revenues and of inventories of Products at the Retail Space, in orderto verify the amount of Gross Revenues made in and from the Retail Space.
D. After providing Tenant at least 3 days prior oral or written notice, the Commissioner may inspect the books and records of Tenant. Further, at its option, the Commissioner may at any reasonable time, upon no less than 10 days prior written notice to Tenant cause a complete audit to be made of Tenant's entire records relating to the Retail Space for the period covered by any statement issued by Tenant as above set forth. If the audit discloses that Tenant's statement of Gross Revenues is understated to the extent of:

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3% or more, Tenant must promptly pay the City the cost of the audit in addition to the deficiency (and any interest on the deficiency at the Default Rate), which deficiency is payable in any event; and if
5% or more, an Event of Default is considered to have occurred, and in addition to all other remedies available under this Agreement, at law, or in equity, the Commissioner has the right to terminate this Agreement immediately upon giving notice to Tenant, without any opportunity for Tenant to cure.
In addition to the foregoing, and in addition to all other remedies available to the City, if Tenant or the City's auditor schedules a date for an audit of Tenant's records and Tenant fails to be available or otherwise fails to comply with the reasonable requirements for the audit, Tenant must pay all reasonable costs and expenses associated with the scheduled audit.
Revenue Control. Upon the request of the Commissioner Tenant must make available monthly sales data for each Retail Space ("Point of Sale Data"), reflecting the amount of each sales transaction, items sold per transaction, time and date of the transaction, and specifying the sales category applicable to each item sold. At such time, if any, as computerized Point of Sale Data systems ("POS Systems") have been developed to a point where the Commissioner deems it necessary or desirable to install such a POS System, then Tenant must upon request and at its own expense, install such a POS System in the Retail Space or, if it already uses such a system, must use reasonable efforts to promptly cause the system to conform to the City's POS System. Tenant shall be given a reasonable amount of time, not to exceed one year, to accomplish the foregoing.
Lien. In addition to any liens as may arise under Illinois law, the City has a contractual lien under this Agreement on all property, including Tenant personal property located on the Leased Space, but excluding any Products that is subject to floorplan financing, as security for non-payment of any Rent due.


ARTICLE 8 INSURANCE. INDEMNITY AND SECURITY
8.1 Insurance. Tenant must, at its sole expense, procure and maintain at all times during the Term of this Agreement, and during any time period following expiration or termination of this Agreement during which Tenant is holding over or Tenant is required to return to the Leased Space for any reason whatsoever, the types of insurance specified in Exhibit 7 covering all operations under this Agreement, with insurance companies authorized to do business in the State of Illinois.
82 Indemnification.
A Except where this indemnity clause would be found to be inoperative or unenforceable under the Construction Contract Indemnification for Negligence Act, 740 ILCS








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10|35/0.01 et seq. ("Anti-Indemnity Act"), Tenant must defend, indemnify, keep and hold harmless the City, its officers, representatives, elected and appointed officials, agents and employees, from and against any and all Losses.
B. "Losses" means, individually and collectively, liabilities of every kind, including losses, damages, and reasonable costs, payments and expenses (such as, but not limited to, court costs and reasonable attorneys' fees and disbursements), claims, demands, actions, suits, proceedings, judgments or settlements, any or all of which in any way arise out of or relate to the acts or omissions of Tenant, its employees, agents, subtenants, and Subcontractors.
C At the City Corporation Counsel's option, Tenant must defend all suits brought upon all such Losses and must pay all costs and expenses incidental to them, but the City has the right, at its option, to participate, at its own cost, in the defense of any suit, without relieving Tenant of any of its obligations under this Agreement. Tenant must not make any settlement without the prior written consent to it by the City Corporation Counsel if the settlement requires any action on the part of the City or in any way involving the Airport.
D. To the extent permissible by law, Tenant waives any limits to the amount of its obligations to indemnify, defend or contribute to any sums due under any Losses, including any limits applicable to a claim by any employee of Tenant that may be subject to the Workers' Compensation Act, 820 ILCS 305/1 et seq or any other related law or judicial decision (such as, Koteckiv. Cyclops Welding Corporation, 146 111. 2d 155 (1991)). The waiver, however, does not require Tenant to indemnify the City for the City's own negligence to the extent doing so would violate the Anti-Indemnity Act. The City, however, does not waive any limitations it may have on its liability under the Worker's Compensation Act or under the Illinois Pension Code.
E The indemnities contained in this section survive expiration or termination of this Agreement, for matters occurring or arising during the Term of this Agreement or as the result of or during the holding over of Tenant beyond the Term. Tenant acknowledges that the requirements set forth in this section to indemnify, keep and save harmless and defend the City are apart from and not limited by the Tenant's duties under this Agreement, including the insurance and Security requirements.
83 Security
A. Form of Security.
(i) Tenant must deliver to the City no later than the earlier to occur of: a) 30 days after the Effective Date or b) the Delivery Date for the first Leased Space, an irrevocable, unconditional sight draft Letter of Credit in favor of the City. The face amount of the Letter of Credit and any replacements or renewals of it must be maintained by Tenant, through and including the date that is 180 days after the expiration of the Term or termination of this Agreement, as follows: the face amount of the Letter of Credit must at all times equal a) 25% of the estimated third full Lease Year MAG, or other amount agreed to by the City (without consideration of any pro-rationing on account of either a Lease Year of less than 12 months or partial occupancy of the Leased Space) and b) the letter of credit will be required to be adjusted, as the MAG increases or decreases throughout the

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term. The Letter of Credit must be in the form set forth in Exhibit 6 or as otherwise approved by the Corporation Counsel.
In lieu of the Letter of Credit, Tenant may provide cash or a cashier's check in the same amount for immediate deposit in the City's accounts. The Letter of Credit, cash or cashier's check, as applicable, is referred to in this Agreement as the "Security." The original Letter of Credit, and all replacements of it, must be issued with an expiry date of at least one year after their respective dates of issuance. The Security secures the faithful performance by Tenant of all of Tenant's obligations under this Agreement. The Commissioner is entitled to draw on any such Letter of Credit unless proof of renewal of the Letter of Credit or a replacement Letter of Credit in form and substance satisfactory to the Comptroller has been furnished to the Commissioner at least 30 days before its expiration date. The City will hold the proceeds as a cash Security to secure the full and faithful performance of Tenant's obligations under this Agreement. The Commissioner is not obligated to pay or credit Tenant with interest on any Security.
The Commissioner also is entitled to draw on the Letter of Credit in whole or in part upon the occurrence of an Event of Default, in which event the Commissioner is entitled to apply or retain all or any part of the proceeds of it or any cash or other Security deposited by Tenant and held by the City for the payment of any obligation of Tenant arising before or after the Event of Default.
The Letter of Credit must provide that the Commissioner may draw upon the Letter of Credit in whole or in part upon the delivery by the Commissioner to the issuer of the Letter of Credit of a demand for payment, purportedly signed by the Commissioner, together with a written statement that the Commissioner is entitled to draw upon the Letter of Credit under the terms of this Agreement. If amounts are drawn upon the Letter of Credit or amounts of a cash Security are applied by the Commissioner in accordance with the terms of this Agreement, Tenant must reinstate the Letter of Credit or cash Security to its full amount required in this Agreement within 5 days following notification by the Commissioner of the City's draw upon the Letter of Credit or use of the cash Security. The rights reserved to the Commissioner or the City under the Letter of Credit or any cash Security are in addition to any rights they may have under this Agreement or under law.

Qualified Issuers. The Letter of Credit called for in this Agreement must be issued by companies or financial institutions having a rating of "A" or better as determined by Standard and Poor's or by Moody's Investors Service, Inc., or a net worth of at least $500,000,000, and must have an office in Chicago where the Commissioner may draw on the Letter of Credit. The Commissioner also reserves the right to order Tenant to immediately close some or all of the Leased Space until the Letter of Credit is in place and effective.
Right to Require Replacement of Letter of Credit. If the financial condition of any Letter of Credit issuer issuing the Letter of Credit materially and adversely changes, the



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Commissioner may, at any time, require that the Letter of Credit be replaced with a Letter of Credit from another institution and in accordance with the requirements set forth in this section.
No Excuse from Performance. None of the provisions contained in this Agreement nor in the Letter of Credit required underthis Agreement excuse Tenant from faithfully performing in accordance with the terms and conditions of this Agreement or limit the liability of Tenant under this Agreement for any and all damages in excess of the amounts of the Letter of Credit.
Non-Waiver. Notwithstanding anything to the contrary contained in this Agreement, the failure of the Commissioner to draw upon the Letter of Credit required under this Agreement or to require Tenant to replace the Letter of Credit at any time or times when the Commissioner has the right to do so under this Agreement does not waive or modify the Commissioner's rights to draw upon the Letter of Credit and to require Tenant to maintain or, as the case may be, replace the Letter of Credit, all as provided in this Section.



ARTICLE 9 DEFAULT. REMEDIES AND TERMINATION
9.1 Events of Default. The following (A) through (N) constitute Events of Default by Tenant under this Agreement. The Commissioner will notify Tenant in writing of any event that the Commissioner believes to be an Event of Default. Tenant will be given an opportunity to cure the Event of Default within a reasonable period of time, as determined by the Commissioner, but not to exceed 30 days after written notice of the Event of Default; provided, that (i) if a provision of this Agreement provides for a different cure period for a particular Event of Default, that different cure period will apply; (ii) if a provision of this Agreement does not allow a right to cure a particular Event of Default, there will be no right to cure; and (iii) if neither (i) or (ii) apply and ifthe promise, covenant, term, condition or other non-monetary obligation or duty cannot be cured within the time period granted by the Commissioner, but Tenant promptly begins and diligently and continuously proceeds to cure the failure within the time period granted and after that continues to diligently and continuously proceed to cure the failure, and the failure is reasonably susceptible of cure within 45 days from delivery of the notice, Tenant will have the additional time, not in any event to exceed 45 days, to cure the failure.
Any material misrepresentation made by Tenant to the City in the inducement to City to enter this Agreement or in the performance of this Agreement. There is no right to cure this Event of Default.
Tenant's failure to make any payment in full when due under this Agreement and failure to cure the default within five days after the City gives written notice of the non-payment to Tenant. In addition, Tenant's failure to make any such payment within five days after the written notice more than three times in any Lease Year constitutes an Event of Default without the necessity of the City giving notice of the fourth failure to Tenant or allowing Tenant any opportunity to cure it.




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Tenant's failure to promptly and fully keep, fulfill, comply with, observe, or perform any promise, covenant, term, condition or other non-monetary obligation or duty of Tenant contained in this Agreement.
Tenant's failure to promptly and fully perform any obligation or duty, or to comply with any restriction of Tenant contained in this Agreement concerning Transfer or Change in Ownership, whether directly or indirectly, of Tenant's rights or interests in this Agreement or of the ownership of Tenant.
Tenant's failure to provide or maintain the insurance coverage required under this Agreement (including any material non-compliance with the requirements) and the failure to cure the Event of Default within two days following oral or written notice from the Commissioner; or, if the noncompliance is non-material, the failure to cure the Event of Default within 20 days after the Commissioner gives written notice. The Commissioner, in the Commissioner's sole discretion, will determine if noncompliance is material.
Tenant's failure to conduct Concession operations in any Retail Space at all times Tenant is required to do so under this Agreement.
Tenant's failure to comply with the Value Pricing policy.
Tenant's failure to begin or to complete its Improvements on a timely basis or to timely open for business in the Leased Space or any portion of it.
I. An Event of Default by Tenant or any Affiliate under any other agreement it may
presently have or may enter into with the City during the Term of this Agreement and failure to
cure the default within any applicable cure period.
J. Tenant or Guarantor, if any, does any of the following and the action affects Tenant's ability to carry out the terms of this Agreement:
becomes insolvent, as the term is defined under Section 101 of the Bankruptcy Code as amended from time to time; or
fails to pay its debts generally as they mature; or
seeks the benefit of any present or future federal, state or foreign insolvency statute; or
makes a general assignment for the benefit of creditors, or
files a voluntary petition in bankruptcy or a petition or answer seeking an arrangement of its indebtedness under the Bankruptcy Code or under any other law or statute of the United States or of any State or any foreign jurisdiction; or
consents to the appointment of a receiver, trustee, custodian, liquidator or other similar official, of all or substantially all of its property.
K. An order for relief is entered by or against Tenant or Guarantor (if any) under any chapter of the Bankruptcy Code or similar law in any foreign jurisdiction and is not stayed or vacated within 60 days following its issuance.


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10|L. Tenant is dissolved.
M. A violation of law that results in a guilty plea, a plea of nolo contendere, guilty finding, or conviction of a criminal offense, by Tenant, or any of its directors, officers, partners or key management employees directly or indirectly relating to this Agreement, and that may threaten, in the sole judgment of Commissioner, Tenant's performance of this Agreement in accordance with its terms.
N. Any failure to perform, act, event or omission that is specifically identified as an Event of Default elsewhere in this Agreement.
92 Remedies.
If an Event of Default occurs and is not cured by Tenant in the time allowed, in addition to any other remedies provided for in this Agreement, including the remedy of Self-help as provided in Section 9.3, the City through the Commissioner or other appropriate City official may exercise any or all of the following remedies:
Terminate this Agreement with respect to all or a portion of the Leased Space and exclude Tenant from that part ofthe Leased Space affected by the termination. Ifthe Commissioner elects to terminate this Agreement, the Commissioner may, at the Commissioner's sole option, serve notice upon Tenant that this Agreement ceases and expires and becomes absolutely void with respect to the Leased Space or that part identified in the notice on the date specified in the notice, to be no less than five days after the date of the notice, without any right on the part of Tenant after that to save the forfeiture by payment of any sum due or by the performance of any term, provision, covenant, agreement or condition broken. At the expiration of the time limit in the notice, this Agreement and the Term of this Agreement, as well as the right, title and interest of Tenant under this Agreement, wholly ceases and expires and becomes void with respect to the Leased Space identified in such notice in the same manner and with the same force and effect (except as to Tenant's liability) as if the date fixed in the notice were the date in this Agreement stated for expiration of the Term with respect to the Leased Space identified in such notice.
Recover all Rent, including Additional Rent and any other amounts due that have accrued and are then due and payable and also all damages available at law or under this Agreement. Ifthe Agreement is terminated, whether in its entirety or with respect to a part of the Leased Space, the damages will include damages for the balance of the scheduled Term, based upon any and all amounts that Tenant would have been obligated to pay for the balance of the Term with respect to the Leased Space, or if this Agreement is terminated with respect to a portion ofthe Leased Space, that portion of the Leased Space affected by the termination, calculated as provided in this Agreement or, if not fixed, as reasonably estimated and prorated among the various portions of the Leased Space. In determining the amount of damages for the period after termination, the Commissioner may make the determination based upon the sum of any future payments that would have been due to the City, for the full Lease Year immediately before the Event of Default. All amounts that would have been due and payable after termination for the balance ofthe Term with respect to all or a portion of the Leased Space must




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be discounted to present value at the Default Rate existing as of the date of termination. The Commissioner may declare all amounts to be immediately due and payable.
At any time after the occurrence of any uncured Event of Default, whether or not the Lease under this Agreement has been terminated, reenter and repossess the Leased Space and/or any part of it with or without process of law, so long as no undue force is used, and the City has the option, but not the obligation, to re-lease all or any part of the Leased Space. The City, however, is not required to accept any Tenant proposed by Tenant or to observe any instruction given the City about such a re-lease. The failure of the City to re-lease the Leased Space or any part or parts of it does not relieve or affect Tenant's liability under this Agreement nor is the City liable for failure to re-lease. Reentry or taking possession of the Leased Space does not constitute an election on the City's part to terminate this Agreement unless a written notice of the election by the Commissioner is given to Tenant. Even if the City re-leases without termination, the Commissioner may at any time thereafter elect to terminate this Agreement for any previous uncured Event of Default. For the purpose of re-leasing, the Commissioner may decorate or make repairs, changes, alterations or additions in or to the Leased Space to the extent deemed by the Commissioner to be desirable or convenient, and the cost of the decoration, repairs, changes, alterations or additions will be charged to and payable by Tenant as Additional Rent under this Agreement. Any sums collected by the City from any new Tenant obtained on account of Tenant will be credited against the balance of the Rent due under this Agreement. Tenant must pay the City monthly, on the days when payments of Rent would have been payable underthis Agreement, the amount due under this Agreement less the amount obtained by the City from the new Tenant, if any.
Enter upon the Leased Space, distrain upon and remove from it all inventory, equipment, machinery, trade fixtures and personal property of any kind or nature, whether owned by Tenant or by others, and to proceed without judicial decree, writ of execution or assistance or involvement of constables or the City's and Tenant's officers, to conduct a private sale, by auction or sealed bid without restriction. Tenant waives the benefit of all laws, whether now in force or later enacted, exempting any of Tenant's property on the Leased Space or elsewhere from distraint, levy or sale in any legal proceedings taken by the City to enforce any rights under this Agreement.
Seek and obtain specific performance, a temporary restraining order or an injunction, or any other appropriate equitable remedy.
Seek and obtain money damages; including special, exemplary, incidental and consequential damages.
Deem Tenant and Affiliates non-responsible in future contracts or concessions to be awarded by the City.
Declare Tenant and Affiliates in default under any other existing contracts or agreements they might have with the City and to exercise any remedies available under those other contracts or agreements.
I. Accept the assignment of any and all Subcontracts between Tenant and the design
and construction Subcontractors.


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J. require Tenant to terminate a Subcontractor that is causing breaches of this Agreement.
93 Commissioner's Right to Perform Tenant's Obligations.
Upon the occurrence of an Event of Default that Tenant has failed to cure in the time provided, the Commissioner may, but is not obligated to, make any payment or perform any act required to be performed by Tenant under this Agreement in any manner deemed expedient by the Commissioner for the purpose of correcting the condition that gave rise to the Event of Default ("Self-help"). The Commissioner's inaction never constitutes a waiver of any right accruing to the City under this Agreement nor do the provisions of this section or any exercise by the Commissioner of Self-help under this Agreement cure any Event of Default. Any exercise of Self-help does not limit the right of any other City department or agency to enforce applicable City ordinances or regulations.
The Commissioner, in making any payment that Tenant has failed to pay:

relating to taxes, may do so according to any bill, statement or estimate, without inquiry into the validity of any tax, assessment, sale, forfeiture, tax lien or title or claim;
for the discharge, compromise or settlement of any lien, may do so without inquiry as to the validity or amount of any claim for lien that may be asserted; and
in connection with the completion of construction, furnishing or equipping ofthe Leased Space or the licensing, operation or management of the Leased Space or the payment of any of its operating costs, may do so in such amounts and to such persons as the Commissioner may deem appropriate.
Nothing contained in this Agreement requires the Commissioner to advance monies for any purpose.
If Tenant fails to perform its obligations under this Agreement to maintain and operate the Leased Space in accordance with specified standards within 3 days following written notice from the Commissioner, or in the event of a serious health or safety concern or in an emergency (in which case no notice is required) the Commissioner may, but is not obligated to, direct the Department to perform or cause the performance of any such obligation in any manner deemed expedient by the Commissioner for the purpose of correcting the condition in question.
All sums paid by the City under the provisions of this Section and all necessary and incidental costs, expenses and reasonable attorneys' fees in connection with the performance of any such act by the Commissioner, together with interest thereon at the Default Rate, from the date of the City's payment until the date paid by Tenant, are deemed Additional Rent under this Agreement and are payable to the City within 10 days after demand therefor, or at the option of the Commissioner, may be added to any Rent then due or later becoming due under this Agreement, and Tenant covenants to pay any such sum or sums with interest at the Default Rate.
9.4 Effect of Default and Remedies



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Tenant, for itself and on behalf of any and all persons claiming through or under it (including creditors of all kinds), waives and surrenders all right and privilege that they or any of them might have under or by reason of any present or future law, to redeem the Leased Space or to have a continuance of this Agreement for the Term, as it may have been extended, after having been dispossessed or ejected by process of law or under the terms of this Agreement or after the termination of this Agreement as provided in this Agreement.
The City's waiver of any one right or remedy provided in this Agreement does not constitute a waiver of any other right or remedy then or later available to the City under this Agreement or otherwise. A failure by the City or the Commissioner to take any action with respect to any Event of Default or violation of any ofthe terms, covenants or conditions of this Agreement by Tenant will not in any respect limit, prejudice, diminish or constitute a waiver of any rights of the City to act with respect to any prior, contemporaneous or later violation or Event of Default or with respect to any continuation or repetition of the original violation or Event of Default. The acceptance by the City of payment for any period or periods after an Event of Default or violation of any of the terms, conditions and covenants of this Agreement does not constitute a waiver or diminution of, nor create any limitation upon any right of the City under this Agreement to terminate this Agreement for subsequent violation or Event of Default, or for continuation or repetition of the original violation or Event of Default. Tenant has no claim of any kind against the City by reason of the City's exercise of any of its rights as set forth in this Agreement or by reason of any act incidental or related to the exercise of rights.
All rights and remedies of the City under this Agreement are separate and cumulative, and none excludes any other right or remedy of the City set forth in this Agreement or allowed by law or in equity. No termination of this Agreement or the taking or recovery of the Leased Space deprives the City of any of its remedies against Tenant for Rent, including Additional Rent or other amounts due or for damages for the Tenant's breach of this Agreement. Every right and remedy ofthe City underthis Agreement survives the expiration ofthe Term orthe termination of this Agreement.


ARTICLE 10 SPECIAL CONDITIONS
10.1 Warranties and Representations. In connection with the execution of this Agreement, Tenant warrants and represents statements (A) through (L) below are true as ofthe Effective Date. If during the Term there is any change in circumstances that would cause a statement to be untrue, Tenant must promptly notify the Commissioner in writing. Failure to do so will constitute an Event of Default. Tenant must incorporate all of the provisions set forth in this Section 10.1 in all Subcontracts entered into with any suppliers of materials, furnishers of services, Subcontractors, and labor organizations that furnish skilled, unskilled and craft union skilled labor, or that may provide any materials, labor or services in connection with this Agreement, such that the parties warrant, represent and covenant to Tenant as to the matters set forth in this Section. Tenant must cause its Subcontractors to execute those affidavits and certificates that may be necessary in furtherance of these provisions. The certifications must be attached and incorporated by reference in the applicable agreements. If any Subcontractor is a partnership or joint venture, Tenant must also include provisions in its Subcontract ensuring that

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the entities comprising the partnership or joint venture are jointly and severally liable for its obligations under it.
Tenant is financially solvent; Tenant holds itself to very high standards of quality and professionalism; Tenant and each of its employees and agents are competent to perform as required under this Agreement; this Agreement is feasible of performance by Tenant in accordance with all of its provisions and requirements; Tenant has the full power and is legally authorized to perform or cause to be performed its obligations under this Agreement under the terms and conditions stated in this Agreement; and Tenant can and will perform, or cause to be performed, all of its obligations under this Agreement in accordance with the provisions and requirements of this Agreement
Tenant is qualified to do business in the State of Illinois; and Tenant has a valid current business privilege license to do business in the State of Illinois and the City of Chicago, if required by applicable law.
The person signing this Agreement on behalf of Tenant has been duly authorized to do so by Tenant; all approvals or consents necessary in order for Tenant to execute and deliver this Agreement have been obtained; and neither the execution and delivery of this Agreement, the consummation of the transactions contemplated, nor the fulfillment of or compliance with the terms and conditions of this Agreement:
(i) conflict with or result in a breach, default or violations of: Tenant's organizational documents; any law, regulation, ordinance, court order, injunction, or decree of any court, administrative agency or governmental body, or any lease or permit; or any of the terms, conditions or provisions of any restriction or any agreement or other instrument to which Tenant is now a party or by which it is bound; or
(J) result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of Tenant under the terms of any instrument or agreement.
There is no litigation, claim, investigation, challenge or other proceeding now pending or, to Tenant's knowledge after due and complete investigation, threatened, challenging the existence or powers of Tenant, or in any way affecting its ability to execute or perform under this Agreement or in any way having a material adverse effect on the operations, properties, business or finances of Tenant.
This Agreement constitutes the legal, valid and binding obligation of Tenant, enforceable against Tenant in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium and other laws affecting creditors' rights and remedies generally and by the application of equitable principles.
No officer, agent or employee of the City is employed by Tenant or has a financial interest directly or indirectly in this Agreement, a Subcontract under it, or the compensation to be paid under it except as may be permitted in writing by the Board of Ethics established under Chapter 2-156 of the Municipal Code and as may otherwise be permitted by law.



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Tenant has not and will not knowingly used the services of any person or entity for any purpose in its performance under this Agreement, when such person or entity is ineligible to perform services under this Agreement or in connection with it, as a result of any local, state or federal law, rule or regulation, or when such person or entity has an interest that would conflict the performance of services under this Agreement.
There was no broker instrumental in consummating this Agreement and no conversations or prior negotiations were had with any broker concerning the rights granted in this Agreement with respect to the Leased Space. Tenant shall hold the City harmless against any claims for brokerage commission arising out of any conversations or negotiations had by Tenant with any broker.
I. Neither Tenant nor any Affiliate of Tenant is listed on any of the following lists
maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the
Bureau of Industry and Security of the U. S. Department of Commerce or their successors, or on
any other list of persons with which the City may not do business under applicable law: the
Specially Designated Nationals List, the Denied Persons List, the Unverified List, and Entity List,
and the Debarred List.
J. Tenant, and to the best of Tenant's knowledge, its Affiliates, Subcontractors, any of their respective owners holding 7.5% or more beneficial ownership interest, and any of Tenant's directors, officers, members, or partners:
currently have no interest, directly or indirectly, that conflicts in any manner or degree with Tenant's performance under this Agreement and will not at any time during the Term have any interest nor acquire any interest, directly or indirectly, that conflicts or would or may conflict in any manner or degree with Tenant's performance under this Agreement;
have no outstanding parking violation complaints or debts, as the terms are defined in Section 2-92-380 of the Municipal Code (with the exception of any debt or obligation that is being contested in a pending administrative or judicial proceeding) and agrees that, for the Term, they will promptly pay any debts, outstanding parking violation complaints or monetary obligations to the City that may arise during the Term, with the exception of any debt or obligation that is being contested in a pending administrative or judicial proceeding;
are not in default under any other City contract or agreement as of the Effective Date, nor have been deemed by the City to have been in default of any other City contract or agreement within five years immediately preceding the Effective Date;
are not in violation of the provisions of § 2-92-320 of the Municipal Code pertaining to certain criminal convictions or admissions of guilt and are not currently debarred or suspended from contracting by any Federal, State or local governmental agency;
are not delinquent in the payment of any taxes due to the City; and




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(vi) will not make use of the Leased Space in any manner that might interfere with the landing and taking off of aircraft at the Airport under current or future conditions or that might otherwise constitute a hazard to the operations of the Airport or to the public generally.
K. Except only for those representations, statements, or promises expressly contained in this Agreement, including any Exhibits attached to this Agreement and incorporated by reference in this Agreement, no representation, warranty of fitness, statement or promise, oral or in writing, or of any kind whatsoever, by the City, its officials, agents, or employees, has induced Tenant to enter into this Agreement or has been relied upon by Tenant, including any with reference to:
(j) the meaning, correctness, suitability or completeness of any provisions or requirements of this Agreement;
the nature of the Concession license being granted;
the nature, quantity, quality or volume of any materials, equipment, labor and other facilities, needed for the performance of this Agreement;
the general conditions that may in any way affect this Agreement or its performance;
the compensation provisions of this Agreement; or
any other matters, whether similar to or different from those referred to in clauses (i) through (iv) immediately above, affecting or having any connection with this Agreement, the negotiation of this Agreement, any discussions of this Agreement, the performance of this Agreement or those employed in connection with it.
L. Tenant has obtained any required third party permits or approvals to utilize the Automated Checkout Technology.
102 Business Documents, Disclosure of Ownership Interests and Maintenance of Existence.
Tenant must provide evidence of its authority to do business in the State of Illinois including, if applicable, certifications of good standing from the Office ofthe Secretary of State of Illinois, and appropriate resolutions or other evidence of the authority of the persons executing this Agreement on behalf of Tenant.
Tenant has provided the Commissioner with an Economic Disclosure Statement and Affidavit ("EDS") for itself and EDSs for all entities with an ownership interest of 7.5 percent or more in Tenant, copies of which have been scanned for viewing on the City's website. Upon request by the Commissioner, Tenant must further cause its Subcontractors, subtenants, sublicensees and proposed Transferees (and their respective 7.5 percent owners) to submit an EDS to the Commissioner. Tenant must provide the Commissioner, upon request, a "no change" affidavit if the information in the EDS(s) previously supplied remains accurate, or revised and accurate EDS(s) if the information contained in the EDS(s) has changed. In addition, Tenant must provide the City revised and accurate EDS(s) within 30 days of any event or change in

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circumstance that renders the EDS(s) inaccurate. Failure to maintain accurate EDS(s) on file with the City is an Event of Default.
103 Licenses and Permits. Tenant must in a timely manner consistent with its obligations under this Agreement, secure and maintain, or cause to be secured and maintained at its expense, the permits, licenses, authorizations and approvals as are necessary under federal, state or local law for Tenant, its subtenants (if any), and Subcontractors: to operate the Concession; to construct, operate, use and maintain the Leased Space; and otherwise to comply with the terms of this Agreement and the privileges granted under this Agreement. Tenant must promptly provide copies of any required licenses and permits to the Commissioner and to the Concession Management Representative.
10.4 Confidentiality. Except as may be required by law during or after the performance of this Agreement, Tenant will not disseminate any non-public information regarding this Agreement or the Concession operations without the prior written consent of the Commissioner, which consent will not be unreasonably withheld or delayed. If Tenant is presented with a request for documents by any administrative agency or with a subpoena duces tecum regarding any documents that may be in its possession by reason of this Agreement, Tenant must immediately give notice to the City's Corporation Counsel. The City may contest the process by any means available to it before the records or documents are submitted to a court or other third party. Tenant, however, is not obligated to withhold the delivery beyond that time as may be ordered by the court or administrative agency, unless the subpoena or request is quashed or the time to produce is otherwise extended. Tenant must require each prospective Subcontractor to abide by such restrictions in connection with their respective Subcontracts.
105 Subcontracts and Assignments.
The City expressly reserves the right to assign or otherwise transfer all or any part of its interest under this Agreement, at any time and to any third party. Upon assignment to any successor or assignee of the City's right, title and interest in and to the Airport, the City is forever relieved, from and after the date of the assignment, of any and all obligations arising under or out of this Agreement, to the extent the obligations are assumed by the successor or assignee.
Limits on Tenant's transfers and changes in ownership:
Tenant may not sell, assign, sublease, sublicense, convey, pledge, encumber or otherwise transfer (individually and collectively, "Transfer") all or any part of its rights or interests in or to this Agreement, the License, the Leased Space, the Term, or otherwise permit any third party to use the Leased Space, without prior consent of the City, which consent may be given or denied in the City's sole and absolute discretion. Consent by the City does not relieve Tenant from obtaining further consent from the City for any subsequent Transfer. Transfers involving all of Tenant's interest in this Agreement require approval of the City Council. Transfers of less than all of Tenant's interest in this Agreement require approval of the Commissioner. Consent by the City to any Transfer does not relieve Tenant from the requirement of obtaining consent from the City for any subsequent Transfer. Transfers that have the effect of granting a third party a

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security interest in this Agreement or the Leased Space as collateral for Tenant financing are strictly prohibited and, if entered into by Tenant, are an Event of Default.
Except as otherwise provided below, any transaction involving a change of any ownership interest in Tenant, whether to an Affiliate, subsidiary or otherwise, or the transfer of an interest in any holder of a direct or indirect ownership interest in Tenant, or any merger or consolidation of Tenant (individually and collectively, "Change in Ownership"), is subject to the consent of:
City Council, in its sole discretion, if the Change in Ownership involves a 100% Change in Ownership of Tenant, or
the Commissioner, in the Commissioner's reasonable discretion, if the Change in Ownership involves less than a 100% Change in Ownership of Tenant.
If Tenant (or, if Tenant is a joint venture or other entity comprised of other entities, any of the entities comprising Tenant) is a corporation whose shares are traded at arms-length on a public exchange, any Change in Ownership involving 5% or more of the shares of Tenant's (or if Tenant is a joint venture or other entity comprised of other entities, of any of the entities comprising Tenant) stock is subject to the City's consent as set forth above. In that event, Tenant must provide the City with such prior notice of a Change in Ownership as is not prohibited by law or by a confidentiality agreement executed in connection with the proposed Change in Ownership. If such prior notice is not permitted, then Tenant must notify the City as soon as possible after the Change in Ownership to obtain the City's consent to the Change in Ownership, which consent the City may grant or deny in its sole discretion. If Tenant (or if Tenant is a joint venture or other entity comprised of other entities, of any of the entities comprising Tenant) is a publicly traded corporation, a Change in Ownership of less than 5% does not require consent as set forth in (ii) above unless a series of such transactions results in a cumulative Change in Ownership of 5% or more.
Consent by the City to any Change in Ownership does not relieve Tenant (or if Tenant is a joint venture, any of the entities comprising Tenant) from the requirement of obtaining consent from the City for any subsequent Change in Ownership.
Any Transfer or Change in Ownership made without the City's prior consent is an Event of Default subject to all remedies, including termination of this Agreement at the City's option, and does not relieve Tenant of any of its obligations under this Agreement for the balance of the Term. This section applies to prohibit a Transfer, such as an assignment by a receiver or trustee in any federal or state bankruptcy, insolvency or other proceedings or by operation of law. Under no circumstances will any failure by the Commissioner to act on or submit any request by Tenant or to take any other action as provided in this Agreement be

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deemed or construed to constitute consent to the Tenant's request by the Commissioner or by the City Council. If the City is found to have breached its obligations under this Section, then Tenant's sole remedy is to terminate this Agreement without liability to either the City or Tenant.
Notwithstanding any permitted Transfer by Tenant of any rights under this Agreement, Tenant remains fully liable for all payments due to the City under this Agreement and for the performance of all other obligations under this Agreement. In the event of a permitted Transfer of the License or all or any portion of the Leased Space or Transfer of all or any portion of the Term, where the fees payable to Tenant exceed the Rent or pro rata portion of the Rent under this Agreement, as the case may be, for the License, Leased Space or Term, Tenant must pay the City monthly, as Additional Rent, at the same time as the monthly installments of other Rent under this Agreement that are payable in monthly installments, the excess of the fees payable to Tenant pursuant to the Transfer over the Rent payable to the City under this Agreement.
Any or all ofthe requests by Tenant for consents under this Section must be made in writing and provided to the Commissioner (a) at least 60 days prior to the proposed Transfer or Change in Ownership if the Commissioner's consent is required; and (b) at least 120 days prior to a proposed Transfer or Change in Ownership if the City Council's consent is required, unless the City determines that more time is required. All requests for consent must include copies of the proposed documents of Transfer or Change in Ownership, evidence of the financial condition, reputation and business experience ofthe proposed transferee, completed Economic Disclosure Statements and Affidavits for all involved parties in the form then required by the City, and such other documents as the City may reasonably require to evaluate the proposed Transfer or Change in Ownership. All documents of Transfer or Change in Ownership must completely disclose any and all monetary considerations payable to Tenant in connection with the Transfer or Change in Ownership. Consent to a Transfer or Change in Ownership proposed under this Agreement is in the sole discretion of the City and, as a condition of the consent, the City may require a written acknowledgment from Tenant that, notwithstanding the proposed Transfer or Change in Ownership, Tenant remains fully and completely liable for all obligations of Tenant under this Agreement; however, Tenant shall remain so liable regardless of whether or not the City requests a written acknowledgement.
If any Transfer or Change in Ownership under this Agreement occurs, whether or not prohibited by this section, the Commissioner may collect the Rent payable under this Agreement from any transferee of Tenant and in that event will apply the net amount collected to the amounts payable by Tenant under this Agreement without, by doing so, releasing Tenant from this Agreement or any of its obligations under this Agreement. If any Transfer or Change in Ownership occurs without the consent of the City and the City collects compensation from any transferee of Tenant and applies the net amount collected in the manner

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described in the preceding sentence, the actions by the City are not deemed to be waiver of the covenant contained in this section and do not constitute acceptance of the transferee by the City.
(ix) All reasonable costs and expenses incurred by the City in connection with any prohibited or permitted Transfer or Change in Ownership must be borne by Tenant and are payable to the City as Additional Rent.
The provisions of this Agreement, to the extent applicable, are deemed a part of any sublease or contract between Tenant and a subtenant or Subcontractor.
Assignment of Subleases, Sublicenses and Subcontracts.

Tenant shall assign to the City all of Tenant's right, title and interest in and to each and every permitted sublease and sublicense and each and every Subcontract with a design and construction Subcontractor, now or later executed by Tenant in connection with the License or the Leased Space or any part of it. In connection with the assignment, Tenant must deliver all originally executed subleases, sublicenses and Subcontracts to the Commissioner. Any such assignment will become operative and effective only when and if the City accepts the assignment by giving written notice to Tenant and:

either this Agreement and the Term of this Agreement or Tenant's right to possession under this Agreement are terminated pursuant to Article 9; or
in the event of the issuance and execution of a dispossess warrant or of any other re-entry or repossession by the City under the provisions of this Agreement; or
if an Event of Default exists.
At the time, if any, that the assignment becomes effective as provided above, the subtenants or Subcontractors will be deemed to have waived all claims, suits, and causes of action against the City arising out of or relating to the period before the effective date of the assignment. Further, in no instance will the City be responsible for any claims by a subtenant or Subcontractor arising from or related to any fraud, misrepresentation, negligence or willful or intentionally tortious conduct by Tenant, its officials, employees, or agents.
10j6 Compliance with Laws. Tenant must at all times observe and comply with all applicable laws, statutes, ordinances, rules, regulations, court orders and executive or administrative orders and directives of the federal, state and local government, now existing or later in effect (whether or not the law also requires compliance by other parties), including the Americans with Disabilities Act and Environmental Laws, that may in any manner affect the performance of this Agreement (collectively, "Laws"), and must not use the Leased Space, or allow the Leased Space to be used, in violation of any Laws or in any manner that would impose liability on the City or Tenant under any Laws. Tenant must notify the City within seven days of receiving notice from a competent governmental authority that Tenant or any of its Subcontractors may have violated any Laws. Provisions required by any Law to be inserted in

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this Agreement are deemed inserted in this Agreement whether or not they appear in this Agreement or, upon application by either party, this Agreement will be amended to make the insertion; however, in no event will the failure to insert the provisions before or after this Agreement is signed prevent its enforcement. Without limiting the foregoing, Tenant covenants that it will comply with all Laws, including but not limited to the following:
In connection with Section 2-92-320 of the Municipal Code, Tenant has executed an Economic Disclosure Statement and Affidavit which is attached to this Agreement as Exhibit 11 and which contains a certification as required under the Illinois Criminal Code, 720 ILCS 5/33E, and underthe Illinois Municipal Code, 65 ILCS 5/8-10-1 et seq. Ineligibility under Section 2-92-320 of the Municipal Code continues for 3 years following any conviction or admission of a violation of Section 2-92-320. For purposes of Section 2-92-320, when an official, agent or employee of a business entity has committed any offense under the section on behalf of such an entity and under the direction or authorization of a responsible official of the entity, the business entity is chargeable with the conduct. If, after Tenant enters into a contractual relationship with a Subcontractor, it is determined that the contractual relationship is in violation of this subsection, Tenant must immediately cease to use the Subcontractor. All Subcontracts must provide that Tenant is entitled to recover all payments made by it to the Subcontractor if, before or subsequent to the beginning of the contractual relationship, the use of the Subcontractor would be violative of this subsection.
It is the duty of Tenant and all officers, directors, agents, partners, and employees of Tenant to cooperate with the Inspector General and the Legislative Inspector General of the City in any investigation or hearing undertaken under Chapter 2-56 or Chapter 2-55 ofthe Municipal Code, respectively. Tenant understands and will abide by all provisions of Chapters 2-55 and 2-56 of the Municipal Code. Tenant must inform all Subcontractors of this provision and require under each Subcontract compliance herewith by each Subcontractor as to each such Subcontractor and all of its officers, directors, agents, partners and employees.
Tenant must not use or allow the Leased Space to be used for the release, storage, use, treatment, disposal or other handling of any hazardous substance, as defined in any Environmental Laws, except in full compliance with all Environmental Laws. Tenant must not use or allow the Leased Space to be used for the storage of any such hazardous substances except small amounts of cleaning fluids, business equipment materials (such as copy machine toner) and other small amounts of such hazardous substances customarily handled or used in connection with the Concession operations, all of which must be stored and used in compliance with all applicable Environmental Laws. Upon the expiration or termination of this Agreement, Tenant must surrender the Leased Space to the City free from the presence and contamination of any hazardous substances.
In accordance with Section 11-4-1600(e) ofthe Municipal Code of Chicago, Tenant warrants and represents that it, and to the best of its knowledge, its Subcontractors have not violated and are not in violation ofthe following sections of the Municipal Code (collectively, the "Waste Sections"):
7-28-390 Dumping on public way—Violation—Penalty;


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7-28-440 Dumping on real estate without permit;
11-4-1410 Disposal in waters prohibited;
11-4-1420 Ballast tank, bilge tank or other discharge;
11-4-1450 Gas manufacturing residue;
11-4-1500 Treatment and disposal of solid or liquid waste;
11-4-1530 Compliance with rules and regulations required;
11-4-1550 Operational requirements;
11-4-1560 Screening requirements; and
any other sections listed in Section 11-4-1600(e), as it may be amended from time to
time.


During the period while this Agreement is executory, Tenant's or any Subcontractor's violation of the Waste Sections, whether or not relating to the performance of this Agreement, constitutes a breach of and an Event of Default under this Agreement, for which the opportunity to cure, if curable, will be granted only at the sole designation of the Commissioner. Such breach and Event of Default entitles the City to all remedies under the Agreement, at law or in equity. This section does not limit the Tenant's and its Subcontractors' duty to comply with all Environmental Laws, in effect now or later, and whether or not they appear in this Agreement. Non-compliance with these terms and conditions may be used by the City as grounds for the termination of this Agreement and may further affect the Tenant's eligibility for future City agreements.
Section 2-92-586 of the Municipal Code: The City encourages Tenant to use contractors and subcontractors that are firms owned or operated by individuals with disabilities, as defined by section 2-92-586 of the Municipal Code ofthe City of Chicago, where not otherwise prohibited by federal or state law.
Prohibition on Certain Contributions (Mayoral Executive Order No. 2011-4):
(j) Licensee agrees that Tenant, any person or entity who directly or indirectly has an ownership or beneficial interest in Tenant of more than 7.5 percent ("Owners"), spouses and domestic partners of such Owners, Tenant's Subcontractors, any person or entity who directly or indirectly has an ownership or beneficial interest in any Subcontractor of more than 7.5 percent ("Sub-owners") and spouses and domestic partners of such Sub-owners (Tenant and all the other preceding classes of persons and entities are together, the "Identified Parties"), shall not make a contribution of any amount to the Mayor of the City of Chicago (the "Mayor") or to his political fund-raising committee (i) after execution of this bid, proposal or Agreement by Tenant, (ii) while this Agreement or any Other Contract is executory, (iii) during the term of this Agreement or any Other Contract between Tenant and the City, or (iv) during any period while an extension of this Agreement or any Other Contract is being sought or negotiated.

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Tenant represents and warrants that since the date of public advertisement of the specification, request for qualifications, request for proposals or request for information (or any combination of those requests) or, if not competitively procured, from the date the City approached the Tenant or the date the Tenant approached the City, as applicable, regarding the formulation of this Agreement, no Identified Parties have made a contribution of any amount to the Mayor or to his political fund-raising committee.
Tenant agrees that it shall not: (a) coerce, compel or intimidate its employees to make a contribution of any amount to the Mayor or to the Mayor's political fund-raising committee; (b) reimburse its employees for a contribution of any amount made to the Mayor or to the Mayor's political fund-raising committee; or (c) bundle or solicit others to bundle contributions to the Mayor or to his political fund-raising committee.
Tenant agrees that the Identified Parties must not engage in any conduct whatsoever designed to intentionally violate this provision or Mayoral Executive Order No. 05-1 or to entice, direct or solicit others to intentionally violate this provision or Mayoral Executive Order No. 2011 -4.
Tenant agrees that a violation of, non-compliance with, misrepresentation with respect to, or breach of any covenant or warranty under this provision or violation of Mayoral Executive Order No. 2011-4 constitutes a breach and default under this Agreement, and under any Other Contract for which no opportunity to cure will be granted. Such breach and default entitles the City to all remedies (including without limitation termination for default) under this Agreement, under Other Contract, at law and in equity. This provision amends any Other Contract and supersedes any inconsistent provision contained therein.
If Tenant violates this provision or Mayoral Executive Order No. 2011-4 prior to award of the Agreement resulting from this specification, the Chief Procurement Officer may reject Tenant's bid.
For purposes of this provision:
"Bundle" means to collect contributions from more than one source which are then delivered by one person to the Mayor or to his political fund-raising committee.
"Other Contract" means any other agreement with the City of Chicago to which Tenant is a party that is (i) formed under the authority of chapter 2-92 of the Municipal Code of Chicago; (ii) entered into for the purchase or lease of real or personal property; or (iii) for materials, supplies, equipment or services which are approved or authorized by the city council.
"Contribution" means a "political contribution" as defined in Chapter 2-156 of the Municipal Code of Chicago, as amended.
Individuals are "Domestic Partners" if they satisfy the following criteria:


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they are each other's sole domestic partner, responsible for each other's common welfare;
neither party is married;
the partners are not related by blood closer than would bar marriage in the State of Illinois;
each partner is at least 18 years of age, and the partners are the same sex, and the partners reside at the same residence; and
two of the following four conditions exist for the partners:

The partners have been residing together for at least 12 months.
The partners have common or joint ownership of a residence.
The partners have at least two of the following arrangements:

joint ownership of a motor vehicle;
a joint credit account;
a joint checking account;
a lease for a residence identifying both domestic partners as tenants.
Each partner identifies the other partner as a primary beneficiary in a will.
"Political fund-raising committee" means a "political fund-raising committee" as defined in Chapter 2-156 of the Municipal code of Chicago, as amended.
Tenant covenants that no payment, gratuity or offer of employment must be made in connection with this Agreement by or on behalf of any Subcontractors or higher tier Subcontractors or anyone associated with them as an inducement for the award of a Subcontract or order; and Tenant further acknowledges that any agreement entered into, negotiated or performed in violation of any of the provisions of Chapter 2-156 of the Municipal Code is voidable as to the City.
Pursuant to section 2-156-030(b) of the Municipal Code, it is illegal for any elected official of the city, or any person acting at the direction of such official, to contact, either orally or in writing, any other city official or employee with respect to any matter involving any person with whom the elected official has a business relationship, or to participate in any discussion in any city council committee hearing or in any city council meeting or to vote on any matter involving the person with whom an elected official has a business relationship. Violation of §2-156-030(b) by any elected official with respect to this Agreement is grounds for termination of this Agreement. Section 2-156-080 defines a "business relationship" as any contractual or other private business dealing of an official, or his or her spouse, or of any entity in which an official or his or her spouse has a financial interest, with a person or entity which entitles an official to compensation or payment in the amount of $2,500 or more in a calendar


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year; provided, however, a financial interest will not include: (1) any ownership through purchase at fair market value or inheritance of less than one percent of the share of a corporation, or any corporate subsidiary, parent or affiliate thereof, regardless of the value of or dividends on such shares, if such shares are registered on a securities exchange pursuant to the Securities Exchange Act of 1934, as amended; (2) the authorized compensation paid to an official or employee for his office or employment; (3) any economic benefit provided equally to all residents of the city; (4) a time or demand deposit in a financial institution; or (5) an endowment or insurance policy or annuity contract purchased from an insurance company. A "contractual or other private business dealing" will not include any employment relationship of an official's spouse with an entity when such spouse has no discretion concerning or input relating to the relationship between that entity and the city.
I. Visual Rights Act.
The Tenant will cause any artist who creates artwork for the Leased Space to waive any and all rights in the artwork that may be granted or conferred on any work of visual art (the "Artwork") under Section 106A and Section 113 of the United States Copyright Act, (17 U.S.C. § 101 et seq.) (the "Copyright Act"). The waiver must include, but is not limited to, the right to prevent the removal, storage, relocation, reinstallation, or transfer of the Artwork. The Tenant acknowledges and will cause the artist to acknowledge that such removal, storage, relocation, reinstallation or transfer of the Artwork may result in the destruction, distortion, mutilation or other modification ofthe Artwork. Further, the Tenant acknowledges and consents and will cause the artist to acknowledge and consent that the Artwork may be incorporated or made part of a building or other structure in such a way that removing, storing, relocating, reinstalling or transferring the Artwork will cause the destruction, distortion, mutilation or other modification of the Artwork.
The Tenant represents and warrants that it will obtain a waiver of Section 106A and Section 113 of the Copyright Act as necessary from any employees and subcontractors, or any other artists. Tenant must provide City with copies of any such waivers required by Section 106A and Section 113 of the Copyright Act prior to installation of any Artwork in the Leased Space.
10.7 Airport Security.
A. This Agreement is expressly subject to the airport security requirements of Title 49 of the United States Code, Chapter 449, as amended ("Airport Security Laws"), the provisions of which govern airport security and are incorporated by reference, including the rules and regulations promulgated under it. Tenant is subject to, and further must conduct with respect to its Subcontractors and the respective employees of each, such employment investigations, including criminal history record checks, as the Commissioner, the TSA or the FAA may deem necessary. Further, in the event of any threat to civil aviation, as defined in the Airport Security Laws, Tenant must promptly report any information in accordance with those regulations promulgated by the United States Department of Transportation, the TSA and by the City. Tenant must, notwithstanding anything contained in this Agreement to the contrary, at no additional cost to the City, perform under this Agreement in compliance with those guidelines

developed by the City, the TSA and the FAA with the objective of maximum security enhancement. The drawings, plans, and specifications provided by Tenant under this Agreement must comply with those guidelines for airport security developed by the City, the TSA and the FAA and in effect at the time of their submission.
Further, Tenant must comply with, and require compliance by its Subcontractors, suppliers of materials and furnishers of services, employees, and business invitees, with all present and future laws, rules, regulations, or ordinances promulgated by the City, the TSA or the FAA, or other governmental agencies to protect the security and integrity of the Airport, and to protect against access by unauthorized persons. Subject to the approval of the TSA, the FAA and the Commissioner, Tenant must adopt procedures to control and limit access to the Airport and the Leased Space by Tenant and its Subcontractors, suppliers of materials and furnishers of services, employees, and business invitees in accordance with all present and future City, TSA and FAA laws, rules, regulations, and ordinances. At all times during the Term, Tenant must have in place and in operation a security program for the Leased Space that complies with all applicable laws and regulations.
Gates and doors located on the Leased Space, if any, that permit entry into restricted areas at the Airport must be kept locked by Tenant at all times when not in use or under Tenant's constant security surveillance. Gate or door malfunctions must be reported to the Commissioner or the Commissioner's designee without delay and must be kept under constant surveillance by Tenant until the malfunction is remedied.
In connection with the implementation of its security program, Tenant may receive, gain access to or otherwise obtain certain knowledge and information related to the City's overall Airport security program. Tenant acknowledges that all such knowledge and information is of a highly confidential nature. Tenant covenants that no person will be permitted to gain access to such knowledge and information, unless the person has been approved by the Commissioner in advance in writing. Tenant further must indemnify, hold harmless and defend the City and other users of the Airport from and against any and all claims, reasonable costs, reasonable expenses, damages and liabilities, including all reasonable attorney's fees and costs, resulting directly or indirectly from the breach of Tenant's covenants and agreements as set forth in this section.
Tenant understands that fines and/or penalties may be assessed by the TSA or FAA for Tenant's noncompliance with the provisions of 49 CFR Parts 1540 and 1542 entitled "Airport Security" or by other agencies for noncompliance with regulations applicable to Tenant's operations. In the event the City shall be subject to any fine or penalty by reason of any violation at the Airport of any such rule, regulation or standard, the Commissioner may conduct an investigation and make a determination as to the identity of the party responsible for the violation. If it is determined by the Commissioner that Tenant, or any party for which Tenant is liable under this Agreement, is responsible for all or part ofthe fine or penalty, the Tenant shall pay said amount of the fine or penalty as Additional Rent.
103 Non-Discrimination.




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Tenant for itself, its personal representatives, successors in interest, and assigns, as a part of the consideration of this Agreement, covenants that:(i) no person on the grounds of race, color, or national origin will be excluded from participation in, be denied the benefits of, or otherwise be subjected to discrimination in the use of the Leased Space; (ii) in the construction of any Improvements on, over, or under the Leased Space and the furnishing of services in them, no person on the grounds of race, color, or national origin will be excluded from participation in, be denied the benefits of, or otherwise be subjected to discrimination; (iii) Tenant will use the Leased Space in compliance with all other requirements imposed by or under 49 C.F.R. Part 21, Nondiscrimination in Federally Assisted Programs of the Department of Transportation, and as those regulations may be amended; and (iv)Tenant shall operate the Concession on a fair, equal, and not illegally discriminatory basis to all users of it, and shall charge fair, reasonable, and nondiscriminatory prices for Products (but Tenant is allowed to make reasonable and nondiscriminatory discounts, rebates, or other similar types of price reductions to volume purchasers.) In addition, Tenant assures that it will comply with all other pertinent statutes, Executive Orders and the rules as are promulgated to assure that no person will, on the grounds of race, creed, color, national origin, sex, age, or handicap be excluded from participating in any activity conducted with or benefitting from federal assistance.
It is an unlawful practice for Tenant to, and Tenant must at no time: (i) fail or refuse to hire, or discharge, any individual or discriminate against the individual with respect to his or her compensation, or the terms, conditions, or privileges of his or her employment, because of the individual's race, creed, color, religion, sex, age, handicap or national origin; or
(ii) limit, segregate, or classify its employees or applicants for employment in any way that would deprive any individual of employment opportunities or otherwise adversely affect his or her status as an employee, because of the individual's race, creed, color, religion, sex, age, handicap or national origin; or (iii) in the exercise of the privileges granted in this Agreement, discriminate or permit discrimination in any manner, including the use of the Leased Space, against any person or group of persons because of race, creed, color, religion, national origin, age, handicap, sex or ancestry. Tenant must post in conspicuous places to which its employees or applicants for employment have access, notices setting forth the provisions of this non- discrimination clause.
Tenant must comply with the Civil Rights Act of 1964, 42 U.S.C. § 2000e et seq. (1981), as amended, and to the extent required by the law, must undertake, implement and operate an affirmative action program in compliance with the rules and regulations of the Federal Equal Employment Opportunity Commission and the Office of Federal Contract Compliance, including 14 CFR Part 152, Subpart E. Attention is called to: Exec. Order No. 11,246, 30 Fed. Reg. 12,319 (1965), reprinted in 42 U.S.C. § 2000e note, as amended by Exec. Order No. 11,375, 32 Fed. Reg. 14,303 (1967) and by Exec. Order No. 12,086, 43 Fed. Reg. 46,501 (1978); Age Discrimination Act, 42 U.S.C. §§ 6101-06 (1981); Rehabilitation Act of 1973, 29 U.S.C. §§ 793-94 (1981); Americans with Disabilities Act, 42 U.S.C. § 12101 and 41 CFR Part 60 et seq. (1990) and 49 CFR Part 21, as amended (the "ADA"); and all other applicable federal statutes, regulations and other laws.
Tenant must comply with the Illinois Human Rights Act, 775 ILCS 5/1-101 et seq. as amended and any rules and regulations promulgated in accordance with it, including the

Equal Employment Opportunity Clause, 5 111. Admin. Code §750 Appendix A. Furthermore, Tenant must comply with the Public Works Employment Discrimination Act, 775 ILCS 10/0.01 et seq., as amended, and all other applicable state statutes, regulations and other laws.
Tenant must comply with the Chicago Human Rights Ordinance, sec. 2-160-010 et seq. of the Municipal Code, as amended, and all other applicable City ordinances and rules. Further, Tenant must furnish or must cause each of its Subcontractor(s) to furnish such reports and information as requested by the Chicago Commission on Human Relations.
Tenant must insert these non-discrimination provisions in any agreement by which Tenant grants a right or privilege to any person, firm, or corporation to render accommodations and/or services to the public on the Leased Space. Tenant must incorporate all of the above provisions in all agreements entered into with any subtenants, suppliers of materials, furnishers of services, Subcontractors of any tier, and labor organizations that furnish skilled, unskilled and craft union skilled labor, or that may provide any such materials, labor or services in connection with this Agreement, and Tenant must require them to comply with the law and enforce the requirements. In all solicitations either by competitive bidding or negotiations by Tenant for work to be performed under a Subcontract, including procurements of materials or leases of equipment, each potential Subcontractor or supplier must be notified by Tenant of the Tenant's obligations under this Agreement relative to nondiscrimination.
Noncompliance with this Section will constitute a material breach of this Agreement; therefore, in the event of such breach, Tenant authorizes the City to take such action as federal, state or local laws permit to enforce compliance, including judicial enforcement. In the event of Tenant's noncompliance with the nondiscrimination provisions of this Agreement, the City may impose such sanctions as it or the Federal or state government may determine to be reasonably appropriate, including cancellation, termination or suspension of the Agreement, in whole or in part.
Tenant must permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the City, the Commissioner or the Federal government to be pertinent to ascertain compliance with the terms of this Section. Tenant must furnish to any agency of the Federal or state government or the City, as required, any and all documents, reports and records required by Title 14, Code of Federal Regulations, Part 152, Subpart E, including an affirmative action plan and Form EEO-1.

Airport Concession Disadvantaged Business Enterprises (ACDBEs). This Agreement is subject to the requirements of the U.S. Department of Transportation's regulations 49 C.F.R. Parts 26 and 23, as amended from time to time. Tenant must comply with the Special Conditions Regarding ACDBE participation attached hereto as Exhibit 8 and incorporated here by reference. Failure to comply with such Special Conditions shall be an Event of Default.
No Exclusive Rights. Nothing contained in this Agreement must be construed to grant or authorize the granting of an exclusive right, including an exclusive right to provide aeronautical services to the public as prohibited by section 308(a) of the Federal Aviation Act of 1958, as amended, and the City reserves the right to grant to others the privilege and right of conducting any one or all activities of an aeronautical nature. It is clearly understood by Tenant

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that no right or privilege has been granted that would operate to prevent any person, firm, or corporation operating aircraft on the Airport from performing any services on its own aircraft with its own regular employees (including maintenance and repair) that it may choose to perform.
Airport Landing Area. The City reserves the right to further develop or improve the landing area of the Airport as it sees fit, regardless of the desires or view of Tenant, and without interference or hindrance. The City reserves the right, but is not obligated to Tenant, to maintain and keep in repair the landing area of the Airport and all publicly owned facilities of the Airport, together with the right to direct and control all activities of Tenant in this regard.
No Obstructions. Tenant must comply with applicable notification and review requirements covered in Part 77 of the Federal Aviation Regulations if any future structure or building is planned for the Leased Space, or in the event of any planned modification or alteration of any present or future building or structure situated on the Leased Space. Tenant, by accepting the Lease, expressly agrees for itself, its successors and assigns that it will not erect nor permit the erection of any structure or object nor permit the growth of any tree on the Leased Space above the applicable mean sea level elevation set forth in Part 77 of the Federal Aviation Regulations. If these covenants are breached, the City serves the right to enter upon the Leased Space and to remove the offending structure or object and/or cut down the offending tree, all of which will be at the expense of Tenant.
Avigation Easement. There is reserved to the City, its successors and assigns for the use and benefit of the public, a right of flight for the passage of aircraft in the airspace above the Leased Space. This public right of flight includes the right to cause in the airspace any noise inherent in the operation of any aircraft used for navigation or flight through the airspace or landing at, taking off from, or operation on the Airport. Tenant by accepting this Lease agrees for itself, its successors, and assigns that it will not make use of the Leased Space in any manner that might interfere with the landing and taking off of aircraft from Airport or otherwise constitute a hazard. If this covenant is breached, the City reserves the right to enter upon the Leased Space and cause the abatement of the interference at the expense of Tenant.
National Emergency. This Agreement and all the provisions of this Agreement are subject to whatever right the United States Government now has or in the future may have or acquire affecting the control, operation, regulation, and taking over of the Airport, or the exclusive or non-exclusive use of the Airport by the United States during the time of war or national emergency.
2014 Hiring Prohibitions.

(A) The City is subject to the June 16, 2014 "City of Chicago Hiring Plan" (the "2014 City Hiring Plan") entered in Shakman v. Democratic Organization of Cook County, Case No 69 C 2145 (United States District Court for the Northern District of Illinois). Among other things, the 2014 City Hiring Plan prohibits the City from hiring persons as governmental employees in non-exempt positions on the basis of political reasons or factors.




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Tenant is aware that City policy prohibits City employees from directing any individual to apply for a position with Tenant, either as an employee or as a subcontractor, and from directing Tenant to hire an individual as an employee or as a subcontractor. Accordingly, Tenant must follow its own hiring and contracting procedures, without being influenced by City employees. Any and all personnel of Tenant in connection with this Lease are employees or subcontractors of Tenant, not employees of the City of Chicago. This Contract is not intended to and does not constitute, create, give rise to, or otherwise recognize an employer-employee relationship of any kind between the City and any personnel of Tenant.
Tenant will not condition, base, or knowingly prejudice or affect any term or aspect of the employment of any personnel associated with this Lease, or offer employment to any individual to provide services associated with this Lease, based upon or because of any political reason or factor, including, without limitation, any individual's political affiliation, membership in a political organization or party, political support or activity, political financial contributions, promises of such political support, activity or financial contributions, or such individual's political sponsorship or recommendation. For purposes of this Lease, a political organization or party is an identifiable group or entity that has as its primary purpose the support of or opposition to candidates for elected public office. Individual political activities are the activities of individual persons in support of or in opposition to political organizations or parties or candidates for elected public office.
In the event of any communication to Tenant by a City employee or City official in violation of Section 15.5(b) above, or advocating a violation of Section 15.5(c) above, Tenant will, as soon as is reasonably practicable, report such communication to the Hiring Oversight Section of the City's Office of the Inspector General, and also to the Commissioner of the Department.


ARTICLE 11 GENERAL CONDITIONS
11.1 Entire Agreement. This Agreement contains all the terms, covenants, conditions and agreements between the City and Tenant relating in any manner to the use and occupancy of the Leased Space and otherwise to the subject matter of this Agreement. No prior or other agreement or understandings pertaining to these matters are valid or of any force and effect. This Agreement supersedes all prior or contemporaneous negotiations, undertakings, and agreements between the parties. No representations, inducements, understandings or anything of any nature whatsoever made, stated or represented by the City or anyone acting for or on the City's behalf, either orally or in writing, have induced Tenant to enter into this Agreement, and Tenant acknowledges, represents and warrants that Tenant has entered into this Agreement under and by virtue of Tenant's own independent investigation.
112 Counterparts. This Agreement may be comprised of several identical counterparts and may be fully executed by the parties in separate counterparts. Each such counterpart is deemed to be an original, but all such counterparts together must constitute but one and the same Agreement.




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113 Amendments. Except as otherwise expressly provided in this Agreement, the provisions of this Agreement may by amended only by a written agreement signed by the City and Tenant. No review or approval by the Commissioner, including approval of Construction Documents, constitutes a modification of this Agreement (except to the extent that the review or approval expressly provides that it constitutes such a modification or it is apparent on its face that the review or approval, if made in writing, modifies terms or provisions of this Agreement that are within the express powers of the Commissioner under this Agreement to modify), nor excuse Tenant from compliance with the requirements of this Agreement or of any applicable laws, ordinances or regulations. Amendments must be signed by the Mayor, provided that the Commissioner alone may sign amendments to the Exhibits. Notwithstanding the foregoing, any amendment that would modify the Agreement such that the Agreement would no longer substantially conform to the form of Agreement that was approved by City Council requires approval by the City Council.
11.4 Severability. Whenever possible, each provision of this Agreement must be interpreted in such a manner as to be effective and valid under applicable law. However, notwithstanding anything contained in this Agreement to the contrary, if any provision of this Agreement is under any circumstance prohibited by or invalid under applicable law, the provision is severable and deemed to be ineffective, only to the extent ofthe prohibition or invalidity, without invalidating the remaining provisions of this Agreement or the validity of the provision in other circumstances.
115 Covenants in Subcontracts. All obligations imposed on Tenant under this Agreement pertaining to the maintenance and operation of the Leased Space and compliance with the ACDBE requirements in this Agreement are deemed to include a covenant by Tenant to insert appropriate provisions in all Subcontracts covering work under this Agreement and to enforce compliance of all Subcontractors with the requirements of those provisions.
11j6 Governing Law. This agreement is deemed made in the state of Illinois and governed as to performance and interpretation in accordance with the laws of Illinois. Tenant irrevocably submits itself to the original jurisdiction of those courts located within Cook County, Illinois, with regard to any controversy arising out of, relating to, or in any way concerning the execution or performance of this Agreement. Tenant consents to service of process on Tenant, at the option of the City, by registered or certified mail addressed to the applicable office as provided for in this Agreement, by registered or certified mail addressed to the office actually maintained by Tenant, or by personal delivery on any officer, director, or managing or general agent of Tenant. If any action is brought by Tenant against the City concerning this Agreement, the action can only be brought in those courts located within Cook County, Illinois.
11.7 Notices. Any notices or other communications pertaining to this Agreement must be in writing and are deemed to have been given by a party if sent by nationally recognized commercial overnight courier or registered or certified mail, return receipt requested, postage prepaid and addressed to the other party. Notices are deemed given on the date of receipt if by personal service, or one day after deposit with a nationally recognized commercial overnight courier, 3 days after deposit in the U.S. mails, or otherwise upon refusal of receipt. Unless otherwise directed by Tenant in writing, all notices or communications from City to Tenant will

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i
be addressed to the person identified as the Tenant's contact person in the Tenant's Economic Disclosure Statement and Affidavit, as attached as Exhibit 11. All notices or communications from Tenant to the City must be addressed to:
Commissioner, Chicago Department of Aviation
City of Chicago
O'Hare International Airport
10510 W. Zemke Rd
Chicago, Illinois 60666

and with a copy to: Deputy Commissioner of Concessions at the same address.


If the notice or communication relates to payment of Rent or other payments to the City or relates to the Security deposit or insurance requirements, a copy must be sent to:

City Comptroller City of Chicago - City Hall-Room 501 121 N. LaSalle Street Chicago, Illinois 60602

Ifthe notice or communication relates to a legal matter or the indemnification requirements, a copy must be sent to:
City of Chicago, Department of Law
Aviation, Environmental, Regulatory and Contracts Section
30 North LaSalle Street, Suite 1400
Chicago, Illinois 60602
Attn: Deputy Corporation Counsel
Either party may change its address or the individual to whom the notices are to be given by a notice given to the other party in the manner set forth above.
US Successors and Assigns; No Third-Party Beneficiaries. This Agreement inures to the exclusive benefit of, and be binding upon, the parties and their permitted successors and assigns; nothing contained in this Section, however, constitutes approval of an assignment or other transfer by Tenant not otherwise permitted in this Agreement. Nothing in this Agreement, express or implied, is intended to confer on any other person, sole proprietorship, partnership, corporation, trust or other entity, other than the parties and their successors and assigns, any right, remedy, obligation, or liability under, or by reason of, this Agreement unless otherwise expressly agreed to by the parties in writing. No benefits, payments or considerations received by Tenant for the performance of services associated and pertinent to this Agreement must accrue, directly or indirectly, to any employees, elected or appointed officers or representatives, or to any other person or persons identified as agents of, or who are by definition an employee

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of, the City. Neither this Agreement nor any rights or privileges under this Agreement are an asset of Tenant or any third party claiming by or through Tenant or otherwise, in any bankruptcy, insolvency or reorganization proceeding.
Subordination.

This Agreement is subordinate to the provisions and requirements of any existing or future agreements between the City and the United States government or other governmental authority, pertaining to the development, operation or maintenance of the Airport, including agreements the execution of which have been or will be required as a condition precedent to the granting of federal or other governmental funds for the development of the Airport. If the United States government requires modifications, revisions, supplements or deletions of any of the terms of this Agreement, then Tenant consents to the changes to this Agreement.
This Agreement and all rights granted to Tenant under this Agreement are expressly subordinated and subject to any existing agreement or any Use Agreement with any airline utilizing the Airport, including the Terminals, and any existing agreement with any airline consortium pertaining to the operation of the Airport, including the Terminals.
To the extent of a conflict or inconsistency between this Agreement and any agreement described in paragraphs A. and B. above, those provisions in this Agreement so conflicting must be performed as required by those agreements referred to in paragraphs A. and B.
Conflict. In the event of any conflict between the terms and provisions of this Agreement and the terms and provisions of any sublease or Subcontract between Tenant and third parties, the terms and provisions of this Agreement govern and control.
Offset by Tenant. Whenever in this Agreement the City is obligated to pay Tenant an amount, then the City Comptroller may elect to require Tenant to offset the amount due against Rent or other payments owed by Tenant to the City, in lieu of requiring the City to pay such amount. Tenant shall have no right to offset any amount due to City under this Agreement against amounts due to Tenant by City unless so directed in writing by the City Comptroller.
Waiver; Remedies. No delay or forbearance on the part of any party in exercising any right, power or privilege must operate as a waiver of it, nor does any waiver of any right, power or privilege operate as a waiver of any other right, power or privilege, nor does any single or partial exercise of any right, power or privilege preclude any other or further exercise of it or of any other right, power or privilege. No waiver is effective unless made in writing and executed by the party to be bound by it. The rights and remedies provided for in this Agreement are cumulative and are not exclusive of any rights or remedies that the parties otherwise may have at law, in equity or both, except that the City will not be liable to Tenant for any consequential damages whatsoever related to this Agreement.
Authority of Commissioner. Unless otherwise expressly stated in this Agreement, any consents and approvals to be given by the City under this Agreement may be made and





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given by the Commissioner or by such other person as may be duly authorized by the City Council, unless the context clearly indicates otherwise.
Estoppel Certificate. From time to time upon not less than 15 days prior request by the other party, a party or its duly authorized representative having knowledge of the following facts, will execute and deliver to the requesting party a statement in writing certifying as to matters concerning the status of this Agreement and the parties' performance under this Agreement, including the following:

that this Agreement is unmodified and in full force and effect (or if there have been modifications, a description of the modifications and that the Agreement as modified is in full force and effect);
the dates to which Rent, including Additional Rent, have been paid and the amounts of the Rent most recently paid;
that the requesting party is not in default under any provision of this Agreement, or, if in default, the nature of it in detail;
that, to its knowledge, the requesting party has completed all required improvements in accordance with the terms of this Agreement, and Tenant is in occupancy and paying Rent on a current basis with no offsets or claims; and
in the case of the City's request under this Agreement, such further matters as may be requested by the City, it being intended that any such statement may be relied upon by third parties.
No Personal Liability. Tenant, or any subtenant, sublicensee, assignee or Subcontractor, must not charge any elected or appointed official, agent, or employee of the City personally or seek to hold him or her personally or contractually liable to Tenant, subtenant, sublicensee, assignee, or Subcontractor for any liability or expenses of defense under any provision of this Agreement or because of any breach of its provisions or because of his or her execution, approval, or attempted execution of this Agreement.
Limitation of City's Liability. Tenant, its subtenants and Subcontractors must make no claims against the City for damages, charges, additional costs or fees or any lost profits or costs incurred by reason of delays or hindrances by the City in the performance of its obligations under this Agreement. All Tenant, subtenant, and Subcontractor personal property upon the Leased Space or upon any other part of the Airport, is at the risk of Tenant, subtenant, or Subcontractor respectively only, and the City is not liable for any loss or damage to it or theft of it or from it. The City is not liable or responsible to Tenant, its subtenants or Subcontractors, and Tenant waives, and will cause its subtenants and Subcontractors likewise to waive, to the fullest extent permitted by law, all claims against the City for any loss or damage or inconvenience to any property or person or any lost profits any or all of which may have been occasioned by or arisen out of any event or circumstance, including theft, fire, act of God, public enemy, injunction, riot, strike, insurrection, war, court order, requisition or order of governmental body or authority, or water leakage, steam, excessive heat or cold, falling plaster, or broken glass; or any act or neglect of the City or any occupants of the Airport, including the

Terminals or the Leased Space, or repair or alteration of any part of the Airport, or failure to make any such repairs or any other thing or circumstance, whether of a like nature or a wholly different nature. Ifthe City fails to perform any covenant or condition of this Agreement that the City is required to perform and, notwithstanding the foregoing, Tenant recovers a moneyjudgment against the City, the judgment must be satisfied only out of credit against the Rent and other monies payable by Tenant to the City under this Agreement, and the City is not liable for any deficiency except to the extent provided in this Agreement and to the extent that there are legally available Airport funds.
Joint and Several Liability. If Tenant, or its successors or assigns, if any, is comprised of more than one individual or other legal entity (or a combination of them), then in that event, each and every obligation or undertaking stated in this Agreement to be fulfilled or performed by Tenant is the joint and several obligation or undertaking of each such individual or other legal entity.
Non-Recordation. Tenant must not record or permit to be recorded on its behalf this Agreement or a memorandum of this Agreement, in any public office.
Survival. Any and all provisions set forth in this Agreement that, by its or their nature, would reasonably be expected to be performed after the expiration or termination of this Agreement survive and are enforceable after the expiration or termination. Any and all liabilities, actual or contingent, that have arisen in connection with this Agreement, survive any expiration or termination of this Agreement. Any express statement of survival contained in any section must not be construed to affect the survival of any other section, which must be determined under this section.
1120 Force Majeure. Neither party is liable for non-performance of obligations under this Agreement due to delays or interruptions beyond their reasonable control, including delays or interruptions caused by strikes, lockouts, labor troubles, war, fire or other casualty, acts of God ("force majeure event"). As a condition to obtaining an extension of the period to perform its obligations under this Agreement, the party seeking such extension due to a force majeure event must notify the other party within 20 days after the occurrence of the force majeure event. The notice must specify the nature of the delay or interruption and the period of time contemplated or necessary for performance. The foregoing notwithstanding, however, in no event will Tenant be entitled to an extension of more than 60 days due to a force majeure event, without the express written consent of the Commissioner.












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EXHIBIT 1 LEASED SPACE
(INCLUDING CONFIRMATION OF DBO AND ACTUAL IMPROVEMENT COSTS)

The Leased Space is located at ORD and consists of two (2) Iocation(s) with a total of approximately 1308 square feet of Retail Space and approximately TBD square feet of Storage Space as further depicted in the lease outline drawings attached hereto.

The Date of Beneficial Occupancy is: TBD



































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EXHIBIT 1 LEASED SPACE (INCLUDING CONFIRMATION OF DBO )


The Date of Beneficial Occupancy is: TBD






I
EXHIBIT 1 LEASED SPACE (INCLUDING CONFIRMATION OF DBO )

The Date of Beneficial Occupancy is: TBD

FEES
EXHIBIT 2 FEES
Percentage Fee: The Percentage Fee shall be due and paid monthly as per the terms of the Agreement and shall be equal to 22.0% of Gross Revenue.
Minimum Annual Guarantee. There is no "Minimum Annual Guarantee (MAG)" or "MAG" for the first Lease Year of the Term. The Minimum Annual Guarantee for the second Lease Year is 85% of the Percentage Fee payable in the first Lease Year. Beginning with the third Lease Year, and for each Lease Year thereafter, the MAG will equal the greater of 85% of the Percentage Fee payable calculated for the prior Lease Year and the Minimum Annual Guarantee for the second Lease Year.
In the event the Leased Space is comprised of two or more distinct Retail Spaces that are opening for Concession operations on different dates, then the MAG payable for the entire Agreement will be apportioned among the various Retail Spaces based on actual annualized Gross Revenue, projected Gross Revenues or another reasonable method mutually agreed upon by both parties. The MAG for each Retail Space shall become payable upon its DBO, prorated for any partial year. Upon the DBO of the final Retail Space, the entire MAG shall be payable, prorated for any partial year.

































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EXHIBIT 3 DEVELOPMENT PLAN (INCLUDING BUDGET IMPROVEMENT COSTS, AND SCHEDULED DBO DATES)











































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81

Request For Proposal
Chioago O'Haro International Airport Automated Retail, Services, and Food
Conoosslons Development Plan
Concept Summary
Micro Marts (Just Walk Out)

HUDSON JUST GO
Over the past year we've developed a partnership with a well-known, billion-dollar online retailer. That collaborative relationship has led us to develop a series of exciting initiatives - including implementing Just-Walk Out (JWO) technology into our concessions programs across North America. We're proud of the.work we've done with you at O'Hare and that's why we're excited to introduce Hudson Just GO to the program, with JWO technology.

TOUCHLESS
As COVID-19 lias forever alteied our world, we're all more mindful of the im­portance of social distanc­ing. That is why the JWO technology Is so powerful. ORD guests will be able to enter the store without needing to imotaci ivrtl? a sales associate, increasing safety and health for all.

TESTED STREET SIDE
Our partner's team has perfected It's Just Walk Out solution and we'll work hand-in-hand with their team 10 power the micro myits at ORD. We'll deliver a "touchless" shopping experience that has been tested sireet-sWe in stores. notably in Seatlle and New York City.









l!l Hudson
Request For Proposal
Chicago O'Hare International Airport Automated Rotail, Services, and Food
Concessions Development Plan
Concopt & Thorrio
Micro Marts (Just Walk Out)




Just Walk Out Technology '"" " "
Travelers are increasingly attracted to convenience.and tech-enabled shopping, and today the ability to shop without Interacting with others is even more important. We're proud to share that O'Hare will be one of the first locations in the country to offer the "Just Walk Out" shopping experience! It's so simple and easy... here's how it works:

Hudson BBS3BS

Walk up to the store"^-To the side of the^ntiy gates, dip your credit, card in the reader !


The gates open and you ' (and whoever is with you)
senters the store
[ ZJ




I V WALK OUT #







Ijl Hudson
Request For Proposal
Chicago O'Hare International Airport Automated Retail. Services, and Food
Conoosslons Development Plan
Concept & Theme
Mioro Marts (Just Walk Out)


You Have Questions? So Did We.
This sounds too good.to be true, right? Think again!
Here are some concerns we had and we're sure you do too:


Nope! Just a debit or credit card.
2. What happens it I change my mind?
Just put items down in the store, you'll only be charged for what you leave with. We promise.

3. Do I have to touch anything?
Nope. Jtist Insert your card into the chip reader - so you'll only touch your own credit card.

4. What if I want a receipt?
There is a receipt printer in the store, just swipe your card and punch in your email. By the way, the system will save your credit card and email, so you only need to do it once.



If, OUR PARTNER, A BILLION-DOLLAR ONLINE RETAILER, HAS ALREADY ' PERFECTED THIS TECHNOLOGY IN STREET-SIDE LOCATIONS IN SEATTLE AND NEW YORK CITY. ^


Ijl Hudson
RoquestFor Proposal
Chicago O'Haro International Airport Automated Retail, Services, and Food
Concessions Development Plan
Product & Pricing
Micro Marts (Just Walk Out)


ii
need a healthy snack:, water ... or candy? your secret's safe
WITH US. ««
Hudson - the brand known and trusted by travelers! For more than 30 years, Hudson has seen - and solved - every situation that travelers face. We opened our first Hudson store more than 30 years ago. Since then, we keep evolving with the times and now - we're.doing it again with Just Walk Out technology!



FORGOT YOUR PHONE ' CHARGER''
CHEGC

Inside the Hudson Just GO store. ORD travelers will find what they always expect from Hudson - everything they need (and want) to make the journey more enjoyable.















85

Request For Proposal
Chicago O'Hare International Airport Automated Retail. Sorvioes, and Food
Concessions Development Plan
Concept Summary
Micro Marts (Just Walk Out)


MARKETPLACE
Pre-packaged Snacks Candy, GuirvA Mints Beverages


$1.99 to $19.99 $1.99 to $19.99 $1.99 to $19.99




86

Request For Proposal
Chicago OHare International Airport Automatod Retail, Services, and Food
Concessions Development Plan
Produot Souroing


©-
$1.8 Million
to ORDof product delivered each week
Hudson supplies more than 1,000 stores across North America and we =have'more-than-400,-000-SKys-in^our-inventory=systemrlnother=wordsr^ we're experts at product sourcing. From buying to shipping to receiving to clearing security, we've been supplying our concessions programs for 30+ years.

CHICAGO WAREHOUSE
We have a warehouse located right in Chicago that supplies our op­erations at O'Hare and Midway. You can be confident that our existing infrastructure means that we'll be able to seamlessly setup, stock and manage the Automated Retail and Just-Walk-Out Micro Marts with ease. The stats below are pre-pandemic and they show just how easily we'll be able to manage an expanded program.
21 Deliveries
each week to ORD


"ft

2,000+ SKUs
managed for ORD




WE'RE EXPERTS AT PRODUCT SOURCING -
BOTH AT O'HARE
AND ACROSS NORTH AMERICA.
II

SUPER-SIZED BUYING POWER
Product sourcing is streamlined at Hudson thanks to both our scale and the number of years we've been operating. At a high level, here are the steps involved:
Establish Relationship - One of our buyers at the National Support Center (NASC) establishes a relationship with a brand ... in the rare event we don't already have one.
Order Direct - In almost all cases, we buy directly from manufactures or one of the main national supply houses, which cuts out delays and logistical complications.
Ship Direct - Thanks to our direct relationships, most products ship directly to our regional warehouses which accelerates sourcing timelines.
Stock Programs - Product is organized and packed for delivery to our stores and facilities at regionally dispersed warehouses.

WEEKS ON HAND
From years of experience, we know how critically important it is to have the appropriate amount of reserve inventory - which Is often referred to as "weeks on hand." We generally maintain enough stock to meet demand for two weeks and six weeks for import items like sunglasses.




1 = 1 Hudson
Request For Proposal
Chicago OHare International Airport Automated Retail, Services, and Food
Concessions Development Plan
Capital Improvements

JUST WALK OUT (JWO) MICRO MARTS
Our Joint Venture is proposing to construct a Just Walk Out retail experience utilizing the industry leading technology the same as we recently presented to CDA for Midway. We're partnering with a billion-dollar, online retailer that has pioneered and perfected this technology in street side locations in Seattle and New York. The store will be outfitted with unique attributes to deliver a completely "touchless" experience, which include:
Entry Gate - After guests swipe a credit card to enter, the system automatically reeognlzes'how many people are associated with a credit card.
Exit Gate - As guests exit, the system ends the transaction as items leave the store through the exit gate.
Cameras - Ceiling mounted cameras monitor items movement throughout'trTe~spa~ce"W
Shelving Scales - In conjunction with cameras, certain products are located on scales on special shelves to detect purchase.
Receipt Dispenser - Guests have the option to punch in an email on a receipt dispenser, from which an email receipt is sent after exiting the store.
Monitoring Software - Software monitors the entire space and items In it, to charge guests only for items they (or those with them) pick up while shopping.

Please note: the amounts in Farm E and above ate for the total funding ofthe Joint Venture which indude capital Investment for construction ond inventory. The amounts in form 0 do NOT Include Inventory and therefore, are different
88
As indicated on Form D, for Package 2, Self-Checkout Micro Marts our Joint Venture will invest a total of $1,784,657. These cost estimates are based on our current Just Walk Out designs that are going to be implemented In Dallas Love Field and Chicago Midway.

Request For Proposal
Chicago OHare International Airport Automated Retail. Services; and Food
Conoosslons Development Plan
Capital Improvements


AUTOMATED RETAIL PROGRAM
For the Automated Retail and Food program; we'll Install custom en-
closures-styled tocelebrateQhK^ machines In
partnership with'Signifi Solutions. The automated retail rnachiries'differ" from otlTer vendirig 'options in a few'impprtanVways:
E-Monrtoring: All machines are remotely monitored, which allow for almost instant restocking and repair.
Tailored Design: Each machine is tailored to the product inside, which minimizes maintenance,issues and optimizes display of products.
Lift, Not Drop: Machines lift products, as opposed to dropping them (as Is common in traditional vending machines). This reduces product damage.
Easy Evolution: As we evolve product mix, our machines can easily be altered to accommodate new assortments.
For Package 3. Automated Retail, Services and Food, our Joint Venture will invest a.total.of.$1,9.10,577. JT.hese cost.estim.ates.arebased on.our__ installation of over 50 Sig'nifi automated retail machines.

Please note: the amounts In Form B ond abovB ate for tho total funding of the Joint venture whkh Indude copttal investment for canstnjctlon and Inventory. The amounts In Form 0 do NOT Include Inventory and therefore, ate diffsretiL








Hudson




89

Request For Proposal
Chicago OHaro International Airport Automated Retail. Services, and Food
Concessions Development Plan
Suetainability Plan


SUSTAINABLE CONSTRUCTION
Reduce Energy Consumption
Hudson is dedicated to building high-performance, sustainable ele­ments into every store we build, from the design through construction. To reduce energy consumption, we use LED lights for low energy con­sumption and low heat generation. We install Energy Star appliances, wherever applicable. And the open coolers in our travel essentials stores are designed to consume lower energy levels thanks to stringent design criteria and incorporated LED lighting to reduce heat transmission:
Sustainable Sourcing
¦ SI Hudson
Metals are steel which is endlessly recyclable. The steel is finished with -powder, coat, rather-than metal-plating that produces toxlcwasteand. consumes electricity. Woods are MDF or FSC certified.lumber. We never use old growth or rainforest woods.




90

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94

Request For Proposal
Chicago OHare International Airport Automated Rotail. Services, and Food'
Management & Operations
Marketing Plan & Aotivitios



^INTEGRATED MARKETING &.COMMUNICATIONS:
A WINNING STRATEGY
Hudson activates a multichannel approach to gather customer Insights and comments.io share content, and to connect in ways that continually enhance the overall experience for our customers. For us, it's not about how many followers we have on social media or how many media Impres­sions we gain from a story; it's about customer engagement and con­versation. Our approach targets consumers both in-and-out of the store, within the media, and online*.








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96
I

l!l Hudson
Roquost For Proposal Management & Operations
Chioago OHare International Airport Markoting Plan & Aotivitios
Automated Retail, Services, and Food



AIR TRAVEL MARKETING: A DEEPER DIVE
Each industry comes with its own unique set.of variables, around which a successful marketing strategy must be built Consumer marketing in aviation Is unique and challenging because travelers are focused on reaching their destination. The focus on departure time means shopping is a secondary focus.
Buying decisions are typically driven by one of two.factors. First is need. In the bustle to get out the door, it's easy to forget headphones or a tie for the meeting or.snacks for the plane. Our team are expert at creating promotions, displays and'signage to convert the needs of travelers into purchases. The second buying decision is driven by satisfying wants. But Ifs.lmportant to realize that shopping for pleasure, in the aviation context, Is possible only if a traveler has time and wants to pass time while waiting to depart. This critical'dimensic^iffrJuylFig^ecisic^s'is'vWaVdriv§s~us to focus on in-store strategies. Some travelers will plan ahead and may consider doing shopping online, but the vast majority only want to shop In the 30 to 60 minutes leading up to their boarding time.

ACTIVITIES THAT DRIVE SALES
Our Marketing and Guest Services activities typically fall Into 5 catego­ries, shown below. Throughout the rest of this section, we'll take a closer look at each of these 5 categories.
Product Special Signage
Promotions Events Changes
Display, Social' ¦¦;.
Updates Media Posts
9)



l!l Hudson

Request For Proposal
Chioago OHare International Airport Automated Retail, Servioos, and Food
Management & Operations
Marketing Plan & Activities







'.S«?otliir:doc~f6r sample'cKecklists.' TKiiTpagFis a placeliolclerr































IJI Hudson




98
Request For Proposal
Chioago OHare International Airport Automated Retail, Sorvicos. and Food
Management & Operations
Marketing Plan & Activities


POWERFUL, PROVEN PROMOTIONS
There are promotions and then there are Hudson promotions! We're happy to shine a light on some of the innovative initiatives that set us apart from the competition...
COMBO PROGRAMS - WHO DOESN'T LOVE A COMBO? Our targeted
Strategy ___ combo promos maximize sales. We facilitate relationships between our
vendors so we can continue to drive value and deliver the objective results that prove our effectiveness.
PRODUCT PLACEMENT. PERIOD. Product placement is critical. For the JWO stores our teams have developed a merchandise layout based on the combined airport knowledge of Hudson and our technology partner's feed­back from their street-side locations. The images below show how sales increased when those products were adjusted for better placement.



FREE SAMPLE? YES PLEASE]
We have 400,000 products in our arsenal, giving us plenty of freebies and giveaways to share. Our market­ing and buying teams create a wide variety of targeted local sample-and-demo opportunities to drive sales.
NATIONAL PROMOTIONS
Our national promotions align with specials we can offer thanks to our national buying power and re­lationships with well-known household names (e.g. Coca-Cola, KIND Bars, Dunkln' Donuts). In addition, we also align our promotions with seasonal offers that usually are organized around major holidays, including Halloween, Thanksgiving. Christmas, Mother's Day, Father's Day and the 4th of July. Examples of our na­tional promotions include:
PAY IT FORWARD
Pay It Forward Day was developed in partnership with . KIND Bar, a portion if sales for every bar sold that day are donated to "Feed the Children." Custom banner signage at the lease line and in store alerts customers to Pay It Forward. In Just three years, sales on KIND Bar products for that single day have more than tripled. These simple, Impactful and unexpected moments get customers engaged and enhance their overall travel-re­tail experience In positive, meaningful ways.
MILITARY PERSONNEL PROMOTIONS
We demonstrate our appreciation and gratitude to U.S. military personnel with free beverages (free Coca-Cola and coffee) on key holidays, including Memorial Day. July 4th, and Veterans Day. In addition, service mem­bers receive a 10% discount year-round in appreciation

l!l Hudson

Request For Proposal
Chioago OHare International Airport Automated Rotail; Services, and Food
Managomont & Operations
Marketing Plan'& Activities



SPECIAL EVENTS: SHOWCASING ACTIVITIES
" . TTieTffitpma^^BetaJlprbgrlBTh Is.an.eriUrely humanrless system aha as a
StrategyJ|H|^Bkr result, "speBil'eventsare hof appro^rla'lie'for tfie~fprmat.
__i_r However, the Hudson Just GO store can offer special events - particular-
-'lln^Hi ,y around 9rand opening. We'll work with ORD to develop grand opening
i JJSBBHB', events that introduce travelers to the concept and encourage them to
l!l Hudson
100
experience this revolutionary shopping experience.

RequaBt For Proposal
Chicago OHare International Airport Automated Retail. Services, and Food
Management & Operations
Marketing Plan & Activities




SIGNAGE CHANGES.
Hudson's Creative team (located at the North American Support Center -NASQ creates merchandising promotion Items and signage that is both localized and compelling. Here are some of the ways the Creative, on-site operations, and regional resource teams collaborate to deliver exciting promotional materials:
Local vendors are showcased using in-store digital signage
Our National Sign Program provides tools, templates, and materials to promote national and local merchandise
Merchandisers ensure that seasonal programs and special events are identified and promoted with signage in accordance with our
—company-standards — — - -
On-site teams have access to our sign portal and C8n order tags and custom designed slgns.and displays, as needed
NATIONAL SIGN PROGRAM
Our National Sign Program provides a collection of carefully designed mar­keting and promotion tools arid items to help accelerate the sale of both local and national products across all of our concepts. At a high-level, that program provides our on-site teams with:
2' x 5' banner signs that celebrate holidays, advertising merchandise specials and local events
merchandise signs to place strategically informing the consumer about value pricing, hot market specials
Sign toppers to subtly remind passengers of national holidays

l!l Hudson




101
Request For Proposal
Chicago OHare International Airport Automated Retail, Servioes. and Food
Management & Operations
Marketing Plan & Activities


Strategy^™
With all of the many pptipns yye have to serveLo.ur guests, we spend a lot of time thinking about how best to merchandise our stores. From M&Ms to MAC cosmetics - from Dasani to Dior - we sell just about everything you could possibly want or need in an airport. With all of that experience, we've learned that merchandising techniques must reflect not only the product category but also must align with adjacencies, store design, passenger demographics and the time of year. The graphic below showcases the top 6 aspects of merchandising that are most commonly incorporated into our merchandising techniques.
IN-STORE PLACEMENT
Strategically locate products in stores

DISPLAY SELECTION
" Plck""dlsplays that showcase" products
PRODUCT PRESENTATION
Present products to maximize appeal

.SEASONAL DISPLAYS
Highlight holiday & seasonal products

DISPLAY PLACEMENT
Arrange displays properly within stores
SPECIAL EVENTS
Showcase sports & special events

FLEXIBILITY IS CRITICAL
Technology is rapidly changing our world and we've certainly seen a shift in categories over the past 30 years. Among the many lessons learned, flexibility in both mindset and store design Is absolutely critical. Products become obsolete, brands lose their star-power and new categories continue to burst into the market We anticipate these changes and our merchandising techniques are designed to allow for continual evolution and flexibility. Times change, and so do we.
PRODUCT PLACEMENT TOOLS & PLANOGRAMS
Our merchandising and product specialists de­velop customized planograms for each of our stores. In those, our onsite teams find guidelines, planograms and examples that they are encour­aged to customize for their individual stores and markets. Planograms help local teams make use of best-practices from across our portfolio while enjoying the freedom to tweak based on demo­graphics, proximity to TSA or gates and carrier traffic. Regional merchandise managers provide training to ensure that stores are crisp, well pre­sented and visually appealing


Hudson




102






i
Request For Proposal
Chioago OHare International Airport
Automated Retail. Services, and Food
Management & Operations
Markoting Plan & Aotivitios

SOCIAL MEDIA POSTS

Strategy _______ How does Hudson make a strong impact? By connecting with customers
on a deeper level. Engagement is more than just likes on a colorful pho­to, and real data is not only conceived by click-throughs. It's conceived by Interactions with our guests.
Hudson and its portfolio of brands, particularly our flagship concepts, Hudson News and Hudson, have an active presence across major social media and online platforms, including Twitter, Instagram, and Llnkedln. While the average conversation is branded by the #TravelersBFF hashtag, our customers tend to make up their own, and again - we listen and respond.
We leverage relationships with strategic.brand, vendor, airport, and ce­lebrity partners to create co-promotions that further enhance the experi­ence for traveling consumers.
OUR SOCIAL MEDIA PLAN STRATEGY:
Establish a constant presence across the social media channels that are most relevant to passenger profiles for Newark Terminal One
Leverage our already strong brand partnerships to expand our social media reach
•Partner with local key opinion leaders, influencers and bloggers to drive additional reach and create a buzz around airport shopping

a. o. s 103
We plan to carefully craft key activities and messaging in these imagina­tive streams.
Request For Proposal
Chioago OHare International Airport Automated Retail. Services, and Food
Managoment & Operations
Marketing Plan 8c Activities



ENGAGING CUSTOMERS ON SOCIAL MEDIA IN INNOVATIVE WAYS
'S6cIa1Tn^iaMs"theT3feTe7fe^"r^ ~ -
tech-sawy, on-the-go guests. Hudson leverages various social channels, developing even stronger relationships, engagement and awareness of the brand through existing communities of interest and Industry Influences.
Based upon our relationships with large publishers, we have an unequaled ability to partner strategically with some of the best in the industry, working in tandem to enhance our brands and their own! By leveraging vendor rela­tionships and their followlngs, we Intensify .our own public relations efforts, and In turn, that of our airport partners. This drives brand awareness and guest loyalty, while also increasing incremental sales, and further enhanc­ing the travel retail experience for the millions we serve annually.
But, the most important conversations are those directly with our guests, something we've mastered over the years: We strive to keep lines of com­munications open and honest with our followers, which nets high-levels of engagement in return. This engagement translates Into refined assortments and greater guest satisfaction, a win-win situation for everyone. .
Since guest service is at the core of everything we do, our customer ser­vice team Is.thoroyghly trained on social media, promptly responding to inquiries, suggestions, and compliments. And, if,a customer is unhappy, we work quickly to resolve the issue, promptly delivering a response, making every effort to turn the lackluster experience into a positive one. Our goal is to provide guests with an ongoing communication channel that garners a quick response time. After all, we are "The Traveler's Best Friend."






104

Request For Proposal
Chicago OHare International Airport Automated Rotail. Services, snd Food
Management & Operations
Marketing Plan & Activities


Twitter Polls
Using Twitter's newer survey function, we can quickly gather valuable insights into key markets. In addition to geo-targeting. enhanced tar­geting is achieved by polling users who share similar profiles with the fans ofthe individual airports. In this way, we gather valuable insights acrosspromotions, corporate social responsibility, merchandise, and brand awareness / sentiment. We use this insight in developing travel retail programs and special promotions specific to Individual airports and target customer demographics.
In fact, through Twitter polling, we found that more than 74% of our customers care about .education and military causes most. In reaction the information, we align our social responsibility activities and pro-motions around these two causes. In 2018, Hudson customers gave more than $1.5 million in donations to our Communities In Schoois program, and $3 million In donations to local USOs throughout the country. We are proud of our efforts, because they reflect both our values, and those of our customers.
Twitter Chats
i:i Hudson
Using social media. Hudson Group can promote Newark Terminal One, launching online contests and tweets that Involve the commu­nity, raise awareness of exciting retail opportunities, offering new experiences that enhance the guest experience. We are excited to develop this strategy with you and develop promotional campaigns that drive world-class customer service and satisfaction for Newark terminal One passengers.




105






106






107

Chicago Department of Aviation

Proposal Form G Proposed Concession Fee Rates
Compensation to the City consists of the Minimum Annual Guarantee Fee ("MAG") and
Percentage Fee as described in Section D.2. of the RFP. The City has established the MAG to be
~plui3~the~Citydwing~thc Ce^ amount is not "BlW3Hle^"lir^fWpShVehT
who states a'differentamount in it's proposal will b'e~dee'medndTi-respwsive further consideration for award of the offered concession. The City has not established a range of Percentage Fee Rate (s) for each concession category. Respondents must propose a Percentage fee ratefs) for each Package. Any respondent who fails to propose a Percentage Fee Rate(s) will be deemed non-responsive and eliminated from further consideration for award of the offered concession.
Respondent: HG ORD Tech Retail JV

1) Proposed Percentage Fee Rate:

Concession Category Percentage Fee Rate Ranges (for product categories) Sales Tiers Proposed Percentage Fee Rate
Alternative Mobile Self-Ordering and Delivery Service N/A N/A N/A
Automated Self-Checkout Micro Marts N/A N/A 22% on all sales
Automated Retail, Services and Food N/A N/A 25% on all sales
Note: if not proposing on one or more concession categories (packages) indicate with an "n/a " in the corresponding boxes.








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Amount 3 -
and Amount Source 3 - • -
d Debt or Equity)i Amount 2 $471,149 IN en s *4
jurces (Investor an Source 2 . . . . Loan C 3
Financing S< Amount 1 $1,313,508 $1,406,185
Source 1 Equity (Internal Cash Flows) Equity (Internal Cash Flows)
Proposed Capital Investment $1,784,657 $1,910,577
Concession Location ID Alternative Mobile Self-Ordering and Delivery Service Automated Self-Checkout Micro Marts Automated Retail, Services and Food


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ill

Request For Proposal
Ohicago OHaro International Airport Automated Retail, Servioes, and Food
Concessions Development Plan
Funding Sources & Evidonoo of Viability



As indicated on Form D, our Joint Venture (JV) will invest a total of -$1i784-,657;^hese-estimates-ofcosts-are=based:on'our=currentdust= Walk Out design and bidding work in Dallas Love and our extensive recent construction work in the Chicago market.
PACKAGE 3
For Package 3, our Joint Venture will Invest a total of $1,910,577. These cost estimates are based on our installation of over 50 Slgnifi automated retail machines this June and again, our deep understand­ing and current working relationships with Chicago based contractors
The source of funds for each package will be provided by each Joint Venture partner equal to their In the JV. As stated In Form E, each partner's share of capital contribution is noted below.

^•j***"* •:• .: •.
Hudson Group: $1,333,492 $1,779,741
BTII: $218,932 $292,197
—Goriliss: $218.932 $292.197 -
Dee Robinson: $218,932 $292,197

It should be noted that the amounts in Form E and above are for the total funding of the Joint Venture which include capital Investment for construction and inventory. The amounts In Form D do NOT Include Inventory and thereforeare different.
Hudson will fund its share of capital from our existing cash flows. Each partner will fund 20% of their share of capital from cash and will bor­row the balance of funds from banking institutions or Hudson Group, as a lender of last resort
As noted In our Annual report Hudson had a net profit of $46.3 million dollars in 2019 and over $560 million in current assets. Additionally, Hudson has financial debt agreements with our prima-ryshareholder, Dufry, to secure any necessary liquidity and capital resources necessary.






Ill Hudson




112






i
EXHIBIT 4
CITY'S SHELL AND CORE OBLIGATIONS Unless expressly stated otherwise below, the City shall have no Shell and Core Obligations.











































113






i
EXHIBIT 5 PRODUCTS AND PRICE LIST
EXHIBIT 5 PRODUCTS AND PRICE LIST
ftocpjBBt For PropoajJ
.CWcafjo cyHsro Intomalieca) Air port
Aulomited F)o«a. Services, and Food
Ooncovilona Dovotopmem Plui. Conoopt Gumro»ry . Micro MmtB (jusi Walt OuO

MARKETPLACE
Pre-pBCknged Snacks -C8ndy,,Gum t Mint:: Bevento.es
$1.99 to $t939 $199 to $19.99 $199 to $19.39


114

EXHIBIT 6 FORM OF LETTER OF CREDIT
SAMPLE FORM OF LETTER OF CREDIT
Issuing Bank Letterhead (must be a bank located in the Chicago metropolitan area) Irrevocable Standby Letter of Credit Letter of Credit No. Date: , 20
Chicago Department of Aviation
Chicago's O'Hare International Airport P.O. Box 66142
Chicago, Illinois 60666
Attention: Commissioner
We hereby open in your favor, at the request and for the account of this irrevocable standby letter of credit in an aggregate amount not to exceed $ Dollars ("Stated Amount"), to be available for payment of your drafts drawn at sight on us signed by the Commissioner of the Chicago Department of Aviation, or her designee.
Your sight drafts must be accompanied by a written certificate, in the form of Exhibit A attached hereto (the "Certificate") signed and completed by you.
Partial and multiple drawings are permitted hereunder.
This Letter of Credit sets forth in full the terms of our undertaking, and such undertaking shall not in any way be modified, amended, amplified or limited by any document, instrument or agreement referred to herein, or in which this Letter of Credit is referred to, or to which this Letter of Credit relates; and no such reference shall be deemed to incorporate herein by reference any such document, instrument or agreement. The Account Party is not the owner or beneficiary under this Letter of Credit and possesses no interest whatsoever in this Letter of Credit or its proceeds. Further, this Letter of Credit shall not be affected by any bankruptcy or other insolvency proceeding initiated by or against the Account Party.
This credit shall expire on , 20 , unless extended as provided herein.
It is a condition of this credit that it will be automatically extended without amendment for an additional period of twelve (12) months from the present and each future expiry date, unless, not less than ninety (90) days prior to the then relevant expiry date, we notify you and Corporate Counsel of the City by registered mail, return receipt requested, that we elect not to extend this credit for any additional period. Upon receipt of such a notification you may draw your sight draft on us prior to the then-relevant expiration date for the unused balance of this credit, which shall be accompanied by your signed written statement that you received notification of our election not to extend.
7. Drafts must be marked "Drawn under irrevocable Standby Letter of Credit No. ."




116

We hereby agree to honor each draft drawn under and in compliance with the terms of this credit if duly presented at our offices on or before the close of business on the expiry date.
This Letter of Credit sets forth in full the terms of our undertaking, and such undertaking shall not in any way be modified, amended, amplified or limited by reference to any document, instrument or agreement referred to herein and any such reference shall not be deemed to incorporate herein by reference any document, instrument or agreement.
This Letter of Credit is subject to the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce Publication No. 500,1993 revision, ("IUCP") and to the Uniform Commercial Code - Letters of Credit, as adopted in Illinois, 810 ILCS 5 -101 et seq., as amended ("UCC"). To the extent that the provisions of the IUCP and UCC conflict, the provisions of the UCC shall govern.
We hereby undertake that a draft drawn in conformity with the terms of this Letter of Credit will be duly honored on presentation.

By:
Name:
Title:




























117

THIS IS AN INTEGRAL PART OF STANDBY LETTER OF CREDIT
NO.
EXHIBIT A
CERTIFICATE FOR DRAWING
The undersigned, the Commissioner ofthe Chicago Department of Aviation, represents,
warrants and certifies to (the "Bank") with
reference to Letter of Credit No. issued by the Bank in favor of the City of
Chicago (the "Beneficiary") that:


1. A breach of the Lease and License Agreement ("Agreement") dated as of
, 20 , as amended, modified or supplemented, between the City of
Chicago ("City") and , an , has
occurred, or a replacement Letter of Credit in a form and substance satisfactory to the City Comptroller has not been issued to the City by a Financial Institution meeting the requirements set forth in the Agreement. As a result, the City is making demand under the Letter of Credit to
pay dollars ($ ) on the day of
20 .
Payment of the draft shall be made by bank wire paid to our account as per our wire instructions below:

(Name of Bank)
(City & State)
(ABA No.)
(Account Name)
(Account No.)
(Reference No., if any)
All defined terms used but not defined herein shall have the meaning assigned hereto in the Letter of Credit.


In witness hereof, the City has executed this certificate as of this day of
20
CITY OF CHICAGO



BY:
Its: Commissioner of Aviation


118

EXHIBIT 7 INSURANCE REQUIREMENTS















































119
Chicago Department of Aviation
HG ORD Tech Retail JV Concession Lease and License Agreement O'Hare International Airports
(Micro Mart)

A. INSURANCE REQUIRED
Tenant must provide and maintain at Tenant's own expense, during the term of the Agreement and during the time period following expiration if Tenant is required to return and perform any work, services, or operations, the insurance coverages and requirements specified below, insuring all work, services, or operations related to the Agreement.
Workers Compensation and Employers Liability (Primary and Umbrella)
Workers Compensation Insurance, as prescribed by applicable law covering all employees who are to provide a work, services, or operations under this Agreement and Employers Liability coverage with limits of not less than $1,000,000 each accident; $1,000,000 disease-policy limit; and $1,000,000 disease-each employee, or the full per occurrence limits of the policy, whichever is greater. Coverage must include, but not be limited to, the following: other state endorsement, voluntary compensation and alternate employer, when applicable.

Tenant may use a combination of primary and excess/umbrella policy/policies to satisfy the limits of liability required herein. The excess/umbrella policy/policies must provide the same coverages/follow form as the underlying policy/policies.
Commercial General Liability (Primary and Umbrella)
Commercial General Liability Insurance or equivalent must be maintained with limits of not less than $1.000,000 per occurrence, or the full per occurrence limits of the policy, whichever is greater, for bodily injury, personal injury, and property damage liability. Coverages must include, but not limited to, the following: Leased Space and operations, products/completed operations, separation of insureds, defense, and contractual liability (not to include Endorsement CG 21 39 or equivalent).

The City must be provided additional insured status with respect to liability arising out of Tenant's work, services or operations performed. The City's additional insured status must apply to liability and defense of suits arising out of Tenant's acts or omissions, whether such liability is attributable to the Tenant or to the City on an additional insured endorsement form acceptable to the City. The full policy limits and scope of protection also will apply to the City as an additional insured, even if they exceed the City's minimum limits required herein. Tenant's liability insurance must be primary without right of contribution by any other insurance or self-insurance maintained by or available to the City.
Tenant may use a combination of primary and excess/umbrella policy/policies to satisfy


120

the limits of liability required herein. The excess/umbrella policy/policies must provide the same coverages/follow form as the underlying policy/policies.
Automobile Liability (Primary and Umbrella)
When any motor vehicles (owned, non-owned and hired) are used in connection with work, services, or operations to be performed, Automobile Liability Insurance must be maintained by the Tenant with limits of not less than $1,000,000 per occurrence, or the full per occurrence limits ofthe policy, whichever is greater, for bodily injury and property damage. The City is to be added as an additional insured on a primary, non-contributory basis.

Tenant may use a combination of primary and excess/umbrella policy/policies to satisfy the limits of liability required herein. The excess/umbrella policy/policies must provide the same coverages/follow form as the underlying policy/policies.
Excess/Umbrella
Excess/Umbrella Liability Insurance must be maintained with limits of not less than $4,000,000 per occurrence, or the full per occurrence limits of the policy, whichever is greater. The policy/policies must provide the same coverages/follow form as the underlying Commercial General Liability, Automobile Liability, Employers Liability and Completed Operations coverage required herein and expressly provide that the excess or umbrella policy/policies will drop down over reduced and/or exhausted aggregate limit, if any, of the underlying insurance. The Excess/Umbrella policy/policies must be primary without right of contribution by any other insurance or self-insurance maintained by or available to the City.

Tenant may use a combination of primary and excess/umbrella policies to satisfy the limits of liability required in sections A.1, A.2, A.3 and A.4 herein.
Property
The Tenant must maintain All Risk Property Insurance for the Leased Space including improvements and betterments, in the amount of their full replacement cost. Coverage extensions must include Business Income and Extra Expense. The City is to be named as an additional insured and loss payee, as its interest may appear. Tenant is responsible for all loss or damage to personal property including equipment, fixtures and contents.
Cyber Liability
Cyber Liability Insurance must be maintained with limits of not less than $2,000,000 for each occurrence or claim. Coverage must include, but not be limited to network security and privacy liability including computer or network system attacks (liability arising from the loss or disclosure of confidential information), privacy breach response coverage and costs, regulatory liability including fines and penalties, denial or loss of service, introduction, implantation and/or spread of malicious software code, unauthorized access to or use of computer systems, theft of data, and no exclusion/restriction for unencrypted portable devices/media may be on the policy. The City must be named as an additional insured and/or indemnified party. Ifthe City is


121

named as an additional insured and the policy contains an insured vs insured exclusion, the exclusion must be amended, and not be applicable to the City.
Commercial Crime Insurance
The Tenant must provide a Fidelity Bond or Commercial Crime coverage covering all loss or damage by employee dishonesty, robbery, burglary, theft, destruction or disappearance, computer fraud, credit card forgery, and other related crime risks. The policy limit must be written to cover losses in the amount of maximum monies collected, received or on premises or in possession of Tenant at any given time. The City must be named as a loss payee as its interest may appear. Coverage must include, but not be limited to, third party fidelity coverage, including coverage for loss due to theft and must not contain a requirement for an arrest and/or conviction.
Builders Risk
When Tenant undertakes any construction, including improvements, betterments, upgrades and/or repairs, the Tenant must provide or cause to provided, All Risk Builders Risk Insurance to cover materials, supplies, equipment, machinery and fixtures that will be part of the permanent facility/Leased Space Property. The City of Chicago is to be named as an additional insured and loss payee as its interest may appear.

The Tenant is responsible for all loss or damage to City of Chicago property at full replacement cost.


B. Additional Requirements
Evidence of Insurance. Tenant must furnish the City of Chicago, Department of Aviation, 10510 W. Zemke Rd, Chicago, IL 60666, original certificates of insurance and additional insured endorsement, or other evidence of insurance, to be in force on the date of this Agreement, and renewal certificates of Insurance and endorsement, or such similar evidence, if the coverages have an expiration or renewal date occurring during the term of this Agreement. Tenant must submit evidence of insurance prior to execution of Agreement. The receipt of any certificate does not constitute agreement by the City that the insurance requirements in the Agreement have been fully met or that the insurance policies indicated on the certificate are in compliance with all requirements of Agreement. The failure ofthe City to obtain, nor the City's receipt of, or failure to object to a non-complying insurance certificate, endorsement or other insurance evidence from Tenant, its insurance broker(s) and/or insurer(s) will not be construed as a waiver by the City of any of the required insurance provisions. Tenant must advise all insurers of the Agreement provisions regarding insurance. The City in no way warrants that the insurance required herein is sufficient to protect Tenant for liabilities which may arise from or relate to the Agreement. The City reserves the right to obtain complete, certified copies of any required insurance policies at any time.

Failure to Maintain Insurance. Failure of the Tenant to comply with required coverage and terms and conditions outlined herein will not limit Tenant's liability or responsibility nor does it relieve Tenant ofthe obligation to provide insurance as specified in this Agreement. Nonfulfillment ofthe insurance conditions may constitute a violation ofthe Agreement, and the City retains the right to suspend this Agreement until proper evidence of insurance is provided, or the Agreement may be terminated.

122

Notice of Material Change, Cancellation or Non-Renewal. Tenant must provide for sixty (60) days prior written notice to be given to the City in the event coverage is substantially changed, canceled or non-renewed and ten (10) days prior written notice for non-payment of premium.
Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions on referenced insurance coverages must be borne by Tenant.
Waiver of Subrogation. Tenant hereby waives its rights of subrogation and agrees to require their insurers to waive their rights of subrogation against the City under all required insurance herein for any loss arising from or relating to this Agreement. Tenant agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City received a waiver of subrogation endorsement for Tenant's insurer(s).

Tenant's Insurance Primary. All insurance required of Tenant under this Agreement must be endorsed to state that Tenant's insurance policy is primary and not contributory with any insurance carrier by the City.
No Limitation as to Tenant's Liabilities. The coverages and limits furnished by Tenant in no way limit the Tenant's liabilities and responsibilities specified within the Agreement or by law.
No Contribution by City. Any insurance or self-insurance programs maintained by the City do not contribute with insurance provided by Tenant under this Agreement.
Insurance not Limited by Indemnification. The required insurance to be carried is not limited by any limitations expressed in the indemnification language in this Agreement or any limitation placed on the indemnity in this Agreement given as a matter of law.
Insurance and Limits Maintained. If Tenant maintains higher limits and/or broader coverage than the minimums shown herein, the City requires and must be entitled the higher limits and/or broader coverage maintained by Tenant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage must be available to the City.
Joint Venture or Limited Liability Company. If Tenant is a joint venture or limited liability company, the insurance policies must name the joint venture or limited liability company as a named insured.
Other Insurance obtained by Tenant. If Tenant desires additional coverages, the Tenant will be responsible for the acquisition and cost.
Insurance reguired of Subcontractors. Tenant must name the Subcontractor(s) as a named insured(s) under Tenant's insurance or Tenant will require each Subcontractor(s) to provide and maintain Commercial General Liability, Commercial Automobile Liability, Worker's Compensation and Employers Liability Insurance and when applicable Excess/Umbrella Liability Insurance and Professional Liability Insurance with coverage at least as broad as in outlined in Section A, Insurance Required. The limits of coverage will be determined by Tenant but be no less than $5,000,000 per occurrence for access to airside and $2,000,000 per occurrence for



123

access to landside for Commercial General Liability and Auto Liability. Tenant must determine if Subcontractor(s) must also provide any additional coverage or other coverage outlined in Section A, Insurance Required. Tenant is responsible for ensuring that each Subcontractor has named the City as an additional insured where required on an additional insured endorsement form acceptable to the City. Tenant is also responsible for ensuring that each Subcontractor has complied with the required coverage and terms and conditions outlined in this Section B, Additional Requirements. When requested by the City, Tenant must provide to the City certificates of insurance and additional insured endorsements or other evidence of insurance. The City reserves the right to obtain complete, certified copies of any required insurance policies at any time. Failure of the Subcontractor(s) to comply with required coverage and terms and conditions outlined herein will not limit Tenant's liability orresponsibility.

City's Right to Modify. Notwithstanding any provisions in the Agreement to the contrary, the City, Department of Finance, Risk Management Office maintains the right to modify, delete, alter or change these requirements.


































124

EXHIBIT 8
ACDBE SPECIAL CONDITIONS AND RELATED FORMS

JV 33% ACDBE Consisting of: BT II-Mr. Blanton Vanady (11%) Corliss Stone Littles, LLC. (11%) Robinson-Hill Group, Inc. (11%)












































125
City of Chicago Department of Aviation
Special Conditions Regarding Airport Concessions Disadvantaged Business Enterprise (ACDBE) Commitment


I. POLICY AND PROGRAM
It is the policy of the City of Chicago ("City") not to discriminate on the basis of race, color, sex or national origin in the award or performance of airport concession agreements. Because the City is a recipient of Airport Improvement Program funds from the Federal Aviation Administration ("FAA"), the concessions at the City's airports are subject to 49 CFR Part 23, Participation of Disadvantaged Business Enterprise in Airport Concessions ("Part 23"). The City will not, directly or indirectly, through contractual or other arrangements, use criteria or methods of administration that have the effect of defeating or impeding the accomplishment of the objectives of Part 23. Compliance with Part 23 requirements will not diminish or supplant the Concessionaire's obligations to comply with nondiscrimination laws as required elsewhere in the Agreement. In the event of a conflict between the provisions of these Special Conditions and the requirements of Part 23, the requirements of Part 23 shall prevail. Part 23 is available on-line at www.access.gpo.gov/nara/cfr/waisidx 06/49cfr23 06.html.
It is further the policy of the City, in accordance with the requirements of Part 23, that Airport Concession Disadvantaged Business Enterprises ("ACDBEs") have the maximum opportunity to participate fully in the City's airport concession program. As used throughout these Special Conditions, the term "ACDBE" means an entity that has been certified as such under the Illinois Unified Certification Program ("UCP"). If a firm is not certified by the Illinois UCP as an ACDBE in accordance with the standards in Part 23, the firm's participation is not counted for Part 23 purposes. ACDBEs certified by other jurisdictions are not considered certified ACDBEs for purposes of this Agreement and will not be counted as such unless they have also been certified by the Illinois UCP.
In accordance with Part 23, Subparts B and D, the City submitted an ACDBE Program and ACDBE Goal for approval by the FAA. The FAA-approved ACDBE Program and ACDBE Goal are available upon request. In the event of any amendments or revisions to Part 23 (or any related or superseding regulations), these Special Conditions shall be subject to such revised regulations and any City-promulgated program, regulations, or goals established thereunder. Upon request by the City, this Agreement shall be amended to replace these Special Conditions with revised Special Conditions that reflect the then-current federal regulations, if necessary.
The following assurances are required to be included in the Agreement by 49 CFR §23.9(c). Concessionaire is deemed to be the "concessionaire or contractor" referenced.
1. This agreement is subject to the requirements of the U.S. Department of Transportation's regulations, 49 CFR Part 23. The concessionaire or contractor agrees that it will 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 order or other agreement covered by 49 CFR Part 23.






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2. The concessionaire or contractor agrees to include the above statements in any subsequent concession agreement or contract covered by 49 CFR Part 23, that it enters and cause those businesses to similarly include the statements in further agreements.

II. PROGRAM GOALS
The City has established, and the Federal Aviation Administration has approved, aspirational goals for ACDBE participation in its airport concessions program as required by Part 23, Subpart II. Generally, ACDBE participation in airport concessions is measured as a percentage of annual gross receipts earned by the concessions. Details on counting ACDBE participation are found in 49 CFR §§ 23.53 (rental car concessions) and 23.55 (non-rental car concessions) and described further below.
The below aspirational goals are for the City's concessions program as a whole. With respect to this Agreement, the City may or may not have established a contract-specific ACDBE aspirational goal at the time that the City issued the Request for Proposals for the concession ("RFP"). If the RFP included a contract-specific goal, Tenant's proposal either included participation by ACDBE(s) that met or exceeded the contract-specific goal or Concessionaire demonstrated "good faith efforts" to meet that contract-specific goal but was unable to do so. Guidance on "good faith efforts" can be found in Appendix A to 49 C.F.R. Part 26. Appendix A as it appears on the date of the Agreement is incorporated in Section VI. A. of these Special Conditions, but Concessionaire is responsible for compliance with federal regulations as they may be amended from time to time.
1. All Concessions Except Rental Cars.

O'Hare International Airport: The City has determined that the appropriate aspirational goal for ACDBE participation in non-rental car concessions is 30%. Historical data regarding ACDBE participation at the City's airports indicates that this aspirational goal should consist of a race-neutral goal of 7% and a race-conscious goal of 23%.
Midway International Airport: The City has determined that the appropriate aspirational goal for ACDBE participation in non-rental car concessions is 37%. Historical data regarding ACDBE participation at the City's airports indicates that this aspirational goal should consist of a race-neutral goal of 5.5% and a race-conscious goal of 31.5%.
B. Rental Car Concessions. Due to the lack of ACDBE rental car companies, the national or regional nature of rental car industry procurement practices and a general lack of reliable historical data, the City has determined that the aspirational goal for ACDBE participation in rental car concessions at both airports is 2.4%. Nevertheless, rental car concessionaires are encouraged to use all reasonable efforts to maximize procurement of goods and services from ACDBEs that may be certified in the Illinois UCP or the UCPs of other states.

In 2012, the Rent-A-Car Concessions Voluntary M/W/DBE Program ("RAC Program") was approved by City Council of Chicago, Illinois, as part of an amendment to the rental car concession license agreements at Chicago O'Hare and Midway International Airports. (Coun. J. 12-12-2012, p. 43891.) As part of the program, the on-airport rental car companies ("RACs") will use good faith efforts to expand contracting opportunities for



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businesses owned by minorities, women and/or disadvantaged persons in connection with "non-fleet expenditures" attributable to the On-Airport RAC's operations at the Airports. The RACs agree that for fiscal year 2017 and thereafter, the goal of their outreach efforts will be to achieve, at a minimum, 30% of non-fleet expenditures with businesses owned by M/W/DBEs that are either certified or not certified but are owned by minority, women and/or disadvantaged persons.

III. CONCESSIONAIRE'S ACDBE COMMITMENT
INITIAL ACDBE COMMITMENT
The extent and nature of the ACDBE participation commitment by Concessionaire is documented in Schedules B, C and\or D attached to these Special Conditions ("ACDBE Commitment"). As used these Special Conditions and in Schedules B, C and D, "Concessionaire" means the entity with whom the City has entered into a concession agreement, whether that entity is referred to in that agreement as "Tenant," "Licensee" or other term.
The total ACDBE Commitment, stated as a percentage of the concessions gross revenues, must equal or exceed the percentage ACDBE participation required in the Agreement. If the Agreement indicates that there is no ACDBE participation requirement, it will be conclusive evidence that either (a) the RFP contained no contract-specific goal and Concessionaire did not propose any ACDBE participation or (b) the Concessionaire demonstrated, to the satisfaction of the City, that it exerted good faith efforts to obtain ACDBE participation to meet a contract-specific goal but was unable to obtain such participation. In either such event, there will be no Schedule B, C or D attached to these Special Conditions.
If there is ACDBE participation in the form of a joint venture member, the attached Schedule B sets forth the essential terms of that joint venture participation, including a representation as to the value ofthe ACDBE's activities in operating the concession as a percentage of gross revenues, and a copy of the joint venture agreement is attached to Schedule B. If there is ACDBE participation is in the form of ACDBE(s) acting as sublicensee(s), subtenant(s) or subcontractor(s), it is documented in Schedules C and D. Schedule(s) C is the commitment by the ACDBE(s) to participate by providing the goods or services indicated, and Schedule D is the commitment by the non-ACDBE to such participation by the ACDBE(s).
CHANGES IN ACDBE PARTICIPATION
Pursuant to 49 CFR 23.25 and 49 CFR 26.53, Concessionaire must not make arbitrary changes to its ACDBE Commitment. Further, after entering into a joint venture agreement, sublicense or subcontract (collectively, "ACDBE agreement") with each approved ACDBE, Concessionaire must not terminate the ACDBE agreement, reduce the scope of the ACDBE's participation in the concession, nor decrease the compensation to the ACDBE, as applicable, without in each instance receiving the prior written consent of the City. The City will not consent unless Concessionaire shows good cause. Concessionaire must promptly notify the Commissioner of any proposed change in an ACDBE agreement and submit a copy of the proposed amendment to the ACDBE agreement. Prior to requesting consent from the City to terminate or substitute an ACDBE, Concessionaire must give notice to the ACDBE, with a copy to the City, providing the ACDBE an opportunity to respond.




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In any event, the collective participation of the previously approved ACDBE(s) must either continue to contribute to the concession at least the value of the ACDBE Commitment, as stated in terms of a percentage of gross revenues, or substitute or additional ACDBE(s) must be retained by Concessionaire pursuant to (D) below to maintain the ACDBE Commitment, except as provided in (C) below. Failure to comply with the ACDBE Commitment is an event of default under the Agreement. If the proposed change in ACDBE participation is approved by the City, Concessionaire and ACDBE(s) must complete revised Schedules B, C or D, as applicable.
These notice and consent requirements apply both pre- and post- award of the Agreement. Note that changes to a joint venture Concessionaire prior to award may result in rejection of the proposal if the City determines, in the sole discretion of the Commissioner, that those changes affect Concessionaire's qualifications.
C. INVOLUNTARY CHANGES IN ACDBE PARTICIPATION
In the event that it appears that Concessionaire will not comply with its ACDBE Commitment because: (i) an ACDBE has defaulted in its performance under the ACDBE agreement through no fault of Concessionaire, (ii) an ACDBE is decertified by the Illinois UCP through no fault of Concessionaire and the ACDBE's participation can no longer be counted, (iii) the ACDBE's certified area of specialty has been changed through no fault of Concessionaire and the ACDBE's participation can no longer be counted, or (iv) an ACDBE is otherwise unable or unwilling to perform its obligations through no fault of Concessionaire, then Concessionaire must promptly notify the ACDBE with a copy to the City, of its intent to terminate or substitute the ACDBEs participation and provide the ACDBE with a minimum of five days to respond, unless the City grants permission for a shorter response period as a matter of public necessity (i.e. safety). Concessionaire requests to the City for permission to terminate or substitute an ACDBE must specify one or more of the foregoing reasons as the cause for potential non­compliance with the ACDBE Commitment. If the City concurs with the specified reason, Concessionaire shall use good faith efforts as described in Section VI below to replace the ACDBE's participation with participation by another ACDBE. As provided in Section VI, Concessionaire must demonstrate those good faith efforts to the satisfaction of the Commissioner. Failure to comply with the foregoing shall be an event of default under the Agreement.
Concessionaire's position in these cases must be fully explained and supported with adequate documentation. Stated reasons which will NOT be acceptable include: A replacement firm has been recruited to perform the same function under terms more advantageous to the Concessionaire; issues about performance by the committed ACDBE were disputed (unless every reasonable effort has already been taken to have the issues resolved or mediated satisfactorily); and an ACDBE has requested reasonable price escalation which may be justified due to unforeseen circumstances.
V. ACDBE SUBSTITUTION AND ADDITIONAL ACDBEs
If Concessionaire identifies a substitute, replacement or additional ACDBE for the City's approval. Concessionaire's request for approval shall include the name, address, and principal official of the proposed ACDBE; the nature and essential terms of the ACDBE agreement under which the ACDBE will participate; and a letter of intent signed by Concessionaire and the ACDBE to enter into such an ACDBE agreement upon approval by the City. Concessionaire




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must provide such other affidavits and documents as the City may request to evaluate the request. The City will evaluate and respond to the submitted documentation within fifteen working days after the submittal of a complete request. The response may be in the form of approving the request, requiring more information, or requiring an interview.
Actual use of a substitute, replacement or additional ACDBE should not be made by Concessionaire before City approval is given. An ACDBE agreement between Concessionaire and the ACDBE must be executed within the time specified by the City, and a fully executed copy of the ACDBE agreement must be submitted immediately to the City.
VI. AGREEMENT EXTENSIONS, ASSIGNMENTS AND SUBLEASES
Ifthe Agreement contains a term extension or if the Concessionaire proposes an assignment or sublease of the Agreement, as a condition precedent to the City's consent to such extension, assignment or sublease, the City and Concessionaire will revisit and possibly adjust the Concessionaire's ACDBE Commitment to reflect any possible change in ACDBE availability and to ensure compliance with Part 23 as it may have been amended in the interim. Concessionaire will be required to provide amended Schedules D, B, or C, along with amended ACDBE agreements, to reflect any required changes to the ACDBE Commitment or provide documentation of good faith efforts to achieve increased ACDBE participation.
IV. COUNTING ACDBE PARTICIPATION

• CONCESSIONS OTHER THAN RENTAL CAR
In order for participation in the concession to be counted and reported to the FAA, ACDBEs must perform a commercially useful function, as defined in 49 CFR § 23.55(a). The work performed or gross receipts earned by a firm after its ACDBE eligibility has been removed are not counted, except as provided in 49 CFR § 23.55(j). Costs incurred in connection with the renovation, repair, or construction of a concession facility (sometimes referred to as the "buildout") are not counted (but may be subject to goals for M/WBE or other types of participation under a local program as specified by the City). Otherwise, ACDBE participation in non-rental car concessions is counted in accordance with 49 CFR § 23.55 as follows:

¦ Concessionaire is an ACDBE. When Concessionaire is an ACDBE or a joint venture consisting only of ACDBEs, the gross receipts earned by Concessionaire are counted. Gross receipts attributable to a non-ACDBE sublicensee of Concessionaire are not counted.
VTI. Separate locations. When an ACDBE performs as a sublicensee to Concessionaire with its own concession location or when Concessionaire is a joint venture which includes a non-ACDBE and in which an ACDBE operates its own separate location, the gross receipts earned by the ACDBE at its separate location are counted. The ACDBE location must be independently operated by the ACDBE as evidenced by the ACDBE's responsibility for all aspects of the management and operation of the location. Gross receipts attributable to a non-ACDBE sublicensee of the ACDBE are not counted.
VIII. Joint venture, no separate locations. When Concessionaire is a joint venture with an ACDBE participant and the ACDBE jointly participates with a non-ACDBE in the operation of all locations, only the portion of the Concessionaire's gross receipts



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attributable to the distinct, clearly defined portion of the work of the concession that the ACDBE performs with its own forces is counted. When the City has reason to doubt the extent of an ACDBE joint venturer's commercially useful contribution towards the concessionaire's gross receipts, the City may require Concessionaire to submit evidence to substantiate the value of the ACDBE's contribution. If the Concessionaire fails to submit satisfactory evidence, it is an event of default under the Agreement.
Subcontractor participation. When an ACDBE provides, as a subcontractor to Concessionaire, goods or services for operation of the concession, the amounts paid to the ACDBE are counted as provided below. However, if the ACDBE enters into a subcontract with a non-ACDBE to provide the goods or services, the amounts paid to the non-ACDBE are not counted.

The entire amount of fees or commissions charged by an ACDBE firm for a bona fide service, provided that the City determines this amount to be reasonable and not excessive as compared with fees customarily paid for similar services. Such services may include, but are not limited to, professional, technical, consultant, legal, security systems, advertising, building cleaning and maintenance, computer programming, or managerial.
The entire amount of the cost of goods obtained from an ACDBE manufacturer, as provided in 49 CFR § 23.55(f).
The entire amount of the cost of goods purchased or leased from a ACDBE regular dealer, as provided in 49 CFR § 23.55(g).
For goods purchased from an ACDBE which is neither a manufacturer nor a regular dealer, the amount of reasonable fees, commissions, or delivery charges earned by the ACDBE, as provided in 49 CFR § 23.55(h).
• RENTAL CAR CONCESSIONS
If Concessionaire is a rental car company, ACDBE participation counts in accordance with the provisions of 49 CFR §23.53. Goods and services will be counted in accordance with the following:

¦ The entire amount of the cost charged by an ACDBE for repairing vehicles, provided that it is reasonable and not excessive as compared with fees customarily allowed for similar services; and further provided that any portion of a fee paid by a manufacturer to an ACDBE car dealership for reimbursement of work performed under the manufacturer's warranty is excluded;
The entire amount of the fee or commission charged by an ACDBE to manage a car rental concession under an agreement with the Concessionaire, provided that it is reasonable and not excessive as compared with fees customarily allowed for similar services.
For other goods and services, ACDBE participation counts as provided in 49 CFR §26.55 and §23.55. In the event of any conflict between these two sections, §23.55 controls.
XII. If a rental car company has a national or regional contract with an ACDBE, it may
count a pro-rated share of the amount of that contract toward the goals of each airport
covered by the contract as provided in §23.55(f).




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Rental car companies may also count ACDBE direct participation through direct ownership arrangements, but such arrangements are not required.
V. CERTIFICATION, RECORDS, REPORTS AND MONITORING
CERTIFICATION
Copies of letters of certification from a member of the Illinois UCP for each ACDBE that is part of Concessionaire's ACDBE Commitment are attached to their respective Schedule C or Schedule B. All letters of certification issued by the City of Chicago include a statement of the ACDBE firm's area of specialization.
Each ACDBE must promptly notify Concessionaire if there is any change in the ACDBE's certification status. Concessionaire, in turn, must notify Commissioner of any change in an ACDBE's certification status and provide a copy of any correspondence from the certifying agency regarding the status of an ACDBE's certification.
The ACDBE's scope of work, as detailed by Schedule B, C or D, must conform to its stated area of specialization. If, during the course of this Agreement, Concessionaire proposes to amend Schedules B, C or D so that an ACDBE performs additional work or supplies additional goods, materials or services not covered by its area of certification, the ACDBE must request an extension of its certification for such work, goods, materials or services in order to count toward the ACDBE's participation in the concession. The request to expand the scope of the ACDBE's certification, together with all documentation required by the City to process that request, must be received by the City at least 60 days in advance of the proposed date to perform such additional work or supply such additional goods, materials or services.
RECORDKEEPING
The Concessionaire must maintain records of all relevant data with respect to the utilization of ACDBEs, retaining these records for a period of at least three years after termination or expiration of the Agreement. Concessionaire grants full access to these records to the City of Chicago, Federal or State authorities, the U.S. Department of Justice, or their duly authorized representatives.
REPORTING
Concessionaire must file ACDBE utilization reports (monthly if non-rental car and quarterly if rental car), together with its concession license fee payment, delineating for the month or quarter, as applicable, and cumulatively for the year-to-date: (i) contribution by ACDBE joint venture member(s) or sublicensee(s) to Concessionaire's gross receipts and (ii) payments to ACDBE subcontractor(s). Each ACDBE utilization report must be signed by an authorized officer or representative of the Concessionaire and be notarized.
MONITORING
The City will, from time to time during the term of the Agreement, conduct investigations and interviews to monitor and verify that ACDBE participation in the concession meets or exceeds the ACDBE Commitment. Concessionaire must give, upon request, earnest and prompt




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cooperation to the City in submitting to inspections and interviews, in allowing entry to places of business, in providing further documentation, and in requiring the cooperation of its ACDBEs.
If the City determines that an ACDBE's actual role or responsibilities do not comply with the representations made by Concessionaire and the ACDBE in Schedules B, C or D, or that Concessionaire and/or ACDBE have misrepresented to the City either the payments to the ACDBE or the value ofthe ACDBE's participation in a joint venture, it shall be an event of default under the Agreement.
VI. GOOD FAITH EFFORTS
A. EXAMPLES
Examples of "good faith efforts" are described below and in 49 CFR § 23.25, 49 CFR §26.53, and Appendix A to 49 CFR Part 26. As provided in § 23.25, §26.53 and Appendix A to 49 • Part 26, the following are examples of documented actions that the City may take into consideration in determining whether Concessionaire made good faith efforts:
Soliciting through all reasonable and available means (e.g., advertising and/or written notices) the interest of all certified ACDBEs who have the capability to perform work or services or to supply goods relevant to the concession. Concessionaire must solicit this interest within sufficient time to allow the ACDBEs to respond to the solicitation. Concessionaire must determine with certainty if the ACDBEs are interested by taking appropriate steps to follow up initial solicitations.
Soliciting the work, services or goods in portions that increase the likelihood that an ACDBE can perform the work or services or provide the goods. This includes, when appropriate, breaking out contract items into economically feasible units to facilitate ACDBE participation, even when the concessionaire might otherwise prefer to perform these work items with its own forces.
Providing interested ACDBEs with adequate information about the operations, management and requirements of the concession in a timely manner to assist them in responding to a solicitation.

Negotiating in good faith with interested ACDBEs. Evidence of such negotiation includes the names, addresses and telephone numbers of ACDBEs that were considered; a description of the information provided regarding the opportunities selected for possible ACDBE participation; and evidence as to why agreement could not be reached for ACDBEs to perform the work.
NOTE: A concessionaire using good business judgment would consider a number of factors in negotiating with potential business partners or subcontractors, including ACDBEs, and would take a firm's price and capabilities as well as contract goals into consideration. However, the fact that there may be some additional costs involved in finding and using ACDBEs is not in itself sufficient reason for a failure to meet the ACDBE Commitment, as long as such costs are reasonable. Concessionaires are not, however, required to accept higher quotes from ACDBEs if the price difference in comparison to non-ACDBEs is excessive or unreasonable.
Not rejecting ACDBEs as being unqualified without sound reasons based on a thorough investigation of their capabilities. The ACDBE's standing within its industry,
, membership in specific groups, organization or associations and political or social



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affiliation (for example union vs. non-union employee status) are not legitimate causes for rejection.
Making efforts to assist interested ACDBEs in obtaining bonding, lines of credit or insurance as required by the City or Concessionaire.
Making efforts to assist interested ACDBEs in obtaining necessary equipment, supplies, materials, or related assistance or services.
Effectively using the services of available minority/women community organizations and contractors' groups; local, state and federal minority/women business assistance offices; and other organizations as allowed on a case-by-case basis to provide assistance in the recruitment and placement of ACDBEs.
• DOCUMENTATION
Whenever Concessionaire is required to demonstrate good faith efforts by Part 23 or these Special Conditions, Concessionaire must provide supporting documentation to the satisfaction of the Commissioner. This means documentation to show that Concessionaire took all necessary and reasonable steps which by their scope, intensity and appropriateness to the objective, could reasonably be expected to obtain compliance, even if not fully successful. The following types of documentation, as applicable to the situation, will be considered by the City in determining whether Concessionaire has made good faith efforts:
¦ A listing of all ACDBE firms that were contacted that includes:
names, address and telephone numbers of ACDBE firms contacted;
date and time of contact;
method of contact (written, telephone, transmittal of facsimile documents, etc.);
name of the person contacted.

Copies of letters or any other evidence of mailing that substantiates outreach to ACDBE vendors that include:

concession identification and location;
descriptions/classification/commodity of work, services or goods for which quotations were sought; and
date, time and location for submittal of bids or proposals.
Detailed statement which summarizes direct negotiations with appropriate ACDBE firms and indicates why negotiations were unsuccessful.
Affirmation that good faith efforts have been demonstrated by choosing opportunities likely to be performed by ACDBEs by not imposing any limiting conditions which were not mandatory for all potential bidders\proposers; or denying the benefits ordinarily conferred for the type of opportunity that was solicited.
Copies of proposed portions of the work, services or goods to be performed or provided by ACDBEs in order to increase the likelihood of ACDBE participation.
Evidence that Concessionaire negotiated in good faith with interested ACDBEs.
Evidence that Concessionaire did not reject ACDBEs as being unqualified without sound reasons based on a thorough investigation of their capabilities.



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Evidence that Concessionaire made efforts to assist interested ACDBEs in obtaining bonding, lines of credit or insurance, as required by the City or the concessionaire.
Evidence that Concessionaire made efforts to assist interested ACDBEs in obtaining necessary equipment, supplies, materials or related assistance or services.

Evidence that Concessionaire has provided timely notice of the opportunity to at least 50 percent of the applicable ACDBEs listed in the Illinois UCP Directory. The City may contact the ACDBEs identified by Concessionaire for verification of such notification.
Evidence that ACDBE participation is excessively costly. In order to establish that a ACDBE's quote is excessively costly, Concessionaire must provide the following information:

A detailed statement of the opportunity identified for ACDBE participation for which Concessionaire asserts the ACDBE quote(s) were excessively costly.
A listing of all potential business partners or subcontractors contacted for a quotation on that opportunity.
Prices quoted by all such potential business partners or subcontractors for that opportunity.
Other documentation that demonstrates to the satisfaction of the City that the ACDBE quotes are excessively costly.
C. ADMINISTRATIVE RECONSIDERATION

1. For the purposes of this Agreement, the City has delegated the responsibility for making the
determination regarding a Concessionaire's good faith efforts to the Department of Aviation. The determination shall be based upon the Department's review of the documentation that the Concessionaire has timely submitted. Within five days of being informed by the Department that Concessionaire has not documented sufficient good faith efforts, Concessionaire may request administrative reconsideration. The request must be made in writing to the following official:

City of Chicago Department of Aviation
10510 West Zemke Road Chicago, Illinois 60666 Attention: Commissioner
NOTE: The Commissioner may not have played any role in the original determination that the Concessionaire did not make or timely document sufficient good faith efforts. The Commissioner may appoint a reconsideration officer, who did not play any role in the original determination, to act in his or her stead.
With copies to:
City of Chicago
Department of Procurement Services
City Hall, Room 806 121 N. LaSalle Street Chicago, Illinois 60602 Attention: Chief Procurement Officer



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City of Chicago Department of Aviation 10510 West Zemke Road Chicago, Illinois 60666 Attention: Deputy Commissioner for Concessions
City of Chicago Department of Law 30 North LaSalle Street, Room 1400 Chicago, Illinois 60602
Attention: Deputy Corporation Counsel, Aviation
2. As part of this reconsideration, the Concessionaire will have the opportunity to provide written documentation or argument concerning the issue of whether it made adequate good faith efforts. The Concessionaire will have the opportunity to meet in person with the reconsideration officer to discuss whether it did so. The Department will send the Concessionaire a written decision on reconsideration, explaining the basis for finding that the Concessionaire did or did not make adequate good faith efforts.
Vn. NON-COMPLIANCE AND DAMAGES
NON-COMPLIANCE GENERALLY
Concessionaire's failure to comply with these Special Conditions constitutes a material breach of the Agreement and entitles the City to declare an event of default. If Concessionaire fails to cure the default within the time allowed under the default provisions of the Agreement, the City may exercise those remedies provided for in the Agreement, at law or in equity, including termination of the Agreement. In addition to any remedies specified in the Agreement, at the City's option the term of this Agreement will become month-to-month until the City locates a new Concessionaire. At the City's option, any improvements added by Concessionaire must remain for the new tenant at no cost to the City or the new tenant.
NON-COMPLIANCE WITH ACDBE AGREEMENT
If Concessionaire has not complied with the requirements of an ACDBE agreement, the affected ACDBE may seek to recover from Concessionaire damages suffered by the ACDBEs as a result of such non-compliance. Such disputes may impact the quality of concessions at the City's airports and/or the ability of other airport tenants to solicit ACDBE participation. Therefore, Concessionaire consents to have any disputes between Concessionaire and affected ACDBEs resolved by binding arbitration before an independent arbitrator other than the City, with reasonable expenses, including attorneys' fees, being recoverable by the prevailing party in accordance with any applicable regulations. This provision is intended for the benefit of all ACDBEs affected by Concessionaire's failure to comply with ACDBE agreements and grants ACDBEs specific third-party beneficiary rights. In cases deemed appropriate by the City, a dispute may lead to the withholding of sums that the City may owe Concessionaire until the City receives a copy of the final arbitration decision, but in no event will Concessionaire be excused from making any payments due to the City during the pendency of a dispute. Noncompliance or non-cooperation with the City may affect continued eligibility to enter into future contracting arrangements with the City.

12 17 2019




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EXHIBIT 9
MBE\WBE SPECIAL CONDITIONS AND RELATED FORMS






















































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SPECIAL CONDITIONS REGARDING MINORITY OWNED BUSINESS ENTERPRISE COMMITMENT AND WOMEN OWNED BUSINESS ENTERPRISE COMMITMENT IN
CONSTRUCTION CONTRACTS

I. Policy and Terms

As setforth in 2-92-650 etseq. ofthe Municipal Code of Chicago (MCC) it is the policy of the City of Chicago that businesses certified as Minority Owned Business Enterprises (MBEs) and Women Owned Business Enterprises (WBEs) in accordance with Section 2-92-420 et seq. of the MCC and Regulations Governing Certification of Minority and Women-owned Businesses, and all other Regulations promulgated under the aforementioned sections of the Municipal Code, shall have full and fair opportunities to participate fully in the performance of this contract. Therefore, bidders shall not discriminate against any person or business on the basis of race, color, national origin, or sex, and shall take affirmative actions to ensure that MBEs and WBEs shall have full and fair opportunities to compete for and perform subcontracts for supplies or services.
Failure to carry out the commitments and policies set forth herein shall constitute a material breach of the contract and may result in the termination of the contract or such remedy as the City of Chicago deems appropriate.

Under the City's MBE/WBE Construction Program as set forth in MCC 2-92-650 et seq, the program-wide aspirational goals are 26% Minority Owned Business Enterprise participation and 6% Women Owned Business Enterprise participation. The City has set goals of 26% and 6% on all contracts in line with its overall aspirational goals, unless otherwise specified herein, and is requiring that bidders make a good faith effort in meeting or exceeding these goals.
Contract Specific Goals and Bids
A bid may be rejected as non-responsive if it fails to submit one or more of the following with its bid demonstrating its good faith efforts to meet the Contract Specific Goals by reaching out to MBEs and WBEs to perform work on the contract:
An MBE/WBE compliance plan demonstrating how the bidder plans to meet the Contract Specific Goals (Schedule D); and/or
Documentation of Good Faith Efforts (Schedule H).
If a bidder's compliance plan falls short of the Contract Specific Goals, the bidder must include either a Schedule H demonstrating that it has made Good Faith Efforts to find MBE and WBE firms to participate or a request for a reduction or waiver of the goals.
Accordingly, the bidder or contractor commits to make good faith efforts to expend at least the following percentages of the total contract price (inclusive of any and all modifications and amendments), if awarded the contract:

MBE Contract Specific Goal: 26% WBE Contract Specific Goal: 6%
This Contract Specific Goal provision shall supersede any conflicting language or provisions that may be contained in this document.





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For purposes of evaluating the bidder's responsiveness, the MBE and WBE Contract Specific Goals shall be percentages of the bidder's total base bid. However, the MBE and WBE Contract Specific Goals shall apply to the total value of this contract, including all amendments and modifications.
Contract Specific Goals and Contract Modifications
The MBE and WBE Contract Specific Goals established at the time of contract bid shall also apply to any modifications to the Contract after award. That is, any additional work and/or money added to the Contract must also adhere to these Special Conditions requiring Contractor to (sub)contract with MBEs and WBEs to meet the Contract Specific Goals.

Contractor must assist the Construction Manager or user Department in preparing its "proposed contract modification" by evaluating the subject matter of the modification and determining whether there are opportunities for MBE or WBE participation and at what rates.
Contractor must produce a statement listing the MBEs/WBEs that will be utilized on any contract modification. The statement must include the percentage of utilization of the firms. If no MBE/WBE participation is available, an explanation of good faith efforts to obtain participation must be included.
The Chief Procurement Officer shall review each proposed contract modification and amendment that by itself or aggregated with previous modification/amendment requests, increases the contract value by ten percent (10%) of the initial award, or $50,000, whichever is less, for opportunities to increase the participation of MBEs or WBEs already involved in the Contract.

II. Definitions
"Area of Specialty" means the description of a MBE's or WBE's activity that has been determined by the Chief Procurement Officer to be most reflective of the firm's claimed specialty or expertise. Each MBE and WBE letter of certification contains a description of the firm's Area of Specialty. Credit toward the Contract Specific Goals shall be limited to the participation of firms performing within their Area of Specialty. The Department of Procurement Services does not make any representation concerning the ability of any MBE or WBE to perform work within its Area of Specialty. It is the responsibility of the bidder or contractor to determine the capability and capacity of MBEs and WBEs to perform the work proposed.

"B.E.P.D." means an entity certified as a Business enterprise owned or operated by people with disabilities as defined in MCC 2-92-586.

"Broker" means a person or entity that fills orders by purchasing or receiving supplies from a third party supplier rather than out of its own existing inventory and provides no commercially useful function other than acting as a conduit between his or her supplier and his or hercustomer.
"Chief Procurement Officer" or "CPO" means the chief procurement officer of the City of Chicago or his or her designee.







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"Commercially Useful Function" means responsibility for the execution of a distinct element ofthe work ofthe contract, which is carried out by actually performing, managing, and supervising the work involved, evidencing the responsibilities and risks of a business owner such as negotiating the terms of (sub)contracts, taking on a financial risk commensurate with the contract or its subcontract, responsibility for acquiring the appropriate lines of credit and/or loans, or fulfilling responsibilities as a joint venture partner as described in the joint venture agreement.

"Construction Contract" means a contract, purchase order or agreement (other than lease of real property) for the construction, repair, or improvement of any building, bridge, roadway, sidewalk, alley, railroad or other structure or infrastructure, awarded by any officer or agency ofthe City, other than the City Council, and whose cost is to be paid from City funds.

"Contract Specific Goals" means the subcontracting goals for MBE and WBE participation established for a particular contract.

"Contractor" means any person or business entity that has entered into a construction contract with the City, and includes all partners, affiliates and joint ventures of such person or entity.

"Direct Participation" the value of payments made to MBE or WBE firms for work that is done in their Area of Specialty directly related to the performance ofthe subject matter of the Construction Contract will count as Direct Participation toward the Contract Specific Goals.

"Directory" means the Directory of Minority Business MBEs and WBEs maintained and published by the Chief Procurement Officer. The Directory identifies firms that have been certified as MBEs and WBEs, and includes the date of their last certifications and the areas of specialty in which they have been certified. Bidders and contractors are responsible for verifying the current certification status of all proposed MBEs and WBEs.

"Executive Director" means the executive director of the Office of Compliance or his or her designee.
"Good Faith Efforts" means actions undertaken by a bidder or contractor to achieve a Contract Specific Goal that, by their scope, intensity, and appropriateness to the objective, can reasonably be expected to fulfill the program's requirements.
"Joint venture" means an association of a MBE or WBE firm and one or more other firms to carry out a single, for-profit business enterprise, for which each joint venture partner contributes property, capital, efforts, skills and knowledge, and in which the MBE or WBE is responsible for a distinct, clearly defined portion of the work of the contract and whose share in the capital contribution, control, management, risks, and profits of the joint venture are commensurate with its ownership interest.
"Minority Business Enterprise" or "MBE" means a firm certified as a minority-owned business enterprise in accordance with City Ordinances and Regulations.
"Supplier" or "Distributor" refers to a company that owns, operates, or maintains a store, warehouse or other establishment in which materials, supplies, articles or equipment are bought, kept in stock and regularly sold or leased to the public in the usual course of business. A regular distributor or supplier is a firm that owns, operates,



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or maintains a store, warehouse, or other establishment in which the materials or supplies required for performance ofthe Contract are bought, kept in stock, and regularly sold to the public in the usual course of business. To be a regular distributor the firm must engage in, as its principal business and in its own name, the purchase and sale ofthe products in question. A regular distributor in such bulk items as steel, cement, gravel, stone, and petroleum products need not keep such products in stock if it owns or operates distribution equipment.

"Women Business Enterprise" or "WBE" means a firm certified as a women-owned business enterprise in accordance with City Ordinances and Regulations.
III. Joint Ventures

The formation of joint ventures to provide MBEs and WBEs with capacity and experience at the prime contracting level, and thereby meet Contract Specific Goals (in whole or in part) is encouraged. A joint venture may consist of any combination of MBEs, WBEs, and non-certified firms as long as one member is an MBE or WBE.
The joint venture may be eligible for credit towards the Contract Specific Goals only if:

The MBE or WBE joint venture partner's share in the capital contribution, control, management, risks and profits of the joint venture is equal to its ownership interest;
The MBE or WBE joint venture partner is responsible for a distinct, clearly defined portion of the requirements of the contract for which it is at risk;

3. Each joint venture partner executes the bid to the City; and

4. The joint venture partners have entered into a written agreement specifying the terms and conditions of the relationship between the partners and their relationship and responsibilities to the contract, and all such terms and conditions are in accordance with the conditions set forth in Items 1, 2, and 3 above in this Paragraph A.
The Chief Procurement Officer shall evaluate the proposed joint venture agreement, the Schedule B submitted on behalf of the proposed joint venture, and all related documents to determine whether these requirements have been satisfied. The Chief Procurement Officer shall also consider the record of the joint venture partners on other City of Chicago contracts. The decision ofthe Chief Procurement Officer regarding the eligibility of the joint venture for credit towards meeting the Contract Specific Goals, and the portion of those goals met by the joint venture, shall be final.
The joint venture may receive MBE or WBE credit for work performed by the MBE or WBE joint venture partner(s) equal to the value of work performed by the MBE or WBE with its own forces for a distinct, clearly defined portion of the work.
Additionally, if employees of the joint venture entity itself (as opposed to employees of the MBE or WBE partner) perform the work then the value of the work may be counted toward the Contract Specific Goals at a rate equal to the MBE or WBE firm's percentage of participation in the joint venture as described in Schedule B.



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The Chief Procurement Officer may also count the dollar value of work subcontracted to other MBEs and WBEs. Work performed by the forces of a non-certified joint venture partner shall not be counted toward the Contract Specific Goals.
Schedule B: MBE/WBE Affidavit of Joint Venture
Where the bidder's Compliance Plan includes the participation of any MBE or WBE as a joint venture partner, the bidder must submit with its bid a Schedule B and the proposed joint venture agreement. These documents must both clearly evidence that the MBE or WBE joint venture partner(s) will be responsible for a clearly defined portion of the work to be performed, and that the MBE's or WBE's responsibilities and risks are proportionate to its ownership percentage. The proposed joint venture agreement must include specific details related to:
The parties' contributions of capital, personnel, and equipment and share ofthe costs of insurance and bonding; and/or work to be
performed by employees of the newly formed joint venture entity;
Work items to be performed under the supervision of the MBE or WBE joint venture partner; and
The MBE's or WBE's commitment of management, supervisory, and operative personnel to the performance of the contract.
NOTE: Vague, general descriptions of the responsibilities of the MBE or WBE joint venture partner do not provide any basis for awarding credit. For example, descriptions such as "participate in the budgeting process," "assist with hiring," or "work with managers to improve customer service" do not identify distinct, clearly defined portions of the work. Roles assigned should require activities that are performed on a regular, recurring basis rather than as needed. The roles must also be pertinent to the nature of the business for which credit is being sought. For instance, ifthe scope of work required by the City entails the delivery of goods or services to various sites in the City, stating that the MBE or WBE joint venture partner will be responsible for the performance of all routine maintenance and all repairs required to the vehicles used to deliver such goods or services is pertinent to the nature of the business for which credit is being sought.
IV. Counting MBE and WBE Participation Towards the Contract Specific Goals
Work items to be performed by the MBE'Ds or WBE'Ds own forces

Refer to this section when preparing the MBE/WBE compliance plan and completing Schedule D-1 for guidance on what value of the participation by MBEs and WBEs will be counted toward the stated Contract Specific Goals. The "Percent Amount of Participation" depends on whether and with whom a MBE or WBE subcontracts out any portion of its work and other factors.
Firms that are certified as both MBE and WBE may only be listed on a bidder's compliance plan as either a MBE or a WBE to demonstrate compliance with the Contract Specific Goals. For example, a firm certified as both a MBE and a WBE may only listed on the bidder's compliance plan under one of the categories, but not both. Additionally, a firm that is certified as both a MBE and a WBE could not self-perform 100% of a contract, it would have to show good faith efforts to meet the Contract




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Specific Goals by including in its compliance plan work to be performed by another MBE or WBE firm, depending on which certification that dual- certified firm chooses to count itself as.
Only expenditures to firms that perform a Commercially Useful Function as defined above may count toward the Contract Specific Goals.
The CPO will determine whether a firm is performing a commercially useful function by evaluating the amount of work subcontracted, whether the amount the firm is to be paid under the contract is commensurate with the work it is actually performing and the credit claimed for its performance ofthe work, industry practices, and other relevant factors.

A. A MBE or WBE does not perform a commercially useful function if its participation is only required to receive payments in order to obtain the appearance of MBE or WBE participation. The CPO may examine similar commercial transactions, particularly those in which MBEs or WBEs do not participate, to determine whether non MBE and non WBE firms perform the same function in the marketplace to make a determination.
Only the value of the dollars paid to the MBE or WBE firm for work that it performs in its
Area of Specialty in which it is certified counts toward the Contract Specific Goals.
Only payments made to MBE and WBE firms that meet BOTH the Commercially Useful Function and Area of Specialty requirements above will be counted toward the Contract Specific Goals.
If the MBE or WBE performs the work itself:
¦ 100% of the value of work actually performed by the MBE's or WBE's own forces shall be counted toward the Contract Specific Goals, including the cost of supplies purchased or equipment leased by the MBE or WBE from third parties or second tier subcontractors in order to perform its (sub)contract with its own forces. 0% of the value of work at the project site that a MBE or WBE subcontracts to a non-certified firm counts toward the Contract Specific Goals

• If the MBE or WBE is a manufacturer:
¦ 100% of expenditures to a MBE or WBE manufacturer for items needed for the Contract shall be counted toward the Contract Specific Goals. A manufacturer is a firm that operates or maintains a factory or establishment that produces on the premises the materials or supplies obtained by the bidder or contractor.
• Ifthe MBE or WBE is a distributor or supplier:
¦ 60% of expenditures for materials and supplies purchased from a MBE or WBE that is certified as a regular dealer or supplier shall be counted toward the Contract Specific Goals.
• If the MBE or WBE is a broker:
0% of expenditures paid to brokers will be counted toward the Contract Specific Goals.
As defined above, Brokers provide no commercially useful function.

• Ifthe MBE or WBE is a member of the joint venture contractor/bidder:




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A joint venture may count the portion of the total dollar value of the contract equal to the distinct, clearly defined portion of the work of the contract that the MBE or WBE performs with its own forces toward the Contract Specific Goals.
• OR if employees of this distinct joint venture entity perform the work then the value of the work may be counted toward the Contract Specific Goals at a rate equal to the MBE or WBE firm's percentage of participation in the joint venture as described in Schedule B.
Note: a joint venture may also count the dollar value of work subcontracted to other MBEs and WBEs, however, work subcontracted out to non-certified firms may not be counted.

C. If the MBE or WBE subcontracts out any of its work:
100% ofthe value ofthe work subcontracted to other MBEs or WBEs performing work in its Area of Specialty may be counted toward the Contract Specific Goals.
0% of the value of work that a MBE or WBE subcontracts to a non-certified firm counts toward the Contract Specific Goals (except for the cost of supplies purchased or equipment leased by the MBE or WBE from third parties or second tier subcontractors in order to perform its (sub)contract with its own forces as allowed by C.1. above).
The fees or commissions charged for providing a bona fide service, such as professional, technical, consulting or managerial services or for providing bonds or insurance or the procurement of essential personnel, facilities, equipment, materials or supplies required for performance of the Contract, may be counted toward the Contract Specific Goals, provided that the fee or commission is determined by the Chief Procurement Officer to be reasonable and not excessive as compared with fees customarily allowed for similar services.
The fees charged for delivery of materials and supplies required on a job site (but not the cost of the materials and supplies themselves) when the hauler, trucker, or delivery service is not also the manufacturer of or a regular dealer in the materials and supplies, provided that the fee is determined by the Chief Procurement Officer to be reasonable and not excessive as compared with fees customarily allowed for similar services.
The fees or commissions charged for providing any bonds or insurance, but not the cost of the premium itself, specifically required for the performance of the Contract, provided that the fee or commission is determined by the Chief Procurement Officer to be reasonable and not excessive as compared with fees customarily allowed for similar services.

V. Procedure to Determine Bid Compliance

The following Schedules and requirements govern the bidder's or contractor's MBE/WBE proposal:

• Schedule B: MBE/WBE Affidavit of Joint Venture
¦ Where the bidder's Compliance Plan includes the participation of any MBE or WBE as a joint venture partner, the bidder must submit with its bid a Schedule B and the proposed joint venture agreement. See Section III above for detailed requirements.







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• Schedule C: MBE/WBE Letter of Intent to Perform as a Subcontractor orSupplier
The bidder must submit the appropriate Schedule C with the bid for each MBE and WBE included on the Schedule D. The City encourages subcontractors to utilize the electronic fillable format Schedule C, which is available at the Department of Procurement Services website, . Suppliers must submit the Schedule C for Suppliers, first tier subcontractors must submit a Schedule C for Subcontractors to the Prime Contractor and second or lower tier subcontractors must submit a Schedule C for second tier Subcontractors. Each Schedule C must accurately detail the work to be performed by the MBE or WBE and the agreed upon rates/prices. Each Schedule C must also include a separate sheet as an attachment on which the MBE or WBE fully describes its proposed scope of work, including a description of the commercially useful function being performed by the MBE or WBE in its Area of Specialty. If a facsimile copy of the Schedule C has been submitted with the bid, an executed original Schedule C must be submitted by the bidder for each MBE and WBE included on the Schedule D within five (5) business days afterthe date ofthe bid opening.
Schedule D: Compliance Plan Regarding MBE and WBE Utilization
The bidder must submit a Schedule D with the bid. The City encourages bidders to utilize the electronic fillable format Schedule D, which is available at the Department of Procurement Services website, . An approved Compliance Plan is required before a contract may commence.
The Compliance Plan must commit to the utilization of each listed MBE and WBE. The bidder is responsible for calculating the dollar equivalent of the MBE and WBE Contract Specific Goals as percentages of the total base bid. All Compliance Plan commitments must conform to the Schedule Cs.
A bidder or contractor may not modify its Compliance Plan after bid opening except as directed by the Department of Procurement Services to correct minor errors or omissions. Bidders shall not be permitted to add MBEs or WBEs after bid opening to meet the Contract Specific Goals, however, contractors are encouraged to add additional MBE/WBE vendors to their approved compliance plan during the performance of the contract when additional opportunities for participation are identified. Except in cases where substantial, documented justification is provided, the bidder or contractor shall not reduce the dollar commitment made to any MBE or WBE in order to achieve conformity between the Schedule Cs and Schedule D. All terms and conditions for MBE and WBE participation on the contract must be negotiated and agreed to between the bidder or contractor and the MBE or WBE prior to the submission ofthe Compliance Plan. If a proposed MBE or WBE ceases to be available after submission of the Compliance Plan, the bidder or contractor must comply with the provisions in Section VII.
Letters of Certification
A copy of each proposed MBE's and WBE's Letter of Certification from the City of Chicago must be submitted with the bid.
A Letters of Certification includes a statement of the MBE's or WBE's area(s) of specialty. The MBE's or WBE's scope of work as detailed in the Schedule C must

conform to its area(s) of specialty. Where a MBE or WBE is proposed to perform work not covered by its Letter of Certification, the MBE or WBE must request the addition of a new area at least 30 calendar days prior to the bid opening.
Schedule F: Report of Subcontractor Solicitations
A Schedule F must be submitted with the bid, documenting all subcontractors and suppliers solicited for participation on the contract by the bidder. Failure to submit the Schedule F may render the bid non-responsive.
Schedule H: Documentation of Good Faith Efforts
1. If a bidder determines that it is unable to meet the Contract Specific Goals, it must document its good faith efforts to do so, including the submission of Attachment C, Log of Contacts.

H. If the bidder's Compliance Plan demonstrates that it has not met the Contract
Specific Goals in full or in part, the bidder must submit its Schedule H no later
than three business days after notification by the Chief Procurement Officer of
its status as the apparent lowest bidder. Failure to submit a complete Schedule
H will cause the bid to be rejected as non-responsive.

I. Documentation must include but is not necessarily limited to:
A detailed statement of efforts to identify and select portions of work identified in the bid solicitation for subcontracting to MBEs and WBEs;
A listing of all MBEs and WBEs contacted for the bid solicitation that includes:
Names, addresses, emails and telephone numbers of firms solicited; Date and time of contact; Person contacted;
Method of contact (letter, telephone call, facsimile, electronic mail, etc.).
Evidence of contact, including:
Project identification and location;
Classification/commodity of work items for which quotations were sought;
Date, item, and location for acceptance of subcontractor bids; Detailed statements summarizing direct negotiations with appropriate MBEs and WBEs for specific portions of the work and indicating why agreements were not reached. Bids received from all subcontractors.
Documentation of bidder or contractor contacts with at least one of the minority and women assistance associations on Attachment A.

• Agreements between a bidder or contractor and a MBE or WBE in which the MBE or WBE promises not to provide subcontracting quotations to other bidders or contractors are prohibited.




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Prior to award, the bidder agrees to promptly cooperate with the Department of Procurement Services in submitting to interviews, allowing entry to places of business, providing further documentation, or soliciting the cooperation of a proposed MBE or WBE. Failure to cooperate may render the bid non-responsive.
If the City determines that the Compliance Plan contains minor errors or omissions, the bidder or contractor must submit a revised Compliance Plan within five (5) business days after notification by the City that remedies the minor errors or omissions. Failure to correct all minor errors or omissions may result in the determination that a bid is non-responsive.
No later than three (3) business days after receipt of the executed contract, the contractor must execute a complete subcontract agreement or purchase order with each MBE and WBE listed in the Compliance Plan. No later than eight (8) business days after receipt ofthe executed contract, the contractor must provide copies of each signed subcontract, purchase order, or other agreement to the Department of Procurement Services.
VI. Demonstration of Good Faith Efforts

I. In evaluating the Schedule H to determine whether the bidder or contractor has made good faith efforts, the performance of other bidders or contractors in meeting the goals may be considered.

II. The Chief Procurement Officer shall consider, at a minimum, the bidder's efforts to:
Solicit through reasonable and available means at least 50% (or at least five when there are more than eleven certified firms in the commodity area) of MBEs and WBEs certified in the anticipated scopes of subcontracting ofthe contract, as documented by the Schedule H. The bidder or contractor must solicit MBEs and WBEs within seven
(7) days prior to the date bids are due. The bidder or contractor must take appropriate steps to follow up initial solicitations with interested MBEs or WBEs.
Advertise the contract opportunities in media and other venues oriented toward MBEs and WBEs.
Provide interested MBEs or WBEs with adequate information about the plans, specifications, and requirements of the contract, including addenda, in a timely manner to assist them in responding to the solicitation.
Negotiate in good faith with interested MBEs or WBEs that have submitted bids. That there may be some additional costs involved in soliciting and using MBEs and WBEs is not a sufficient reason for a bidder's failure to meet the Contract Specific Goals, as long as such costs are reasonable.
Not reject MBEs or WBEs as being unqualified without sound reasons based on a thorough investigation of their capabilities. The MBE's or WBE's standing within its industry, membership in specific groups, organizations, or





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associations and political or social affiliations are not legitimate causes for rejecting or not soliciting bids to meet the Contract Specific Goals.
Make a portion of the work available to MBE or WBE subcontractors and suppliers and selecting those portions of the work or material consistent with the available MBE or WBE subcontractors and suppliers, so as to facilitate meeting the Contract Specific Goals.
Make good faith efforts, despite the ability or desire of a bidder or contractor to perform the work of a contract with its own organization. A bidder or contractor who desires to self-perform the work of a contract must demonstrate good faith efforts unless the Contract Specific Goals have been met.
Select portions of the work to be performed by MBEs or WBEs in order to increase the likelihood that the goals will be met. This includes, where appropriate, breaking out contract work items into economically feasible units to facilitate MBE or WBE participation, even when the bidder or contractor might otherwise prefer to perform these work items with its own forces.

J. Make efforts to assist interested MBEs or WBEs in obtaining bonding, lines of credit, or insurance as required by the City or bidder or contractor.

K. Make efforts to assist interested MBEs or WBEs in obtaining necessary equipment, supplies, materials, or related assistance or services; and

L. Effectively use the services of the City; minority or women community organizations; minority or women assistance groups; local, state, and federal minority or women business assistance offices; and other organizations to provide assistance in the recruitment and placement of MBEs or WBEs.
1. If the bidder disagrees with the City's determination that it did not make good faith efforts, the bidder may file a protest pursuant to the Department of Procurement Services Solicitation and Contracting Process Protest Procedures within 10 business days of a final adverse decision by the Chief Procurement Officer.
VII. Changes to Compliance Plan

• No changes to the Compliance Plan or contractual MBE and WBE commitments or substitution of MBE or WBE subcontractors may be made without the prior written approval of the Chief Procurement Officer. Unauthorized changes or substitutions, including performing the work designated for a subcontractor with the contractor's own forces, shall be a violation of these Special Conditions and a breach of the contract with the City, and may cause termination of the executed Contract for breach, and/or subject the bidder or contractor to contract remedies or other sanctions. The facts supporting the request for changes must not have been known nor reasonably could have been known by the parties prior to entering into the subcontract. Bid shopping is prohibited. The bidder or contractor must negotiate with the subcontractor to resolve the problem. If requested by either party, the




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Department of Procurement Services shall facilitate such a meeting. Where there has been a mistake or disagreement about the scope of work, the MBE or WBE can be substituted only where an agreement cannot be reached for a reasonable price for the correct scope of work.

• Substitutions of a MBE or WBE subcontractor shall be permitted only on the following basis:
Unavailability after receipt of reasonable notice to proceed;
Failure of performance;
Financial incapacity;
Refusal by the subcontractor to honor the bid or proposal price orscope;
Mistake of fact or law about the elements of the scope of work of a solicitation where a reasonable price cannot be agreed;
Failure of the subcontractor to meet insurance, licensing or bonding requirements;
The subcontractor's withdrawal of its bid or proposal; or
De-certification of the subcontractor as a MBE or WBE. (Graduation from the MBE/WBE program does not constitute de-certification.

• If it becomes necessary to substitute a MBE or WBE or otherwise change the Compliance Plan, the procedure will be as follows:

M. The bidder or contractor must notify the Chief Procurement Officer in writing of the request to substitute a MBE or WBE or otherwise change the Compliance Plan. The request must state specific reasons for the substitution or change. A letter from the MBE or WBE to be substituted or affected by the change stating that it cannot perform on the contract or that it agrees with the change in its scope of work must be submitted with the request.

N. The City will approve or deny a request for substitution or other change within 15 business days of receipt ofthe request.

O. Where the bidder or contractor has established the basis for the substitution to the satisfaction of the Chief Procurement Officer, it must make good faith efforts to meet the Contract Specific Goal by substituting a MBE or WBE subcontractor. Documentation of a replacement MBE or WBE, or of good faith efforts, must meet the requirements in sections V and VI. Ifthe MBE or WBE Contract Specific Goal cannot be reached and good faith efforts have been made, as determined by the Chief Procurement Officer, the bidder or contractor may substitute with a non- MBE or non-WBE.

P. If a bidder or contractor plans to hire a subcontractor for any scope of work that was not previously disclosed in the Compliance Plan, the bidder or contractor must obtain the approval of the Chief Procurement Officer to modify the Compliance Plan and must make good faith efforts to ensure that MBEs or WBEs have a fair opportunity to bid on the new scope of work.








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Q. A new subcontract must be executed and submitted to the Chief Procurement Officer within five business days of the bidder's or contractor's receipt of City approval for the substitution or other change.
D. The City shall not be required to approve extra payment for escalated costs incurred by the contractor when a substitution of subcontractors becomes necessary to comply with MBE/WBE contract requirements.
VIII. Reporting and Record Keeping
During the term of the contract, the contractor and its non-certified subcontractors must submit partial and final waivers of lien from MBE and WBE subcontractors that show the accurate cumulative dollar amount of subcontractor payments made to date. Upon acceptance of the Final Quantities from the City of Chicago, FINAL certified waivers of lien from the MBE and WBE subcontractors must be attached to the contractor's acceptance letter and forwarded to the Department of Procurement Services, Attention: Chief Procurement Officer.
The contractor will be responsible for reporting payments to all subcontractors on a monthly basis in the form of an electronic audit. Upon the first payment issued by the City of Chicago to the contractor for services performed, on the first day of each month and every month thereafter, email and/or fax audit notifications will be sent out to the contractor with instructions to report payments that have been made in the prior month to each MBE and WBE. The reporting of payments to all subcontractors must be entered into the Certification and Compliance Monitoring System (C2), or whatever reporting system is currently in place, on or before the fifteenth (15th) day of each month.
Once the prime contractor has reported payments made to each MBE and WBE, including zero dollar amount payments, the MBE and WBE will receive an email and/or fax notification requesting them to log into the system and confirm payments received. All monthly confirmations must be reported on or before the 20th day of each month. Contractor and subcontractor reporting to the C2 system must be completed by the 25th of each month or payments may be withheld.
All subcontract agreements between the contractor and MBE/WBE firms or any first tier non-certified firm and lower tier MBE/WBE firms must contain language requiring the MBE/WBE to respond to email and/or fax notifications from the City of Chicago requiring them to report payments received for the prime or the non-certified firm.
Access to the Certification and Compliance Monitoring System (C2), which is a web based reporting system, can be found at:

R. The Chief Procurement Officer or any party designated by the, Chief Procurement Officer shall have access to the contractor's books and records, including without limitation payroll records, tax returns and records and books of account, to determine the contractor's compliance with its commitment to MBE and WBE participation and the status of any MBE or WBE performing any portion of the contract. This provision shall be in addition to, and not a substitute






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for, any other provision allowing inspection of the contractor's records by any officer or official of the City for any purpose.

S. The contractor shall maintain records of all relevant data with respect to the utilization of MBEs and WBEs, retaining these records for a period of at least five years after final acceptance of the work. Full access to these records shall be granted to City, federal or state authorities or other authorized persons.
Non-Compliance

Without limitation, the following shall constitute a material breach of this contract and entitle the City to declare a default, terminate the contract, and exercise those remedies provided for in the contract at law or in equity: (1) failure to demonstrate good faith efforts; and (2) disqualification as a MBE or WBE of the contractor or any joint venture partner, subcontractor or supplier if its status as an MBE or WBE was a factor in the award of the contract and such status was misrepresented by the contractor.
Payments due to the contractor may be withheld until corrective action istaken.
Pursuant to 2-92-740, remedies or sanctions may include disqualification from contracting or subcontracting on additional City contracts for up to three years, and the amount ofthe discrepancy between the amount ofthe commitment in the Compliance Plan, as such amount may be amended through change orders or otherwise over the term of the contract, and the amount paid to MBEs or WBEs. The consequences provided herein shall be in addition to any other criminal or civil liability to which such entities may be subject.
The contractor shall have the right to protest the final determination of non­compliance and the imposition of any penalty by the Chief Procurement Officer pursuant to 2-92-740 of the Municipal Code of the City of Chicago, within 15 business days ofthe final determination.
Arbitration

If the City determines that a contractor has not made good faith efforts to fulfill its Compliance Plan, the affected MBE or WBE may recover damages from the contractor.

Disputes between the contractor and the MBE or WBE shall be resolved by binding arbitration before the American Arbitration Association (AAA), with reasonable expenses, including attorney's fees and arbitrator's fees, being recoverable by a prevailing MBE or WBE. Participation in such arbitration is a material provision ofthe Construction Contract to which these Special Conditions are an Exhibit. This provision is intended for the benefit of any MBE or WBE affected by the contractor's failure to fulfill its Compliance Plan and grants such entity specific third party beneficiary rights. These rights are non-waivable and take precedence over any agreement to the contrary, including but not limited to those contained in a subcontract, suborder, or communicated orally between a contractor and a MBE or WBE. Failure by the Contractor to participate in any such arbitration is a material breach of the Construction Contract.






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A MBE or WBE seeking arbitration shall serve written notice upon the contractor and file a demand for arbitration with the AAA in Chicago, IL. The dispute shall be arbitrated in accordance with the Commercial Arbitration Rules of the AAA. All arbitration fees are to be paid pro rata by the parties.
The MBE or WBE must copy the City on the Demand for Arbitration within 10 business days after filing with the AAA. The MBE or WBE must copy the City on the arbitrator's decision within 10 business days of receipt of the decision. Judgment upon the arbitrator's award may be entered in any court of competent jurisdiction.
XI. Equal Employment Opportunity

Compliance with MBE and WBE requirements will not diminish or supplant equal employment opportunity and civil rights provisions as required by law related to bidder or contractor and subcontractor obligations.









































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EXHIBIT 10

DESIGN AND CONSTRUCTION STANDARD OPERATING PROCEDURES
CONCESSIONS
CHICAGO DEPARTMENT OF AVIATION ^fc'















Design and Construction Standard Operating Procedures

Concessions Projects (C-SOP)
O'Hare International Airport Midway International Airport

Chicago Department of Aviation Revised June,2020











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xCDA
CHICAGO DEPARTMENT OF AVIATION £
Table of Contents
Definitions|910|Introduction|910|Development and Design Process Overview|910|STEP 1.0: Project Initiation|910|1.1: Concept Proposal and Design Presentation|910|1.2: Project Initiation Letter|910|1.3: Sustainable Airport Manual (SAM™)|910|STEP 2.0: Design Review|910|2.1: Concessionaire and Concessionaire's Consultants' Responsibilities|910|2.2: Design Overview|910|2.3: Design Submittals|910|2.4: Concessionaire and CDA Signage|910|2.5: Review Comments 9
2.6: Response to Comments 9
2.7: Requests for Information 9
2.8: Requests for As-Built Drawings 9
2.9: Requests for CDA Design Standards Variance 9
2.10: 30% Schematic Design (SD) Submittal 10
2.11: CDA Review and Response to 30% SD Submittal 10
2.12: 60% Design Development (DD) Submittal 10
2.13: Additional Submittals 10
2.14: Compliance Overview 11
2.15:90% Construction Document(CD) Submittal 11
STEP 3.0: Final CDA Document Review and Conditional Approval to Construct 11
3.1: Final CDA Document Submittal 11
3.2: Pre-Permitting Drawing Set Review and Response 11
3.3: Applying for Permit with the Chicago Departmentof Buildings 12
3.4: Self-Certification 12
STEP 4.0: Pre-Construction 12
4.1: Pre-Construction Meeting 12
4.2: Pre-Construction Documentation 13
4.3: Logistics 13
4.4: Pre-Construction Meeting Attendance 14

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STEP 5.0: Notice to Airport User Form (eForm) 14
5.1: Notice to Airport Users Form (eForm) 14
STEP 6.0: Construction 14
6.1: Site Maintenance / Construction Administration 14
6.2: Building Inspections 14
6.3: Chicago Department of Public Health Inspections andLiquor License 15
6.4: Safety and Security Plan 15
6.5: Demolition 16
6.6: Construction Meetings and Reporting 16
6.7: Non-Compliance and Unauthorized Construction 16
STEP 7.0: Substantial Completion 17
7.1: Substantial Completion Notification 17
7.2: Final Walk Through and Punch List 17
7.3: Business License and Certificate of Insurance 18
7.4: ComEd Verification of Meter(s) 18
7.5: Open for Business 19
STEP 8.0: Project Closeouts 19
8.1: Close Out Documents 19
8.2: Final SAM™ Checklist 20
8.3: Contractor's Warranty 20
8.4: Subcontractor's Manufacturer's and Equipment Warranties 20
8.5: Final Notice to Airport Users Form 20
8.6: Final Closeout Notice and Acceptance 21
STEP 9.0: Compliance Overview 21
9.1: City of Chicago Minority and Women Owned BusinessParticipation Rules 21
9.2: Required MBE and WBE Documentation 21
9.3: MBE and WBE Compliance Plans 21
MBE and WBE Good Faith Efforts 22
9.4: City Resident Construction Worker Employment Requirement & Certified Payroll Requirements 22
9.5: Compliance Close Out Documents 23
STEP 10.0: Supplemental Exhibits 23

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Definitions
In additional to the terms defined elsewhere, the following words, phrases, when capitalized, have the following meanings:
"Airport" refers to O'Hare International Airport (ORD) and/or Midway International Airport (MDW).
"Airport Concession Program Handbook" refers to the manual created by CDA to coordinate operations of the Concession location with the CDA, including inspections, daily operations, and construction.
"As-Built Drawings" refers to the drawings that document on-site changes to the original construction documents. The initial plan markups are submitted by the General Contractor to the Architect of Record for submission to CDA. These drawings are required by Chicago Department of Aviation as part of the close out documentation package.
"Business Day" refers to a measurement of time that typically is a day in which normal business is conducted Monday through Friday; excluding Saturday, Sunday and City of Chicago holidays for all documentation and design submittals.
"Chicago Department of Aviation" (CDA) refers to the managing entity for the Airports on behalf of the City of Chicago.
"CDA CAD / BIM Standards" refers to the standards created by the Chicago Department of Aviation describing requirements for drawings
"CDA's Coordinating Architect of Design and Construction" refers to the designee appointed by the CDA to oversee the design creation and review process. This entity may also be involved in the review of the construction process to ensure coordination with the design.
"CDA Concessions" (CDA-C) refers to the department within CDA responsible for the oversight of the concessions program or it's Concessions Management Representative (CMR)
"CDA Point of Contact" (CDA POC) refers to a designee assigned by CDA to oversee the development of the construction project on behalf of CDA.
"CDA Project Number" refers to the CDA project identification number that is required to be included on all correspondence and applications submitted throughout the design and construction process.
"CDA Construction Safety Manual" refers to the manual, as amended from time to time, created by The City of Chicago, to incorporate health and safety regulations as the responsibility of the Contractor working on airport premises. See Exhibit D.5
"CDA Safety" refers to any party working for, or on behalf of, the CDA in regard to safety, security, or similar airport operations.
"Chicago Department of Public Health" (CDPH) refers to the City of Chicago entity responsible for enforcing Chicago Health Codes, by performing inspections and administering permits. "Concessionaire" refers to the leaseholder or tenant in the business of selling products or services to the public at the Airport.
"Concessionaire Point of Contact" (Concessionaire POC) refers to any party working on behalf of a concessionaire; which will include architects and their engineers and consultants (POC Architect), and the general contractors and their subcontractors (POC Contractor).
"Concessions" refers to non-rental car concession businesses at the Airport selling products or services to the public.
"Concessions Design Guidelines for Midway" refers to the guidelines established by the CDA regarding overall design intent and to provide quality, material, signage, lighting and system standards for concessions development at Chicago Midway International Airport (MDW).
"Concessions Design Guidelines for O'Hare" refers to the guidelines established by the CDA regarding overall design intent and to provide quality, material, signage, lighting and system standards for concessions development at Chicago O'Hare International Airport (ORD).



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"Concessions Management Representative" (CMR) refers to the entity or entities retained by the CDA to assist in overseeing Concessions, including construction of Improvements at the airport.
"Construction Services" refers to the portion of the project involving construction, including but not limited to trade labor, material purchase, equipment purchase, tool or equipment rentals, support services such as safety monitoring, clean up labor, delivery costs, taxes, etc. that directly results in a code compliant concession location.
"Department of Buildings" refers to the City of Chicago entities responsible for enforcing Chicago Building Codes, by performing inspections and administering permits including the Ventilation Department, Electrical Department, Plumbing Department, and New Construction Department.
"Design and Construction Standard Operating Procedures; Concessions Projects" (C-SOP) refers to the guidelines established by CDA and CDA Concessions as the process by which all Concessions projects are reviewed and approved.
"Design Documents" refers to the documents that illustrate and describe the project design by defining scope, relationships, forms, size and appearance ofthe project with specifications, plans, sections, elevations, perspectives, typical sectional details, diagrams and equipment layouts.
"Liquor License" refers to the City of Chicago entity responsible to enforce the Chicago Liquor Licensure by performing inspections and administering permits.
"Pre-Construction Meeting" refers to the mandatory meeting held prior to project construction.
"Project's Digital Design Coordinator" (DDC) refers to the Concessionaire's architect's and engineer's point of contact for document exchange. Multiple members of the design team may have password access, but only the DDC should contact the CDA POC if follow up coordination is required.
"Project Initiation Letter" (PIL) refers to the concessionaire's formal letter submittal to CDA Design and Construction requesting a CDA Project Number. The Project Initiation Letter should clearly define the project and scope. Please refer to Exhibit A for a list of items to be included in the PIL.
"Professional Services" refers to the portion of the project involving design, coordination, or post-construction work including but not limited to design, code review, project or program coordination, etc. that is associated with, but not necessarily required for the concession location. Note that work performed by an employee of the Concessionaire does not count as Professional Services.
"Retail Management System" (RMS) refers to the CDA's secure concessions portal, AirportWare™ Software Suite, for Capital Program Management, Lease Management, Aviation Statistics, and Facilities Inspection.
"Review Comments Form" refers to the CDA template used to document all reviewing parties' comments regarding the drawing submittal.
"Review and Conditions Letter" refers to the document that is issued by CDA and used at all submittals throughout the drawing review process as a communication and response tool between review parties and the Concessionaire.
"The Sustainable Airport Manual (SAM™)" refers to the manual created by CDA to incorporate and track sustainability in administrative procedures, planning, design and construction, operations and maintenance, and concessions and tenants with minimal impact to project schedules or budgets.

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Introduction
O'Hare and Midway International Airports are owned by the City of Chicago and operated by the Chicago Department of Aviation (CDA). As a department within the City of Chicago, CDA is responsible for the management of the Airports, including the concessions program, and accordingly CDA reserves the right to review and approve the construction or modification of any Concession on Airport property.
For O'Hare International Airport official addresses and site map refer to:
T. Exhibit 1: O'Hare International Airport Official Addresses and Site Map(s)
For Midway International Airport official addresses and site map refer to:
U. Exhibit 2: Midway International Airport Official Addresses and Site Map
The procedures, submission requirements, and deadlines set forth in this C-SOP document are mandatory and may only be waived in unique circumstances upon written approval by CDA Concessions. CDA reserves the right to modify the requirements at any time.
The Concessionaire shall provide evidence of professional services throughout all stages of work. All project documentation shall be prepared, signed, and stamped by a licensed design professional. Throughout the design process the Concessionaire is to utilize the most sustainable design practices in the industry with reference to the Sustainable Airport Manual (SAM™) to the extent dictated in the Concessionaire's signed Lease and License Agreement. The CDA, through its Design and Construction Division & CDA Concessions, reviews, oversees, and approves design and work for all new construction, renovation, and remodeling projects at the Airports.

Project oversight varies based on milestones
CDAD&C/ Facilities / CDA Concessions
Step 2 • Design Review
Step 3
• FrelOo: RwiCcnd Ajj'oval lo Consinxi
Step 4
• Pie-Conslmclion
Step 5
• Notice lo Airport User Poim (eFom)

Step 6
• Ccn-tniciion
Step 7 • Subsiant-a Completion
Step 8 ¦ Pro;eci Closeo'jis
Step 9
• Ccrrp!i=ncs Ovevew
Step 10
¦ Si.pplernen:a; Exhibits

Development and Design Process Overview
The concept development and design process has been established to provide a systematic and organized process by which a concessions concept and design are reviewed and approved by CDA Concessions. It should be noted that field verification is mandatory for all projects.
STEP 1.0: Project Initiation
1.1: Concept Proposal and Design Presentation
In order to begin a remodel project, store renovation or concept change, CDA Concessions must approve the proposed project and/or concept. The Concessionaire's concept design should include spatial relationships or models as necessary to describe the image and function of the project for CDA's review. CDA Concessions will be available to assist with the presentation scheduling.

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The Concessionaire must provide the following items at the Conceptual Design presentation:
Site Plan
Concept plan
Proposed terminal, concourse and requested square footage,
The existing to remain or newly proposed lease line
Design perspectives / renderings (illustrative images)
Design plans / elevations
Proposed materials / finish board (to be mailed to the address below)
Preliminary overall project schedule
Preliminary construction budget
Sample menu
The concepts documents should be submitted via email to:

O'Hare International Airport Contacts Chicago Department of Aviation Administration Building Attn: Deputy Commissioner Concessions 10510 West Zemke Rd. Chicago, IL 60666
Email: ordretailconstruction(5)cityofchicago.org

Midway International Airport Contacts
Chicago Department of Aviation Administration Building
Attn: Deputy Commissioner Concessions 10510 West Zemke Rd.
Chicago, IL 60666
Email: mdwretailconstruction@citvofchicaqo.org

These items will be reviewed by CDA Concessions for completeness. The Concessionaire will be contacted via email or hard copy letter with review results within ten (10) These items will be reviewed by CDA Concessions for completeness. The Concessionaire will be contacted via email or hard copy letter with review results within ten (10) business days of the Concept presentation with comments and direction regarding items that need revisions or enhancements, and that should be addressed before the Concessionaire moves forward to submit a Project Initiation Letter.
2. : Project Initiation Letter
When CDA Concessions issues written approval for the conceptual design, the Concessionaire shall submit to CDA's Coordinating Architect of Design and Construction, a Project Initiation Letter (PIL) on Concessionaire's or Concessionaire's Architect's letterhead. Within ten (10) business days of receiving the PIL, CDA will send a "Response to Project Initiation Letter" to the Concessionaire with comments and direction regarding the required number of and completion level of design submittals, along with the assigned CDA Project Number which must be included on all future project correspondence and submittals including permits.
CDA's Coordinating Architect of Design and Construction will determine if the scope of work requires a CDA Project Number as well as a full design and construction review. At that time, it is also determined if compliance with the SAM™ is required. Not all projects will be assigned a CDA Project Number or must be SAM™ compliant. Based on the construction scope and duration, some projects may be eligible to proceed through CDA's eForm system (for



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more information on eForms see Step 5). All Concessionaire questions, concerns, or requests for information or project coordination should be directed to the CDA POC.
For a list of required documentation to include in the PIL refer to: • Exhibit A: Project Initiation Letter Submittal Check List
Please refer to Step 1.1 for where O'Hare and Midway Pre-Construction Submittals should be sent.

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Once the PIL has been received and acknowledged, the project owner and/or representative is responsible and required to provide the following project documentation and electronic documentation to the CDA Concessions POC:
• Project written reports pertaining to all Design Reviews, Pre-Construction, Construction and Post-Construction updates e-mailed to the CDA POC as requested. The project owner and/or representative is to ensure all project meetings be attended by a project representative. Please refer to Step 6.6 for further information.
1.3: Sustainable Airport Manual (SAM™)
The Concessionaire is required to submit a Sustainable Airport Manual (SAM™) Checklist. The Designer will complete and submit a checklist for the SAM™ Terminal Occupants - Design & Constriction Chapter (SAM™ TO- DC Credits 1.0 to 6.0) and include all relevant supporting documentation. Be advised that the Terminal Occupants - Operations & Maintenance (CT-OM) checklist is not required for construction projects (all projects would need to submit a checklist). Please refer to link below:
SAM™ Manual

End of STEP 1

STEP 2.0: Design Review
All projects require review by CDA Concessions. The Concessionaire's design professional shall perform code review to determine what permits are required. If it is determined that the scope of work does not require permit(s), the design professional shall provide this determination in writing to CDA Concessions. Otherwise, building permits are issued by the Department of Buildings. CDA encourages the Concessionaire to allow ample schedule time to acquire the required building permits. Please note that if a sign construction permit is required, it can only be obtained by a licensed sign contractor. All projects are to conform and comply with all applicable CDA standards.
.1 : Concessionaire and Concessionaire's Consultants' Responsibilities
The Concessionaire is ultimately responsible for all work designed, approved and constructed in the Airport by its vendors and consultants.
.2 : Design Overview
The design review process includes design drawing, review, and approval. The project design timeline will vary



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based on multiple factors, such as scope of work, existing conditions, drawing completeness at time of submittal, and/or as dictated by CDA.
CDA's design review requires a minimum of fifteen (15) business days.
Concessionaire's design professional is allotted thirty (30) business days after receipt of
CDA comments to submit the next drawing package.



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The Concessionaire will receive a "Review and Conditions Letter" that either approves the submittal with qualifications, "Reviewed as Noted" or a "Revise and Resubmit".
.1 : Design Submittals
The Concessionaire will submit to the CDA's Coordinating Architect of Design and Construction, at the 30%, 60%, 90%, and 100% design completion levels, or other completion level combinations based upon review and completeness of the initial and follow-up submittals. Less complex projects may be approved to deviate from this requirement, which will be addressed in CDA's "Response to Project Initiation Letter".
The Concessionaire is required to prepare and submit architectural and engineering drawings, material samples, specifications, lighting schedule and catalog cuts, display fixture and equipment plans, and other technical data as necessary to create a complete design package. The submittal must be in accordance with General Procedures and as described in the Concession Lease and License Agreement.
The design drawing documents shall be prepared by design professionals licensed to
practice in the State of Illinois.
Particular attention should be given to the non-combustible classification of the building, related flame spread ratings and smoke development classification of materials. Documentation should demonstrate compliance with these requirements.
• Concessionaire documentation for all submissions shall be provided in imperial
measurement at the following suggested minimum scales:
Key plans; 1/32" = 1'-0", with the location of the space clearly identified by the column line designation.
Floor plans, reflected ceiling plans, merchandising plans, interior elevations, sections and related details; %" = 1'-0".
•Passenger traffic flow diagrams (queuing) and adjacency plans at 1/8" = 1'-0".
Storefronts, signage, logos and lettering, in elevation, section or detail; Vf = 1 '-0".
Sample boards identifying all proposed materials, 11" x 17" panel minimum, include legend.




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Sample boards identifying photos for all proposed furniture and lighting fixtures, 11" x 17" panel minimum, include legend.
Renderings 11" x 17" or larger for presentation, provide 11" x 17" hand-out copies to be distributed to the attendees.

All drawings shall be submitted in accordance to CDA CAD / BIM Standards. Electronic submittals will also be accepted in AutoCAD format or the current CDA standard format. A complete set of PDFs is also required as part of each Concessionaire design submission. During design development, at the Concessionaire's request, CDA will make available known as-builtfiles.
Concessionaire and design team to relay existing condition findings to CDA Facilities for review and approval before submitting the 30% design submittal. An in-person meeting maybe required. The CDA POC will help facilitate a meeting date and time.
.2 : Concessionaire and CDA Signage
Sign design documents must be submitted for review and approval by CDA separate from the phase submittals. Each project must include an illuminated storefront sign. Where it is applicable a blade sign may also be included. Design documents for the signage must express the image, location, specifications, materials, and dimensions. All signage, with or without electrical components, require a sign permit from the Department of Buildings; which can only be obtained by a licensed sign contractor.

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The Concessionaire must inform the CDA Concessions POC if the project requires airport owned signage removal or modification. A walk through with CDA Concessions will be scheduled to ensure adequate time will be allotted for the required airport owned sign work to occur during the construction phase. Any CDA signage needing to be removed or relocated within the project area must be performed by CDA. If CDA signage is located within the project area, the Concessionaire must include specifications in the construction documents, detailing steps to be taken by the contractor to adequately protect all CDA signage to ensure it is not damaged during construction.
.1 : Review Comments
CDA's Coordinating Architect of Design and Construction will distribute a blank "Review Comments Form" form to the appropriate review team. This document will be distributed as an Excel Workbook file and will only be used by the reviewer for their comments. After all comments have been made, each reviewer will send back their comments to the CDA's Coordinating Architect of Design and Construction.
The designer is to provide written line item responses to all comments in the workbook file. This process will repeat for each review phase, as designated in the CDA's "Response to Project Initiation Letter".
Please refer to:
• Exhibit B: Submittal Review Comments Form Concessions .2 : Response to Comments
The Concessionaire is required to respond to all review comments listed on the Review Comments Form, as well as any issues identified in the "Review and Conditions Letter". The spreadsheet column titled "Concessionaire Response" must be completed and accompany the preceding design submittal. Failure to do so will affect the design review process timeline. Concessionaire must respond to all review comments, in writing and submit within or no less than three (3) business days prior to the request for a Pre-Construction Meeting.

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.3 : Requests for Information
Concessionaire questions, concerns or requests for information or project coordination should be directed to the CDA Concessions POC.
.4 : Requests for As-Built Drawings
The Concessionaire, their architect and/or engineer may submit an as-built drawing request from CDA for use in their design. Use the link below "Document Request Form" and submit it to the CDA for approval. As-built drawings will not be available until the form is signed by CDA. The Concessionaire, their architect and/or engineer will be notified by the CDA if and when the drawings are available. Please referto:
Exhibit B.1: CDA Standard Electronic Document Request Form .5 : Requests for CDA Design Standards Variance
The Concessionaire, their architect and/or engineer may submit a request for a variance to the CDA Design Standards. Use the link below to access the "Designer's Request for CDA Design Standards Variance" form. The variance must be reviewed and approved by CDA Design and Construction. Please refer to:
Exhibit B.2: Designer's Request For CDA Design Standards Variance Form

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2.10:30% Schematic Design (SD) Submittal
The 30% SD submittal illustrates further development of the Concessionaire's design concept. The 30% SD should respond to the feedback given during the Concept Design Presentation and include, at a minimum, more definitive spatial relationships, updated perspectives, plans, elevations, sections, and overall dimensions and other illustrative materials critical to describing the development ofthe project.
Work required outside the Concessionaire's lease/license line should be clearly identified on all drawings and communicated directly to the CDA POC. Designs must also specify affected Airport base building structure or utilities, including but not limited to: advertising space, public telephones, vending devices, internet kiosks, charging stations, AED's, fire extinguishers, signage, public address speakers, mechanical, electrical, plumbing, fire protection equipment, etc.
For a detailed list of 30% SD Submittal refer to:
• Exhibit C: 30% Schematic Design (SD) Submittal Check List
2.11: CDA Review and Response to 30% SD Submittal
The CDA will provide a "Review and Conditions Letter" as well as a Review Comments Form (see Steps 2.5 and 2.6), which is used for all submittals throughout the design review process between CDA review parties and the Concessionaire's architect or design professional.
The letter will include the following information:
Identify the project status as "Reviewed as Noted" or "Revise and Resubmit".
Provide comments and direction regarding the proposed scope of work and design submittals.
If applicable, display the assigned CDA Project Number.
Determine if the project will require (SAM™) compliance.

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2.12: 60% Design Development (DD) Submittal
The 60% DD drawings further enhance the previous submittals and should include: architectural, structural, mechanical, electrical, plumbing, fire protection, and equipment demolition plans as well as MEP existing conditions, floor and reflected ceiling plans, elevations, sections, details, specifications, system diagrams, and structural load calculations. Additionally, this submittal should include meter locations: water, gas and electrical. The 60% DD drawings should convey the full scope of work and all impacts to the Airport base building and adjacent spaces. The Concessionaire, their architect and/or engineer may also be required to attend coordination meetings with CDA to present and clarify the submittal documents.
For a detailed list of 60% DD Submittal refer to:
Exhibit C.1: 60% Design Development (DD) Submittal Check List
Exhibit C.2: Electrical Submittal Check List
Exhibit C.3: Mechanical, Fire Protection & Plumbing Submittal Check List
2.13: Additional Submittals
CDA Concessions or CDA Design and Construction may determine that the proposed design is more complex and will require an intermediate design review, page turn with the CDA, or site walkthrough to confirm all concerns and questions are sufficiently resolved. The CDA will identify in the 60% "Review and Conditions Letter" that an additional submittal is required and will list the reasons for the request before continuing to the next major phase.

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The additional submittal(s) must address the issues identified by CDA. The Concessionaire is encouraged to schedule a coordination meeting with CDA to discuss the issues identified. See Step 2.15 for where to send Design submittals via email and hardcopies. All submittals to include the project number and design submittal phase on the email subject line i.e. THXXX. 19-00 Concession's Project Name 60% Submission
2.14: Compliance Overview
All Concessionaires are required to comply with the City of Chicago construction compliance rules, city residency requirement and certified payroll requirements. See Step 9 for more information.
2.15:90% Construction Document (CD) Submittal
The 90% CD drawings further enhance the previous submittals and should include: specifications, signage details and locations, and additional mechanical, electrical, fire protection, and plumbing details. With the 90% submittal, comments should include minimal outstanding issues that need to be incorporated into the 100% CDs.
For a detailed list of 90% CD Submittal refer to:
• Exhibit C.4:90 and 100% Construction Document (CD) Submittal Check List
O'Hare International Airport Contacts
CDA Aviation Administration Building
Attn: Coordinating Architect, Design and Construction 10510 West Zemke Rd. Chicago, IL 60666
cc: ordretailconstruction@cityofchicaqo.org


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Midway International Airport Contacts
CDA Aviation Administration Building
Attn: Coordinating Architect, Design and Construction 10510 West Zemke Rd. Chicago, IL 60666
cc: mdwetailconstruction@cityofchicaqo.orQ

End of STEP 2

STEP 3.0: Final CDA Document Review and Conditional Approval to Construct
3.1: Final CDA Document Submittal
When the documents are 100% complete, the Concessionaire will need to submit the final documents to CDA for review. If approved, CDA will issue a "Review and Conditions Letter" with a "Reviewed as Noted" status to the Concessionaire, and if applicable, a separate letter to the City of Chicago, Department of Buildings, indicating the construction documents have been reviewed and approved, allowing for the start of the permit application process.
For a detailed list of 100% CD Submittal refer to:
• Exhibit C.4:90 and 100% Construction Document (CD) Submittal Check List
3.2: Pre-Permitting Drawing Set Review and Response
The Concessionaire is required to respond to all review comments listed on the Review Comments Form throughout all design phases. The Concessionaire is to submit a Pre-Permitting Drawing Set for CDA review and approval prior to applying for the project required permits. If any or all review comments have not been incorporated into the Pre-Permitting Drawing Set, the set will not receive approval and/or no construction activities are able to take place until all review comments are incorporated.

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3.3: Applying for Permit with the Chicago Department of Buildings

Following approval of 100% CDs, the project is bid and construction contracts are awarded. It is necessary for the awarded contractor to apply for the required permits from the City of Chicago's Department of Buildings, and any other applicable state and federal authority. The Concessionaire must coordinate the method, process and schedule for the permit application submittals as well as coordinate conduction of final inspections. It is the Concessionaire's sole responsibility to follow-up on the permit issuance process. Note, the Description of Work on the permit must include the associated terminal (i.e. Terminal 2), the closest gate (i.e. E4), the project name and, if applicable, CDA project number.
A list of required work permits is located on the Department of Buildings website. Please note that when a sign construction permit is required, it can only be obtained by a licensed sign contractor.
All Chicago Department of Buildings permit applications and submittals are fully electronic and available via the City's online system "E-Plan"at the following website:
3.4: Self-Certification



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The Self-Certification Permit Program simplifies the building permit process for eligible residential, business and mercantile and small assembly projects where the Architect of Record takes full responsibility for code compliance. The Department of Buildings plan reviews are eliminated by allowing the Professional of Record to certify that the permit drawings comply with the Chicago Building Code. The Professional of Record must have prepared and sealed the permit drawings, completed DOB's Self-Certification Training Class, and hold an active Self-Certification registration. Structural work cannot be self-certified.
For more information please visit: Chicago Dept. of Buildings Self Certification Program

End of STEP 3
STEP 4.0: Pre-Construction
4.1: Pre-Construction Meeting
The Concessionaire POC shall request a Pre-Construction Meeting through CDA as directed in the final CDA review comments. All Pre-Construction documents must be compiled, and electronic copies sent to the CDA prior to scheduling the Pre-Construction Meeting. The Pre-Construction Meeting can be scheduled no sooner than three (3) business days after the final pre-construction document is received.
CDA or the CDA POC will schedule a Pre-Construction Meeting and notify the Concessionaire of the meeting time and location. At the Pre-Construction Meeting, the Concessionaire and their representatives should be prepared to answer any questions regarding the required documentation and the proposed construction. If applicable, the General Contractor must provide proof that the barricade graphic has been produced and is ready for installation; the barricade and graphic must be installed within (7) seven business days from the start of construction. The Pre- Construction Meeting will NOT take place until MBE/WBE Compliance Plans have been reviewed and accepted by the CDA. Please refer to Step 9 for more information on compliance.

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At the conclusion of the pre-construction meeting, CDA will determine if the documentation and Concessionaire's response to any questions are complete and, if so, CDA will issue a letter authorizing construction to start. Note that an eForm must also be submitted and approved before construction can start. Please refer to Step 5 for more information on the eForm.
4.2: Pre-Construction Documentation
It is the Concessionaire's POC's responsibility to compile and submit the required documentation in a timely manner in order to maintain the overall project schedule. The list of required documents can be found in Exhibit D. Allow two (2) to four (4) weeks to acquire badging, vehicle permits, building permits and other necessary pre-construction documentation, identified below. Processes for all required Airport badges and permits must be completed for every employee/worker and vehicle involved in the project before work begins. Construction will NOT begin until all required documentation has been submitted and reviewed by the CDA POC.
Pre-Construction document submittal shall include the following: one (1) full size hard copy set of stamped approved plans by the Department of Buildings, one (1) half size set of stamped approved plans by the Department of Buildings, and one (1) PDF of stamped plans approved by the Department of Buildings.
The Pre-Construction Documentation includes the following:

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Exhibit D: Pre-Construction Meeting Check List
Exhibit D.1a or D.1b: Pre-Construction Meeting Form
Exhibit D.2: FAA Approved 7460 Forms - FAA Letter of Determination
Exhibit D.3: Impact to CDA Security and TSA Approval
Exhibit D.4: Certificate of Insurance (COI)
Exhibit D.5: General Contractor Safety, CDA Construction Safety Manual & Safety Manager Credentials Exhibit D.6: Safety and Security Plan Exhibit D.7 & D.8: Incident Notification Plan Exhibit D.9: Building Permit (example)
4.3: Logistics
The General Contractor must develop a logistic plan prior to the Pre-Construction Meeting. The logistic plan should identity the following:
Hours of Construction are 10:00 PM to 5:00 AM, unless approved otherwise by the CDA.
Obtain employee/worker and vehicle badging, employer/worker information, authorization form and permits. (See Exhibits D.10&D.11)
Identify dock location for deliveries / Determine dumpster locations. (See Exhibit D.12 &D.13)
Determine site access / Elevator matrix & maps. (See Exhibits D.14 -D.17)
Vehicle Access Form - Airfield (See Exhibit D.18)
Operations Plan - Material delivery and debris removal. (See Exhibit D.19)
Create a detailed project schedule that identifies all work phasing
Identify, any building systems that will be required to be shutdown
All material storage and staging areas, should be off site or within the barricaded concession area; and
Contractors and Sub-Contractors new to the Airport are required to perform an onsite facilities training. The CDA POC will facilitate a meeting date time
Please refer to Step 2.15 for where O'Hare and Midway Pre-Construction Submittals should be sent.

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4.4: Pre-Construction Meeting Attendance
The following is a list of required attendees: Concessionaire and/or Owner's representative(s); General Contractor's, Project Manager, Superintendent, and Safety Manager. Concessionaire's design consultant's attendance is optional. The CDA Concessions POC will notify all Airport stakeholders necessary to attend the meeting.

End of STEP 4

STEP 5.0: Notice to Airport User Form (eForm)
5.1: Notice to Airport Users Form (eForm)
For all construction projects, the Concessionaire is required to submit a Notice to Airport User Form. The Concessionaire shall register or login to the online Notice to Airport Users Form at and create a project start up form indicating scope, start and completion


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dates. Additional User Forms required during the course of construction will be discussed at the Pre-Construction Meeting. All User Forms must be submitted at least three (3) business days in advance of the anticipated start of construction to allow adequate time for review. Select the link below to learn more about how to submit a Notice to Airport Users Form for O'Hare International Airport and Midway International Airport. The eForm must be approved by the CDA before the Concessionaire can begin construction.
ORD Quick Reference Guide MDW Quick Reference Guide
Any work on the fire protection system within the tenant space which requires a fire protection shutdown should have a separate user form submitted and follow the CDA fire shutdown procedures.
Any work on the domestic water service within the tenant space which requires partial domestic water service shutdown should have a separate user form submitted and follow the CDA domestic water service shutdown procedures.

End of STEP 5

STEP 6.0: Construction

6.1: Site Maintenance / Construction Administration
All permits, user forms, emergency contact directory, and construction alerts shall be prominently displayed in a locked glass display cabinet 30" high by 36" wide approved by the CDA. One full size stamped set of drawings and the original permit must be kept on site at all times.
6.2: Building Inspections
Department of Buildings Inspection Bureau will be conducting inspections throughout construction. Contractors must request inspections of ventilation, electrical, plumbing, and new construction on all projects with issued building permits, regardless of scope, for both rough and final inspections. Failure to request these inspections may result in

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suspension or revocation of the permit, and issuance of citations by the Chicago Department of Buildings for violation of licensing requirements against the General Contractor and subcontractors.
Chicago Department of Buildings inspections shall be scheduled via the on-line inspection scheduling system at www.citvofchicaqo.org/buildinqs . All requests for rough and final Chicago Department of Buildings inspections should be requested at least fourteen (14) business days in advance.
If needed, contact the Department of Buildings Inspection Bureaus by phone as listed below:
Ventilation Department - (312) 743-3573
Electrical Department - (312) 743-3622
Plumbing Department - (312) 743-3572
New Construction Department - (312) 743-3531
In addition, contractors must offer the terminal manager and building engineer an opportunity to perform an

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inspection at demolition, rough, and final phases. The Concessionaire shall contact the CDA Concessions POC to coordinate these inspections.
6.3: Chicago Department of Public Health Inspections and Liquor License
Food establishments and retail establishments serving food require a health inspection to be conducted by the Chicago Department of Public Health (CDPH). Concessionaires applying for a liquor license require a separate inspection coordinated by the Business Affairs and Consumer Protection Department, in addition to the Department of Buildings inspections. For both inspections, allow one (1) to three (3) weeks to schedule and obtain a final inspection and certificate.
Please note, the construction barricade cannot be removed until applicable licenses and inspections are complete.
• PDF of the Health Inspection Approval and supporting documentation must be supplied and sent to CDA Concessions prior to store opening.
For Chicago Department of Public Health (CDPH) visit their website at: or call (312) 747-9884.
For Business Affairs and Consumer Protection Department information visit their website at: or call (312) 744-6249.
6.4: Safety and Security Plan
All contractors and subcontractors and the work they perform are subject to the CDA Construction Safety Manual. Each project requires an onsite full time Safety Manager who is solely responsible to monitor job site safety and security (See Exhibit D.5 for more details).
Please refer to link below: CDA Construction Safety Manual
CDA Safety will perform site safety walkthroughs during construction to ensure all work is being performed per the CDA Construction Safety Manual. CDA Safety and the CDA POC have the authority to stop work if unsafe conditions or practices are observed.

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6.5: Demolition
Prior to demolition, pre-construction photos must be taken, documenting all ofthe existing conditions. Failure to provide photo documentation of the existing conditions before construction will result in the contractor and Concessionaire assuming responsibility for all damages and perceived damage to existing base building materials. Damaged materials must be repaired or replaced at the contractor's and/or Concessionaire's expense. Once demolition is complete, the CDA terminal manager, the CDA building engineer, and CDA POC shall perform a site inspection prior to the start of construction.
Core drilling, cutting of floors, walls or roofs may be required for tenants needing plumbing and/or additional mechanical HVAC provisions. Under no circumstances shall the Concessionaire or its contractor(s), at any time be permitted to drill or cut conduit, pipe sleeves, chases or duct equipment openings in the floor, columns, walls or roofs ofthe structure without prior review and acceptance of the proposed locations and sizes by the CDA's structural consultant. The Concessionaire is required to x-ray or scan the area prior to beginning work utilizing a 3D ground

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penetrating radar and will provide a copy of x-ray / scan results to CDA. Scan / x-ray to be submitted via eForm three (3) business days priorto performing coring or drilling work.
6.6: Construction Meetings and Reporting
During construction, the General Contractor is required to provide the following project documentation and electronic documentation to the CDA Concessions POC:
Minutes from a weekly contractor led meeting (in person or via telecom) including the project owner and/or representative and CDA POC, at an agreed location (project site or POC conferenceroom).
A weekly status summary report describing the progression of the work. The weekly status report must contain at a minimum the following:

Project title
Project number
Forecasted / actual start / completion date(s)
What construction occurred since the last weekly report
Revised three (3) week "Look Ahead" construction task schedule (CDA Design and Construction / CDA Concessions will determine if applicable to a given project)
What issues occurred and / or are projected
At least three (3) photos taken daily to document in-progress installation of materials
Other items as requested by CDA
A revised overall schedule when necessary
All Issued for Construction Drawings (IFC), addenda to the permit drawings, and resolved RFIs as they become available
6.7: Non-Compliance and Unauthorized Construction
Non-compliance or construction that deviates from the approved permit documents without CDA's prior written approval may be just cause for CDA to order work stoppage until corrective measures are taken and compliance is obtained. Any cost or claims due to this work stoppage shall be borne by the Concessionaire and the General Contractor.

End of STEP 6

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STEP 7.0: Substantial Completion
7.1: Substantial Completion Notification
The General Contractor shall notify the CDA POC a minimum of seven (7) business days prior to the anticipated substantial completion date to request a site inspection project completion walk through. The construction space must be clean and all tools and surplus materials must be removed from the site or the walk through will be canceled. Mandatory attendance at the walk through includes: Concessionaire and/or Owner's Representative(s), and the General Contractor's Project Manager and Superintendent. The CDA POC will notify the CDA terminal manager, the CDA building engineer, the CDA Project Manager, and any other attendees identified during the Pre- Construction meeting or as deemed necessary. The items listed below are required to support the substantial completion walk through process:


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The Concessionaire's architect should compile their punch list items. The Concessionaire or concessionaire's architect will provide a copy of their punch list to CDA for review prior to the walk through.
The concessionaire will receive final CDPH and Department of Buildings inspector's approval before the substantial completion walkthrough.
The substantial completion walk though must occur 5-10 business days prior to concessions opening.
7.2: Final Walk Through and Punch List
At the substantial completion walk through, the General Contractor will conduct a brief meeting to distribute and discuss the punch list items that they have identified and the proposed date of substantial completion. The General Contractor and Concessionaire must show proof of all final Department of Buildings and CDPH inspections, Certificate of Occupancy, Business and Liquor licenses and Certificate of Insurance. If a Certificate of Occupancy is required as determined by the Department of Buildings, it will need to be submitted to the CDA prior to any occupancy of the renovated or newly constructed space. It is the Tenant's responsibility to arrange for inspection by the Department of Buildings for the Certificate of Occupancy. The Concessionaire should identify meter locations to be properly labeled and provide the meter number and the room name of meter location(s).
After all attendees have completed the walk through, the parties will reassemble to discuss their punch list items with the Concessionaire and General Contractor.CDA Concessions will review the Concessionaire's architect's punch list and relay any additional items identified during the substantial completion walk through on a separate punch list. Any punch list items that are noted as critical and thus require immediate correction will be identified during the substantial completion walk through. The concessions location cannot open until these critical punch list items have been corrected.
Within five (5) business days after the substantial completion walk through, the Concessionaire, Concessionaire's architect, and/or the contractors will consolidate all agreed upon punch list items and issue via e-mail, a composite formal punch list. This list will be distributed to all parties invited from the substantial completion walk through. The Concessionaire's architect will also submit their substantial completion letter to the CDA.
Depending on issues presented, CDA will determine which option below is acceptable.
For Retail Concessions:
Concessionaire may proceed to stock, train, and open their concession, while non-critical punch list repairs continue.
Concessionaire may stock and train for their concession but cannot open until the identified critical punch list items are corrected.

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(3) Concessionaire may NOT stock, or train for, or open their concession until the identified critical punch list items are corrected.
For Food and Beverage Concessions:
Concessionaire may proceed to train, furnish, and prep their food and beverage, while non-critical punch list repairs continue.
Concessionaire may proceed to train, furnish, and prep their food and beverage but cannot open until the identified critical punch list items are corrected.
The Concessionaire may NOT furnish, prep, or train for their facility until the identified critical


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punch list items are corrected.
CDA Concessions will review and then issue a response/acceptance letter back to the Concessionaire or Concessionaire's architect after receipt ofthe substantial completion letter. The concession location cannot open until they have received CDA Concession's notice to open.
The Concessionaire will track the completion of the punch list and periodically send CDA the list of completed and outstanding punch list items (with reason for incomplete items and lead times for materials not immediately available).
Please note, the construction barricade may not be removed without written approval from CDA Concessions.
The General Contractor is to complete the punch list items within thirty (30) business days of the initial walk through or as dictated in the Concessionaire's signed Lease and License Agreement.
If after thirty (30) business days, the punch list items remain incomplete CDA may elect to:
Impose a fine of $200 per item, per day, until the work isfinished.
If after sixty (60) business days, the punch list items remain incomplete CDA may elect to:
Hire contractors to complete the work at the Concessionaire's expense.
The punch list completion tracking document will be sent to CDA Concessions for review within the thirty (30) business day period after the substantial completion walk through takes place. All punch list items should be resolved to the satisfaction of CDA or include an agreed upon completion schedule.
7.3: Business License and Certificate of Insurance
Prior to opening, the Concessionaire must obtain a Business License from the City of Chicago Business Affairs & Consumer Protection Department (BACP) City Hall, Room 805,121 N. LaSalle St, 60602.
Concessionaire is also responsible for providing a current Certificate of Insurance per the Concessionaire's signed Lease and License Agreement.
• PDF of the Business License must be sent to CDA Concessions prior to storeopening.
For Business License and Certificate of Insurance information visit their website at: or call (312) 744-6060.

7.4: ComEd Verification of Meter(s)
Priorto opening, the Concessionaire must reference the meter#, and provide its tax ID and billing mailing address. For more information call (877) 426-6331.

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7.5: Open for Business
After written approval has been obtained from CDA Concessions, the construction barricade may be removed no earlier than the evening prior to the concession's opening.


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• Please refer to the 'Airport Concession Program Handbook' for other operational procedures as dictated in the Concessionaire's signed Lease and License Agreement.


End of STEP 7

STEP 8.0: Project Closeouts
8.1: Close Out Documents
The Concessionaire's architect and engineer of record must transmit to the CDA POC as dictated in the Concessionaire's signed Lease and License Agreement all architectural and engineering "As-Built Documents". If no time period is specified, then the "As-Built Documents" must be submitted within thirty (30) business days. The items listed below are required to support maintenance of accurate facility records and future construction. The Concessionaire must submit two (2) copies of the below documents on CD and (1) full size hardcopy:
One (1) full size hard copy As-Built Documents, including the General Contractor's redline mark­ups and clouding construction changes
One (1) CD / DVD of CAD files either in AutoCAD and/or BIM format - all CAD files to be submitted per CDA BIMstandards
One (1) CD / DVD of all image files in PDFformat
If applicable, one (1) PDF ofthe finalized SAM™ Construction Checklist
If applicable, one (1) PDF of all Operating and Maintenance Manuals (O&M Manual) for equipment being maintained by the CDA
One (1) PDF of the General Contractor's, and if applicable, subcontractor's, manufacturer's, and equipment warranties
One (1) PDF of all the specifications
One(1) PDF of the Building Permit (both sides) with all required rough and final inspection signoffs
If applicable, PDFs of the preventative maintenance schedules listing:

the systems and equipment that require preventative maintenance
scope of maintenance to be performed
frequency
clarification on which entity is responsible formaintenance
Closeout and Warranty documents should be both emailed and one (1) full size hard copy sent to O'Hare or Midway Airport, see address below:

O'Hare International Airport Contacts
CDA Aviation Administration Building
Attn: Coordinating Architect, Design and Construction 10510 West Zemke Rd. Chicago, IL 60666
cc: ordretailconstruction@citvofchicaqo.org

Midway International Airport Contacts
CDA Aviation Administration Building
Attn: Coordinating Architect, Design and Construction 10510 West Zemke Rd. Chicago, IL 60666
cc: mdwetailconstruction@citvofchicaao.org

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In addition, the following close out documents must be transmitted to the CDA POC as dictated in the Concessionaire's signed Lease and License Agreement. If no time period is specified, then the documents must be submitted within sixty (60) business days
PDFs containing the Concessionaire's Sworn Statement of Improvement Costs, and all final lien waivers, including change orders.
PDFs containing the General Contractor's Sworn Statement of Improvement Costs, and all final lien waivers.
PDFs containing the Professional Services Contractor's Sworn Statement of Improvement Costs, and all final lien waivers.
8.2: Final SAM™ Checklist
If applicable, the Concessionaire must submit a final construction SAM™ Checklist that incorporates information on final quantities, contractor submittals, and other SAM™ related data that is incorporated during the construction phase. The Sustainable Review Panel (SRP) will evaluate the final SAM™ checklist and as recognition for participation in the SAM™ Checklist, a Green Airplane Certification will be awarded to the Concessionaire.
8.3: Contractor's Warranty
The General Contractor must warrant to the City of Chicago and CDA that the work, materials, and equipment furnished and installed under the contract are of good quality and new, and that the work conforms to the requirements ofthe contract documents. Work not conforming to these requirements, including substitutions not properly approved and authorized, may be considered defective. The Contractor's warranty shall exclude remedy for damage or defect caused by abuse, modifications, improper or insufficient maintenance and operation, or normal wear and tear, and normal usage, not executed by the contractor.
8.4: Subcontractor's Manufacturer's and Equipment Warranties
The General Contractor must ensure that all required subcontractor's, manufacturer's, and equipment warranties are passed on to the CDA. The warranties must include the name of the project as designated in the contract documents, project reference number and must be signed by an officer of the company having authority to provide the warranty. Include wording such as "this document serves as a (list duration of the warranty) written guarantee for the work performed, and the material and equipment installed on the above referenced project. This warranty incorporates all provisions of the contract documents that refer or relate to the guarantee. This warranty will commence on the date of the store opening."
During the warranty period, the Contractor must repair and replace at its own expense, all materials or equipment that may develop defects whether these defects may be inherent in the equipment or materials, in the functioning of the piece of equipment, or in the functioning and operation of pieces of equipment operating together as a functional unit. Any equipment or material that is repaired or replaced will have the warranty period extended for a period of one additional year from the date of the last repair.
8.5: Final Notice to Airport Users Form
After the punch list is complete, the General Contractor shall close out the Notice to Airport Users Form by electronically attaching a PDF of the all permits, front and back sides showing the inspector sign-offs. Enter the last day the punch list was completed, and the anticipated submittal date ofthe General Contractor redlined drawings.

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8.6: Final Closeout Notice and Acceptance
After all the close out documentation has been reviewed and verified complete, CDA will issue a response/acceptance letter.

End of STEP 8

STEP 9.0: Compliance Overview

Throughout the Design and Construction process, the Concessionaire will be responsible for complying with various City of Chicago participation requirements. The Concessionaire will also be responsible for tracking their participation and providing verifying documents to CDAforreview.
9.1: City of Chicago Minority and Women Owned Business Participation Rules
In accordance with the Municipal Code of Chicago 2-92-650, or as dictated in the Lease and License Agreement, the City's Minority Owned Business Enterprise Commitment and Women Owned Business Enterprise Commitment in Construction Contracts has set goals of MBE participation and WBE participation on all contracts.

Please refer to link below for additional information pertaining to this Compliance Rule:
C Exhibit E.1: Special Conditions Regarding Minority Owned Business Enterprise Commitment and Women Owned Business Enterprise Commitment in Professional Services
? Exhibit E.2: Special Conditions Regarding Minority Owned Business Enterprise Commitment and Women Owned Business Enterprise Commitment in Construction Contracts
MBE and WBE participation shall be separately documented for Construction Services and Professional Services.
9.2: Required MBE and WBE Documentation
Required compliance documentation will be submitted through the web-based Retail Management System ("RMS") which is the City of Chicago, Department of Aviation's, secure concession's portal. All compliance reporting must be submitted electronically using RMS.
The Concessionaire and General Contractors are required to enter the Compliance Plans, Certified Payroll and Sworn Statements into RMS. Once the Concessionaire selects a Professional Service Contractor and General Contractor, the designated Concessionaire POCs will be provided with RMS log in information. The RMS links and User Guide are listed below. The individual Exhibits E.1 - E.12 listed below should be used as reference only; all required documents must be submitted electronically using RMS.
? RMS Portal: prod/App forms/General/Loqin.aspx C Exhibit E.3: RMS Construction Compliance User Guide
9.3: MBE and WBE Compliance Plans
Once the Final or 100% Construction Document Submittal is approved by CDA (see Step 3.0), and the Concessionaire has selected a General Contractor, then the Concessionaire is required to submit, via RMS, the Concessions' Compliance Plans: Affidavit of Concessionaire, Affidavit of Prime Contractor for Construction and

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Affidavit of Prime

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Contractor for Professional Services. Exhibits E.4- E.7, which includes a selection of MBE, WBE and Non-Minority Sub-Contractors.
Exhibit E.4: Concession's Compliance Plan - Affidavit of Concessionaire
Exhibit E.5: Concession's Compliance Plan - Affidavit of Professional Services
Exhibit E.6: Concession's Compliance Plan - Affidavit of Prime Contractor
PLEASE NOTE:
If at any point during the construction phase of the project, there is a change in MBE or WBE participation, the CDA POC must be immediately notified.

Resource:
To aid in outreach efforts to meet or exceed the City of Chicago's Construction and Professional Services Program goals, a list of City of Chicago certified MBE and WBE firms may be found at:
info/process improvements.html
n http://www.idot.illinois.gov/doing-business/certifications/disadvantaged-business-enterprise-certification^ ucp-directorv/index
MBE and WBE Good Faith Efforts
If the Concessionaires' and Prime Contractors' Compliance Plans fall short of the MBE or WBE Construction Program goals, a Good Faith Efforts form must be included with the submitted Compliance Plans. Good Faith Efforts are achieved by actively soliciting MBE and WBE firms to perform work on the contract in accordance with Exhibit E.2: Special Conditions Regarding Minority Owned Business Enterprise Commitment and Women Owned Business Enterprise Commitment in Construction Contracts. The Good Faith Efforts form must contain contact information for not less than five (5) MBEs and/or WBEs.
Exhibit E.7: Good Faith Efforts Form
A Compliance Plan may be rejected as non-responsive ifthe Concessionaire and/or General Contractor fail to submit one or more of the documents (Exhibits E.4 - E.7) with the response.
PLEASE NOTE:
If a Concessionaire's and/or General Contractor's Compliance Plan fails to meet the Construction Program goals for MBE and WBE participation, the project will be delayed and not move toward a Pre-Construction Meeting until either the goal is satisfied or Good Faith Efforts have been demonstrated and approved.

9.4: City Resident Construction Worker Employment Requirement & Certified Payroll Requirements
In accordance with the Municipal Code of Chicago 2-92-330 and Article 5 of the Concession Lease and License Agreement, at least 50% of the total construction worker hours worked by persons on the site of the Work must be performed by actual residents of the City and at least 7.5% by project area residents. The Airport will identify the

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project area for the purposes of calculating project area residents.

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The Concessionaire will provide each general contractor bidding on the project with a Compliance Plan (Exhibit E.5) and the "City Resident Construction Worker Employment Requirement" (Exhibit E.8) for use in the bid preparation process.
Once a project has been approved by CDA and construction has commenced, the General Contractor must submit on a weekly basis, the following Certified Payroll Report for all contractors and subcontractors:
Exhibit E.8: City Resident Construction Worker Employment & Certified Payroll Requirements
Exhibit E.9: Excel Certified Payroll Worksheet (example)
9.5: Compliance Close Out Documents
Within sixty (60) business days of substantial completion, the Concessionaire, the General Contractor and the Professional Services Contractor are required to submit the following documents, along with final lien waivers.
Exhibit E.10: Concession's Sworn Statement - Affidavit of Concessionaire
Exhibit E.11: Concession's Sworn Statement - Affidavit of Prime Contractor for Professional Services
Exhibit E.12: Concession's Sworn Statement - Affidavit of Prime Contractor for Construction Services

End of STEP 9

STEP 10.0: Supplemental Exhibits
These Guidelines should be read in conjunction with the Design and Construction Standard Operating Procedures Concessions Projects Exhibits (C-SOP Exhibits) and referenced with the Concessionaire Design Guidelines.
Please refer to links below:
Concession Projects (C-SOP Exhibits) ORD Concessionaire Design Guidelines MDW Concessionaire Design Guidelines

End of STEP 10

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EXHIBIT 11 ECONOMIC DISCLOSURES AND AFFIDAVITS
crry of Chicago .
ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
SECTION I -tGENERALINFORMATION
•Aj«t^gd.tumie-Qf.^9is^(»iQg'Pai^s^miamg;U)^BTITTnc. _
"indicattwhetber^&Disclosing'^ -J. O tli&Appfaonl
."¦'¦OR.
. .2:i 0 a.le^T.eriti^cutrcntly.holding, of anticipated to'hijlUwitliinsix monthsofferCity nctidn'on the contract, transaction;or otlier:undertakingib which Ihis'EDSpeAajns-rjrcferred lotelow.as .the MMattw^;*iiame:- |Vv Qgl> ^te^U 'te^toll ^SV '
OR.
J.^O >i.!e^l eridty with a direct or mdire^ S^;th£teg^.ifegne.^tlK,atiiyfa Which (lieTDiscIbsing Party Hbldi arigbtof control:.

13.! Businessaddress at the. Disclosing Party:, I'flGO,i. x>(o^ ^ihise^ '^tftjattj-.-fiflfeg?

D. temebfcontactp6rsati: &»(iijr>4tiv\ &uoddL/
6. Federal'Employer IdentlC^dorVNjj.'(if you Have ohejj ._.
.F. Brief .description of the Matter to which, this EDS jp&rtai.iis. (Include project number andldcBttb,D t$ ' ptfjperty.-jE applicable):
t)rRD AutOfrjaited Seif-GrieGkout Micro Mlafte RFP
G. Whidh, City agericyior.dfepanmcnti?requestingfJiis-EDS?'^^P^^^^^ ^' Aviation'

. eompiete.the fcjilpwing: " '.
Specification U and Contract #
'Vtrii&lRJi 'Paget ofiS*-

















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SECTION n - DISCLOSURE OF OWNERSHIP INTERESTS1
A=. NATURE OK THE DISCLOSING PARTV-
/ointycntufe
'i^qt-for-'profit corporation
I. -Indicate the nature of the^Disctosing Party:;
QjPersrjrj ?'LirnitedI liabiiityc'ompahy
r~| Publicly registered business corporation _\ tirriited lia'bpfty partrtersJiip
__ Priyntely'held business corporation T_ "'"
QJSole proprietorship T\'.
T~l General partnership (Is the not-for-profit coiporation also a 5Dl(ii:)(§)j? 1
.riLirriitedpaanershjp Qfes. _Na
_ Trust J fni "Qirier ('pleasfe specify)'"

"2. For legal entities, thestatc Cor fpreigri cpuhtry) pf .incorporariqn pj^organizariqrfj ITtoppircatye:
Organized in New Jersey
,i For legal entities not organized in rJte Statfe'otMllinolsiWas.tfie oreani/jitron registered.to.dri 'Itusihess in die StBteof Ul.inqis a&a'foreign entity7
S Yes D^9 ' .QOrgan^ea jrt llJinois'
B. ff THE DISCLOSING PARTY IS A LEGAL ENTITY!
I .: List below the-fttll names.and titles; if applicable, of: (i);alL executive officers and alldirectorsof
ihe entity;, (ijj for notrfor-profitcorpo (if there
are no swMvmcmberSj writc nno members which ajt legal entiUes*);.(ul).R>r trusteyestates or ortier similar entities. the'.trustee, e^"ecutbr,^drhinistratbr: or similarly^ Umitcd partnerships, eaehgeneralpanher^ managing mein
Bidirectly controls the day-to-day management of the Applicant:
NOTE: Eacji legal entity listed belo>v musrs"ubrait'anfEDS'ohutSi6wn behalti
Name" * .Title-,



2', Pleaseprovide the following'information concerning eachtperspn:pr' legat-emi^'riavinga a^t^ct pf. i^re^.euV^tfr/pH!ip«e]jie (Le. withjtt £ mcfiRafter Ci^a>|^c«Xl^fieial-3nttt^0.hch^s: ¦Ownership) in exceSs/of 7iS% of the Apr3|icaiiu Examples of such, an inttTCStinclude-shares in a -corporation, partnership interest in a partnership or joint vetimrey'iriterest df-a-member of manager in a

Page 2 of IS

















I
limited liability company, or^ trust.'estate or omersimilar entity; ff none:.
state^NqneC
NQTiSs'Each legal entity'listed below niaji be/required toysubnfitafl-El3fS'Pn il^ojvnbehalf*
.'Name* Business Address -Bcrcentageliitcrest:jn the Applicant:




SECTION'111 - INCOME orcompensation to,.or ownership by, CITO^ELECTED.
OFFICIALS:
'Has the Disclosing Party-provided any income'or compensation to any City elected, onicial'diiring the'.
*l'2-montn pe^ " Q'Ves 03 Nd
Docs the.pisclpsing Party reaspnably"expect to provide any iheome or compensatibn to any City, elected Official during;the 12:-ingtiih period following the.date DfftiS EDS? O.Ves (SNP
IP'y'es- tp erther.ofithe abavei please identify bel6yrtlt'he.rfa'mc(sj;pf sue.|i'^ily:e|ected:officialXsj ami'-describesubh ihcorrie'Or cbrrroehsatinn;


.Docs.aiiy'City elected official o*rrtt> the bestof the piscldsjng-Pariy's knoMcdgeafte'r reasonable .imniit&any City elected officiaTsspouse or domestic partner; have a- toncral-ihteTcst,(as.definedin Chapter 2M5f7;dfth.^

If"yes." pjeas'e klen^beijw;tlie'n^ii^;of OTchXtiyelectcd o'fficjal(^.ano7or.^p)ise(!$ydonie>tic' ^partner^s} and describe r^e Guanq'y interwtf s);


SECTIONIV— DISCLOSURE OF SUBC&^
The Disclosing. Party must disclose the name and' business address of eacji s^cqntractorjatforneV:
' lobbyist; (as deflned'in MGC:Ghapter-2456j, accountant, consultant aoidianyqwer p^on or entity'
whdm'the- Dfeclosing .r^rty'has.retaihed'or exp.eas to retain m.connection wiih.the Matter* as-well as-
th.ejiaturc'of rtiarelationship, and the total amount of the fees, paid or. estimated to be paid, the
Disclosing Partyjis.no't required to disciose ernpjqyecs who are paid solely through the j}iscfosingi
• Pa^s-'regufar.payroH. If the Pisc.lbsing:Party &Uhccilafc:w^ required undetthis.
S&tibiyhe pisclosins party;f™sttithcFask ifeCity wHethcV disclosure' is required or rnake the dfsciosure.-

Ver.2018-1 Page3oftS
Name.Qintlicate whether Business' Relationship (o Disclosing' Pa'nJ- . fees, (fti'dicate whether
retained or anticipated' Address1, (subcontractor, atfpniey; . paid or'esti'matctl;> NOTE-r
to be retained) lobbyist, etc.) •noiujyrate'*~'6r *tb:d? iS •
not an -acceptable response.



(Add sheets,- if necessary)
S Gbeckhere if the Disclosing Pany .has not'retainedi nor expects to retain; nhy.such persons d£cntlfie>: SECTION V ~ fcERTIFICATrONS
A. couknGai$B^j&ti&
UlidcrWGC'Section.2-92.415^suhstflntial owners
reman) wc^mpllar^with thefr child suppon'obltpttonS'tKraUghoiktthe controci's'lerm.
Has any person who directly or indirectly owns lO^S.o'r moreofmftDisctbsing Pa^teCn deojaretj.'in-arrearage on any child .suppaitpbljgatfoiis .by any ^ia^s-nQtirt.orA?m|^Ktjansdica*8iii'
? Yes __)jo "person directly or indirect^' owns':10S$ pr/moreofithe 'Disclosing Party.,
If -Ycs.-° has thcpersoi)'entered into a court-approved agreement for payment of all support opted and Jjs' the person Inxcanpliance-wimLflvutagnierncnt?
Q Yes Nc-


1, ffhfc paragraph 1 applies only if the Matter tea- contract being, handledib.^thc City's, Department oi;*
- Pirwuremwit Services.] tn the 5-year period precedihg.ihe; dafedf this BP&hciUte/'lhe'biselosTiy^.
Party nor any-Affiliated Entity [see definition in,(S) fretpwl has engaged; in connection wira thfe ¦performance of any public- contract, the services of an mtegrity mepit&;imiepxr)a£Al pnvate.sector« inspector general: or. integnfy compliance, consultant (i.e„.an individual' or mtity-wjr&legal; auditing-, investigative, or other similar skills, designaled.by a public-agency1 to help theagency jnbaftpr. me^ acti^ Qpspecifietf agency vendors as well as fielp the vendors fefoha their business practices.sp" they canoe considered for" agency contracts, in the ftinirej or contrnue \yi Ih'a Contract) ia progre§s):
2. The Disclosing Party and its Affiliated Entitiesais;riol dehnquenujt tKe,pay^entpfany,rme. ftfc,
fax or omer source of indebtedness owed to m^
and'-scwerciurges, licenscTees; parking tickets. prtfRerty'Sixcs,and sales toevnbris-the Discfosing Parry delinquent ih.the payment.of any tnx^aa^in'islered by flic Illinois DepaftmentfofReveiiue. ''

Pugri-4of ISi

















I
3. The Disclosing-Party and. if the Disclosing Parry, is; a legal entity, all'of ttiosc persons.oc entines identified In Section ll(8)(f) of thfs EDSr
.ai are not'presently deb"arired;.suspended,iprbposed.for debarroent/declared m.eygibje'orvcluritariljf' excluded from any transactions by„anyfederaL.state or local unit of goverritnerit;
b. 'have: not; during the 5 years befpre the date of this;EDS', beeh convicted! oCa.criininal offense;,
adjudged guftty,.or b^ wltte obtaining^,
attempting to obtain, or performing a public (federal; siateor local) WnsKtioivor. cbntracv.undeta public transaction; a'viplhtioa of federal or state antitrust statutes; fraud; eaiewJeiiaenti Uwfi; fetgery; bribery; falsification or-destruction of records; making false statements: orrcceivi'ng stolen prtjpeiity;:
-c: ^renot'pre'senily indicted for;orcTirriihallyprcjY.ffl^
itate or. local) with'comrnltring any o'f the: p'ffetises set forth in .subparagraph fb}; above;
di. have nbt; d'uririg-.tlie'j years'bcfore the date of this EDS, had one otim^^blic^nsacticioS;. ffederal; state" odocaO terminated, tor cause or default; and-'
¦ e liave 'not, during thei'yeais. rx'fbce the date-.of.iriis EOS,.been cqrWicted.'adjud^ fouWtl ¦
liable in a civil proceeding,' or in any crmiinal|o>c.ivijac.itohymcluding-.a concerning :fenv»6nnieiiuil. vidlatrons;. instiled by the-Citypr.by the federergflverament, any state, br-anyduier unit of 'local government.
4 The .Disclosing Party understands and shall comply with ^^a^^e^^iie^uue^DejBtt' 6TMCG .Chanters2r5ff(Ihs^
r5i Ci^ificatfons ^
• the. Disclosing; Party:
•'any "Contractor?'(meaning'any'conttaciorOPSubcOTtrjctor used by the Disclosing Panyjiv ¦ c6rm«n'ionAv'ith;the.WriHerr including burrjoi limited U>;a(i persons or legiU entities disclosed under'jSectioii iy. jDtclosurpof Subcontractors and^ClBerRelairied'Parfies");
ao'y '!AHiliated'Entiiy" (meaning a person orerih^ythat, directly orindirectly;, controls/the Disclbsing^ariyiiis controlled by the'DiscWingVPart'y, or i^-Wiflii^'P^lo^uig'Pai^iuidc/ 'cpmmdn-cohtrpl of anotherpersbn or enriryjr Indicia of control include. withoutjlfnirtaUon: interlocking management or ownership; Identity of interests amorig far^yjmemters^sboredi factltties and 'cq'uipmen^cornmpn.Use of emptoyees;.a*c,orpnization-of a business entity follovrnng-tri'e ineligibility of :a business entity, to do busirtess'with federal.br state or Irxal government, juicluding. the City, using substanjialty
in'e'iigible'.eniity.' .WTth respect to Qontra'ctqrs,.'the term Affiliated£ntity means a person^pr. entity, dial directly or Indirectly controls the Contractor, is cjbjntrolkd by It; ox, with the Gontracipr; i's '" .under-common controLaf another person oremity,
any .responsible qfiiciaj.of the^pis^Iosing.PartyV'any Contractor-oriany'Affiliated Entity or tiny vOthe'r otTicial, agent or ern'pjetyecof the Distlyslng-Phny, anyGAon^t^'OT'a^y^AffiirafedlEiltfiy, actirtg pursuant, to the direction or authorizafioxi dfa responsible ofFTcfril of the p.r$,clbsin&Party;-any Contractor 6ranyAffiliated ^nft^eo^feofiY^JIf^A^Hits7)--
PogcS of 15.
Neither the DisclosingfPany. nor any Contractor.-rior any-Affiliated Entity ofj-tthertlie piscloslng--Party-or any Contractor, nor any Agents have, during the'5.years before the date of this EDSi-or,"withi respect to' a Contractor, an Affiliated Entity; or an Affiliated Entity ofa ContractordunngitKc. Sy^ars before the date of such Contractor^ orAfffliated'Entityls.contracror engageinent>th connection.witfijhe Matter: '
a. , bribed or attempted to bribe, or been convicted or adjudged guilty of b^erybr^attemrjting 10 bribe;
a pttblio officer or employee of tac'CTty, foe-State•of TilmdjW pr any ngency of theifederal government
orp.fany-statco? local-government In the United[Statesof America,' in iliar officer's or cmployee's-
orTicialcapaciiy; - - - -
agreed & coUi^ with .other' b^dete-OKprospectiw'ibiad^-c^ been a jjarty to any such agr&m'eait., orbeen.corivicled oradj^dgrt guilty of agreement or collusion
.in re^nalm of freedom otem^i^-i^tgman^^b^&fqxd pf^oVcjffierwise^or
madeaaadrnTss^
record, btuthayte not beerxBrds^ecutcdtor-siibh'e^ctac^or
violated-the r^pvisronsrtferenced
Wage}^(a;(5)(PetarmcnrRcgvlatio Wage Ordinance).
6. Neither the Disclosing Party, npr any Affiliated Entity or C6ntractpr,.o.r any ofthejr.empioycfeSti .officials, agents orpartners,!is bar«d;£ro.m contracting withany unit of state of local gbvem'ment.as a r^s'ullof erigagingin'or.beingc^onyjuttcLof (I) bjd^jgging^tn violationofr?20 1LCSV5/33E%J2) bid-rotdtirig m^rpfaiion of
States dl"Araenc^that.contains'the-stirr(e elements as IhejpfTensc. pf 'bjd'-rigglng or bfd-roratinfei
T. Neither the Disclosing- Party nor any-Affiliated Entity lasted on a Sanctions LtstmaintaTned by the United States DepartTrientiof Commerce, State, orTreasury, or any successor'ftderaragency.
S. rFpR:APPL|CAiSn? ONLY] fjj Neimer.the Applicanrnqr any•contmljm^person? fgee'MCC Chapter 1-23^ Apfc l? I for applicability apd'dcfined lerrns
charged with, or has 8dmH^.Ku$(Q£<^°&as' eve* l^eonvicted'oJ- or pfceed Utjdexsuperyjsfbn for-, any crimitfal OffeniK inyotving actual, attemp^i.orcp.rtsp.iraey to commit bribery, theft. itauaVfbrgery, perj'uryj dishonesty or.deceit against an offt'cet.or crrjrjloyee.of the City otjiny. *stster,agency!'; arid (li) IneAppli^ understancls and ac&no
for doing business with the City- NOTRif MCCCnapte> 1=23; Article ! appltes'fp the Applicant; thai' Article's pei-maneW comnliance timeframe sut*$<&es!5rytar*ppiffia&i ttmeframes.in this Section V;
9, ,fEQR. APPLICANT ONIjYjThe-Appircant and iis,Alfiliatcd Fjitines v>i)l notuse, norpennit their
subcontractors to u^rany^tji^'listc^ja^DaVjn^.an acfive excluiipn by the USl EPA on-tfic&deral
System foe Award Management-("'SAM'). ' " " "'
iP-.rfOP: APPLICANT ONty) tlie Applkantwili.obtoih;fro
•or lo-b&)iir^ Jn>conoe^&v4m.tne MSttdr.ceru^catioiis-equailh form and 'substajoce to those in Certifications (2jand (9) aboye-Dnd wiii.noti; wfthoutthe prior wnteQ-cpn^pfu\e:C.u^iise any suchi Vcr.2dl.S-li 'EaBc'et.fta'
• coruiactor/subconlractor.uiat does not providc suchrertirieattons or. that/the ApplicaniTtasrcason.tfl' 'bclievc'has nntprovided'Oreannpt providetruthful Certifications,
,1!); Iji'the ttsdbsing'Party is'unable lo cerfify to any of the above staieme'ntsin this PartBrjf,ufthtt 'Certifications^.the Disclosing Party must.-explarn below:'



¦If the letters "NA," Die word "None," or no response-appeius on. the Hries* abo ve ftVwill be en'oclusiyety .presumed! trial the Disclosing Party-certified ip;the above statements.
12. T.a the.best ofthe Disclosing Party's knowlcdgEafter reasoriablfc.inqujry;th^ compJet.e lisL OfalllcurTent.cmployee^of theDrsclosing:Party who were, at'any tirne-.during'tric'jj-¦¦rndnth'.period'preceding me-daie.of'ihis'EpS, an employee- or. elected orapppi^ted¦officia^...of'.uhl^''City, ¦of Chicago' f^f none; indicatiMvith. 7WA;\Qr"rtohc',)i



!V3:To'u\ebest of.ute'Disclosing Par^ comjitetejist 6NII:$
the l^monthi period preceding th& execution date of this EDS. 10 an«emplpyeci Of^^ejetted:or*appouited oflTciaJiof the City of .Chicago. F6r.purpd3es.bf this" statement, a •gift! 'does npt^clude^;(i)^rrytlung. 4nade.genera^ly,ayaijab>le'tp City employees or to tfie general public, (Skfji) food or d^intvpfovided-iri the,course of oliictalCitybusmess and haying a retail Value of less than S2S per recipient, 6rr(iii}V 'politrcat contributibn otherwise duly reported as required by law (if nonc^'wdicate with'^N/A" Or °rwne"), As to ar# gifttfsted below*, please also list the name, of the City recipient'.



XL CERTIFICATION ORSTATUS' AS FINANClAL lNSTfTtTI'lbN
Ji T^e gisclosmg'Pa'rty cert^ 'EL'?- '
a'TinanciaUnstihtflcm" as defined in MCG:Seciiori,2-32-45S(b)J
Ifthe E>i$dd!sit^ftaiir^lS-&pg^<$M u1^u&p,1nea.$cjDttelo^utg.Partyipledges!
'¦'We are-not and will not become a predatory lender!^ defined in MCC'Ghapter 2r3l We'fuhher pledge-Uiar none of bur affiliates Ts,' andnone of them will becorne, »pfe^tQ^')ende(>as'de^inMin'< MCC Ghaptbr2-32, We understand that bccfimlng.a predatory lender-Br hecomingM'aiTiliat&df a predatory lendermay. result in.the loss ofthe privilege-of; doing business with'thc Ct'ty."
Pogr-7 gfJ5:
ifthe rfsclosui&Pany-is unable to make'this pledge,^
MCC Section 2-32-45S(b)J is a predatory lender! w'ithm theliri;eaningtof MCG Chapter 2-32; explain hcre,Catiach additional pages if necessary):



If the letters- "NA,">the word "None,.'1 or no responseappears on the'fanes above,,It wilt be c3sj^toaV^I;.^r^}iB^ju)a({tlie Discl05&g,Party eeftified to die abow statements.,.
0. CERTJFlGArrION REGARDING FINAN,ClAl,!lNTEREST W'CIT^.B0S1NESS"
Any words ohterms¦deflnttf' rniMCCChaptcr2i-rl56 have, the same meanings, i^used in'fn impart p:
1; in accordance &\lh MCGScctibn^-IS&HO: To iHe>besfcpf-ihC'P?selosing Party's knowWdgi: -.arW-reii^Bfe-;r{naj^, does any official or employee. ofthe eity.? Yt*. .0-Ho,
NOTE:. If you .checked ^ts^^^m^^pni^ttt^^b&Ya^^% ]f you checked "No?. :ty litm.D(;t)f.skip. Items t0.) and D(3) and: proceed.to Part.£
2. Unless sold pursuant to a pToccssofcompeiitiv&bitiding^p^^
official opempibyce sfialthave a financial intere^ in-'ni^or her bwini nnniefor inlKe namfe of aity other person oc entity tn thepurchase of any property that (Q.bclongs to'theCity, "or (n) is sold:for liaxes oj: assessments, or (iii)-is s
''Gity.Propefly Sale.'^. Gomrwsationfortprdperry taken, pursuant to theJCity^s eminent domain-, power.does ndfccohstitutea financial'interest within-the" meaning of this Part E».
pocf the Matter .^
OYes ONd
& If y?" checked."Yes" to Item D(I),;prby.ide the names an3 business, addresses of the City Officials-OT-crri'pibyees havj'ng^uch'finaneifll interest and identtfy'the nature of' Ae jinanctal iVteres't:,
Name, BuslnessAddress -.^ahiitto^Rpaa^h\| iHeitst




4. jhe. Disclosing Party further certifies thhtfno prohibited. financiattMeresyih TfcXfHffiiittL be. lacgnirert by.;!ny.City o'fficial orernployce.

Ha.yc.JI ijf.l.S*
E. CERTjpOATiO>REGA ERA' BUSINESS:
Please.checke'itiiery):pr^.helow Ifthe Oi|clp»h^'P'arty'c4i6cks-'(:2);<> dje;Disclosing Party
•mustdisclose.below. Of in; an attachment Jothis EDS'sll mforcrin'tian required by(2); Failure to?
comply with these oj'sclbsure-rc tnc Gity in
connection with the-Matter voidable by the Gtty.
, *^ I,, tho Disclosing Party venfies that tho Disctosfag.Party has seanftea^^ind^Feeoxa^'^f
the Disclosing tarty and'any and alL predecessor entities' regarding records of fnvesrnih't^ or.profit?,
from slavery or.slaveholderrnsuranccpbK the-slavery era,(includi'n'g msu'rahce-poticies.
issued to slayeli'olUers tharpTOvided coverage fordamagerp pr in|ury or death:pf mcir slaves), arid' i^pf^s^ngPd^Y^^oA nonsuch rMp/ds.,
ThcJDisclosjng Party vcrifics that^as a result of conducting the search ih^tep,(i,^abdye; die
.Disclosing- Pa.rty.fias foUnd'recpi^s^of;ir^s«ments or'profitsfroni slaverypr slavehofdpr.ins.upnc'd, poljcieSi T^evpisclbsirJgiEarty^Vcrifies th
• fecb^.tnchkiingito in those records.';




SECTION Vi - jCERT IFIC ANIONS. FOR TEDEIlXi^vy^l^E;pi^1rtEil$,
¦NOTE; If the'Matteris federally funded, complete this. SectionVI. Ifthe'Matt'eKls nqt. federally ttindedlprpceed to Section VII. fdrpurposesiof this Section yi,.(ax-credite':aj|ocated'by a[fie City and p*rpcceA* CERTIFICATION^
1. List below th&namts df all p^^>oYen^tie»fegistexej]^r^er tbefeflefBlT^bypig.
Disclosure. Act.pfJ.995 , as amended, who ba'vejnade lybfiying contacts on-beho'lf'p£tfie'.Disclosi'ng' Party with respect to:lrie Matter. (Add sht-etsMf necessary):"



(If no explanation appears.Or beginS'OiUhe lines above.- or i£'ih'eUeters1,'NA?' o'rKihe ward^'NoneT'" app6arj.it' will ^.conclusively presumed thatthe pjscfosing-Party"means thatNO persons or-eritities •ftg}2&gl ittddrnhe. tobjfyibg Dj^.e$oie-Act of:1.995i.as ameiulcd^.nave made-lobbying contact; on b^olf of the Disctesing.Part'y with respectto tJieMatter.J
2. The DisclosmgPartj.''has not:sperit and wtj.l not expend' any. federally appropriated funds tO'pay
'anyperspn or entity listed in. parajgYaph A(l)iabbye (pfhisor herrlobbyuieacuviliesor to:payany
ipers'on or entity ip influence or atternpt to'innuencean nffjeer or employee of any a"gericy"j redefined
hynpplicable federal !i»w, amernberoFCongress; an officer or employee of Congress; .ot'utt employee;
MetMl&l " 'Page'9'9fl5
















i
of a mejnber of GOngresSrin^onnection with (he award of any federally funded'conrraci, making any federally funded grant o'r idan, entering mto nay cooperative, agreement-, oirto extend, ccdid'nue^reneWj. amend,- dr modify.any figdej^y-Auq^conu^^nn^ >baiM^.^se^v^;agieein^.-.
j The ptsclojing Parry will submiran upatae&c^rtifica^ of each" Calendar. quartcCtiif
which there occurs any event that' materially affecls;the accuracy ofihe£mtemeiu$ and.mfcm^ forth ia paragraphs A(i')and Af2) above?.
4., The Disclosing Party certifies thai either; (i) it ts nqLaj^brganizatibrn described in section^ ,'50t(e)(4) Qfdie Internal iReVenufeGode^f<.l9w;''6r 0ij.it isid orgm^t»A'd>^Jbed Jo see^tu. 50J,(c)(4)of me'tatenialiReveoueC^pdedf 1986 bVhas^qiien2aged.aAd,w,ui Mt e^agejn %opbyijng Actlytttes^" as-tnatteprj ts defined 5) thefcobb^ng DiscldsSc Act of l?95yas "amended.,
Si. If the Dis'closihgPar^
ftrm-and'substiince fo paragraphs A(l) through' A(4j above/frbm all'subcontractors before.Tfawards
.any sobcontmcttind the Disctdsmg'Party must mainrarrallstfchisu^ certificatibns'r.fb.r the,
duration ofthe Matteran'd mustmakc S\kh certifications promptly available to tbfcGity,«ppj>'tej|ucsi.
B. CER^ICATIONPJJOARDTNG EQUAL BAPtAyiil&^dP^tiil^JtlVFY'
-If the Mancr is federal[ySnjnded;Tedera! subcontractors/to submit th&.foliowin^infqrrrration wjlh Iheir'bidsor.ih writiTjg.at thcoutset of negotiations
Js-the Disclosing Parr/die Applicant^
' OYer .'Q No,'
^"Ves}S.uis^erIuje tnrecTajic|ti/«i^be|uvK'v I' 'Hay&youdevfcloped and;do'"y^
federal": regulations?' (See^l.C^Il'liiutoi)'^)- ' '* '
Q Yes Q No
^Haye you Tiled with the Joint Rejwrti'rjg.Comminre^the.'Di'rec the. Officebf Federal Cpntrafct'
Compliance Prog^ fcporiydue-under Uw-1
. applicable fiiiijg requirements?
iEJYes. ' D,^9 0'R3. Have-you participaled.in anyprevious^^^ die .e^oalioppbTniniryclause?

Ifyou,chec{(ed u,N.o" to-.question or (2^ above, n.leaserproyide %e^pjaaoiiprir


'fajp ,l.0ofi|S>
^efibN ^^^^i^-A^&^nitiimm. and CERTTFiGAtidN
The- Disclosing Pariyiunders.tun^
A,. The ccrtificario^nSj disclosure>,.and.a^ corio-aet or 'odicr.a .PF^urerien^
^¦ay>.conj«!a^f.c$ nuo'r^b^7a^|o^Wrtt.rfesp%'t :&Wne{{ ^jbjsclc^uj&P^njdaefSl^a^mt"


.L'ob|ig;«i6hs'on'"p3rsoris»or entities seeking'City cdntr^,.woAVbjiWm^; orWnsaetibhs:. The fiill-tx^cc
i6f 1Kb ordinanceaod a .train
v"ajso;te:obtajBed-|^m
'$112)744-9^ ' u '-**-"
].(? IftheCiry detennj'^ it^^l^vH^p^i^pmp^ti. -anyjcontract or other alrMrnenliffconneciion^wlih wliieti Jbis'Su^in'itte^^naiy:.i^^^i^ed-or be void, .or voidable^an• ?^0r^Snmflp-a1ic?vf.% pisc'luspi&'Partylopartieipate fabthef Ci transactions Rcrnedies.at. '{awVfgpa-fals^
'damages.' " '
'D:lt is m&CJty'svpdUcy to.raake:th7s?tocumt^ ialih^eCsiR^en'dVoKtnxni request Some 6r a

cdritaraed.inmir ro.S anda
ffi.dus-.EpSv » -
. E. Thc-inform.an'qn:pro,yided in.lh'if;EpS;nius^ .lit.'trie eVent of change's; the' Disclosfrig,-
<,Paay,n^ 'tf:the"lvIaiteriS:tf
cpntract: bemg handle^ iheDisclosing/ Party must







Vcr.2018-1 Page 11 of 15
^CERTIFICATION Under pcnalrypFperji^
this EDSi.and all. applicable Appendices; on behalf of.lheBisclosirig Party, anyjf(2)-wanahis thai at!" certifications and -statements con taihed in this EDS. anil all appl icable Apjxndice^.are- true; accurate, and complete as ofthe datefunnTshedto th&Giiyj


(Print or type«exacMeeal name of Disclosing Party}

J[5ig!)'hereJ|

(Printer ^eiita^

tPrint or.rype:'title.rjf person signing)
wtaryPuh Commission expires: 10 Signtd:and,sw.bcnto befprerne on (date) 'f^fblit/it. ' Qtflt CotMty,/^&ij~ OfHCWL'SEAL
. - SABfflNA R BAY'S nOtaot public.' state os Illinois













Page 12 of 15
CiTYpE CHICAGO J ECONOMIC blSCLOSORE STATEMENT AND AFFIDAVIT APPENDIX A.
FAMILIAL RELATIONSHIPS Wijll-ELECTED CITY OFFICIALS AND' DEPARTMENT! HEADS
This Appendix is to be completed only by (a), the •Applicant, and (b") any legat.cntity whieh has'a direct ownership interest |b theAppUcant exceeding 7.5%. It is not to be completed by any-legal entity which lias oniy-an/indirecVownersKip interest in the, Applicant.
UnclcrMCC Srotiqn 2-154-015, the- Disclosing Party, mustdiscldse whether such Disolosing'Party-
or aoy'ApplKiable Party" or any Sppust.prPomcsilciPatjfter thereof currently has;a: *familial>
reiationship''-with'Bny elected alypfficial otdeparirnent' head, A "ifamiiiat relationship" e^stsTfj as of
the date this EDS Unsigned, the DisclosingParty, or,any 'Applicable Party" or.ony Spu^e-ur.'.pumestJc
ir%rbWfhcreof is related to'me'msylJr.iihy.aldeY^ the ciV^surerorar^'city
.department head as^srwuscordOmfcsticparmer^ *|oppfln;':^.n^.cb.ildi brother or.sistcp.auntp'run
ital'her-in-lW. moihef-iri-Ma'vVson^ stepson or
•stepdaughter; stepbrother or stepsister or half-brother or halfisister.
."Appli(»blcPartyB'mcaos(l5:all.e\ecutiyc officers o.rftfle£>ls#bsirJj£ Parfytewd ih$e0ibri* ILBj.a., jfjmt pisclosing.P^ Party is a general1'^
Disclosing Party is ajirnited partnership; ail managers, managing .members, andmemb^^o'f'tjie
Disclosing Parry, ifthe Disclosing Party isDisclosing Party; and (3) any person haying'more than a 7.5% ownersKipintera^
Party "Principal officers" means the. president;, coi.e j-operartng officer,'Me^
'frnnncial office^, treasurer or.:sccret3r>|;of a legal enti(y?or any;pers.onLexereistDgsjmilar1authorifyr
Does LhdPiscIosing Party or any "AppO'cabje/Party^orany Spouseor'Darneslic Paitaer'theTe^F currently have a ^familialrclaifo^


if yes,.pieaSMdentify/.bel6w- (l)ihe, nann!^iuf^dkdi>-such;p^Esbiif!ft2) me>n'a,me:d/the'IeEal.'e'nKry to •
which such person is.conhccted;(3J,mename^ city official br'departmerit hetfd to
whom such person has a familial relationship, an'd'(4) the precise nature of such familial; retaubtiSbip






nag^,ij;ori5-,
Grrv.OE cmcAJco
. ECOiVO»MIC DISCLOSURE STATEAtENT AtfD AEFIDAVTt
A'pPfi4\qiXB
BUILDrNG CODE SCOFFLAW/PRpAl^iiDANDLbRb qERTlJ?IC;A'rid>}
ThisrAppendixis- to oe completed only by (a), die Applicant, ahd. (6$ any legal 'rttjty^nieh^has aUirecf ownership interest in the Applicant exceeding;7,i5S$ [an "Ov/ner"'). It.ts tidt-.to be:cbmrilet^lb"y.any legal entity which has: ohiyan Indirect owners&p.uireresf in ^ApplicinL
i. Pursuant to MCC Section 2-154r01.0, is the" Applicant'or ar^Owmeriidentified'as a'building co"de' .swfilaw:,or;pr6blem. landlord, pursuant'tpMGG Sceiibn 7-92^6%


2 tf.wc Applicant is * lepKcatit^r^bli^trtdcd'dn any BtcJiwge^anyrifijca: er.oi.i«ctor.o/ the Applicant {Identified asfa building Code scofflaw'br;prbblem.lahdtorci puisuanttu MGC Section

Q Ye^ _ No [gfttic^ppfcaittfc^^

i. If yes t{> (JTb'r (2) abpV6. please TdenTify; below the narne<6f eathVerson or legal entity identified
asa.bdildingcodescortlavV orproblem landlord arid tjtie.addrfiss breach btulding'.or.buildihgs to Which
the pertinent codeviolations tfppTy- . j

















EagitJHpflS.
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT APPENDIX C
PROHIBITION ON VVAGE & SALARY HISTORY SCREENING.^ CERTIFlGATiON
This-Appendix is tcbc completed'oriiybyan Applicant, that is complefing thisi-EDS as a "conr/actor" as. defined in-MCC Section 2792-385. That sectiom whiclfshouldbe, consulted' fiyww.amlcgal.co'm). generallyxo.vers a party to any agreement.purs.uant to which they: (i) receive City-of Chicago funds in consideration for services;, work or goods provided (inchiding for legal or other professional services), 'or.(ii) pay the City money-for.a license,-gfant or concession allo'wi'ng'them to conduct ai business'on: Gity.'rjrerriises.
.Cm-behalf of,an Applicant that is a contractor pursuant to MCC Section 2-9.2-385, l hereby certify that, trie ApplicantUs in.compliance with MCC Section 2-92-385(b)(.l)'and (2),. which' prohibit: (i) screening jobapplicahtsbasedipn'their wage or salary history',-or (ii) seeking job-applicants' wageor salary history, from/current or former employers: I also certify that the Applicant has'aciQpte'd a'policy that, includes.those prohibitions.
Ves.
? No
N/A - jam not an Applicant that ii a "contractor" as'defined in MCGSection 2-52r385, This certification shall serve'as th'e affidavit'.required by ^GC'Sectic4':2^92v38$.(,cXIj. ¦ If you checked Vtip"-to .the-abo.ve,please.explaih.















Rage ISof-tS'
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT

SECTION I -- GENERAL INFORMATION
Legal name ofthe Disclosing Party submitting this EDS. Include d/b/a/ if applicable:
HG ORD TECH RETAIL JV

Check ONE of the following three boxes:

Indicate whether the Disclosing Party submitting this EDS is:
|"71 the Applicant
OR
__ a legal entity currently holding, or anticipated to hold within six months after City action on
the contract, transaction or other undertaking to which this EDS pertains (referred to below as the
"Matter"), a direct or indirect interest in excess of 7.5% in the Applicant. State the Applicant's legal
name:
OR
_\ a legal entity with a direct or indirect right of control ofthe Applicant (see Section 11(B)(1)) State the legal name of the entity in which the Disclosing Party holds a right of control:

D D • aa rv , • d - One Meadowlands Plaza, 11th Floor
Business address or the Disclosing Party: ;
East Rutherford, NJ 07073

n TI . 201-528-2534 c 201-939-4910 P aratner@hudsongroup.com
Telephone: Fax: Email:
n M , t t Adam Ratner
Name or contact person:
87-1585957
E. Federal Employer Identification No. (if you have one):
Brief description of the Matter to which this EDS pertains. (Include project number and location of property, if applicable):
ORD Automated Self-Checkout Micro Marts RFP
Which City agency or department is requesting this EDS? D^P^rt^Tl^^ Of Aviation

If the Matter is a contract being handled by the City's Department of Procurement Services, please complete the following:

Specification # and Contract #
Ver.2018-1 Page 1 of 15

SECTION II - DISCLOSURE OF OWNERSHIP INTERESTS
A. NATURE OF THE DISCLOSING PARTY

1. Indicate the nature of the Disclosing Party: | [ Person
I | Publicly registered business corporation | | Privately held business corporation f~| Sole proprietorship



Limited liability company Limited liability partnership Joint venture
Not-for-profit corporation
For legal entities, the state (or foreign country) of incorporation or organization, if applicable:

Organized in New Jersey
For legal entities not organized in the State of Illinois: Has the organization registered to do business in the State of Illinois as a foreign entity?

| | Yes __ No _ Organized in Illinois

B. IF THE DISCLOSING PARTY IS A LEGAL ENTITY:

1. List below the full names and titles, if applicable, of: (i) all executive officers and all directors of the entity; (ii) for not-for-profit corporations, all members, if any, which are legal entities (if there are no such members, write "no members which are legal entities"); (iii) for trusts, estates or other similar entities, the trustee, executor, administrator, or similarly situated party; (iv) for general or limited partnerships, limited liability companies, limited liability partnerships or joint ventures, each general partner, managing member, manager or any other person or legal entity that directly or indirectly controls the day-to-day management of the Applicant.

NOTE: Each legal entity listed below must submit an EDS on its own behalf.

Name Title
Hudson Group (HG) Retail, LLC Partner BT II Inc. Partner
Corliss Stone-Littles LLC Partner
Robinson Hill, Inc. Partner Courtney Thornton Manager
2. Please provide the following information concerning each person or legal entity having a direct or indirect, current or prospective (i.e. within 6 months after City action) beneficial interest (including ownership) in excess of 7.5% of the Applicant. Examples of such an interest include shares in a corporation, partnership interest in a partnership or joint venture, interest of a member or manager in a

Ver.2018-1 Page 2 of 15

limited liability company, or interest of a beneficiary of a trust, estate or other similar entity. If none, state "None."
NOTE: Each legal entity listed below may be required to submit an EDS on its own behalf.
Name Business Address Percentage Interest in the Applicant
Hudson Group (HG) Retail, LLC One Meadowlands Plaza, East Rutherford, NJ 07073 67%
BT II Inc. 1500 East 50th Street, Chicago, IL 60637 11%
Corliss Stone-Littles LLC 8180 Precinct Line Road, Suite 150, Colleyville, TX 76034 11%
Robinson Hill Group, Inc. 435 Erie Street, Chicago, IL 60654 11%
SECTION III -- INCOME OR COMPENSATION TO, OR OWNERSHIP BY, CITY ELECTED OFFICIALS

Has the Disclosing Party provided any income or compensation to any City elected official during the
12-month period preceding the date of this EDS? OYes [7] No

Does the Disclosing Party reasonably expect to provide any income or compensation to any City
elected official during the 12-month period following the date of this EDS? ? Yes \T\ No

If "yes" to either ofthe above, please identify below the name(s) of such City elected official(s) and describe such income or compensation:



Does any City elected official or, to the best of the Disclosing Party's knowledge after reasonable
inquiry, any City elected official's spouse or domestic partner, have a financial interest (as defined in
Chapter 2-156 ofthe Municipal Code of Chicago ("MCC")) in the Disclosing Party?
? Yes __ No

If "yes," please identify below the name(s) of such City elected official(s) and/or spouse(s)/domestic partner(s) and describe the financial interest(s).



SECTION IV -- DISCLOSURE OF SUBCONTRACTORS AND OTHER RETAINED PARTIES

The Disclosing Party must disclose the name and business address of each subcontractor, attorney, lobbyist (as defined in MCC Chapter 2-156), accountant, consultant and any other person or entity whom the Disclosing Party has retained or expects to retain in connection with the Matter, as well as the nature of the relationship, and the total amount of the fees paid or estimated to be paid. The Disclosing Party is not required to disclose employees who are paid solely through the Disclosing Party's regular payroll. If the Disclosing Party is uncertain whether a disclosure is required under this Section, the Disclosing Party must either ask the City whether disclosure is required or make the disclosure.


Ver.2018-1 Page 3 of 15

Name (indicate whether Business Relationship to Disclosing Party Fees (indicate whether
retained or anticipated Address (subcontractor, attorney, paid or estimated.) NOTE:
to be retained) lobbyist, etc.) "hourly rate" or "t.b.d." is
not an acceptable response.




(Add sheets if necessary)
171 Check here if the Disclosing Party has not retained, nor expects to retain, any such persons or entities. SECTION V -- CERTIFICATIONS
COURT-ORDERED CHILD SUPPORT COMPLIANCE
Under MCC Section 2-92-415, substantial owners of business entities that contract with the City must remain in compliance with their child support obligations throughout the contract's term.

Has any person who directly or indirectly owns 10% or more of the Disclosing Party been declared in arrearage on any child support obligations by any Illinois court of competent jurisdiction?
Yes [7]No ?No person directly or indirectly owns 10% or more ofthe Disclosing Party.

If "Yes," has the person entered into a court-approved agreement for payment of all support owed and is the person in compliance with that agreement?
Yes Q No
FURTHER CERTIFICATIONS

[This paragraph 1 applies only ifthe Matter is a contract being handled by the City's Department of Procurement Services.] In the 5-year period preceding the date of this EDS, neither the Disclosing Party nor any Affiliated Entity [see definition in (5) below] has engaged, in connection with the performance of any public contract, the services of an integrity monitor, independent private sector inspector general, or integrity compliance consultant (i.e., an individual or entity with legal, auditing, investigative, or other similar skills, designated by a public agency to help the agency monitor the activity of specified agency vendors as well as help the vendors reform their business practices so they can be considered for agency contracts in the future, or continue with a contract in progress).
The Disclosing Party and its Affiliated Entities are not delinquent in the payment of any fine, fee, tax or other source of indebtedness owed to the City of Chicago, including, but not limited to, water and sewer charges, license fees, parking tickets, property taxes and sales taxes, nor is the Disclosing Party delinquent in the payment of any tax administered by the Illinois Department of Revenue.


Ver.2018-1 Page 4 of 15




i
The Disclosing Party and, ifthe Disclosing Party is a legal entity, all of those persons or entities identified in Section 11(B)(1) of this EDS:

are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from any transactions by any federal, state or local unit of government;
have not, during the 5 years before the date of this EDS, been convicted of a criminal offense, adjudged guilty, or had a civil judgment rendered against them in connection with: obtaining, attempting to obtain, or performing a public (federal, state or local) transaction or contract under a public transaction; a violation of federal or state antitrust statutes; fraud; embezzlement; theft; forgery; bribery; falsification or destruction of records; making false statements; or receiving stolen property;
are not presently indicted for, or criminally or civilly charged by, a governmental entity (federal, state or local) with committing any of the offenses set forth in subparagraph (b) above;
have not, during the 5 years before the date of this EDS, had one or more public transactions (federal, state or local) terminated for cause or default; and
have not, during the 5 years before the date of this EDS, been convicted, adjudged guilty, or found liable in a civil proceeding, or in any criminal or civil action, including actions concerning environmental violations, instituted by the City or by the federal government, any state, or any other unit of local government.
The Disclosing Party understands and shall comply with the applicable requirements of MCC Chapters 2-56 (Inspector General) and 2-156 (Governmental Ethics).
Certifications (5), (6) and (7) concern:

the Disclosing Party;
any "Contractor" (meaning any contractor or subcontractor used by the Disclosing Party in connection with the Matter, including but not limited to all persons or legal entities disclosed under Section IV, "Disclosure of Subcontractors and Other Retained Parties");
any "Affiliated Entity" (meaning a person or entity that, directly or indirectly: controls the Disclosing Party, is controlled by the Disclosing Party, or is, with the Disclosing Party, under common control of another person or entity). Indicia of control include, without limitation: interlocking management or ownership; identity of interests among family members, shared facilities and equipment; common use of employees; or organization of a business entity following the ineligibility of a business entity to do business with federal or state or local government, including the City, using substantially the same management, ownership, or principals as the ineligible entity. With respect to Contractors, the term Affiliated Entity means a person or entity that directly or indirectly controls the Contractor, is controlled by it, or, with the Contractor, is under common control of another person or entity;
any responsible official ofthe Disclosing Party, any Contractor or any Affiliated Entity or any other official, agent or employee ofthe Disclosing Party, any Contractor or any Affiliated Entity, acting pursuant to the direction or authorization of a responsible official of the Disclosing Party, any Contractor or any Affiliated Entity (collectively "Agents").

Ver.2018-1 Page 5 of 15




I
Neither the Disclosing Party, nor any Contractor, nor any Affiliated Entity of either the Disclosing Party or any Contractor, nor any Agents have, during the 5 years before the date of this EDS, or, with respect to a Contractor, an Affiliated Entity, or an Affiliated Entity of a Contractor during the 5 years before the date of such Contractor's or Affiliated Entity's contract or engagement in connection with the Matter:
bribed or attempted to bribe, or been convicted or adjudged guilty of bribery or attempting to bribe, a public officer or employee of the City, the State of Illinois, or any agency of the federal government or of any state or local government in the United States of America, in that officer's or employee's official capacity;
agreed or colluded with other bidders or prospective bidders, or been a party to any such agreement, or been convicted or adjudged guilty of agreement or collusion among bidders or prospective bidders, in restraint of freedom of competition by agreement to bid a fixed price or otherwise; or
made an admission of such conduct described in subparagraph (a) or (b) above that is a matter of record, but have not been prosecuted for such conduct; or
violated the provisions referenced in MCC Subsection 2-92-320(a)(4)(Contracts Requiring a Base Wage); (a)(5)(Debarment Regulations); or (a)(6)(Minimum Wage Ordinance).

Neither the Disclosing Party, nor any Affiliated Entity or Contractor, or any of their employees, officials, agents or partners, is barred from contracting with any unit of state or local government as a result of engaging in or being convicted of (1) bid-rigging in violation of 720 ILCS 5/33E-3; (2) bid-rotating in violation of 720 ILCS 5/33E-4; or (3) any similar offense of any state or of the United States of America that contains the same elements as the offense of bid-rigging or bid-rotating.
Neither the Disclosing Party nor any Affiliated Entity is listed on a Sanctions List maintained by the United States Department of Commerce, State, or Treasury, or any successor federal agency.
[FOR APPLICANT ONLY] (i) Neither the Applicant nor any "controlling person" [see MCC Chapter 1-23, Article I for applicability and defined terms] of the Applicant is currently indicted or charged with, or has admitted guilt of, or has ever been convicted of, or placed under supervision for, any criminal offense involving actual, attempted, or conspiracy to commit bribery, theft, fraud, forgery, perjury, dishonesty or deceit against an officer or employee ofthe City or any "sister agency"; and (ii) the Applicant understands and acknowledges that compliance with Article I is a continuing requirement for doing business with the City. NOTE: If MCC Chapter 1-23, Article I applies to the Applicant, that Article's permanent compliance timeframe supersedes 5-year compliance timeframes in this Section V.
[FOR APPLICANT ONLY] The Applicant and its Affiliated Entities will not use, nor permit their subcontractors to use, any facility listed as having an active exclusion by the U.S. EPA on the federal System for Award Management ("SAM").

10. [FOR APPLICANT ONLY] The Applicant will obtain from any contractors/subcontractors hired
or to be hired in connection with the Matter certifications equal in form and substance to those in
Certifications (2) and (9) above and will not, without the prior written consent ofthe City, use any such
Ver.2018-1 Page 6 of 15

contractor/subcontractor that does not provide such certifications or that the Applicant has reason to believe has not provided or cannot provide truthful certifications.

11. Ifthe Disclosing Party is unable to certify to any ofthe above statements in this Part B (Further Certifications), the Disclosing Party must explain below:
None




Ifthe letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.

12. To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all current employees of the Disclosing Party who were, at any time during the 12-month period preceding the date of this EDS, an employee, or elected or appointed official, of the City of Chicago (if none, indicate with "N/A" or "none").
None



13. To the best ofthe Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all gifts that the Disclosing Party has given or caused to be given, at any time during the 12-month period preceding the execution date of this EDS, to an employee, or elected or appointed official, ofthe City of Chicago. For purposes of this statement, a "gift" does not include: (i) anything made generally available to City employees or to the general public, or (ii) food or drink provided in the course of official City business and having a retail value of less than $25 per recipient, or (iii) a political contribution otherwise duly reported as required by law (if none, indicate with "N/A" or "none"). As to any gift listed below, please also list the name of the City recipient.
None



C. CERTIFICATION OF STATUS AS FINANCIAL INSTITUTION
The Disclosing Party certifies that the Disclosing Party (check one)
I I is f/l is not
a "financial institution" as defined in MCC Section 2-32-455(b).
If the Disclosing Party IS a financial institution, then the Disclosing Party pledges:
"We are not and will not become a predatory lender as defined in MCC Chapter 2-32. We further pledge that none of our affiliates is, and none of them will become, a predatory lender as defined in MCC Chapter 2-32. We understand that becoming a predatory lender or becoming an affiliate of a predatory lender may result in the loss of the privilege of doing business with the City."

Ver.2018-1 Page 7 of 15

Ifthe Disclosing Party is unable to make this pledge because it or any of its affiliates (as defined in MCC Section 2-32-455(b)) is a predatory lender within the meaning of MCC Chapter 2-32, explain here (attach additional pages if necessary):




Ifthe letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.

D. CERTIFICATION REGARDING FINANCIAL INTEREST IN CITY BUSINESS

Any words or terms defined in MCC Chapter 2-156 have the same meanings if used in this Part D.
In accordance with MCC Section 2-156-110: To the best of the Disclosing Party's knowledge after reasonable inquiry, does any official or employee of the City have a financial interest in his or her own name or in the name of any other person or entity in the Matter?

Yes __ No

NOTE: If you checked "Yes" to Item D(l), proceed to Items D(2) and D(3). If you checked "No" to Item D(l), skip Items D(2) and D(3) and proceed to Part E.
Unless sold pursuant to a process of competitive bidding, or otherwise permitted, no City elected official or employee shall have a financial interest in his or her own name or in the name of any other person or entity in the purchase of any property that (i) belongs to the City, or (ii) is sold for taxes or assessments, or (iii) is sold by virtue of legal process at the suit of the City (collectively, "City Property Sale"). Compensation for property taken pursuant to the City's eminent domain power does not constitute a financial interest within the meaning of this Part D.

Does the Matter involve a City Property Sale?
Yes ? No
If you checked "Yes" to Item D(l), provide the names and business addresses of the City officials or employees having such financial interest and identify the nature of the financial interest:

Name Business Address Nature of Financial Interest






4. The Disclosing Party further certifies that no prohibited financial interest in the Matter will be acquired by any City official or employee.

Ver.2018-1 Page 8 of 15

E. CERTIFICATION REGARDING SLAVERY ERA BUSINESS

Please check either (1) or (2) below. Ifthe Disclosing Party checks (2), the Disclosing Party must disclose below or in an attachment to this EDS all information required by (2). Failure to comply with these disclosure requirements may make any contract entered into with the City in connection with the Matter voidable by the City.

1. The Disclosing Party verifies that the Disclosing Party has searched any and all records of
the Disclosing Party and any and all predecessor entities regarding records of investments or profits from slavery or slaveholder insurance policies during the slavery era (including insurance policies issued to slaveholders that provided coverage for damage to or injury or death of their slaves), and the Disclosing Party has found no such records.

2. The Disclosing Party verifies that, as a result of conducting the search in step (1) above, the
Disclosing Party has found records of investments or profits from slavery or slaveholder insurance policies. The Disclosing Party verifies that the following constitutes full disclosure of all such records, including the names of any and all slaves or slaveholders described in those records:






SECTION VI -- CERTIFICATIONS FOR FEDERALLY FUNDED MATTERS

NOTE: Ifthe Matter is federally funded, complete this Section VI. If the Matter is not federally funded, proceed to Section VII. For purposes of this Section VI, tax credits allocated by the City and proceeds of debt obligations of the City are not federal funding.

A. CERTIFICATION REGARDING LOBBYING

1. List below the names of all persons or entities registered under the federal Lobbying Disclosure Act of 1995, as amended, who have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter: (Add sheets if necessary):




(If no explanation appears or begins on the lines above, or if the letters "NA" or if the word "None" appear, it will be conclusively presumed that the Disclosing Party means that NO persons or entities registered under the Lobbying Disclosure Act of 1995, as amended, have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter.)

2. The Disclosing Party has not spent and will not expend any federally appropriated funds to pay
any person or entity listed in paragraph A(l) above for his or her lobbying activities or to pay any
person or entity to influence or attempt to influence an officer or employee of any agency, as defined
by applicable federal law, a member of Congress, an officer or employee of Congress, or an employee
Ver.2018-1 Page 9 of 15




i
of a member of Congress, in connection with the award of any federally funded contract, making any federally funded grant or loan, entering into any cooperative agreement, or to extend, continue, renew, amend, or modify any federally funded contract, grant, loan, or cooperative agreement.
The Disclosing Party will submit an updated certification at the end of each calendar quarter in which there occurs any event that materially affects the accuracy of the statements and information set forth in paragraphs A(l) and A(2) above.
The Disclosing Party certifies that either: (i) it is not an organization described in section 501(c)(4) ofthe Internal Revenue Code of 1986; or (ii) it is an organization described in section 501(c)(4) of the Internal Revenue Code of 1986 but has not engaged and will not engage in "Lobbying Activities," as that term is defined in the Lobbying Disclosure Act of 1995, as amended.
Ifthe Disclosing Party is the Applicant, the Disclosing Party must obtain certifications equal in form and substance to paragraphs A(l) through A(4) above from all subcontractors before it awards any subcontract and the Disclosing Party must maintain all such subcontractors' certifications for the duration ofthe Matter and must make such certifications promptly available to the City upon request.

B. CERTIFICATION REGARDING EQUAL EMPLOYMENT OPPORTUNITY

Ifthe Matter is federally funded, federal regulations require the Applicant and all proposed subcontractors to submit the following information with their bids or in writing at the outset of negotiations.

Is the Disclosing Party the Applicant?
Yes fj No

If "Yes," answer the three questions below:
Have you developed and do you have on file affirmative action programs pursuant to applicable federal regulations? (See 41 CFR Part 60-2.)
Yes ? No
Have you filed with the Joint Reporting Committee, the Director ofthe Office of Federal Contract Compliance Programs, or the Equal Employment Opportunity Commission all reports due under the applicable filing requirements?
I | Yes _] No _ Reports not required
Have you participated in any previous contracts or subcontracts subject to the equal opportunity clause?
Yes ? No

If you checked "No" to question (1) or (2) above, please provide an explanation:




Ver.2018-1 Page 10 of 15




i
SECTION VII -- FURTHER ACKNOWLEDGMENTS AND CERTIFICATION

The Disclosing Party understands and agrees that:
The certifications, disclosures, and acknowledgments contained in this EDS will become part of any contract or other agreement between the Applicant and the City in connection with the Matter, whether procurement, City assistance, or other City action, and are material inducements to the City's execution of any contract or taking other action with respect to the Matter. The Disclosing Party understands that it must comply with all statutes, ordinances, and regulations on which this EDS is based.
The City's Governmental Ethics Ordinance, MCC Chapter 2-156, imposes certain duties and obligations on persons or entities seeking City contracts, work, business, or transactions. The full text of this ordinance and a training program is available on line at www.cityofchicago.org/Ethics , and may also be obtained from the City's Board of Ethics, 740 N. Sedgwick St., Suite 500, Chicago, IL 60610, (312) 744-9660. The Disclosing Party must comply fully with this ordinance.
If the City determines that any information provided in this EDS is false, incomplete or inaccurate, any contract or other agreement in connection with which it is submitted may be rescinded or be void or voidable, and the City may pursue any remedies under the contract or agreement (if not rescinded or void), at law, or in equity, including terminating the Disclosing Party's participation in the Matter and/or declining to allow the Disclosing Party to participate in other.City transactions. Remedies at law for a false statement of material fact may include incarceration and an award to the City of treble damages.
It is the City's policy to make this document available to the public on its Internet site and/or upon request. Some or all of the information provided in, and appended to, this EDS may be made publicly available on the Internet, in response to a Freedom of Information Act request, or otherwise. By completing and signing this EDS, the Disclosing Party waives and releases any possible rights or claims which it may have against the City in connection with the public release of information contained in this EDS and also authorizes the City to verify the accuracy of any information submitted in this EDS.
The information provided in this EDS must be kept current. In the event of changes, the Disclosing Party must supplement this EDS up to the time the City takes action on the Matter. Ifthe Matter is a contract being handled by the City's Department of Procurement Services, the Disclosing Party must update this EDS as the contract requires. NOTE: With respect to Matters subject to MCC Chapter 1-23, Article I (imposing PERMANENT INELIGIBILITY for certain specified offenses), the information provided herein regarding eligibility must be kept current for a longer period, as required by MCC Chapter 1-23 and Section 2-154-020.








Ver.2018-1 Page 11 of 15




I
CERTIFICATION

Under penalty of perjury, the person signing below: (1) warrants that he/she is authorized to execute this EDS, and all applicable Appendices, on behalf of the Disclosing Party, and (2) warrants that all certifications and statements contained in this EDS, and all applicable Appendices, are true, accurate and complete as of the date furnished to the City.

HG ORD TECH RETAIL JV
(Print or type exact legal name of Disclosing Party)

(Sign here) (J
Courtney Thornton
(Print or type name of person signing)
Manager
(Print or type title of person signing) Signed and sworn to before me on (date)

a. Ber9en County, NeW JerSeV (state).
Notary Pubi

JEANEDRA BIGGER
10/11/2023
Commission expires:
NrOTARf PUBLIC STATfc OF NEW JERSEY MY COMMISSION EXPIRES OCT. II -2023



















Page 12 of 15




t
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX A

FAMILIAL RELATIONSHIPS WITH ELECTED CITY OFFICIALS AND DEPARTMENT HEADS

This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5%. It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.

Under MCC Section 2-154-015, the Disclosing Party must disclose whether such Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently has a "familial relationship" with any elected city official or department head. A "familial relationship" exists if, as of the date this EDS is signed, the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof is related to the mayor, any alderman, the city clerk, the city treasurer or any city department head as spouse or domestic partner or as any ofthe following, whether by blood or adoption: parent, child, brother or sister, aunt or uncle, niece or nephew, grandparent, grandchild, father-in-law, mother-in-law, son-in-law, daughter-in-law, stepfather or stepmother, stepson or stepdaughter, stepbrother or stepsister or half-brother or half-sister.

"Applicable Party" means (1) all executive officers of the Disclosing Party listed in Section II.B.l.a., if the Disclosing Party is a corporation; all partners ofthe Disclosing Party, if the Disclosing Party is a general partnership; all general partners and limited partners of the Disclosing Party, ifthe Disclosing Party is a limited partnership; all managers, managing members and members of the Disclosing Party, ifthe Disclosing Party is a limited liability company; (2) all principal officers ofthe Disclosing Party; and (3) any person having more than a 7.5% ownership interest in the Disclosing Party. "Principal officers" means the president, chief operating officer, executive director, chief financial officer, treasurer or secretary of a legal entity or any person exercising similar authority.

Does the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently have a "familial relationship" with an elected city official or department head?

? Yes

If yes, please identify below (I) the name and title of such person, (2) the name of the legal entity to which such person is connected; (3) the name and title of the elected city official or department head to whom such person has a familial relationship, and (4) the precise nature of such familial relationship.









Page 13 of 15

CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX B

BUILDING CODE SCOFFLAW/PROBLEM LANDLORD CERTIFICATION

This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5% (an "Owner"). It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Pursuant to MCC Section 2-154-010, is the Applicant or any Owner identified as a building code scofflaw or problem landlord pursuant to MCC Section 2-92-416?

? Yes |7J No
If the Applicant is a legal entity publicly traded on any exchange, is any officer or director of the Applicant identified as a building code scofflaw or problem landlord pursuant to MCC Section 2-92-416?

__ Yes fJNo __ The Applicant is not publicly traded on any exchange.
If yes to (1) or (2) above, please identify below the name of each person or legal entity identified as a building code scofflaw or problem landlord and the address of each building or buildings to which the pertinent code violations apply.

























Page 14 of 15

CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX C

PROHIBITION ON WAGE & SALARY HISTORY SCREENING - CERTIFICATION

This Appendix is to be completed only by an Applicant that is completing this EDS as a "contractor" as defined in MCC Section 2-92-385. That section, which should be consulted (www.amlegal.com ), generally covers a party to any agreement pursuant to which they: (i) receive City of Chicago funds in consideration for services, work or goods provided (including for legal or other professional services), or (ii) pay the City money for a license, grant or concession allowing them to conduct a business on City premises.

On behalf of an Applicant that is a contractor pursuant to MCC Section 2-92-385,1 hereby certify that the Applicant is in compliance with MCC Section 2-92-385(b)(l) and (2), which prohibit: (i) screening job applicants based on their wage or salary history, or (ii) seeking job applicants' wage or salary history from current or former employers. I also certify that the Applicant has adopted a policy that includes those prohibitions.
Yes
No
171 N/A -1 am not an Applicant that is a "contractor" as defined in MCC Section 2-92-385. This certification shall serve as the affidavit required by MCC Section 2-92-385(c)(l). If you checked "no" to the above, please explain.





















Ver.2018-1 Page 15 of 15




i
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT

SECTION I - GENERAL INFORMATION
Legal name of the Disclosing Party submitting this EDS. Include d/b/a/ if applicable:
Hudson Group (HG) Retail, LLC

Check ONE ofthe following three boxes:

Indicate whether the Disclosing Party submitting this EDS is:
__ the Applicant
OR
[7J a legal entity currently holding, or anticipated to hold within six months after City action on the contract, transaction or other undertaking to which this EDS pertains (referred to below as the "Matter"), a direct or indirect interest in excess of 7.5% in the Applicant. State the Applicant's legal name: hg ord tech retail jv
OR
_\ a legal entity with a direct or indirect right of control ofthe Applicant (see Section 11(B)(1)) State the legal name of the entity in which the Disclosing Party holds a right of control:

Q t-j ,f, ... . . D ^ One Meadowlands Plaza, 11th Floor
Business address ofthe Disclosing Party: .
East Rutherford, NJ 07073

rT1 . 201-528-2534 v 201-939-4910 aratner@hudsongroup.com
Telephone: Fax: Email:
Name of contact person: Adam Rather
27-2070333
E. Federal Employer Identification No. (it you have one):
Brief description ofthe Matter to which this EDS pertains. (Include project number and location of property, if applicable):
ORD Automated Self-Checkout Micro Marts RFP
Which City agency or department is requesting this EDS? Department Of Aviation

Ifthe Matter is a contract being handled by the City's Department of Procurement Services, please complete the following:

Specification # : and Contract #
Ver.20l8-l Page 1 of 15

SECTION II - DISCLOSURE OF OWNERSHIP INTERESTS

A. NATURE OF THE DISCLOSING PARTY

1. Indicate the nature of the Disclosing Party:
| | Person \7_\ Limited liability company
I 1 Publicly registered business corporation _~_ Limited liability partnership
| | Privately held business corporation Joint venture
f~J Sole proprietorship __ Not-for-profit corporation
I | General partnership (Is the not-for-profit corporation also a 501(c)(3))?
| | Limited partnership | |Yes _\ No
[ | Trust ___ Other (please specify)


2. For legal entities, the state (or foreign country) of incorporation or organization, if applicable:

Delaware

3. For legal entities not organized in the State of Illinois: Has the organization registered to do business in the State of Illinois as a foreign entity?

m Yes []No _ Organized in Illinois

B. IF THE DISCLOSING PARTY IS A LEGAL ENTITY:

1. List below the full names and titles, if applicable, of: (i) all executive officers and all directors of the entity; (ii) for not-for-profit corporations, all members, if any, which are legal entities (if there are no such members, write "no members which are legal entities"); (iii) for trusts, estates or other similar entities, the trustee, executor, administrator, or similarly situated party; (iv) for general or limited partnerships, limited liability companies, limited liability partnerships or joint ventures, each general partner, managing member, manager or any other person or legal entity that directly or indirectly controls the day-to-day management of the Applicant.

NOTE: Each legal entity listed below must submit an EDS on its own behalf.
Name
Roger Fordyce
Jordi Martin-Consuegra
Adrian Bartella

Title
President William Wolf Senior Vice President

Executive Vice President
Chief Financial Officer
Adam Ratner Senior Vice President, General Counsel, Secretary & Chief Compliance Officer
2. Please provide the following information concerning each person or legal entity having a direct or indirect, current or prospective (i.e. within 6 months after City action) beneficial interest (including ownership) in excess of 7.5% of the Applicant. Examples of such an interest include shares in a corporation, partnership interest in a partnership or joint venture, interest of a member or manager in a


Ver.2018-1 Page 2 of 15

limited liability company, or interest of a beneficiary of a trust, estate or other similar entity. If none, state "None."
NOTE: Each legal entity listed below may be required to submit an EDS on its own behalf.
Name Business Address Percentage Interest in the Applicant
Hudson Group (HG) Inc One Meadowlands Plaza, East Rutherford, NJ 07073 100%





SECTION III - INCOME OR COMPENSATION TO, OR OWNERSHIP BY, CITY ELECTED OFFICIALS

Has the Disclosing Party provided any income or compensation to any City elected official during the
12-month period preceding the date of this EDS? __ Yes _T\ No

Does the Disclosing Party reasonably expect to provide any income or compensation to any City
elected official during the 12-month period following the date of this EDS? __ Yes \[7] No

If "yes" to either ofthe above, please identify below the name(s) of such City elected official(s) and describe such income or compensation:



Does any City elected official or, to the best of the Disclosing Party's knowledge after reasonable
inquiry, any City elected official's spouse or domestic partner, have a financial interest (as defined in
Chapter 2-156 of the Municipal Code of Chicago ("MCC")) in the Disclosing Party?
? Yes __ No

If "yes," please identify below the name(s) of such City elected official(s) and/or spouse(s)/domestic partner(s) and describe the financial interest(s).



SECTION IV ~ DISCLOSURE OF SUBCONTRACTORS AND OTHER RETAINED PARTIES

The Disclosing Party must disclose the name and business address of each subcontractor, attorney, lobbyist (as defined in MCC Chapter 2-156), accountant, consultant and any other person or entity whom the Disclosing Party has retained or expects to retain in connection with the Matter, as well as the nature of the relationship, and the total amount of the fees paid or estimated to be paid. The Disclosing Party is not required to disclose employees who are paid solely through the Disclosing Party's regular payroll. If the Disclosing Party is uncertain whether a disclosure is required under this Section, the Disclosing Party must either ask the City whether disclosure is required or make the disclosure.

Page 3 of 15




i
Name (indicate whether Business Relationship to Disclosing Party Fees (indicate whether
retained or anticipated Address (subcontractor, attorney, paid or estimated.) NOTE:
to be retained) lobbyist, etc.) "hourly rate" or "t.b.d." is
not an acceptable response.
Jeff F. Dunn, Esq / Cozen O'Connor 123 N Wacker Drive, Chicago, IL 60606 Lobbyist $4,000.00 per month




(Add sheets if necessary)
I I Check here ifthe Disclosing Party has not retained, nor expects to retain, any such persons or entities. SECTION V - CERTIFICATIONS
COURT-ORDERED CHILD SUPPORT COMPLIANCE

Under MCC Section 2-92-415, substantial owners of business entities that contract with the City must remain in compliance with their child support obligations throughout the contract's term.

Has any person who directly or indirectly owns 10% or more of the Disclosing Party been declared in arrearage on any child support obligations by any Illinois court of competent jurisdiction?

? Yes [/] No ?No person directly or indirectly owns 10% or more ofthe Disclosing Party.

If "Yes," has the person entered into a court-approved agreement for payment of all support owed and is the person in compliance with that agreement?

d Yes O No
FURTHER CERTIFICATIONS

[This paragraph 1 applies only ifthe Matter is a contract being handled by the City's Department of Procurement Services.] In the 5-year period preceding the date of this EDS, neither the Disclosing Party nor any Affiliated Entity [see definition in (5) below] has engaged, in connection with the performance of any public contract, the services of an integrity monitor, independent private sector inspector general, or integrity compliance consultant (i.e., an individual or entity with legal, auditing, investigative, or other similar skills, designated by a public agency to help the agency monitor the activity of specified agency vendors as well as help the vendors reform their business practices so they can be considered for agency contracts in the future, or continue with a contract in progress).
The Disclosing Party and its Affiliated Entities are not delinquent in the payment of any fine, fee, tax or other source of indebtedness owed to the City of Chicago, including, but not limited to, water and sewer charges, license fees, parking tickets, property taxes and sales taxes, nor is the Disclosing Party delinquent in the payment of any tax administered by the Illinois Department of Revenue.


Ver.2018-1 Page 4 of 15

The Disclosing Party and, if the Disclosing Party is a legal entity, all of those persons or entities identified in Section 11(B)(1) of this EDS:

are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from any transactions by any federal, state or local unit of government;
have not, during the 5 years before the date of this EDS, been convicted of a criminal offense, adjudged guilty, or had a civil judgment rendered against them in connection with: obtaining, attempting to obtain, or performing a public (federal, state or local) transaction or contract under a public transaction; a violation of federal or state antitrust statutes; fraud; embezzlement; theft; forgery; bribery; falsification or destruction of records; making false statements; or receiving stolen property;
are not presently indicted for, or criminally or civilly charged by, a governmental entity (federal, state or local) with committing any of the offenses set forth in subparagraph (b) above;
have not, during the 5 years before the date of this EDS, had one or more public transactions (federal, state or local) terminated for cause or default; and
have not, during the 5 years before the date of this EDS, been convicted, adjudged guilty, or found liable in a civil proceeding, or in any criminal or civil action, including actions concerning environmental violations, instituted by the City or by the federal government, any state, or any other un i t p f local government.
The Disclosing Party understands and shall comply with the applicable requirements of MCC Chapters 2-56 (Inspector General) and 2-156 (Governmental Ethics).
Certifications (5), (6) and (7) concern:

the Disclosing Party;
any "Contractor" (meaning any contractor or subcontractor used by the Disclosing Party in connection with the Matter, including but not limited to all persons or legal entities disclosed under Section IV, "Disclosure of Subcontractors and Other Retained Parties");
any "Affiliated Entity" (meaning a person or entity that, directly or indirectly: controls the Disclosing Party, is controlled by the Disclosing Party, or is, with the Disclosing Party, under common control of another person or entity). Indicia of control include, without limitation: interlocking management or ownership; identity of interests among family members, shared facilities and equipment; common use of employees; or organization of a business entity following the ineligibility of a business entity to do business with federal or state or local government, including the City, using substantially the same management, ownership, or principals as the ineligible entity. With respect to Contractors, the term Affiliated Entity means a person or entity that directly or indirectly controls the Contractor, is controlled by it, or, with the Contractor, is under common control of another person or entity;
any responsible official of the Disclosing Party, any Contractor or any Affiliated Entity or any other official, agent or employee ofthe Disclosing Party, any Contractor or any Affiliated Entity, acting pursuant to the direction or authorization of a responsible official of the Disclosing Party, any Contractor or any Affiliated Entity (collectively "Agents").

Ver.2018-1 Page 5 of 15




i
Neither the Disclosing Party, nor any Contractor, nor any Affiliated Entity of either the Disclosing Party or any Contractor, nor any Agents have, during the 5 years before the date of this EDS, or, with respect to a Contractor, an Affiliated Entity, or an Affiliated Entity of a Contractor during the 5 years before the date of such Contractor's or Affiliated Entity's contract or engagement in connection with the Matter:
bribed or attempted to bribe, or been convicted or adjudged guilty of bribery or attempting to bribe, a public officer or employee ofthe City, the State of Illinois, or any agency ofthe federal government or of any state or local government in the United States of America, in that officer's or employee's official capacity;
agreed or colluded with other bidders or prospective bidders, or been a party to any such agreement, or been convicted or adjudged guilty of agreement or collusion among bidders or prospective bidders, in restraint of freedom of competition by agreement to bid a fixed price or otherwise; or
made an admission of such conduct described in subparagraph (a) or (b) above that is a matter of record, but have not been prosecuted for such conduct; or
violated the provisions referenced in MCC Subsection 2-92-320(a)(4)(Contracts Requiring a Base Wage); (a)(5)(Debarment Regulations); or (a)(6)(Minimum Wage Ordinance).

Neither the Disclosing Party, nor any Affiliated Entity or Contractor, or any of their employees, officials, agents or partners, is barred from contracting with any unit of state or local government as a result of engaging in or being convicted of (1) bid-rigging in violation of 720 ILCS 5/33E-3; (2) bid-rotating in violation of 720 ILCS 5/33E-4; or (3) any similar offense of any state or of the United States of America that contains the same elements as the offense of bid-rigging or bid-rotating.
Neither the Disclosing Party nor any Affiliated Entity is listed on a Sanctions List maintained by the United States Department of Commerce, State, or Treasury, or any successor federal agency.
[FOR APPLICANT ONLY] (i) Neither the Applicant nor any "controlling person" [see MCC Chapter 1-23, Article I for applicability and defined terms] of the Applicant is currently indicted or charged with, or has admitted guilt of, or has ever been convicted of, or placed under supervision for, any criminal offense involving actual, attempted, or conspiracy to commit bribery, theft, fraud, forgery, perjury, dishonesty or deceit against an officer or employee ofthe City or any "sister agency"; and (ii) the Applicant understands and acknowledges that compliance with Article I is a continuing requirement for doing business with the City. NOTE: If MCC Chapter 1-23, Article I applies to the Applicant, that Article's permanent compliance timeframe supersedes 5-year compliance timeframes in this Section V.
[FOR APPLICANT ONLY] The Applicant and its Affiliated Entities will not use, nor permit their subcontractors to use, any facility listed as having an active exclusion by the U.S. EPA on the federal System for Award Management ("SAM").

10. [FOR APPLICANT ONLY] The Applicant will obtain from any contractors/subcontractors hired
or to be hired in connection with the Matter certifications equal in form and substance to those in
Certifications (2) and (9) above and will not, without the prior written consent of the City, use any such
Ver.2018-1 Page 6 of 15

contractor/subcontractor that does not provide such certifications or that the Applicant has reason to believe has not provided or cannot provide truthful certifications.

11. If the Disclosing Party is unable to certify to any ofthe above statements in this Part B (Further Certifications), the Disclosing Party must explain below:
None




If the letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.

12. To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all current employees of the Disclosing Party who were, at any time during the 12-month period preceding the date of this EDS, an employee, or elected or appointed official, of the City of Chicago (if none, indicate with "N/A" or "none").
None



13. To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all gifts that the Disclosing Party has given or caused to be given, at any time during the 12-month period preceding the execution date of this EDS, to an employee, or elected or appointed official, of the City of Chicago. For purposes of this statement, a "gift" does not include: (i) anything made generally available to City employees or to the general public, or (ii) food or drink provided in the course of official City business and having a retail value of less than $25 per recipient, or (iii) a political contribution otherwise duly reported as required by law (if none, indicate with "N/A" or "none"). As to any gift listed below, please also list the name ofthe City recipient.
None



C. CERTIFICATION OF STATUS AS FINANCIAL INSTITUTION
The Disclosing Party certifies that the Disclosing Party (check one)
I 1 is [71 is not
a "financial institution" as defined in MCC Section 2-32-455(b).
If the Disclosing Party IS a financial institution, then the Disclosing Party pledges:
"We are not and will not become a predatory lender as defined in MCC Chapter 2-32. We further pledge that none of our affiliates is, and none of them will become, a predatory lender as defined in MCC Chapter 2-32. We understand that becoming a predatory lender or becoming an affiliate of a predatory lender may result in the loss of the privilege of doing business with the City."

Ver.2018-1 Page 7 of 15




i
If the Disclosing Party is unable to make this pledge because it or any of its affiliates (as defined in MCC Section 2-32-455(b)) is a predatory lender within the meaning of MCC Chapter 2-32, explain here (attach additional pages if necessary):




Ifthe letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.

D. CERTIFICATION REGARDING FINANCIAL INTEREST IN CITY BUSINESS

Any words or terms defined in MCC Chapter 2-156 have the same meanings if used in this Part D.
In accordance with MCC Section 2-156-110: To the best ofthe Disclosing Party's knowledge after reasonable inquiry, does any official or employee of the City have a financial interest in his or her own name or in the name of any other person or entity in the Matter?

Yes [7J No

NOTE: If you checked "Yes" to Item D(l), proceed to Items D(2) and D(3). If you checked "No" to Item D(l), skip Items D(2) and D(3) and proceed to Part E.
Unless sold pursuant to a process of competitive bidding, or otherwise permitted, no City elected official or employee shall have a financial interest in his or her own name or in the name of any other person or entity in the purchase of any property that (i) belongs to the City, or (ii) is sold for taxes or assessments, or (iii) is sold by virtue of legal process at the suit of the City (collectively, "City Property Sale"). Compensation for property taken pursuant to the City's eminent domain power does not constitute a financial interest within the meaning of this Part D.

Does the Matter involve a City Property Sale?
Yes ? No
If you checked "Yes" to Item D(l), provide the names and business addresses of the City officials or employees having such financial interest and identify the nature of the financial interest:

Name Business Address Nature of Financial Interest






4. The Disclosing Party further certifies that no prohibited financial interest in the Matter will be acquired by any City official or employee.

Ver.2018-1 Page 8 of 15

E. CERTIFICATION REGARDING SLAVERY ERA BUSINESS

Please check either (1) or (2) below. If the Disclosing Party checks (2), the Disclosing Party must disclose below or in an attachment to this EDS all information required by (2). Failure to comply with these disclosure requirements may make any contract entered into with the City in connection with the Matter voidable by the City.

1. The Disclosing Party verifies that the Disclosing Party has searched any and all records of
the Disclosing Party and any and all predecessor entities regarding records of investments or profits from slavery or slaveholder insurance policies during the slavery era (including insurance policies issued to slaveholders that provided coverage for damage to or injury or death of their slaves), and the Disclosing Party has found no such records.

2. The Disclosing Party verifies that, as a result of conducting the search in step (1) above, the
Disclosing Party has found records of investments or profits from slavery or slaveholder insurance policies. The Disclosing Party verifies that the following constitutes full disclosure of all such records, including the names of any and all slaves or slaveholders described in those records:






SECTION VI - CERTIFICATIONS FOR FEDERALLY FUNDED MATTERS

NOTE: If the Matter is federally funded, complete this Section VI. If the Matter is not federally funded, proceed to Section VII. For purposes of this Section VI, tax credits allocated by the City and proceeds of debt obligations ofthe City are not federal funding.

A. CERTIFICATION REGARDING LOBBYING

1. List below the names of all persons or entities registered under the federal Lobbying Disclosure Act of 1995, as amended, who have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter: (Add sheets if necessary):




(If no explanation appears or begins on the lines above, or if the letters "NA" or if the word "None" appear, it will be conclusively presumed that the Disclosing Party means that NO persons or entities registered under the Lobbying Disclosure Act of 1995, as amended, have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter.)

2. The Disclosing Party has not spent and will not expend any federally appropriated funds to pay
any person or entity listed in paragraph A(l) above for his or her lobbying activities or to pay any
person or entity to influence or attempt to influence an officer or employee of any agency, as defined
by applicable federal law, a member of Congress, an officer or employee of Congress, or an employee
Ver.2018-1 Page 9 of 15

of a member of Congress, in connection with the award of any federally funded contract, making any federally funded grant or loan, entering into any cooperative agreement, or to extend, continue, renew, amend, or modify any federally funded contract, grant, loan, or cooperative agreement.
The Disclosing Party will submit an updated certification at the end of each calendar quarter in which there occurs any event that materially affects the accuracy of the statements and information set forth in paragraphs A(l) and A(2) above.
The Disclosing Party certifies that either: (i) it is not an organization described in section 501(c)(4) ofthe Internal Revenue Code of 1986; or (ii) it is an organization described in section 501(c)(4) ofthe Internal Revenue Code of 1986 but has not engaged and will not engage in "Lobbying Activities," as that term is defined in the Lobbying Disclosure Act of 1995, as amended.
If the Disclosing Party is the Applicant, the Disclosing Party must obtain certifications equal in form and substance to paragraphs A(l) through A(4) above from all subcontractors before it awards any subcontract and the Disclosing Party must maintain all such subcontractors' certifications for the duration of the Matter and must make such certifications promptly available to the City upon request.

B. CERTIFICATION REGARDING EQUAL EMPLOYMENT OPPORTUNITY

If the Matter is federally funded, federal regulations require the Applicant and all proposed subcontractors to submit the following information with their bids or in writing at the outset of negotiations.

Is the Disclosing Party the Applicant?
Yes O No

If "Yes," answer the three questions below:
Have you developed and do you have on file affirmative action programs pursuant to applicable federal regulations? (See 41 CFR Part 60-2.)
Yes ? No
Have you filed with the Joint Reporting Committee, the Director of the Office of Federal Contract Compliance Programs, or the Equal Employment Opportunity Commission all reports due under the applicable filing requirements?
| | Yes _\ No _ Reports not required
Have you participated in any previous contracts or subcontracts subject to the equal opportunity clause?
Yes ? No

If you checked "No" to question (1) or (2) above, please provide an explanation:




Ver.2018-1 Page 10 of 15

SECTION VII - FURTHER ACKNOWLEDGMENTS AND CERTIFICATION

The Disclosing Party understands and agrees that:
The certifications, disclosures, and acknowledgments contained in this EDS will become part of any contract or other agreement between the Applicant and the City in connection with the Matter, whether procurement, City assistance, or other City action, and are material inducements to the City's execution of any contract or taking other action with respect to the Matter. The Disclosing Party understands that it must comply with all statutes, ordinances, and regulations on which this EDS is based.
The City's Governmental Ethics Ordinance, MCC Chapter 2-156, imposes certain duties and obligations on persons or entities seeking City contracts, work, business, or transactions. The full text of this ordinance and a training program is available on line at www.cityofchicago.org/Ethics , and may also be obtained from the City's Board of Ethics, 740 N. Sedgwick St., Suite 500, Chicago, IL 60610, (312) 744-9660. The Disclosing Party must comply fully with this ordinance.
If the City determines that any information provided in this EDS is false, incomplete or inaccurate, any contract or other agreement in connection with which it is submitted may be rescinded or be void or voidable, and the City may pursue any remedies under the contract or agreement (if not rescinded or void), at law, or in equity, including terminating the Disclosing Party's participation in the Matter and/or declining to allow the Disclosing Party to participate in other City transactions. Remedies at law for a false statement of material fact may include incarceration and an award to the City of treble damages.
It is the City's policy to make this document available to the public on its Internet site and/or upon request. Some or all ofthe information provided in, and appended to, this EDS may be made publicly available on the Internet, in response to a Freedom of Information Act request, or otherwise. By completing and signing this EDS, the Disclosing Party waives and releases any possible rights or claims which it may have against the City in connection with the public release of information contained in this EDS and also authorizes the City to verify the accuracy of any information submitted in this EDS.
The information provided in this EDS must be kept current. In the event of changes, the Disclosing Party must supplement this EDS up to the time the City takes action on the Matter. Ifthe Matter is a contract being handled by the City's Department of Procurement Services, the Disclosing Party must update this EDS as the contract requires. NOTE: With respect to Matters subject to MCC Chapter 1-23, Article I (imposing PERMANENT INELIGIBILITY for certain specified offenses), the information provided herein regarding eligibility must be kept current for a longer period, as required by MCC Chapter 1-23 and Section 2-154-020.








Ver.2018-1 Page 11 of 15




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CERTIFICATION

Under penalty of perjury, the person signing below: (1) warrants that he/she is authorized to execute this EDS, and all applicable Appendices, on behalf of the Disclosing Party, and (2) warrants that all certifications and statements contained in this EDS, and all applicable Appendices, are true, accurate and complete as of the date furnished to the City.

Hudson Group (HG) Retail, LLC
(Print or type exact legal name of Disclosing Party)

By: _____
(Sign here)
Adam Ratner
(Print or type name of person signing)
SVP, General Counsel, Secretary and Chief Compliance Officer
(Print or type title of person signing)

to before me on (date)
ew Jersey


July 12, 2021
OtQto)
JEANEDRA BIGGER
NGWAftr PUBLIC
STAn:OFNtWJf*SEY
MY EXPIRESaetll. 2023
10/11/2023



















Page 12 of 15

CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX A

FAMILIAL RELATIONSHIPS WITH ELECTED CITY OFFICIALS AND DEPARTMENT HEADS

This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5%. It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.

Under MCC Section 2-154-015, the Disclosing Party must disclose whether such Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently has a "familial relationship" with any elected city official or department head. A "familial relationship" exists if, as of the date this EDS is signed, the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof is related to the mayor, any alderman, the city clerk, the city treasurer or any city department head as spouse or domestic partner or as any of the following, whether by blood or adoption: parent, child, brother or sister, aunt or uncle, niece or nephew, grandparent, grandchild, father-in-law, mother-in-law, son-in-law, daughter-in-law, stepfather or stepmother, stepson or stepdaughter, stepbrother or stepsister or half-brother or half-sister.

"Applicable Party" means (1) all executive officers of the Disclosing Party listed in Section II.B.l.a., if the Disclosing Party is a corporation; all partners of the Disclosing Party, if the Disclosing Party is a general partnership; all general partners and limited partners of the Disclosing Party, ifthe Disclosing Party is a limited partnership; all managers, managing members and members ofthe Disclosing Party, ifthe Disclosing Party is a limited liability company; (2) all principal officers ofthe Disclosing Party; and (3) any person having more than a 7.5% ownership interest in the Disclosing Party. "Principal officers" means the president, chief operating officer, executive director, chief financial officer, treasurer or secretary of a legal entity or any person exercising similar authority.

Does the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently have a "familial relationship" with an elected city official or department head?

? Yes

If yes, please identify below (1) the name and title of such person, (2) the name ofthe legal entity to which such person is connected; (3) the name and title of the elected city official or department head to whom such person has a familial relationship, and (4) the precise nature of such familial relationship.









Page 13 of 15




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CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX B

BUILDING CODE SCOFFLAW/PROBLEM LANDLORD CERTIFICATION

This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5% (an "Owner"). It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Pursuant to MCC Section 2-154-010, is the Applicant or any Owner identified as a building code scofflaw or problem landlord pursuant to MCC Section 2-92-416?

? Yes f/J No
If the Applicant is a legal entity publicly traded on any exchange, is any officer or director of the Applicant identified as a building code scofflaw or problem landlord pursuant to MCC Section 2-92-416?

QYes fJNo [/] The Applicant is not publicly traded on any exchange.


3. If yes to (1) or (2) above, please identify below the name of each person or legal entity identified as a building code scofflaw or problem landlord and the address of each building or buildings to which the pertinent code violations apply.

























Page 14 of 15




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CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX C

PROHIBITION ON WAGE & SALARY HISTORY SCREENING - CERTIFICATION

This Appendix is to be completed only by an Applicant that is completing this EDS as a "contractor" as defined in MCC Section 2-92-385. That section, which should be consulted (www.amlegal.com ), generally covers a party to any agreement pursuant to which they: (i) receive City of Chicago funds in consideration for services, work or goods provided (including for legal or other professional services), or (ii) pay the City money for a license, grant or concession allowing them to conduct a business on City premises.

On behalf of an Applicant that is a contractor pursuant to MCC Section 2-92-385,1 hereby certify that the Applicant is in compliance with MCC Section 2-92-385(b)(l) and (2), which prohibit: (i) screening job applicants based on their wage or salary history, or (ii) seeking job applicants' wage or salary history from current or former employers. I also certify that the Applicant has adopted a policy that includes those prohibitions.
Yes
No
N/A -1 am not an Applicant that is a "contractor" as defined in MCC Section 2-92-385. This certification shall serve as the affidavit required by MCC Section 2-92-385(c)(l).
If you checked "no" to the above, please explain.





















Page 15 of 15

CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT

SECTION I - GENERAL INFORMATION
Legal name ofthe Disclosing Party submitting this EDS. Include d/b/a/ if applicable:
Dufry Americas Holding, Inc.

Check ONE of the following three boxes:

Indicate whether the Disclosing Party submitting this EDS is:
__ the Applicant
OR
[7J a legal entity currently holding, or anticipated to hold within six months after City action on the contract, transaction or other undertaking to which this EDS pertains (referred to below as the "Matter"), a direct or indirect interest in excess of 7.5% in the Applicant. State the Applicant's legal name: hg ord tech retail jv
OR
_\ a legal entity with a direct or indirect right of control ofthe Applicant (see Section 11(B)(1)) State the legal name of the entity in which the Disclosing Party holds a right of control:

_ _ . f , ^. , . n One Meadowlands Plaza, 11th Floor
Business address of the Disclosing Party:
East Rutherford, NJ 07073

/-< x i V, 201-528-2534,, 201-939-4910 c aratner@hudsongroup.com
Telephone: Fax: Email:
x, KT f t . Adam Ratner
Name of contact person:
26-4444402
E. Federal Employer Identification No. (if you have one):

F. Brief description ofthe Matter to which this EDS pertains. (Include project number and location of property, if applicable):
ORD Automated Self-Checkout Micro Marts RFP.

G. Which City agency or department is requesting this EDS?

Ifthe Matter is a contract being handled by the City's Department of Procurement Services, please complete the following:

Specification # and Contract #
Ver.2018-1 Page 1 of 15



|10
10|SECTION II - DISCLOSURE OF OWNERSHIP INTERESTS
A. NATURE OF THE DISCLOSING PARTY

1. Indicate the nature of the Disclosing Party: | | Person
I | Publicly registered business corporation [71 Privately held business corporation r~] Sole proprietorship



Limited liability company Limited liability partnership Joint venture
Not-for-profit corporation

2. For legal entities, the state (or foreign country) of incorporation or organization, if applicable:

Delaware

3: For legal entities not organized in the State of Illinois: Has the organization registered to do business in the State of Illinois as a foreign entity?

| 1 Yes f/J No _ Organized in Illinois

B. IF THE DISCLOSING PARTY IS A LEGAL ENTITY:

1. List below the full names and titles, if applicable, of: (i) all executive officers and all directors of
the entity; (ii) for not-for-profit corporations, all members, if any, which are legal entities (if there
are no such members, write "no members which are legal entities"); (iii) for trusts, estates or other
similar entities, the trustee, executor, administrator, or similarly situated party; (iv) for general or
limited partnerships, limited liability companies, limited liability partnerships or joint ventures,
each general partner, managing member, manager or any other person or legal entity that directly or
indirectly controls the day-to-day management ofthe Applicant.

NOTE: Each legal entity listed below must submit an EDS on its own behalf.

Name Title
Julian Diaz Director and Officer
Jordi Martin-Consuegra Officer
Jose Antonio Gea Director and Officer
Yves Gerster Director and Officer
2. Please provide the following information concerning each person or legal entity having a direct or
indirect, current or prospective (i.e. within 6 months after City action) beneficial interest (including
ownership) in excess of 7.5% of the Applicant. Examples of such an interest include shares in a
corporation, partnership interest in a partnership or joint venture, interest of a member or manager in a

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limited liability company, or interest of a beneficiary of a trust, estate or other similar entity. If none, state "None."
NOTE: Each legal entity listed below may be required to submit an EDS on its own behalf.
Name Business Address Percentage Interest in the Applicant
Hudson Ltd. One Meadowlands Plaza, East Rutherford, NJ 07073 100%





SECTION III -- INCOME OR COMPENSATION TO, OR OWNERSHIP BY, CITY ELECTED OFFICIALS

Has the Disclosing Party provided any income or compensation to any City elected official during the
12-month period preceding the date of this EDS? __ Yes [7] No

Does the Disclosing Party reasonably expect to provide any income or compensation to any City elected official during the 12-month period following the date of this EDS? __ Yes |7]No

If "yes" to either of the above, please identify below the name(s) of such City elected official(s) and describe such income or compensation:



Does any City elected official or, to the best of the Disclosing Party's knowledge after reasonable
inquiry, any City elected official's spouse or domestic partner, have a financial interest (as defined in
Chapter 2-156 ofthe Municipal Code of Chicago ("MCC")) in the Disclosing Party?
? Yes _7\ No

If "yes," please identify below the name(s) of such City elected official(s) and/or spouse(s)/domestic partner(s) and describe the financial interest(s).



SECTION IV - DISCLOSURE OF SUBCONTRACTORS AND OTHER RETAINED PARTIES

The Disclosing Party must disclose the name and business address of each subcontractor, attorney, lobbyist (as defined in MCC Chapter 2-156), accountant, consultant and any other person or entity whom the Disclosing Party has retained or expects to retain in connection with the Matter, as well as the nature ofthe relationship, and the total amount of the fees paid or estimated to be paid. The Disclosing Party is not required to disclose employees who are paid solely through the Disclosing Party's regular payroll. Ifthe Disclosing Party is uncertain whether a disclosure is required under this Section, the Disclosing Party must either ask the City whether disclosure is required or make the disclosure.

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Name (indicate whether Business retained or anticipated Address to be retained)
Relationship to Disclosing Party (subcontractor, attorney, lobbyist, etc.)
Fees (indicate whether paid or estimated.) NOTE: "hourly rate" or "t.b.d." is
not an acceptable response.




(Add sheets if necessary)
[71 Check here if the Disclosing Party has not retained, nor expects to retain, any such persons or entities. SECTION V - CERTIFICATIONS
COURT-ORDERED CHILD SUPPORT COMPLIANCE

Under MCC Section 2-92-415, substantial owners of business entities that contract with the City must remain in compliance with their child support obligations throughout the contract's term.

Has any person who directly or indirectly owns 10% or more of the Disclosing Party been declared in arrearage on any child support obligations by any Illinois court of competent jurisdiction?

? Yes ?No f/jNo person directly or indirectly owns 10% or more of the Disclosing Party.

If "Yes," has the person entered into a court-approved agreement for payment of all support owed and is the person in compliance with that agreement?

Q Yes ? No
FURTHER CERTIFICATIONS

[This paragraph 1 applies only if the Matter is a contract being handled by the City's Department of Procurement Services.] In the 5-year period preceding the date of this EDS, neither the Disclosing Party nor any Affiliated Entity [see definition in (5) below] has engaged, in connection with the performance of any public contract, the services of an integrity monitor, independent private sector inspector general, or integrity compliance consultant (i.e., an individual or entity with legal, auditing, investigative, or other similar skills, designated by a public agency to help the agency monitor the activity of specified agency vendors as well as help the vendors reform their business practices so they can be considered for agency contracts in the future, or continue with a contract in progress).
The Disclosing Party and its Affiliated Entities are not delinquent in the payment of any fine, fee, tax or other source of indebtedness owed to the City of Chicago, including, but not limited to, water and sewer charges, license fees, parking tickets, property taxes and sales taxes, nor is the Disclosing Party delinquent in the payment of any tax administered by the Illinois Department of Revenue.


Page 4 of 15




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The Disclosing Party and, if the Disclosing Party is a legal entity, all of those persons or entities identified in Section 11(B)(1) of this EDS:

are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from any transactions by any federal, state or local unit of government;
have not, during the 5 years before the date of this EDS, been convicted of a criminal offense, adjudged guilty, or had a civil judgment rendered against them in connection with: obtaining, attempting to obtain, or performing a public (federal, state or local) transaction or contract under a public transaction; a violation of federal or state antitrust statutes; fraud; embezzlement; theft; forgery; bribery; falsification or destruction of records; making false statements; or receiving stolen property;
are not presently indicted for, or criminally or civilly charged by, a governmental entity (federal, state or local) with committing any ofthe offenses set forth in subparagraph (b) above;
have not, during the 5 years before the date of this EDS, had one or more public transactions (federal, state or local) terminated for cause or default; and
have not, during the 5 years before the date of this EDS, been convicted, adjudged guilty, or found liable in a civil proceeding, or in any criminal or civil action, including actions concerning environmental violations, instituted by the City or by the federal government, any state, or any other unit of local government.
The Disclosing Party understands and shall comply with the applicable requirements of MCC Chapters 2-56 (Inspector General) and 2-156 (Governmental Ethics).
Certifications (5), (6) and (7) concern:

the Disclosing Party;
any "Contractor" (meaning any contractor or subcontractor used by the Disclosing Party in connection with the Matter, including but not limited to all persons or legal entities disclosed under Section IV, "Disclosure of Subcontractors and Other Retained Parties");
any "Affiliated Entity" (meaning a person or entity that, directly or indirectly: controls the Disclosing Party, is controlled by the Disclosing Party, or is, with the Disclosing Party, under common control of another person or entity). Indicia of control include, without limitation: interlocking management or ownership; identity of interests among family members, shared facilities and equipment; common use of employees; or organization of a business entity following the ineligibility of a business entity to do business with federal or state or local government, including the City, using substantially the same management, ownership, or principals as the ineligible entity. With respect to Contractors, the term Affiliated Entity means a person or entity that directly or indirectly controls the Contractor, is controlled by it, or, with the Contractor, is under common control of another person or entity;
any responsible official of the Disclosing Party, any Contractor or any Affiliated Entity or any other official, agent or employee ofthe Disclosing Party, any Contractor or any Affiliated Entity, acting pursuant to the direction or authorization of a responsible official of the Disclosing Party, any Contractor or any Affiliated Entity (collectively "Agents").

Page 5 of 15

Neither the Disclosing Party, nor any Contractor, nor any Affiliated Entity of either the Disclosing Party or any Contractor, nor any Agents have, during the 5 years before the date of this EDS, or, with respect to a Contractor, an Affiliated Entity, or an Affiliated Entity of a Contractor during the 5 years before the date of such Contractor's or Affiliated Entity's contract or engagement in connection with the Matter:
bribed or attempted to bribe, or been convicted or adjudged guilty of bribery or attempting to bribe, a public officer or employee of the City, the State of Illinois, or any agency ofthe federal government or of any state or local government in the United States of America, in that officer's or employee's official capacity;
agreed or colluded with other bidders or prospective bidders, or been a party to any such agreement, or been convicted or adjudged guilty of agreement or collusion among bidders or prospective bidders, in restraint of freedom of competition by agreement to bid a fixed price or otherwise; or
made an admission of such conduct described in subparagraph (a) or (b) above that is a matter of record, but have not been prosecuted for such conduct; or
violated the provisions referenced in MCC Subsection 2-92-320(a)(4)(Contracts Requiring a Base Wage); (a)(5)(Debarment Regulations); or (a)(6)(Minimum Wage Ordinance).

Neither the Disclosing Party, nor any Affiliated Entity or Contractor, or any of their employees, officials, agents or partners, is barred from contracting with any unit of state or local government as a result of engaging in or being convicted of (1) bid-rigging in violation of 720 ILCS 5/33E-3; (2) bid-rotating in violation of 720 ILCS 5/33E-4; or (3) any similar offense of any state or of the United States of America that contains the same elements as the offense of bid-rigging or bid-rotating.
Neither the Disclosing Party nor any Affiliated Entity is listed on a Sanctions List maintained by the United States Department of Commerce, State, or Treasury, or any successor federal agency.
[FOR APPLICANT ONLY] (i) Neither the Applicant nor any "controlling person" [see MCC Chapter 1-23, Article I for applicability and defined terms] of the Applicant is currently indicted or charged with, or has admitted guilt of, or has ever been convicted of, or placed under supervision for, any criminal offense involving actual, attempted, or conspiracy to commit bribery, theft, fraud, forgery, perjury, dishonesty or deceit against an officer or employee of the City or any "sister agency"; and (ii) the Applicant understands and acknowledges that compliance with Article I is a continuing requirement for doing business with the City. NOTE: If MCC Chapter 1-23, Article I applies to the Applicant, that Article's permanent compliance timeframe supersedes 5-year compliance timeframes in this Section V.
[FOR APPLICANT ONLY] The Applicant and its Affiliated Entities will not use, nor permit their subcontractors to use, any facility listed as having an active exclusion by the U.S. EPA on the federal System for Award Management ("SAM").

10. [FOR APPLICANT ONLY] The Applicant will obtain from any contractors/subcontractors hired
or to be hired in connection with the Matter certifications equal in form and substance to those in
Certifications (2) and (9) above and will not, without the prior written consent ofthe City, use any such
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contractor/subcontractor that does not provide such certifications or that the Applicant has reason to believe has not provided or cannot provide truthful certifications.

11. If the Disclosing Party is unable to certify to any of the above statements in this Part B (Further Certifications), the Disclosing Party must explain below:
None




If the letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.

12. To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all current employees of the Disclosing Party who were, at any time during the 12-month period preceding the date of this EDS, an employee, or elected or appointed official, ofthe City of Chicago (if none, indicate with "N/A" or "none").
None



13. To the best ofthe Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all gifts that the Disclosing Party has given or caused to be given, at any time during the 12-month period preceding the execution date of this EDS, to an employee, or elected or appointed official, ofthe City of Chicago. For purposes of this statement, a "gift" does not include: (i) anything made generally available to City employees or to the general public, or (ii) food or drink provided in the course of official City business and having a retail value of less than $25 per recipient, or (iii) a political contribution otherwise duly reported as required by law (if none, indicate with "N/A" or "none"). As to any gift listed below, please also list the name of the City recipient.
None



C. CERTIFICATION OF STATUS AS FINANCIAL INSTITUTION
The Disclosing Party certifies that the Disclosing Party (check one)
f | is [71 is not
a "financial institution" as defined in MCC Section 2-32-455(b).
Ifthe Disclosing Party IS a financial institution, then the Disclosing Party pledges:
"We are not and will not become a predatory lender as defined in MCC Chapter 2-32. We further pledge that none of our affiliates is, and none of them will become, a predatory lender as defined in MCC Chapter 2-32. We understand that becoming a predatory lender or becoming an affiliate of a predatory lender may result in the loss ofthe privilege of doing business with the City."

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If the Disclosing Party is unable to make this pledge because it or any of its affiliates (as defined in MCC Section 2-32-455(b)) is a predatory lender within the meaning of MCC Chapter 2-32, explain here (attach additional pages if necessary):




Ifthe letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.

D. CERTIFICATION REGARDING FINANCIAL INTEREST IN CITY BUSINESS

Any words or terms defined in MCC Chapter 2-156 have the same meanings if used in this Part D.
In accordance with MCC Section 2-156-110: To the best ofthe Disclosing Party's knowledge after reasonable inquiry, does any official or employee of the City have a financial interest in his or her own name or in the name of any other person or entity in the Matter?

Yes __ No

NOTE: If you checked "Yes" to Item D(l), proceed to Items D(2) and D(3). If you checked "No" to Item D(l), skip Items D(2) and D(3) and proceed to Part E.
Unless sold pursuant to a process of competitive bidding, or otherwise permitted, no City elected official or employee shall have a financial interest in his or her own name or in the name of any other person or entity in the purchase of any property that (i) belongs to the City, or (ii) is sold for taxes or assessments, or (iii) is sold by virtue of legal process at the suit of the City (collectively, "City Property Sale"). Compensation for property taken pursuant to the City's eminent domain power does not constitute a financial interest within the meaning of this Part D.

Does the Matter involve a City Property Sale?
Yes ? No
If you checked "Yes" to Item D(l), provide the names and business addresses of the City officials or employees having such financial interest and identify the nature of the financial interest:

Name Business Address Nature of Financial Interest






4. The Disclosing Party further certifies that no prohibited financial interest in the Matter will be acquired by any City official or employee.

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E. CERTIFICATION REGARDING SLAVERY ERA BUSINESS

Please check either (1) or (2) below. If the Disclosing Party checks (2), the Disclosing Party must disclose below or in an attachment to this EDS all information required by (2). Failure to comply with these disclosure requirements may make any contract entered into with the City in connection with the Matter voidable by the City.

1. The Disclosing Party verifies that the Disclosing Party has searched any and all records of
the Disclosing Party and any and all predecessor entities regarding records of investments or profits from slavery or slaveholder insurance policies during the slavery era (including insurance policies issued to slaveholders that provided coverage for damage to or injury or death of their slaves), and the Disclosing Party has found no such records.

2. The Disclosing Party verifies that, as a result of conducting the search in step (1) above, the
Disclosing Party has found records of investments or profits from slavery or slaveholder insurance policies. The Disclosing Party verifies that the following constitutes full disclosure of all such records, including the names of any and all slaves or slaveholders described in those records:






SECTION VI - CERTIFICATIONS FOR FEDERALLY FUNDED MATTERS

NOTE: If the Matter is federally funded, complete this Section VI. If the Matter is not federally funded, proceed to Section VII. For purposes of this Section VI, tax credits allocated by the City and proceeds of debt obligations of the City are not federal funding.

A. CERTIFICATION REGARDING LOBBYING

1. List below the names of all persons or entities registered under the federal Lobbying Disclosure Act of 1995, as amended, who have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter: (Add sheets if necessary):




(If no explanation appears or begins on the lines above, or if the letters "NA" or if the word "None" appear, it will be conclusively presumed that the Disclosing Party means that NO persons or entities registered under the Lobbying Disclosure Act of 1995, as amended, have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter.)

2. The Disclosing Party has not spent and will not expend any federally appropriated funds to pay
any person or entity listed in paragraph A(l) above for his or her lobbying activities or to pay any
person or entity to influence or attempt to influence an officer or employee of any agency, as defined
by applicable federal law, a member of Congress, an officer or employee of Congress, or an employee
Ver.2018-1 Page 9 of 15




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of a member of Congress, in connection with the award of any federally funded contract, making any federally funded grant or loan, entering into any cooperative agreement, or to extend, continue, renew, amend, or modify any federally funded contract, grant, loan, or cooperative agreement.
The Disclosing Party will submit an updated certification at the end of each calendar quarter in which there occurs any event that materially affects the accuracy of the statements and information set forth in paragraphs A(l) and A(2) above.
The Disclosing Party certifies that either: (i) it is not an organization described in section 501(c)(4) of the Internal Revenue Code of 1986; or (ii) it is an organization described in section 501(c)(4) ofthe Internal Revenue Code of 1986 but has not engaged and will not engage in "Lobbying Activities," as that term is defined in the Lobbying Disclosure Act of 1995, as amended.
Ifthe Disclosing Party is the Applicant, the Disclosing Party must obtain certifications equal in form and substance to paragraphs A(l) through A(4) above from all subcontractors before it awards any subcontract and the Disclosing Party must maintain all such subcontractors' certifications for the duration of the Matter and must make such certifications promptly available to the City upon request.

B. CERTIFICATION REGARDING EQUAL EMPLOYMENT OPPORTUNITY

Ifthe Matter is federally funded, federal regulations require the Applicant and all proposed subcontractors to submit the following information with their bids or in writing at the outset of negotiations.

Is the Disclosing Party the Applicant?
Yes O No

If "Yes," answer the three questions below:
Have you developed and do you have on file affirmative action programs pursuant to applicable federal regulations? (See 41 CFR Part 60-2.)
Yes ? No
Have you filed with the Joint Reporting Committee, the Director of the Office of Federal Contract Compliance Programs, or the Equal Employment Opportunity Commission all reports due under the applicable filing requirements?
I | Yes EH No _ Reports not required
Have you participated in any previous contracts or subcontracts subject to the equal opportunity clause?
Yes ? No

If you checked "No" to question (1) or (2) above, please provide an explanation:




Ver.2018-1 Page 10 of IS

SECTION VII - FURTHER ACKNOWLEDGMENTS AND CERTIFICATION

The Disclosing Party understands and agrees that:
The certifications, disclosures, and acknowledgments contained in this EDS will become part of any contract or other agreement between the Applicant and the City in connection with the Matter, whether procurement, City assistance, or other City action, and are material inducements to the City's execution of any contract or taking other action with respect to the Matter. The Disclosing Party understands that it must comply with all statutes, ordinances, and regulations on which this EDS is based.
The City's Governmental Ethics Ordinance, MCC Chapter 2-156, imposes certain duties and obligations on persons or entities seeking City contracts, work, business, or transactions. The full text of this ordinance and a training program is available on line at www.citvofchicago.org/Ethics , and may also be obtained from the City's Board of Ethics, 740 N. Sedgwick St., Suite 500, Chicago, IL 60610, (312) 744-9660. The Disclosing Party must comply fully with this ordinance.
Ifthe City determines that any information provided in this EDS is false, incomplete or inaccurate, any contract or other agreement in connection with which it is submitted may be rescinded or be void or voidable, and the City may pursue any remedies under the contract or agreement (if not rescinded or void), at law, or in equity, including terminating the Disclosing Party's participation in the Matter and/or declining to allow the Disclosing Party to participate in other City transactions. Remedies at law for a false statement of material fact may include incarceration and an award to the City of treble damages.
It is the City's policy to make this document available to the public on its Internet site and/or upon request. Some or all ofthe information provided in, and appended to, this EDS may be made publicly available on the Internet, in response to a Freedom of Information Act request, or otherwise. By completing and signing this EDS, the Disclosing Party waives and releases any possible rights or claims which it may have against the City in connection with the public release of information contained in this EDS and also authorizes the City to verify the accuracy of any information submitted in this EDS.
The information provided in this EDS must be kept current. In the event of changes, the Disclosing Party must supplement this EDS up to the time the City takes action on the Matter. If the Matter is a contract being handled by the City's Department of Procurement Services, the Disclosing Party must update this EDS as the contract requires. NOTE: With respect to Matters subject to MCC Chapter 1-23, Article I (imposing PERMANENT INELIGIBILITY for certain specified offenses), the information provided herein regarding eligibility must be kept current for a longer period, as required by MCC Chapter 1-23 and Section 2-154-020.








Ver.2018-1 Page 11 of 15




i
CERTIFICATION

Under penalty of perjury-, the person signing below: (1) warrants that he/she is authorized to execute this EDS, and all applicable Appendices, on behalf of the Disclosing Party, and (2) warrants that all certifications and statements contained in this EDS, and all applicable Appendices, are true, accurate and complete as of the dJk furnished to the City.

Dufryj Americas HoldingTincT
(Print oy typj^tact /eftal^fmmexjf ffisclosu^Party) Sign here)
^ordi Martin-Consuegra
(j|r^ht or type name of person signing)
Officer
(Print or type title of person signing)

»ned and jjworn to before me on (date) -J^ly ^ 2, 2021
latl * /^-Jtv, New Jersey (mtA
Commission expires:
10/11/2023

JEANEDRA BIGGER
NOr/unr public
SlAFt OF NEW JERSEY MY COMMISSION EXP1RLS OCT, 11.2023












Page 12 of 15

•6£the>
BO^RD iPF DIRECTOR"? 'OF

^hcundersi^ricd; beingall the,clirectdris. ^the "DirectQrs'') of Dufry Amends; Tn6:Va cor^fji^tiori organ^ , agr^ that ^ r^oluiJbns sbV
extent and to.naye the same fprce and effept.ias'thpugh addpted;af/a"ferm^ 6jre.ctprs:of ihe^
adopt'bch Resolutions in accordance-with t^
RESOLVED, that Andreas Schneiter be and he is hereby removed as officer ofthe Company;
RESOLVED, that Yves Gerster be and he is hereby appointed as Treasurer ofthe Company as of the date hereof, to hold office until the next annual meeting of the shareholders of the Company or until his respective successor is appointed;
RESOLVED, that the following individuals are hereby confirmed as the officers ofthe Company (the "Officers"):
Julian Diaz
Jordi Martin-Consuegra Yves Gerster
RESOLVED, that each of the Officers, having consented to act as such, be, and, each of them hereby is, appointed to the office set forth above until his or her successor is duly elected and qualified or until his death, resignation or removal.
RESOLVED, that the Officers ofthe Company are hereby authorized to act in the name of the Company, provided that any document or other writing in the name ofthe Company, including but not limited to all (i) filings or submissions to any governmental or regulatory authority and (ii) all agreements entered into by the Company, shall require two signatures consisting of either (A) two Officers, or (B) one Officer together with the signature of an attorney from the Hudson Group Legal Department.
RESOLVED, that the Officers and the members ofthe Legal Department signing such documents and agreements are authorized to use electronic signatures to bind the Company.
f








\ Iff WITNESS Wr^REOFMtfrforegoing resolutions of;AeipJtectpl8''have\been>^ , as of the 9th . day 'of - _ FjWaV y2019:,

CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX A

FAMILIAL RELATIONSHIPS WITH ELECTED CITY OFFICIALS AND DEPARTMENT HEADS

This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5%. It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.

Under MCC Section 2-154-015, the Disclosing Party must disclose whether such Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently has a "familial relationship" with any elected city official or department head. A "familial relationship" exists if, as of the date this EDS is signed, the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof is related to the mayor, any alderman, the city clerk, the city treasurer or any city department head as spouse or domestic partner or as any of the following, whether by blood or adoption: parent, child, brother or sister, aunt or uncle, niece or nephew, grandparent, grandchild, father-in-law, mother-in-law, son-in-law, daughter-in-law, stepfather or stepmother, stepson or stepdaughter, stepbrother or stepsister or half-brother or half-sister.

"Applicable Party" means (1) all executive officers of the Disclosing Party listed in Section II.B.l.a., ifthe Disclosing Party is a corporation; all partners of the Disclosing Party, if the Disclosing Party is a general partnership; all general partners and limited partners of the Disclosing Party, ifthe Disclosing Party is a limited partnership; all managers, managing members and members ofthe Disclosing Party, ifthe Disclosing Party is a limited liability company; (2) all principal officers ofthe Disclosing Party; and (3) any person having more than a 7.5% ownership interest in the Disclosing Party. "Principal officers" means the president, chief operating officer, executive director, chief financial officer, treasurer or secretary of a legal entity or any person exercising similar authority.

Does the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently have a "familial relationship" with an elected city official or department head?

? Yes ? No

If yes, please identify below (1) the name and title of such person, (2) the name ofthe legal entity to which such person is connected; (3) the name and title of the elected city official or department head to whom such person has a familial relationship, and (4) the precise nature of such familial relationship.









Page 13 of 15

CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX B

BUILDING CODE SCOFFLAW/PROBLEM LANDLORD CERTIFICATION

This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5% (an "Owner"). It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Pursuant to MCC Section 2-154-010, is the Applicant or any Owner identified as a building code scofflaw or problem landlord pursuant to MCC Section 2-92-416?

? Yes ? No
If the Applicant is a legal entity publicly traded on any exchange, is any officer or director of the Applicant identified as a building code scofflaw or problem landlord pursuant to MCC Section 2-92-416?

_\ Yes fJNo f-J The Applicant is not publicly traded on any exchange.


3. If yes to (1) or (2) above, please identify below the name of each person or legal entity identified as a building code scofflaw or problem landlord and the address of each building or buildings to which the pertinent code violations apply.

























Page 14 of 15




i
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX C

PROHIBITION ON WAGE & SALARY HISTORY SCREENING - CERTIFICATION

This Appendix is to be completed only by an Applicant that is completing this EDS as a "contractor" as defined in MCC Section 2-92-385. That section, which should be consulted (www.amlegal.com ), generally covers a party to any agreement pursuant to which they: (i) receive City of Chicago funds in consideration for services, work or goods provided (including for legal or other professional services), or (ii) pay the City money for a license, grant or concession allowing them to conduct a business on City premises.

On behalf of an Applicant that is a contractor pursuant to MCC Section 2-92-385,1 hereby certify that the Applicant is in compliance with MCC Section 2-92-385(b)(1) and (2), which prohibit: (i) screening job applicants based on their wage or salary history, or (ii) seeking job applicants' wage or salary history from current or former employers. I also certify that the Applicant has adopted a policy that includes those prohibitions.
Yes
No
I 1 N/A -1 am not an Applicant that is a "contractor" as defined in MCC Section 2-92-385. This certification shall serve as the affidavit required by MCC Section 2-92-385(c)(l). If you checked "no" to the above, please explain.





















Page 15 of 15

CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT

SECTION I - GENERAL INFORMATION
Legal name of the Disclosing Party submitting this EDS. Include d/b/a/ if applicable:
Hudson Group (HG) Inc.

Check ONE of the following three boxes:

Indicate whether the Disclosing Party submitting this EDS is:
| | the Applicant
OR
[/J a legal entity currently holding, or anticipated to hold within six months after City action on the contract, transaction or other undertaking to which this EDS pertains (referred to below as the "Matter"), a direct or indirect interest in excess of 7.5% in the Applicant. State the Applicant's legal name: hgord tech retail jv
OR
_\ a legal entity with a direct or indirect right of control ofthe Applicant (see Section 11(B)(1)) State the legal name of the entity in which the Disclosing Party holds a right of control:

tj rj AA tv i • D . One Meadowlands Plaza, 11th Floor
Business address of the Disclosing Party: '
East Rutherford, NJ 07073
Telephone: 201-528-2534 p„; 201-939-4910 Emai|: ara,ner@hudsongroup.com
Name of contact person: Adam Ratner
E. Federal Employer Identification No. (if you have one): 2(3 1 776066
Brief description of the Matter to which this EDS pertains. (Include project number and location of property, if applicable):
ORD Automated Self-Checkout Micro Marts RFP.
Which City agency or department is requesting this EDS? Department Of Aviation

Ifthe Matter is a contract being handled by the City's Department of Procurement Services, please complete the following:

Specification # and Contract #
Ver.20l8-l Page 1 of 15

SECTION II - DISCLOSURE OF OWNERSHIP INTERESTS
A. NATURE OF THE DISCLOSING PARTY

1. Indicate the nature of the Disclosing Party: | [ Person
I | Publicly registered business corporation f/l Privately held business corporation \~\ Sole proprietorship



Limited liability company Limited liability partnership Joint venture
Not-for-profit corporation

2. For legal entities, the state (or foreign country) of incorporation or organization, if applicable:

Delaware

3. For legal entities not organized in the State of Illinois: Has the organization registered to do business in the State of Illinois as a foreign entity?

[ | Yes _\ No _ Organized in Illinois

B. IF THE DISCLOSING PARTY IS A LEGAL ENTITY:

1. List below the full names and titles, if applicable, of: (i) all executive officers and all directors of the entity; (ii) for not-for-profit corporations, all members, if any, which are legal entities (if there are no such members, write "no members which are legal entities"); (iii) for trusts, estates or other similar entities, the trustee, executor, administrator, or similarly situated party; (iv) for general or limited partnerships, limited liability companies, limited liability partnerships or joint ventures, each general partner, managing member, manager or any other person or legal entity that directly or indirectly controls the day-to-day management of the Applicant.

NOTE: Each legal entity listed below must submit an EDS on its own behalf.

Name Title
See Schedule ll-B-1




2. Please provide the following information concerning each person or legal entity having a direct or indirect, current or prospective (i.e. within 6 months after City action) beneficial interest (including ownership) in excess of 7.5% of the Applicant. Examples of such an interest include shares in a corporation, partnership interest in a partnership or joint venture, interest of a member or manager in a

Ver.20l8-l Page 2 of 15

SCHEDULE II-B-1

HUDSON GROUP (HG) INC.


Roger Fordyce President and Chief Executive Officer
Adrian Bartella Chief Financial Officer
Adam Ratner Senior Vice President, General Counsel,
Secretary and Chief Compliance Officer
Jordi Martin-Consuegra Executive Vice President
William Wolf Senior Vice President, Finance
Julian Diaz Director
Yves Gerster Director











































i
limited liability company, or interest of a beneficiary of a trust, estate or other similar entity. If none, state "None."
NOTE: Each legal entity listed below may be required to submit an EDS on its own behalf.
Name Business Address Percentage Interest in the Applicant
Dufry Americas Holding, Inc. One Meadowlands Plaza, East Rutherford, NJ 07073 100%





SECTION III - INCOME OR COMPENSATION TO, OR OWNERSHIP BY, CITY ELECTED OFFICIALS

Has the Disclosing Party provided any income or compensation to any City elected official during the
12-month period preceding the date of this EDS? ? Yes [7] No

Does the Disclosing Party reasonably expect to provide any income or compensation to any City
elected official during the 12-month period following the date of this EDS? __ Yes HZ] No

If "yes" to either ofthe above, please identify below the name(s) of such City elected official(s) and describe such income or compensation:



Does any City elected official or, to the best ofthe Disclosing Party's knowledge after reasonable inquiry, any City elected official's spouse or domestic partner, have a financial interest (as defined in Chapter 2-156 of the Municipal Code of Chicago ("MCC")) in the Disclosing Party? ? Yes No

If "yes," please identify below the name(s) of such City elected official(s) and/or spouse(s)/domestic partner(s) and describe the financial interest(s).



SECTION IV - DISCLOSURE OF SUBCONTRACTORS AND OTHER RETAINED PARTIES

The Disclosing Party must disclose the name and business address of each subcontractor, attorney, lobbyist (as defined in MCC Chapter 2-156), accountant, consultant and any other person or entity whom the Disclosing Party has retained or expects to retain in connection with the Matter, as well as the nature of the relationship, and the total amount of the fees paid or estimated to be paid. The Disclosing Party is not required to disclose employees who are paid solely through the Disclosing Party's regular payroll. If the Disclosing Party is uncertain whether a disclosure is required under this Section, the Disclosing Party must either ask the City whether disclosure is required or make the disclosure.

Ver.2018-1 Page 3 of 15




i
Name (indicate whether Business Relationship to Disclosing Party Fees (indicate whether
retained or anticipated Address (subcontractor, attorney, paid or estimated.) NOTE:
to be retained) lobbyist, etc.) "hourly rate" or "t.b.d." is
not an acceptable response.




(Add sheets if necessary)
171 Check here if the Disclosing Party has not retained, nor expects to retain, any such persons or entities. SECTION V - CERTIFICATIONS
COURT-ORDERED CHILD SUPPORT COMPLIANCE
Under MCC Section 2-92-415, substantial owners of business entities that contract with the City must remain in compliance with their child support obligations throughout the contract's term.

Has any person who directly or indirectly owns 10% or more of the Disclosing Party been declared in arrearage on any child support obligations by any Illinois court of competent jurisdiction?

? Yes ?No _\ No person directly or indirectly owns 10% or more of the Disclosing Party.

If "Yes," has the person entered into a court-approved agreement for payment of all support owed and is the person in compliance with that agreement?

d Yes Q No
FURTHER CERTIFICATIONS

[This paragraph 1 applies only if the Matter is a contract being handled by the City's Department of Procurement Services.] In the 5-year period preceding the date of this EDS, neither the Disclosing Party nor any Affiliated Entity [see definition in (5) below] has engaged, in connection with the performance of any public contract, the services of an integrity monitor, independent private sector inspector general, or integrity compliance consultant (i.e., an individual or entity with legal, auditing, investigative, or other similar skills, designated by a public agency to help the agency monitor the activity of specified agency vendors as well as help the vendors reform their business practices so they can be considered for agency contracts in the future, or continue with a contract in progress).
The Disclosing Party and its Affiliated Entities are not delinquent in the payment of any fine, fee, tax or other source of indebtedness owed to the City of Chicago, including, but not limited to, water and sewer charges, license fees, parking tickets, property taxes and sales taxes, nor is the Disclosing Party delinquent in the payment of any tax administered by the Illinois Department of Revenue.


Ver.2018-1 Page 4 of 15




i
The Disclosing Party and, if the Disclosing Party is a legal entity, all of those persons or entities identified in Section 11(B)(1) of this EDS:

are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from any transactions by any federal, state or local unit of government;
have not, during the 5 years before the date of this EDS, been convicted of a criminal offense, adjudged guilty, or had a civil judgment rendered against them in connection with: obtaining, attempting to obtain, or performing a public (federal, state or local) transaction or contract under a public transaction; a violation of federal or state antitrust statutes; fraud; embezzlement; theft; forgery; bribery; falsification or destruction of records; making false statements; or receiving stolen property;
are not presently indicted for, or criminally or civilly charged by, a governmental entity (federal, state or local) with committing any of the offenses set forth in subparagraph (b) above;
have not, during the 5 years before the date of this EDS, had one or more public transactions (federal, state or local) terminated for cause or default; and
have not, during the 5 years before the date of this EDS, been convicted, adjudged guilty, or found liable in a civil proceeding, or in any criminal or civil action, including actions concerning environmental violations, instituted by the City or by the federal government, any state, or any other unit of local government.
The Disclosing Party understands and shall comply with the applicable requirements of MCC Chapters 2-56 (Inspector General) and 2-156 (Governmental Ethics).
Certifications (5), (6) and (7) concern:

the Disclosing Party;
any "Contractor" (meaning any contractor or subcontractor used by the Disclosing Party in connection with the Matter, including but not limited to all persons or legal entities disclosed under Section IV, "Disclosure of Subcontractors and Other Retained Parties");
any "Affiliated Entity" (meaning a person or entity that, directly or indirectly: controls the Disclosing Party, is controlled by the Disclosing Party, or is, with the Disclosing Party, under common control of another person or entity). Indicia of control include, without limitation: interlocking management or ownership; identity of interests among family members, shared facilities and equipment; common use of employees; or organization of a business entity following the ineligibility of a business entity to do business with federal or state or local government, including the City, using substantially the same management, ownership, or principals as the ineligible entity. With respect to Contractors, the term Affiliated Entity means a person or entity that directly or indirectly controls the Contractor, is controlled by it, or, with the Contractor, is under common control of another person or entity;
any responsible official of the Disclosing Party, any Contractor or any Affiliated Entity or any other official, agent or employee of the Disclosing Party, any Contractor or any Affiliated Entity, acting pursuant to the direction or authorization of a responsible official of the Disclosing Party, any Contractor or any Affiliated Entity (collectively "Agents").

Ver.2018-1 Page 5 of 15




i
Neither the Disclosing Party, nor any Contractor, nor any Affiliated Entity of either the Disclosing Party or any Contractor, nor any Agents have, during the 5 years before the date of this EDS, or, with respect to a Contractor, an Affiliated Entity, or an Affiliated Entity of a Contractor during the 5 years before the date of such Contractor's or Affiliated Entity's contract or engagement in connection with the Matter:
bribed or attempted to bribe, or been convicted or adjudged guilty of bribery or attempting to bribe, a public officer or employee ofthe City, the State of Illinois, or any agency of the federal government or of any state or local government in the United States of America, in that officer's or employee's official capacity;
agreed or colluded with other bidders or prospective bidders, or been a party to any such agreement, or been convicted or adjudged guilty of agreement or collusion among bidders or prospective bidders, in restraint of freedom of competition by agreement to bid a fixed price or otherwise; or
made an admission of such conduct described in subparagraph (a) or (b) above that is a matter of record, but have not been prosecuted for such conduct; or
violated the provisions referenced in MCC Subsection 2-92-320(a)(4)(Contracts Requiring a Base Wage); (a)(5)(Debarment Regulations); or (a)(6)(Minimum Wage Ordinance).

Neither the Disclosing Party, nor any Affiliated Entity or Contractor, or any of their employees, officials, agents or partners, is barred from contracting with any unit of state or local government as a result of engaging in or being convicted of (1) bid-rigging in violation of 720 ILCS 5/33E-3; (2) bid-rotating in violation of 720 ILCS 5/33E-4; or (3) any similar offense of any state or of the United States of America that contains the same elements as the offense of bid-rigging or bid-rotating.
Neither the Disclosing Party nor any Affiliated Entity is listed on a Sanctions List maintained by the United States Department of Commerce, State, or Treasury, or any successor federal agency.
[FOR APPLICANT ONLY] (i) Neither the Applicant nor any "controlling person" [see MCC Chapter 1-23, Article I for applicability and defined terms] of the Applicant is currently indicted or charged with, or has admitted guilt of, or has ever been convicted of, or placed under supervision for, any criminal offense involving actual, attempted, or conspiracy to commit bribery, theft, fraud, forgery, perjury, dishonesty or deceit against an officer or employee ofthe City or any "sister agency"; and (ii) the Applicant understands and acknowledges that compliance with Article I is a continuing requirement for doing business with the City. NOTE: If MCC Chapter 1-23, Article I applies to the Applicant, that Article's permanent compliance timeframe supersedes 5-year compliance timeframes in this Section V.
[FOR APPLICANT ONLY] The Applicant and its Affiliated Entities will not use, nor permit their subcontractors to use, any facility listed as having an active exclusion by the U.S. EPA on the federal System for Award Management ("SAM").

10. [FOR APPLICANT ONLY] The Applicant will obtain from any contractors/subcontractors hired
or to be hired in connection with the Matter certifications equal in form and substance to those in
Certifications (2) and (9) above and will not, without the prior written consent of the City, use any such
Ver.2018-1 Page 6 of 15




I
contractor/subcontractor that does not provide such certifications or that the Applicant has reason to believe has not provided or cannot provide truthful certifications.

11. Ifthe Disclosing Party is unable to certify to any of the above statements in this Part B (Further Certifications), the Disclosing Party must explain below:
None




If the letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.

12. To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all current employees of the Disclosing Party who were, at any time during the 12-month period preceding the date of this EDS, an employee, or elected or appointed official, ofthe City of Chicago (if none, indicate with "N/A" or "none").
None



13. To the best ofthe Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all gifts that the Disclosing Party has given or caused to be given, at any time during the 12-month period preceding the execution date of this EDS, to an employee, or elected or appointed official, ofthe City of Chicago. For purposes of this statement, a "gift" does not include: (i) anything made generally available to City employees or to the general public, or (ii) food or drink provided in the course of official City business and having a retail value of less than $25 per recipient, or (iii) a political contribution otherwise duly reported as required by law (if none, indicate with "N/A" or "none"). As to any gift listed below, please also list the name ofthe City recipient.
None



C. CERTIFICATION OF STATUS AS FINANCIAL INSTITUTION
The Disclosing Party certifies that the Disclosing Party (check one)
I | is \V] is not
a "financial institution" as defined in MCC Section 2-32-455(b).
If the Disclosing Party IS a financial institution, then the Disclosing Party pledges:
"We are not and will not become a predatory lender as defined in MCC Chapter 2-32. We further pledge that none of our affiliates is, and none of them will become, a predatory lender as defined in MCC Chapter 2-32. We understand that becoming a predatory lender or becoming an affiliate of a predatory lender may result in the loss of the privilege of doing business with the City."

Ver.2018-1 Page 7 of 15




i
Ifthe Disclosing Party is unable to make this pledge because it or any of its affiliates (as defined in MCC Section 2-32-455(b)) is a predatory lender within the meaning of MCC Chapter 2-32, explain here (attach additional pages if necessary):




Ifthe letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.

D. CERTIFICATION REGARDING FINANCIAL INTEREST IN CITY BUSINESS

Any words or terms defined in MCC Chapter 2-156 have the same meanings if used in this Part D.
In accordance with MCC Section 2-156-110: To the best ofthe Disclosing Party's knowledge after reasonable inquiry, does any official or employee of the City have a financial interest in his or her own name or in the name of any other person or entity in the Matter?

Yes __ No

NOTE: If you checked "Yes" to Item D(l), proceed to Items D(2) and D(3). If you checked "No" to Item D(l), skip Items D(2) and D(3) and proceed to Part E.
Unless sold pursuant to a process of competitive bidding, or otherwise permitted, no City elected official or employee shall have a financial interest in his or her own name or in the name of any other person or entity in the purchase of any property that (i) belongs to the City, or (ii) is sold for taxes or assessments, or (iii) is sold by virtue of legal process at the suit ofthe City (collectively, "City Property Sale"). Compensation for property taken pursuant to the City's eminent domain power does not constitute a financial interest within the meaning of this Part D.

Does the Matter involve a City Property Sale?
Yes ? No
If you checked "Yes" to Item D(l), provide the names and business addresses of the City officials or employees having such financial interest and identify the nature of the financial interest:

Name Business Address Nature of Financial Interest






4. The Disclosing Party further certifies that no prohibited financial interest in the Matter will be acquired by any City official or employee.

Ver.2018-1 Page 8 of 15

E. CERTIFICATION REGARDING SLAVERY ERA BUSINESS

Please check either (1) or (2) below. Ifthe Disclosing Party checks (2), the Disclosing Party must disclose below or in an attachment to this EDS all information required by (2). Failure to comply with these disclosure requirements may make any contract entered into with the City in connection with the Matter voidable by the City.

1. The Disclosing Party verifies that the Disclosing Party has searched any and all records of
the Disclosing Party and any and all predecessor entities regarding records of investments or profits from slavery or slaveholder insurance policies during the slavery era (including insurance policies issued to slaveholders that provided coverage for damage to or injury or death of their slaves), and the Disclosing Party has found no such records.

2. The Disclosing Party verifies that, as a result of conducting the search in step (1) above, the
Disclosing Party has found records of investments or profits from slavery or slaveholder insurance policies. The Disclosing Party verifies that the following constitutes full disclosure of all such records, including the names of any and all slaves or slaveholders described in those records:






SECTION VI - CERTIFICATIONS FOR FEDERALLY FUNDED MATTERS

NOTE: Ifthe Matter is federally funded, complete this Section VI. If the Matter is not federally funded, proceed to Section VII. For purposes of this Section VI, tax credits allocated by the City and proceeds of debt obligations of the City are not federal funding.

A. CERTIFICATION REGARDING LOBBYING

1. List below the names of all persons or entities registered under the federal Lobbying Disclosure Act of 1995, as amended, who have made lobbying contacts on behalf ofthe Disclosing Party with respect to the Matter: (Add sheets if necessary):




(If no explanation appears or begins on the lines above, or ifthe letters "NA" or if the word "None" appear, it will be conclusively presumed that the Disclosing Party means that NO persons or entities registered under the Lobbying Disclosure Act of 1995, as amended, have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter.)

2. The Disclosing Party has not spent and will not expend any federally appropriated funds to pay
any person or entity listed in paragraph A(l) above for his or her lobbying activities or to pay any
person or entity to influence or attempt to influence an officer or employee of any agency, as defined
by applicable federal law, a member of Congress, an officer or employee of Congress, or an employee
Ver.2018-1 Page 9 of 15

of a member of Congress, in connection with the award of any federally funded contract, making any federally funded grant or loan, entering into any cooperative agreement, or to extend, continue, renew, amend, or modify any federally funded contract, grant, loan, or cooperative agreement.
The Disclosing Party will submit an updated certification at the end of each calendar quarter in which there occurs any event that materially affects the accuracy of the statements and information set forth in paragraphs A(l) and A(2) above.
The Disclosing Party certifies that either: (i) it is not an organization described in section 501(c)(4) ofthe Internal Revenue Code of 1986; or (ii) it is an organization described in section 501(c)(4) ofthe Internal Revenue Code of 1986 but has not engaged and will not engage in "Lobbying Activities," as that term is defined in the Lobbying Disclosure Act of 1995, as amended.
Ifthe Disclosing Party is the Applicant, the Disclosing Party must obtain certifications equal in form and substance to paragraphs A(l) through A(4) above from all subcontractors before it awards any subcontract and the Disclosing Party must maintain all such subcontractors' certifications for the duration of the Matter and must make such certifications promptly available to the City upon request.

B. CERTIFICATION REGARDING EQUAL EMPLOYMENT OPPORTUNITY

Ifthe Matter is federally funded, federal regulations require the Applicant and all proposed subcontractors to submit the following information with their bids or in writing at the outset of negotiations.

Is the Disclosing Party the Applicant?
Yes O No

If "Yes," answer the three questions below:
Have you developed and do you have on file affirmative action programs pursuant to applicable federal regulations? (See 41 CFR Part 60-2.)
[? Yes ? No
Have you filed with the Joint Reporting Committee, the Director ofthe Office of Federal Contract Compliance Programs, or the Equal Employment Opportunity Commission all reports due under the applicable filing requirements?
I | Yes fjNo fj Reports not required
Have you participated in any previous contracts or subcontracts subject to the equal opportunity clause?
Yes QNo

If you checked "No" to question (1) or (2) above, please provide an explanation:




Ver.2018-1 Page 10 of 15




i
SECTION VII - FURTHER ACKNOWLEDGMENTS AND CERTIFICATION

The Disclosing Party understands and agrees that:
The certifications, disclosures, and acknowledgments contained in this EDS will become part of any contract or other agreement between the Applicant and the City in connection with the Matter, whether procurement, City assistance, or other City action, and are material inducements to the City's execution of any contract or taking other action with respect to the Matter. The Disclosing Party understands that it must comply with all statutes, ordinances, and regulations on which this EDS is based.
The City's Governmental Ethics Ordinance, MCC Chapter 2-156, imposes certain duties and obligations on persons or entities seeking City contracts, work, business, or transactions. The full text of this ordinance and a training program is available on line at www.cityofchicago.org/Ethics , and may also be obtained from the City's Board of Ethics, 740 N. Sedgwick St., Suite 500, Chicago, IL 60610, (312) 744-9660. The Disclosing Party must comply fully with this ordinance.
Ifthe City determines that any information provided in this EDS is false, incomplete or inaccurate, any contract or other agreement in connection with which it is submitted may be rescinded or be void or voidable, and the City may pursue any remedies under the contract or agreement (if not rescinded or void), at law, or in equity, including terminating the Disclosing Party's participation in the Matter and/or declining to allow the Disclosing Party to participate in other City transactions. Remedies at law for a false statement of material fact may include incarceration and an award to the City of treble damages.
It is the City's policy to make this document available to the public on its Internet site and/or upon request. Some or all ofthe information provided in, and appended to, this EDS may be made publicly available on the Internet, in response to a Freedom of Information Act request, or otherwise. By completing and signing this EDS, the Disclosing Party waives and releases any possible rights or claims which it may have against the City in connection with the public release of information contained in this EDS and also authorizes the City to verify the accuracy of any information submitted in this EDS.
The information provided in this EDS must be kept current. In the event of changes, the Disclosing Party must supplement this EDS up to the time the City takes action on the Matter. If the Matter is a contract being handled by the City's Department of Procurement Services, the Disclosing Party must update this EDS as the contract requires. NOTE: With respect to Matters subject to MCC Chapter 1-23, Article I (imposing PERMANENT INELIGIBILITY for certain specified offenses), the information provided herein regarding eligibility must be kept current for a longer period, as required by MCC Chapter 1-23 and Section 2-154-020.








Ver.2018-1 Page 11 of 15




I
CERTIFICATION

Under penalty of perjury, the person signing below: (1) warrants that he/she is authorized to execute this EDS, and all applicable Appendices, on behalf ofthe Disclosing Party, and (2) warrants that all certifications and statements contained in this EDS, and all applicable Appendices, are true, accurate and complete as of the date furnished to the City.

Hudson Group (HG) Inc.
(Print or type exact legal name of Disclosing Party)

By: ___
(Sign here)
Adam Ratner
(Print or type name of person signing)
SVP, General Counsel, Secretary, and Chief Compliance Officer
(Print or type title of person signing)
(state).

JEANEDRA BIGGER
NOTA*/PUBLIC STOIOFNEW JERSEY
my commission expires oclvt i .2023



















Page 12 of 15

CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX A

FAMILIAL RELATIONSHIPS WITH ELECTED CITY OFFICIALS AND DEPARTMENT HEADS

This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5%. It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.

Under MCC Section 2-154-015, the Disclosing Party must disclose whether such Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently has a "familial relationship" with any elected city official or department head. A "familial relationship" exists if, as of the date this EDS is signed, the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof is related to the mayor, any alderman, the city clerk, the city treasurer or any city department head as spouse or domestic partner or as any of the following, whether by blood or adoption: parent, child, brother or sister, aunt or uncle, niece or nephew, grandparent, grandchild, father-in-law, mother-in-law, son-in-law, daughter-in-law, stepfather or stepmother, stepson or stepdaughter, stepbrother or stepsister or half-brother or half-sister.

"Applicable Party" means (1) all executive officers of the Disclosing Party listed in Section II.B.l .a., ifthe Disclosing Party is a corporation; all partners of the Disclosing Party, if the Disclosing Party is a general partnership; all general partners and limited partners ofthe Disclosing Party, ifthe Disclosing Party is a limited partnership; all managers, managing members and members ofthe Disclosing Party, if the Disclosing Party is a limited liability company; (2) all principal officers ofthe Disclosing Party; and (3) any person having more than a 7.5% ownership interest in the Disclosing Party. "Principal officers" means the president, chief operating officer, executive director, chief financial officer, treasurer or secretary of a legal entity or any person exercising similar authority.

Does the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently have a "familial relationship" with an elected city official or department head?

? Yes ? No

If yes, please identify below (1) the name and title of such person, (2) the name of the legal entity to which such person is connected; (3) the name and title of the elected city official or department head to whom such person has a familial relationship, and (4) the precise nature of such familial relationship.









Page 13 of 15
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX B

BUILDING CODE SCOFFLAW/PROBLEM LANDLORD CERTIFICATION

This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5% (an "Owner"). It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Pursuant to MCC Section 2-154-010, is the Applicant or any Owner identified as a building code scofflaw or problem landlord pursuant to MCC Section 2-92-416?

? Yes ? No
Ifthe Applicant is a legal entity publicly traded on any exchange, is any officer or director of the Applicant identified as a building code scofflaw or problem landlord pursuant to MCC Section
2-92-416?

| | The Applicant is not publicly traded on any exchange.


3. If yes to (1) or (2) above, please identify below the name of each person or legal entity identified as a building code scofflaw or problem landlord and the address of each building or buildings to which the pertinent code violations apply.

























Page 14 of 15

CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX C

PROHIBITION ON WAGE & SALARY HISTORY SCREENING - CERTIFICATION

This Appendix is to be completed only by an Applicant that is completing this EDS as a "contractor" as defined in MCC Section 2-92-385. That section, which should be consulted (www.amlegal.com ), generally covers a party to any agreement pursuant to which they: (i) receive City of Chicago funds in consideration for services, work or goods provided (including for legal or other professional services), or (ii) pay the City money for a license, grant or concession allowing them to conduct a business on City premises.

On behalf of an Applicant that is a contractor pursuant to MCC Section 2-92-385,1 hereby certify that the Applicant is in compliance with MCC Section 2-92-385(b)(l) and (2), which prohibit: (i) screening job applicants based on their wage or salary history, or (ii) seeking job applicants' wage or salary history from current or former employers. I also certify that the Applicant has adopted a policy that includes those prohibitions.
Yes
No
I | N/A -1 am not an Applicant that is a "contractor" as defined in MCC Section 2-92-385. This certification shall serve as the affidavit required by MCC Section 2-92-385(c)(l). If you checked "no" to the above, please explain.





















Ver.2018-1 Page 15 of 15

CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT

SECTION I - GENERAL INFORMATION
Legal name of the Disclosing Party submitting this EDS. Include d/b/a/ if applicable:
Hudson Ltd.

Check ONE ofthe following three boxes:

Indicate whether the Disclosing Party submitting this EDS is:
? the Applicant
OR
__ a legal entity currently holding, or anticipated to hold within six months after City action on the contract, transaction or other undertaking to which this EDS pertains (referred to below as the "Matter"), a direct or indirect interest in excess of 7.5% in the Applicant. State the Applicant's legal name: hg ord tech retail jv
OR
_\ a legal entity with a direct or indirect right of control ofthe Applicant (see Section 11(B)(1)) State the legal name ofthe entity in which the Disclosing Party holds a right of control:

0 _ . AA tv i ¦ d ? One Meadowlands Plaza, 11th Floor
Business address of the Disclosing Party: '
East Rutherford, NJ 07073

u 201-528-2534 _ 201-939-4910 _ aratner@hudsongroup.com
Telephone: Fax: Email:
n M f t t Adam Ratner
Name of contact person:
E. Federal Employer Identification No. (if you have one): N/A
Brief description of the Matter to which this EDS pertains. (Include project number and location of property, if applicable):
ORD Automated Self-Checkout Micro Marts RFP.
Which City agency or department is requesting this EDS? Department Of Aviation

Ifthe Matter is a contract being handled by the City's Department of Procurement Services, please complete the following:

Specification # and Contract #
Ver.20l8-l Page I of 15

SECTION II - DISCLOSURE OF OWNERSHIP INTERESTS

A. NATURE OF THE DISCLOSING PARTY
1. Indicate the nature of the Disclosing | | Person
I [ Publicly registered business corporation f/l Privately held business corporation [~~\ Sole proprietorship I I General partnership | | Limited partnership ? Trust

I I Limited liability company
I | Limited liability partnership
| Joint venture
I | Not-for-profit corporation
(Is the not-for-profit corporation also a 501(c)(3))?
?Yes ? No I | Other (please specify)


2. For legal entities, the state (or foreign country) of incorporation or organization, if applicable:

Bermuda

3. For legal entities not organized in the State of Illinois: Has the organization registered to do business in the State of Illinois as a foreign entity?

| | Yes __ No ? Organized in Illinois

B. IF THE DISCLOSING PARTY IS A LEGAL ENTITY:

1. List below the full names and titles, if applicable, of: (i) all executive officers and all directors of the entity; (ii) for not-for-profit corporations, all members, if any, which are legal entities (if there are no such members, write "no members which are legal entities"); (iii) for trusts, estates or other similar entities, the trustee, executor, administrator, or similarly situated party; (iv) for general or limited partnerships, limited liability companies, limited liability partnerships or joint ventures, each general partner, managing member, manager or any other person or legal entity that directly or indirectly controls the day-to-day management ofthe Applicant.

NOTE: Each legal entity listed below must submit an EDS on its own behalf.

Name Title
See Schedule ll-B-1




2. Please provide the following information concerning each person or legal entity having a direct or indirect, current or prospective (i.e. within 6 months after City action) beneficial interest (including ownership) in excess of 7.5% ofthe Applicant. Examples of such an interest include shares in a corporation, partnership interest in a partnership or joint venture, interest of a member or manager in a


Page 2 of 15

SCHEDULE II-B-1

HUDSON LTD.
Roger Fordyce Brian Quinn Adam Ratner

Jordi Martin-Consuegra Courtney Thornton

Hope Remoundos David Haldimann Yves Gerster
President and Chief Executive Officer Chief Operating Officer
Senior Vice President, General Counsel, Secretary and Chief Compliance Officer Executive Vice President
Executive Vice President, Corporate Strategy & Business Development
Executive Vice President, Sales and Marketing
Director
Director
limited liability company, or interest of a beneficiary of a trust, estate or other similar entity. If none, state "None."
NOTE: Each legal entity listed below may be required to submit an EDS on its own behalf.
Name Business Address Percentage Interest in the Applicant
Dufry AG Brunngasslein, 12 Basel, 4010 Switzerland 100%*
""Dufry AG is publicly traded on the Swiss stock market only, please refer to annual report at www dufry com/en/annual-report-2020



SECTION III - INCOME OR COMPENSATION TO, OR OWNERSHIP BY, CITY ELECTED OFFICIALS

Has the Disclosing Party provided any income or compensation to any City elected official during the
12-month period preceding the date of this EDS? __ Yes \7_ No

Does the Disclosing Party reasonably expect to provide any income or compensation to any City elected official during the 12-month period following the date of this EDS? __ Yes |j"/lNo

If "yes" to either of the above, please identify below the name(s) of such City elected official(s) and describe such income or compensation:



Does any City elected official or, to the best of the Disclosing Party's knowledge after reasonable
inquiry, any City elected official's spouse or domestic partner, have a financial interest (as defined in
Chapter 2-156 ofthe Municipal Code of Chicago ("MCC")) in the Disclosing Party?
? Yes _\ No

If "yes," please identify below the name(s) of such City elected official(s) and/or spouse(s)/domestic partner(s) and describe the financial interest(s).



SECTION IV - DISCLOSURE OF SUBCONTRACTORS AND OTHER RETAINED PARTIES

The Disclosing Party must disclose the name and business address of each subcontractor, attorney, lobbyist (as defined in MCC Chapter 2-156), accountant, consultant and any other person or entity whom the Disclosing Party has retained or expects to retain in connection with the Matter, as well as the nature of the relationship, and the total amount of the fees paid or estimated to be paid. The Disclosing Party is not required to disclose employees who are paid solely through the Disclosing Party's regular payroll. Ifthe Disclosing Party is uncertain whether a disclosure is required under this Section, the Disclosing Party must either ask the City whether disclosure is required or make the disclosure.

Page 3 of 15

Name (indicate whether Business Relationship to Disclosing Party Fees (indicate whether
retained or anticipated Address (subcontractor, attorney, paid or estimated.) NOTE:
to be retained) lobbyist, etc.) "hourly rate" or "t.b.d." is
not an acceptable response.



(Add sheets if necessary)
1*71 Check here ifthe Disclosing Party has not retained, nor expects to retain, any such persons or entities. SECTION V - CERTIFICATIONS
COURT-ORDERED CHILD SUPPORT COMPLIANCE

Under MCC Section 2-92-415, substantial owners of business entities that contract with the City must remain in compliance with their child support obligations throughout the contract's term.

Has any person who directly or indirectly owns 10% or more ofthe Disclosing Party been declared in arrearage on any child support obligations by any Illinois court of competent jurisdiction?
Yes [/] No QNo person directly or indirectly owns 10% or more of the Disclosing Party.

If "Yes," has the person entered into a court-approved agreement for payment of all support owed and is the person in compliance with that agreement?
Yes Q No
FURTHER CERTIFICATIONS

[This paragraph 1 applies only ifthe Matter is a contract being handled by the City's Department of Procurement Services.] In the 5-year period preceding the date of this EDS, neither the Disclosing Party nor any Affiliated Entity [see definition in (5) below] has engaged, in connection with the performance of any public contract, the services of an integrity monitor, independent private sector inspector general, or integrity compliance consultant (i.e., an individual or entity with legal, auditing, investigative, or other similar skills, designated by a public agency to help the agency monitor the activity of specified agency vendors as well as help the vendors reform their business practices so they can be considered for agency contracts in the future, or continue with a contract in progress).
The Disclosing Party and its Affiliated Entities are not delinquent in the payment of any fine, fee, tax or other source of indebtedness owed to the City of Chicago, including, but not limited to, water and sewer charges, license fees, parking tickets, property taxes and sales taxes, nor is the Disclosing Party delinquent in the payment of any tax administered by the Illinois Department of Revenue.


Ver.2018-1 Page 4 of 15

The Disclosing Party and, if the Disclosing Party is a legal entity, all of those persons or entities identified in Section 11(B)(1) of this EDS:

are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from any transactions by any federal, state or local unit of government;
have not, during the 5 years before the date of this EDS, been convicted of a criminal offense, adjudged guilty, or had a civil judgment rendered against them in connection with: obtaining, attempting to obtain, or performing a public (federal, state or local) transaction or contract under a public transaction; a violation of federal or state antitrust statutes; fraud; embezzlement; theft; forgery; bribery; falsification or destruction of records; making false statements; or receiving stolen property;
are not presently indicted for, or criminally or civilly charged by, a governmental entity (federal, state or local) with committing any of the offenses set forth in subparagraph (b) above;
have not, during the 5 years before the date of this EDS, had one or more public transactions (federal, state or local) terminated for cause or default; and
have not, during the 5 years before the date of this EDS, been convicted, adjudged guilty, or found liable in a civil proceeding, or in any criminal or civil action, including actions concerning environmental violations, instituted by the City or by the federal government, any state, or any other unit of local government.
The Disclosing Party understands and shall comply with the applicable requirements of MCC Chapters 2-56 (Inspector General) and 2-156 (Governmental Ethics).
Certifications (5), (6) and (7) concern:

the Disclosing Party;
any "Contractor" (meaning any contractor or subcontractor used by the Disclosing Party in connection with the Matter, including but not limited to all persons or legal entities disclosed under Section IV, "Disclosure of Subcontractors and Other Retained Parties");
any "Affiliated Entity" (meaning a person or entity that, directly or indirectly: controls the Disclosing Party, is controlled by the Disclosing Party, or is, with the Disclosing Party, under common control of another person or entity). Indicia of control include, without limitation: interlocking management or ownership; identity of interests among family members, shared facilities and equipment; common use of employees; or organization of a business entity following the ineligibility of a business entity to do business with federal or state or local government, including the City, using substantially the same management, ownership, or principals as the ineligible entity. With respect to Contractors, the term Affiliated Entity means a person or entity that directly or indirectly controls the Contractor, is controlled by it, or, with the Contractor, is under common control of another person or entity;
any responsible official of the Disclosing Party, any Contractor or any Affiliated Entity or any other official, agent or employee of the Disclosing Party, any Contractor or any Affiliated Entity, acting pursuant to the direction or authorization of a responsible official ofthe Disclosing Party, any Contractor or any Affiliated Entity (collectively "Agents").

Page 5 of 15

Neither the Disclosing Party, nor any Contractor, nor any Affiliated Entity of either the Disclosing Party or any Contractor, nor any Agents have, during the 5 years before the date of this EDS, or, with respect to a Contractor, an Affiliated Entity, or an Affiliated Entity of a Contractor during the 5 years before the date of such Contractor's or Affiliated Entity's contract or engagement in connection with the Matter:
bribed or attempted to bribe, or been convicted or adjudged guilty of bribery or attempting to bribe, a public officer or employee ofthe City, the State of Illinois, or any agency of the federal government or of any state or local government in the United States of America, in that officer's or employee's official capacity;
agreed or colluded with other bidders or prospective bidders, or been a party to any such agreement, or been convicted or adjudged guilty of agreement or collusion among bidders or prospective bidders, in restraint of freedom of competition by agreement to bid a fixed price or otherwise; or
made an admission of such conduct described in subparagraph (a) or (b) above that is a matter of record, but have not been prosecuted for such conduct; or
violated the provisions referenced in MCC Subsection 2-92-320(a)(4)(Contracts Requiring a Base Wage); (a)(5)(Debarment Regulations); or (a)(6)(Minimum Wage Ordinance).

Neither the Disclosing Party, nor any Affiliated Entity or Contractor, or any of their employees, officials, agents or partners, is barred from contracting with any unit of state or local government as a result of engaging in or being convicted of (1) bid-rigging in violation of 720 ILCS 5/33E-3; (2) bid-rotating in violation of 720 ILCS 5/33E-4; or (3) any similar offense of any state or ofthe United States of America that contains the same elements as the offense of bid-rigging or bid-rotating.
Neither the Disclosing Party nor any Affiliated Entity is listed on a Sanctions List maintained by the United States Department of Commerce, State, or Treasury, or any successor federal agency.
[FOR APPLICANT ONLY] (i) Neither the Applicant nor any "controlling person" [see MCC Chapter 1-23, Article I for applicability and defined terms] of the Applicant is currently indicted or charged with, or has admitted guilt of, or has ever been convicted of, or placed under supervision for, any criminal offense involving actual, attempted, or conspiracy to commit bribery, theft, fraud, forgery, perjury, dishonesty or deceit against an officer or employee ofthe City or any "sister agency"; and (ii) the Applicant understands and acknowledges that compliance with Article I is a continuing requirement for doing business with the City. NOTE: If MCC Chapter 1-23, Article I applies to the Applicant, that Article's permanent compliance timeframe supersedes 5-year compliance timeframes in this Section V.
[FOR APPLICANT ONLY] The Applicant and its Affiliated Entities will not use, nor permit their subcontractors to use, any facility listed as having an active exclusion by the U.S. EPA on the federal System for Award Management ("SAM").

10. [FOR APPLICANT ONLY] The Applicant will obtain from any contractors/subcontractors hired
or to be hired in connection with the Matter certifications equal in form and substance to those in
Certifications (2) and (9) above and will not, without the prior written consent of the City, use any such
Ver.2018-1 Page 6 of 15




I
contractor/subcontractor that does not provide such certifications or that the Applicant has reason to believe has not provided or cannot provide truthful certifications.

11. If the Disclosing Party is unable to certify to any of the above statements in this Part B (Further Certifications), the Disclosing Party must explain below:
None




If the letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.

12. To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all current employees ofthe Disclosing Party who were, at any time during the 12-month period preceding the date of this EDS, an employee, or elected or appointed official, ofthe City of Chicago (if none, indicate with "N/A" or "none").
None



13. To the best ofthe Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all gifts that the Disclosing Party has given or caused to be given, at any time during the 12-month period preceding the execution date of this EDS, to an employee, or elected or appointed official, of the City of Chicago. For purposes of this statement, a "gift" does not include: (i) anything made generally available to City employees or to the general public, or (ii) food or drink provided in the course of official City business and having a retail value of less than $25 per recipient, or (iii) a political contribution otherwise duly reported as required by law (if none, indicate with "N/A" or "none"). As to any gift listed below, please also list the name ofthe City recipient.
None



C. CERTIFICATION OF STATUS AS FINANCIAL INSTITUTION
The Disclosing Party certifies that the Disclosing Party (check one)
I | is [/I is not
a "financial institution" as defined in MCC Section 2-32-455(b).
If the Disclosing Party IS a financial institution, then the Disclosing Party pledges:
"We are not and will not become a predatory lender as defined in MCC Chapter 2-32. We further pledge that none of our affiliates is, and none of them will become, a predatory lender as defined in MCC Chapter 2-32. We understand that becoming a predatory lender or becoming an affiliate of a predatory lender may result in the loss ofthe privilege of doing business with the City."

Ver.2018-1 Page 7 of 15




l
If the Disclosing Party is unable to make this pledge because it or any of its affiliates (as defined in MCC Section 2-32-455(b)) is a predatory lender within the meaning of MCC Chapter 2-32, explain here (attach additional pages if necessary):




If the letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.

D. CERTIFICATION REGARDING FINANCIAL INTEREST IN CITY BUSINESS

Any words or terms defined in MCC Chapter 2-156 have the same meanings if used in this Part D.
In accordance with MCC Section 2-156-110: To the best ofthe Disclosing Party's knowledge after reasonable inquiry, does any official or employee ofthe City have a financial interest in his or her own name or in the name of any other person or entity in the Matter?

Yes __ No

NOTE: If you checked "Yes" to Item D(l), proceed to Items D(2) and D(3). If you checked "No" to Item D(l), skip Items D(2) and D(3) and proceed to Part E.
Unless sold pursuant to a process of competitive bidding, or otherwise permitted, no City elected official or employee shall have a financial interest in his or her own name or in the name of any other person or entity in the purchase of any property that (i) belongs to the City, or (ii) is sold for taxes or assessments, or (iii) is sold by virtue of legal process at the suit ofthe City (collectively, "City Property Sale"). Compensation for property taken pursuant to the City's eminent domain power does not constitute a financial interest within the meaning of this Part D.

Does the Matter involve a City Property Sale?
Yes ? No
If you checked "Yes" to Item D(l), provide the names and business addresses of the City officials or employees having such financial interest and identify the nature of the financial interest:

Name Business Address Nature of Financial Interest






4. The Disclosing Party further certifies that no prohibited financial interest in the Matter will be acquired by any City official or employee.

Ver.2018-1 Page 8 of 15




i
E. CERTIFICATION REGARDING SLAVERY ERA BUSINESS

Please check either (1) or (2) below. Ifthe Disclosing Party checks (2), the Disclosing Party must disclose below or in an attachment to this EDS all information required by (2). Failure to comply with these disclosure requirements may make any contract entered into with the City in connection with the Matter voidable by the City.

1. The Disclosing Party verifies that the Disclosing Party has searched any and all records of
the Disclosing Party and any and all predecessor entities regarding records of investments or profits from slavery or slaveholder insurance policies during the slavery era (including insurance policies issued to slaveholders that provided coverage for damage to or injury or death of their slaves), and the Disclosing Party has found no such records.

2. The Disclosing Party verifies that, as a result of conducting the search in step (1) above, the
Disclosing Party has found records of investments or profits from slavery or slaveholder insurance policies. The Disclosing Party verifies that the following constitutes full disclosure of all such records, including the names of any and all slaves or slaveholders described in those records:






SECTION VI CERTIFICATIONS FOR FEDERALLY FUNDED MATTERS

NOTE: If the Matter is federally funded, complete this Section VI. If the Matter is not federally funded, proceed to Section VII. For purposes of this Section VI, tax credits allocated by the City and proceeds of debt obligations of the City are not federal funding.

A. CERTIFICATION REGARDING LOBBYING

1. List below the names of all persons or entities registered under the federal Lobbying Disclosure Act of 1995, as amended, who have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter: (Add sheets if necessary):




(If no explanation appears or begins on the lines above, or if the letters "NA" or if the word "None" appear, it will be conclusively presumed that the Disclosing Party means that NO persons or entities registered under the Lobbying Disclosure Act of 1995, as amended, have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter.)

2. The Disclosing Party has not spent and will not expend any federally appropriated funds to pay
any person or entity listed in paragraph A(l) above for his or her lobbying activities or to pay any
person or entity to influence or attempt to influence an officer or employee of any agency, as defined
by applicable federal law, a member of Congress, an officer or employee of Congress, or an employee
Ver.2018-1 Page 9 of 15

of a member of Congress, in connection with the award of any federally funded contract, making any federally funded grant or loan, entering into any cooperative agreement, or to extend, continue, renew, amend, or modify any federally funded contract, grant, loan, or cooperative agreement.
The Disclosing Party will submit an updated certification at the end of each calendar quarter in which there occurs any event that materially affects the accuracy of the statements and information set forth in paragraphs A(l) and A(2) above.
The Disclosing Party certifies that either: (i) it is not an organization described in section 501(c)(4) ofthe Internal Revenue Code of 1986; or (ii) it is an organization described in section 501(c)(4) of the Internal Revenue Code of 1986 but has not engaged and will not engage in "Lobbying Activities," as that term is defined in the Lobbying Disclosure Act of 1995, as amended.
Ifthe Disclosing Party is the Applicant, the Disclosing Party must obtain certifications equal in form and substance to paragraphs A(l) through A(4) above from all subcontractors before it awards any subcontract and the Disclosing Party must maintain all such subcontractors' certifications for the duration of the Matter and must make such certifications promptly available to the City upon request.

B. CERTIFICATION REGARDING EQUAL EMPLOYMENT OPPORTUNITY

If the Matter is federally funded, federal regulations require the Applicant and all proposed subcontractors to submit the following information with their bids or in writing at the outset of negotiations.

Is the Disclosing Party the Applicant?
Yes O No

If "Yes," answer the three questions below:
Have you developed and do you have on file affirmative action programs pursuant to applicable federal regulations? (See 41 CFR Part 60-2.)
Yes ? No
Have you filed with the Joint Reporting Committee, the Director of the Office of Federal Contract Compliance Programs, or the Equal Employment Opportunity Commission all reports due under the applicable filing requirements?
| | Yes fjNo fj Reports not required
Have you participated in any previous contracts or subcontracts subject to the equal opportunity clause?
Yes ? No

If you checked "No" to question (1) or (2) above, please provide an explanation:




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SECTION VII - FURTHER ACKNOWLEDGMENTS AND CERTIFICATION

The Disclosing Party understands and agrees that:
The certifications, disclosures, and acknowledgments contained in this EDS will become part of any contract or other agreement between the Applicant and the City in connection with the Matter, whether procurement, City assistance, or other City action, and are material inducements to the City's execution of any contract or taking other action with respect to the Matter. The Disclosing Party understands that it must comply with all statutes, ordinances, and regulations on which this EDS is based.
The City's Governmental Ethics Ordinance, MCC Chapter 2-156, imposes certain duties and obligations on persons or entities seeking City contracts, work, business, or transactions. The full text of this ordinance and a training program is available on line at www.cityofchicago.org/Ethics . and may also be obtained from the City's Board of Ethics, 740 N. Sedgwick St., Suite 500, Chicago, IL 60610, (312) 744-9660. The Disclosing Party must comply fully with this ordinance.
If the City determines that any information provided in this EDS is false, incomplete or inaccurate, any contract or other agreement in connection with which it is submitted may be rescinded or be void or voidable, and the City may pursue any remedies under the contract or agreement (if not rescinded or void), at law, or in equity, including terminating the Disclosing Party's participation in the Matter and/or declining to allow the Disclosing Party to participate in other City transactions. Remedies at law for a false statement of material fact may include incarceration and an award to the City of treble damages.
It is the City's policy to make this document available to the public on its Internet site and/or upon request. Some or all of the information provided in, and appended to, this EDS may be made publicly available on the Internet, in response to a Freedom of Information Act request, or otherwise. By completing and signing this EDS, the Disclosing Party waives and releases any possible rights or claims which it may have against the City in connection with the public release of information contained in this EDS and also authorizes the City to verify the accuracy of any information submitted in this EDS.
The information provided in this EDS must be kept current. In the event of changes, the Disclosing Party must supplement this EDS up to the time the City takes action on the Matter. Ifthe Matter is a contract being handled by the City's Department of Procurement Services, the Disclosing Party must update this EDS as the contract requires. NOTE: With respect to Matters subject to MCC Chapter 1-23, Article I (imposing PERMANENT INELIGIBILITY for certain specified offenses), the information provided herein regarding eligibility must be kept current for a longer period, as required by MCC Chapter 1-23 and Section 2-154-020.








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CERTIFICATION

Under penalty of perjury, the person signing below: (1) warrants that he/she is authorized to execute this EDS, and all applicable Appendices, on behalf of the Disclosing Party, and (2) warrants that all certifications and statements contained in this EDS, and all applicable Appendices, are true, accurate and complete as ofthe date furnished to the City.

Hudson Ltd.
(Print or type exact legal name of Disclosing Party)

By:
(Sign here)
Adam Ratner
(Print or type name of person signing)
SVP, General Counsel, Secretary, & Chief Compliance Officer
(Print or type title of person signing)


10/11/2023
(state).



JEANEDRA BIGGER
NOTA^itV PUBLIC STAIl. OF NEW JERSEY MY COMMISSION E^Plii^liKT*

















Page 12 of 15




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CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX A

FAMILIAL RELATIONSHIPS WITH ELECTED CITY OFFICIALS AND DEPARTMENT HEADS

This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5%. It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.

Under MCC Section 2-154-015, the Disclosing Party must disclose whether such Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently has a "familial relationship" with any elected city official or department head. A "familial relationship" exists if, as of the date this EDS is signed, the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof is related to the mayor, any alderman, the city clerk, the city treasurer or any city department head as spouse or domestic partner or as any of the following, whether by blood or adoption: parent, child, brother or sister, aunt or uncle, niece or nephew, grandparent, grandchild, father-in-law, mother-in-law, son-in-law, daughter-in-law, stepfather or stepmother, stepson or stepdaughter, stepbrother or stepsister or half-brother or half-sister.

"Applicable Party" means (1) all executive officers of the Disclosing Party listed in Section II.B.l.a., if the Disclosing Party is a corporation; all partners of the Disclosing Party, if the Disclosing Party is a general partnership; all general partners and limited partners of the Disclosing Party, if the Disclosing Party is a limited partnership; all managers, managing members and members of the Disclosing Party, ifthe Disclosing Party is a limited liability company; (2) all principal officers of the Disclosing Party; and (3) any person having more than a 7.5% ownership interest in the Disclosing Party. "Principal officers" means the president, chief operating officer, executive director, chief financial officer, treasurer or secretary of a legal entity or any person exercising similar authority.

Does the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently have a "familial relationship" with an elected city official or department head?

? Yes

If yes, please identify below (1) the name and title of such person, (2) the name of the legal entity to which such person is connected; (3) the name and title of the elected city official or department head to whom such person has a familial relationship, and (4) the precise nature of such familial relationship.









Page 13 of 15




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CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX B

BUILDING CODE SCOFFLAW/PROBLEM LANDLORD CERTIFICATION

This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5% (an "Owner"). It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Pursuant to MCC Section 2-154-010, is the Applicant or any Owner identified as a building code scofflaw or problem landlord pursuant to MCC Section 2-92-416?

? Yes ? No
Ifthe Applicant is a legal entity publicly traded on any exchange, is any officer or director of the Applicant identified as a building code scofflaw or problem landlord pursuant to MCC Section 2-92-416?

|~~| Yes O No Q The Applicant is not publicly traded on any exchange.
If yes to (1) or (2) above, please identify below the name of each person or legal entity identified as a building code scofflaw or problem landlord and the address of each building or buildings to which the pertinent code violations apply.

























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CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX C

PROHIBITION ON WAGE & SALARY HISTORY SCREENING - CERTIFICATION

This Appendix is to be completed only by an Applicant that is completing this EDS as a "contractor" as defined in MCC Section 2-92-385. That section, which should be consulted (www.amlegal.com ), generally covers a party to any agreement pursuant to which they: (i) receive City of Chicago funds in consideration for services, work or goods provided (including for legal or other professional services), or (ii) pay the City money for a license, grant or concession allowing them to conduct a business on City premises.

On behalf of an Applicant that is a contractor pursuant to MCC Section 2-92-385,1 hereby certify that the Applicant is in compliance with MCC Section 2-92-385(b)(1) and (2), which prohibit: (i) screening job applicants based on their wage or salary history, or (ii) seeking job applicants' wage or salary history from current or former employers. I also certify that the Applicant has adopted a policy that includes those prohibitions.
Yes
No
I I N/A -1 am not an Applicant that is a "contractor" as defined in MCC Section 2-92-385. This certification shall serve as the affidavit required by MCC Section 2-92-385(c)(l). If you checked "no" to the above, please explain.





















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CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT

SECTION I - GENERAL INFORMATION
Legal name of the Disclosing Party submitting this EDS. Include d/b/a/ if applicable:
ROBINSON HILL INC.

Check ONE of the following three boxes:

Indicate whether the Disclosing Party submitting this EDS is:
__ the Applicant
OR
[7J a legal entity currently holding, or anticipated to hold within six months after City action on the contract, transaction or other undertaking to which this EDS pertains (referred to below as the "Matter"), a direct or indirect interest in excess of 7.5% in the Applicant. State the Applicant's legal name: hg ord tech retail jv
~~OR
__ a legal entity with a direct or indirect right of control ofthe Applicant (see Section 11(B)(1)) State the legal name of the entity in which the Disclosing Party holds a right of control:
Business address of the Disclosing Party: 7030 S. CONSTANCE AVE
CHICAGO, IL 60649

- T , , 312-775-4080 ^ - DEE@ROBINSONHILLUSA.COM
Telephone: Fax: Email:
Name of contact person: DEE ROBINSON
42-1589438
E. Federal Employer Identification No. (if you have one):
Brief description of the Matter to which this EDS pertains. (Include project number and location of property, if applicable):
ORD Automated Self-Checkout Micro Marts RFP
Which City agency or department is requesting this EDS? Department Of Aviation

Ifthe Matter is a contract being handled by the City's Department of Procurement Services, please complete the following:

Specification # and Contract #
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SECTION II - DISCLOSURE OF OWNERSHIP INTERESTS
A. NATURE OF THE DISCLOSING PARTY

1. Indicate the nature of the Disclosing Party | [ Person
I | Publicly registered business corporation f/1 Privately held business corporation \~] Sole proprietorship



Limited liability company Limited liability partnership Joint venture
Not-for-profit corporation

2. For legal entities, the state (or foreign country) of incorporation or organization, if applicable:

Illinois

3. For legal entities not organized in the State of Illinois: Has the organization registered to do business in the State of Illinois as a foreign entity?

[ | Yes rjNo _ Organized in Illinois

B. IF THE DISCLOSING PARTY IS A LEGAL ENTITY:

1. List below the full names and titles, if applicable, of: (i) all executive officers and all directors of the entity; (ii) for not-for-profit corporations, all members, if any, which are legal entities (if there are no such members, write "no members which are legal entities"); (iii) for trusts, estates or other similar entities, the trustee, executor, administrator, or similarly situated party; (iv) for general or limited partnerships, limited liability companies, limited liability partnerships or joint ventures, each general partner, managing member, manager or any other person or legal entity that directly or indirectly controls the day-to-day management ofthe Applicant.

NOTE: Each legal entity listed below must submit an EDS on its own behalf.

Name Title
DEE ROBINSON CEO




2. Please provide the following information concerning each person or legal entity having a direct or indirect, current or prospective (i.e. within 6 months after City action) beneficial interest (including ownership) in excess of 7.5% of the Applicant. Examples of such an interest include shares in a corporation, partnership interest in a partnership or joint venture, interest of a member or manager in a

Ver.2018-1 Page 2 of 15

limited liability company, or interest of a beneficiary of a trust, estate or other similar entity. If none, state "None."
NOTE: Each legal entity listed below may be required to submit an EDS on its own behalf.
Name Business Address Percentage Interest in the Applicant
Dee Robinson 7050 S CONSTANCE AVE, CHICAGO, IL 60649 100%





SECTION III - INCOME OR COMPENSATION TO, OR OWNERSHIP BY, CITY ELECTED OFFICIALS

Has the Disclosing Party provided any income or compensation to any City elected official during the
12-month period preceding the date of this EDS? __ Yes f7] No

Does the Disclosing Party reasonably expect to provide any income or compensation to any City elected official during the 12-month period following the date of this EDS? __ Yes BTlNo

If "yes" to either ofthe above, please identify below the name(s) of such City elected official(s) and describe such income or compensation:



Does any City elected official or, to the best ofthe Disclosing Party's knowledge after reasonable
inquiry, any City elected official's spouse or domestic partner, have a financial interest (as defined in
Chapter 2-156 ofthe Municipal Code of Chicago ("MCC")) in the Disclosing Party?
? Yes __ No

If "yes," please identify below the name(s) of such City elected official(s) and/or spouse(s)/domestic partner(s) and describe the financial interest(s).



SECTION IV -- DISCLOSURE OF SUBCONTRACTORS AND OTHER RETAINED PARTIES

The Disclosing Party must disclose the name and business address of each subcontractor, attorney, lobbyist (as defined in MCC Chapter 2-156), accountant, consultant and any other person or entity whom the Disclosing Party has retained or expects to retain in connection with the Matter, as well as the nature ofthe relationship, and the total amount of the fees paid or estimated to be paid. The Disclosing Party is not required to disclose employees who are paid solely through the Disclosing Party's regular payroll. Ifthe Disclosing Party is uncertain whether a disclosure is required under this Section, the Disclosing Party must either ask the City whether disclosure is required or make the disclosure.

Ver.2018-1 Page 3 of 15




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Name (indicate whether Business Relationship to Disclosing Party Fees (indicate whether
retained or anticipated Address (subcontractor, attorney, paid or estimated.) NOTE:
to be retained) lobbyist, etc.) "hourly rate" or "t.b.d." is
not an acceptable response.




(Add sheets if necessary)
171 Check here ifthe Disclosing Party has not retained, nor expects to retain, any such persons or entities. SECTION V - CERTIFICATIONS
COURT-ORDERED CHILD SUPPORT COMPLIANCE
Under MCC Section 2-92-415, substantial owners of business entities that contract with the City must remain in compliance with their child support obligations throughout the contract's term.

Has any person who directly or indirectly owns 10% or more of the Disclosing Party been declared in arrearage on any child support obligations by any Illinois court of competent jurisdiction?

QYes [7]No nNo
person directly or indirectly owns 10% or more of the Disclosing Party.

If "Yes," has the person entered into a court-approved agreement for payment of all support owed and is the person in compliance with that agreement?

? Yes Q No
FURTHER CERTIFICATIONS

[This paragraph 1 applies only ifthe Matter is a contract being handled by the City's Department of Procurement Services.] In the 5-year period preceding the date of this EDS, neither the Disclosing Party nor any Affiliated Entity [see definition in (5) below] has engaged, in connection with the performance of any public contract, the services of an integrity monitor, independent private sector inspector general, or integrity compliance consultant (i.e., an individual or entity with legal, auditing, investigative, or other similar skills, designated by a public agency to help the agency monitor the activity of specified agency vendors as well as help the vendors reform their business practices so they can be considered for agency contracts in the future, or continue with a contract in progress).
The Disclosing Party and its Affiliated Entities are not delinquent in the payment of any fine, fee, tax or other source of indebtedness owed to the City of Chicago, including, but not limited to, water and sewer charges, license fees, parking tickets, property taxes and sales taxes, nor is the Disclosing Party delinquent in the payment of any tax administered by the Illinois Department of Revenue.


Page 4 of 15

The Disclosing Party and, ifthe Disclosing Party is a legal entity, all of those persons or entities identified in Section 11(B)(1) of this EDS:

are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from any transactions by any federal, state or local unit of government;
have not, during the 5 years before the date of this EDS, been convicted of a criminal offense, adjudged guilty, or had a civil judgment rendered against them in connection with: obtaining, attempting to obtain, or performing a public (federal, state or local) transaction or contract under a public transaction; a violation of federal or state antitrust statutes; fraud; embezzlement; theft; forgery; bribery; falsification or destruction of records; making false statements; or receiving stolen property;
are not presently indicted for, or criminally or civilly charged by, a governmental entity (federal, state or local) with committing any of the offenses set forth in subparagraph (b) above;
have not, during the 5 years before the date of this EDS, had one or more public transactions (federal, state or local) terminated for cause or default; and
have not, during the 5 years before the date of this EDS, been convicted, adjudged guilty, or found liable in a civil proceeding, or in any criminal or civil action, including actions concerning environmental violations, instituted by the City or by the federal government, any state, or any other unit of local government.
The Disclosing Party understands and shall comply with the applicable requirements of MCC Chapters 2-56 (Inspector General) and 2-156 (Governmental Ethics).
Certifications (5), (6) and (7) concern:

the Disclosing Party;
any "Contractor" (meaning any contractor or subcontractor used by the Disclosing Party in connection with the Matter, including but not limited to all persons or legal entities disclosed under Section IV, "Disclosure of Subcontractors and Other Retained Parties");
any "Affiliated Entity" (meaning a person or entity that, directly or indirectly: controls the Disclosing Party, is controlled by the Disclosing Party, or is, with the Disclosing Party, under common control of another person or entity). Indicia of control include, without limitation: interlocking management or ownership; identity of interests among family members, shared facilities and equipment; common use of employees; or organization of a business entity following the ineligibility of a business entity to do business with federal or state or local government, including the City, using substantially the same management, ownership, or principals as the ineligible entity. With respect to Contractors, the term Affiliated Entity means a person or entity that directly or indirectly controls the Contractor, is controlled by it, or, with the Contractor, is under common control of another person or entity;
any responsible official ofthe Disclosing Party, any Contractor or any Affiliated Entity or any other official, agent or employee of the Disclosing Party, any Contractor or any Affiliated Entity, acting pursuant to the direction or authorization of a responsible official ofthe Disclosing Party, any Contractor or any Affiliated Entity (collectively "Agents").

Ver.2018-1 Page 5 of 15




i
Neither the Disclosing Party, nor any Contractor, nor any Affiliated Entity of either the Disclosing Party or any Contractor, nor any Agents have, during the 5 years before the date of this EDS, or, with respect to a Contractor, an Affiliated Entity, or an Affiliated Entity of a Contractor during the 5 years before the date of such Contractor's or Affiliated Entity's contract or engagement in connection with the Matter:
bribed or attempted to bribe, or been convicted or adjudged guilty of bribery or attempting to bribe, a public officer or employee of the City, the State of Illinois, or any agency of the federal government or of any state or local government in the United States of America, in that officer's or employee's official capacity;
agreed or colluded with other bidders or prospective bidders, or been a party to any such agreement, or been convicted or adjudged guilty of agreement or collusion among bidders or prospective bidders, in restraint of freedom of competition by agreement to bid a fixed price or otherwise; or
made an admission of such conduct described in subparagraph (a) or (b) above that is a matter of record, but have not been prosecuted for such conduct; or
violated the provisions referenced in MCC Subsection 2-92-320(a)(4)(Contracts Requiring a Base Wage); (a)(5)(Debarment Regulations); or (a)(6)(Minimum Wage Ordinance).

Neither the Disclosing Party, nor any Affiliated Entity or Contractor, or any of their employees, officials, agents or partners, is barred from contracting with any unit of state or local government as a result of engaging in or being convicted of (1) bid-rigging in violation of 720 ILCS 5/33E-3; (2) bid-rotating in violation of 720 ILCS 5/33E-4; or (3) any similar offense of any state or ofthe United States of America that contains the same elements as the offense of bid-rigging or bid-rotating.
Neither the Disclosing Party nor any Affiliated Entity is listed on a Sanctions List maintained by the United States Department of Commerce, State, or Treasury, or any successor federal agency.
[FOR APPLICANT ONLY] (i) Neither the Applicant nor any "controlling person" [see MCC Chapter 1-23, Article I for applicability and defined terms] ofthe Applicant is currently indicted or charged with, or has admitted guilt of, or has ever been convicted of, or placed under supervision for, any criminal offense involving actual, attempted, or conspiracy to commit bribery, theft, fraud, forgery, perjury, dishonesty or deceit against an officer or employee of the City or any "sister agency"; and (ii) the Applicant understands and acknowledges that compliance with Article I is a continuing requirement for doing business with the City. NOTE: If MCC Chapter 1-23, Article I applies to the Applicant, that Article's permanent compliance timeframe supersedes 5-year compliance timeframes in this Section V.
[FOR APPLICANT ONLY] The Applicant and its Affiliated Entities will not use, nor permit their subcontractors to use, any facility listed as having an active exclusion by the U.S. EPA on the federal System for Award Management ("SAM").

10. [FOR APPLICANT ONLY] The Applicant will obtain from any contractors/subcontractors hired
or to be hired in connection with the Matter certifications equal in form and substance to those in
Certifications (2) and (9) above and will not, without the prior written consent of the City, use any such
Ver.2018-1 Page 6 of 15




I
contractor/subcontractor that does not provide such certifications or that the Applicant has reason to believe has not provided or cannot provide truthful certifications.

11. Ifthe Disclosing Party is unable to certify to any ofthe above statements in this Part B (Further Certifications), the Disclosing Party must explain below:
None




Ifthe letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.

12. To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all current employees ofthe Disclosing Party who were, at any time during the 12-month period preceding the date of this EDS, an employee, or elected or appointed official, of the City of Chicago (if none, indicate with "N/A" or "none").
None



13. To the best ofthe Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all gifts that the Disclosing Party has given or caused to be given, at any time during the 12-month period preceding the execution date of this EDS, to an employee, or elected or appointed official, ofthe City of Chicago. For purposes of this statement, a "gift" does not include: (i) anything made generally available to City employees or to the general public, or (ii) food or drink provided in the course of official City business and having a retail value of less than $25 per recipient, or (iii) a political contribution otherwise duly reported as required by law (if none, indicate with "N/A" or "none"). As to any gift listed below, please also list the name ofthe City recipient.
None



C. CERTIFICATION OF STATUS AS FINANCIAL INSTITUTION
The Disclosing Party certifies that the Disclosing Party (check one)
I 1 is f/l is not
a "financial institution" as defined in MCC Section 2-32-455(b).
If the Disclosing Party IS a financial institution, then the Disclosing Party pledges:
"We are not and will not become a predatory lender as defined in MCC Chapter 2-32. We further pledge that none of our affiliates is, and none of them will become, a predatory lender as defined in MCC Chapter 2-32. We understand that becoming a predatory lender or becoming an affiliate of a predatory lender may result in the loss ofthe privilege of doing business with the City."

Ver.2018-1 Page 7 of 15




i
If the Disclosing Party is unable to make this pledge because it or any of its affdiates (as defined in MCC Section 2-32-455(b)) is a predatory lender within the meaning of MCC Chapter 2-32, explain here (attach additional pages if necessary):




If the letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.

D. CERTIFICATION REGARDING FINANCIAL INTEREST IN CITY BUSINESS

Any words or terms defined in MCC Chapter 2-156 have the same meanings if used in this Part D.
In accordance with MCC Section 2-156-110: To the best ofthe Disclosing Party's knowledge after reasonable inquiry, does any official or employee of the City have a financial interest in his or her own name or in the name of any other person or entity in the Matter?

Yes __ No

NOTE: If you checked "Yes" to Item D(l), proceed to Items D(2) and D(3). If you checked "No" to Item D(l), skip Items D(2) and D(3) and proceed to Part E.
Unless sold pursuant to a process of competitive bidding, or otherwise permitted, no City elected official or employee shall have a financial interest in his or her own name or in the name of any other person or entity in the purchase of any property that (i) belongs to the City, or (ii) is sold for taxes or assessments, or (iii) is sold by virtue of legal process at the suit of the City (collectively, "City Property Sale"). Compensation for property taken pursuant to the City's eminent domain power does not constitute a financial interest within the meaning of this Part D.

Does the Matter involve a City Property Sale?
Yes ? No
If you checked "Yes" to Item D(l), provide the names and business addresses of the City officials or employees having such financial interest and identify the nature of the financial interest:

Name Business Address Nature of Financial Interest






4. The Disclosing Party further certifies that no prohibited financial interest in the Matter will be acquired by any City official or employee.

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E. CERTIFICATION REGARDING SLAVERY ERA BUSINESS

Please check either (1) or (2) below. If the Disclosing Party checks (2), the Disclosing Party must disclose below or in an attachment to this EDS all information required by (2). Failure to comply with these disclosure requirements may make any contract entered into with the City in connection with the Matter voidable by the City.

1. The Disclosing Party verifies that the Disclosing Party has searched any and all records of
the Disclosing Party and any and all predecessor entities regarding records of investments or profits from slavery or slaveholder insurance policies during the slavery era (including insurance policies issued to slaveholders that provided coverage for damage to or injury or death of their slaves), and the Disclosing Party has found no such records.

2. The Disclosing Party verifies that, as a result of conducting the search in step (1) above, the
Disclosing Party has found records of investments or profits from slavery or slaveholder insurance policies. The Disclosing Party verifies that the following constitutes full disclosure of all such records, including the names of any and all slaves or slaveholders described in those records:






SECTION VI - CERTIFICATIONS FOR FEDERALLY FUNDED MATTERS

NOTE: If the Matter is federally funded, complete this Section VI. Ifthe Matter is not federally funded, proceed to Section VII. For purposes of this Section VI, tax credits allocated by the City and proceeds of debt obligations ofthe City are not federal funding.

A. CERTIFICATION REGARDING LOBBYING

1. List below the names of all persons or entities registered under the federal Lobbying Disclosure Act of 1995, as amended, who have made lobbying contacts on behalf ofthe Disclosing Party with respect to the Matter: (Add sheets if necessary):




(If no explanation appears or begins on the lines above, or if the letters "NA" or if the word "None" appear, it will be conclusively presumed that the Disclosing Party means that NO persons or entities registered under the Lobbying Disclosure Act of 1995, as amended, have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter.)

2. The Disclosing Party has not spent and will not expend any federally appropriated funds to pay
any person or entity listed in paragraph A(l) above for his or her lobbying activities or to pay any
person or entity to influence or attempt to influence an officer or employee of any agency, as defined
by applicable federal law, a member of Congress, an officer or employee of Congress, or an employee
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9|'¦ i
of a member of Congress, in connection with the award of any federally funded contract, making any federally funded grant or loan, entering into any cooperative agreement, or to extend, continue, renew, amend, or modify any federally funded contract, grant, loan, or cooperative agreement.
The Disclosing Party will submit an updated certification at the end of each calendar quarter in which there occurs any event that materially affects the accuracy of the statements and information set forth in paragraphs A(l) and A(2) above.
The Disclosing Party certifies that either: (i) it is not an organization described in section 501(c)(4) of the Internal Revenue Code of 1986; or (ii) it is an organization described in section 501(c)(4) of the Internal Revenue Code of 1986 but has not engaged and will not engage in "Lobbying Activities," as that term is defined in the Lobbying Disclosure Act of 1995, as amended.
If the Disclosing Party is the Applicant, the Disclosing Party must obtain certifications equal in form and substance to paragraphs A(l) through A(4) above from all subcontractors before it awards any subcontract and the Disclosing Party must maintain all such subcontractors' certifications for the duration of the Matter and must make such certifications promptly available to the City upon request.

B. CERTIFICATION REGARDING EQUAL EMPLOYMENT OPPORTUNITY

Ifthe Matter is federally funded, federal regulations require the Applicant and all proposed subcontractors to submit the following information with their bids or in writing at the outset of negotiations.

Is the Disclosing Party the Applicant?
Yes O No

If "Yes," answer the three questions below:
Have you developed and do you have on file affirmative action programs pursuant to applicable federal regulations? (See 41 CFR Part 60-2.)
Yes ? No
Have you filed with the Joint Reporting Committee, the Director of the Office of Federal Contract Compliance Programs, or the Equal Employment Opportunity Commission all reports due under the applicable filing requirements?
| | Yes _\ No _ Reports not required
Have you participated in any previous contracts or subcontracts subject to the equal opportunity clause?
Yes ? No

If you checked "No" to question (1) or (2) above, please provide an explanation:




Ver.2018-1 Page 10 of 15




I
SECTION VII - FURTHER ACKNOWLEDGMENTS AND CERTIFICATION

The Disclosing Party understands and agrees that:
The certifications, disclosures, and acknowledgments contained in this EDS will become part of any contract or other agreement between the Applicant and the City in connection with the Matter, whether procurement, City assistance, or other City action, and are material inducements to the City's execution of any contract or taking other action with respect to the Matter. The Disclosing Party understands that it must comply with all statutes, ordinances, and regulations on which this EDS is based.
The City's Governmental Ethics Ordinance, MCC Chapter 2-156, imposes certain duties and obligations on persons or entities seeking City contracts, work, business, or transactions. The full text of this ordinance and a training program is available on line at www.cityofchicago.org/Ethics , and may also be obtained from the City's Board of Ethics, 740 N. Sedgwick St., Suite 500, Chicago, IL 60610, (312) 744-9660. The Disclosing Party must comply fully with this ordinance.
Ifthe City determines that any information provided in this EDS is false, incomplete or inaccurate, any contract or other agreement in connection with which it is submitted may be rescinded or be void or voidable, and the City may pursue any remedies under the contract or agreement (if not rescinded or void), at law, or in equity, including terminating the Disclosing Party's participation in the Matter and/or declining to allow the Disclosing Party to participate in other City transactions. Remedies at law for a false statement of material fact may include incarceration and an award to the City of treble damages.
It is the City's policy to make this document available to the public on its Internet site and/or upon request. Some or all of the information provided in, and appended to, this EDS may be made publicly available on the Internet, in response to a Freedom of Information Act request, or otherwise. By completing and signing this EDS, the Disclosing Party waives and releases any possible rights or claims which it may have against the City in connection with the public release of information contained in this EDS and also authorizes the City to verify the accuracy of any information submitted in this EDS.
The information provided in this EDS must be kept current. In the event of changes, the Disclosing Party must supplement this EDS up to the time the City takes action on the Matter. If the Matter is a contract being handled by the City's Department of Procurement Services, the Disclosing Party must update this EDS as the contract requires. NOTE: With respect to Matters subject to MCC Chapter 1-23, Article I (imposing PERMANENT INELIGIBILITY for certain specified offenses), the information provided herein regarding eligibility must be kept current for a longer period, as required by MCC Chapter 1-23 and Section 2-154-020.








Page 11 of 15
CERTIFICATION

Under penalty of perjury, the person signing below: (1) warrants that he/she is authorized to execute this EDS, and all applicable Appendices, on behalf of the Disclosing Party, and (2) warrants that all certifications and statements contained in this EDS, and all applicable Appendices, are true, accurate and complete as of the date furnished to the City.

ROBINSON HILL INC.
DEE ROBINSON


(Print or type title of person signing)

July 15, 2021

(state).

JEANEDRA BIGGER
r^Ajtf PUBLIC STATfc OF NE W JERSEY MY COMMISSION EXPOSES OCT, I i 2023



















Page 12 of 15




i
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX A

FAMILIAL RELATIONSHIPS WITH ELECTED CITY OFFICIALS AND DEPARTMENT HEADS

This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5%. It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.

Under MCC Section 2-154-015, the Disclosing Party must disclose whether such Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently has a "familial relationship" with any elected city official or department head. A "familial relationship" exists if, as of the date this EDS is signed, the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof is related to the mayor, any alderman, the city clerk, the city treasurer or any city department head as spouse or domestic partner or as any ofthe following, whether by blood or adoption: parent, child, brother or sister, aunt or uncle, niece or nephew, grandparent, grandchild, father-in-law, mother-in-law, son-in-law, daughter-in-law, stepfather or stepmother, stepson or stepdaughter, stepbrother or stepsister or half-brother or half-sister.

"Applicable Party" means (1) all executive officers of the Disclosing Party listed in Section II.B.l.a., if the Disclosing Party is a corporation; all partners ofthe Disclosing Party, ifthe Disclosing Party is a general partnership; all general partners and limited partners ofthe Disclosing Party, ifthe Disclosing Party is a limited partnership; all managers, managing members and members ofthe Disclosing Party, if the Disclosing Party is a limited liability company; (2) all principal officers ofthe Disclosing Party; and (3) any person having more than a 7.5% ownership interest in the Disclosing Party. "Principal officers" means the president, chief operating officer, executive director, chief financial officer, treasurer or secretary of a legal entity or any person exercising similar authority.

Does the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently have a "familial relationship" with an elected city official or department head?

? Yes

If yes, please identify below (1) the name and title of such person, (2) the name ofthe legal entity to which such person is connected; (3) the name and title ofthe elected city official or department head to whom such person has a familial relationship, and (4) the precise nature of such familial relationship.









Page 13 of 15




i
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX B

BUILDING CODE SCOFFLAW/PROBLEM LANDLORD CERTIFICATION

This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5% (an "Owner"). It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Pursuant to MCC Section 2-154-010, is the Applicant or any Owner identified as a building code scofflaw or problem landlord pursuant to MCC Section 2-92-416?

? Yes _\ No
Ifthe Applicant is a legal entity publicly traded on any exchange, is any officer or director of the Applicant identified as a building code scofflaw or problem landlord pursuant to MCC Section 2-92-416?

_ Yes fJNo __ The Applicant is not publicly traded on any exchange.
If yes to (1) or (2) above, please identify below the name of each person or legal entity identified as a building code scofflaw or problem landlord and the address of each building or buildings to which the pertinent code violations apply.

























Page 14 of 15



|10
10|CTTY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX C

PROHIBITION ON WAGE & SALARY HISTORY SCREENING - CERTIFICATION

This Appendix is to be completed only by an Applicant that is completing this EDS as a "contractor" as defined in MCC Section 2-92-385. That section, which should be consulted ("www.amlegal.com ). generally covers a party to any agreement pursuant to which they: (i) receive City of Chicago funds in consideration for services, work or goods provided (including for legal or other professional services), or (ii) pay the City money for a license, grant or concession allowing them to conduct a business on City premises.

On behalf of an Applicant that is a contractor pursuant to MCC Section 2-92-385,1 hereby certify that the Applicant is in compliance with MCC Section 2-92-385(b)(1) and (2), which prohibit: (i) screening job applicants based on their wage or salary history, or (ii) seeking job applicants' wage or salary history from current or former employers. I also certify that the Applicant has adopted a policy that includes those prohibitions.
Yes
No
I I N/A -1 am not an Applicant that is a "contractor" as defined in MCC Section 2-92-385. This certification shall serve as the affidavit required by MCC Section 2-92-385(c)(l). If you checked "no" to the above, please explain.





















Page 15 of 15

CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT

SECTION I - GENERAL INFORMATION
Legal name of the Disclosing Party submitting this EDS. Include d/b/a/ if applicable:
CORLISS STONE-LITTLES, LLC

Check ONE of the following three boxes:

Indicate whether the Disclosing Party submitting this EDS is:
| | the Applicant
OR
_\ a legal entity currently holding, or anticipated to hold within six months after City action on the contract, transaction or other undertaking to which this EDS pertains (referred to below as the "Matter"), a direct or indirect interest in excess of 7.5% in the Applicant. State the Applicant's legal name: hg ord tech retail jv
~~OR
__ a legal entity with a direct or indirect right of control of the Applicant (see Section 11(B)(1)) State the legal name of the entity in which the Disclosing Party holds a right of control:

n n . TV i ¦ tj t 8180 PRECINCT LINE RD, STE 180
Business address ot the Disclosing Party: '
COLLEYVILLE, TX 76034

r T1 , 817-533-4073 c „ hfoster@cslllc.biz
Telephone: Fax: Email:
Name of contact person: HATTIE FOSTER

E. Federal Employer Identification No. (if you have one):
Brief description of the Matter to which this EDS pertains. (Include project number and location of property, if applicable):
ORD Automated Self-Checkout Micro Marts RFP
Which City agency or department is requesting this EDS? Department Of Aviation

Ifthe Matter is a contract being handled by the City's Department of Procurement Services, please complete the following:

Specification # and Contract #
Ver.20l8-l Paget of 15

SECTION II - DISCLOSURE OP (OWNERSHIP INTERESTS A. NATURE OF THE DISCLOSING PARTY
A.± Indicate the nature of the Disclosing Partyc ^Peradhi
? Publicly registered business corporation
r~I.P-rivately h^d^sines^-c^pratioD. Q; Spleprppoet^

'bu^itgdiliabUi^cornr^y^ Limited liability partnership Jojntyenturp. ] Nof^otTpYOfit cbr^qratipri'



2. Fof. legal entities; 'the.state'(or foreign country)' of ihc^rpbration'or orga"riizatioh,vif applicable:
Deleware

•3.- For legalf eifitities'n6t 6r:ganizedrih-the State of flHh6rs":' Has %e:dfgan^6dn>'ie|istete^''t6^-d&^ businessTin the 'Statevo'f Illitioilasa fPreigh^entity?.'

f^liYes QNp. rf];0rgariked;iTiIlhiiois>

B. IF THE DISCLOSING PARTY IS A LEGAL ENTITY:

I. List below the full names and titles, if applicable, of: (i) all executive officers and all directors of
the entity; (ii) for not-for-profit corporations,, all members, if anyJ which are legal entities (if there
are ho' such members, write "no members which are'legal"entities"")i0 for trusts, estates or other
'similar eritifiels, the (trustVe, executor, admi^ (iv) for' general of
limited partnefshipsV limited Habili^
each general partner; managing members rharfager or any' other pcrson'dr legal! entity tha't directly r'6r indirectly controls the day-to-day management of the Applicant.

NOTE: Each legal entity listed below-must submit aff ED'S 6n its own'oendlf:

Name Title
'Corliss StonorUittlas: 'ManagingMerriber.




{L Pleaseprpyide.;thft.following information icpneeming eachip
indirect, current of prospectivei fte. within"6' months after City action) beneficial'int-efesY('ihclua'ing ownership) in exce'ss of 7.'5% of the Applicant. Examples bf such arT interestihclwie;'snareVifi a corporation, partnership interest in a partnership or joint venture, interest of a member or manager in a

Ver.2018-1 Page 2 of 15





i
limited liability company, or interest of a beneficiary of a trust, estate or other similar entity. If none, state "None."
NOTE: Each legal entity listed below may be required to submit an EDS on its own behalf.
-Name Business Address" Percentage'Interest' in the Applicant
None




SECTION ill - INCOME OR CbM^ENSAtib^ TO, OR ©WORSHIP BY, CITY ELECTED OFFICIALS
Has-thfe PIscLpsin
12-montih period preceding the date of tfiis"EDS? __ Y£s 0 No

'Does fKe iDisciosing Party" reasorialbly expect to provide any incomeor compensation to ahy'City--eiected official during' the fz^mohth- period following the daterof>tritsi'El>Sf '__ Yes J^'No

If "yes" ttfeither of me-above, plw and describe such income or compensation:



Does any City elected official or, to the best of the Disclosing Party's knowledge after reasonable
mqiiiry, any City elected official's spotise or domestic' partner, have a financial interest (as defined1 in
Chapter 2-156 ofthe Municipal Code of Chicago ("MCC")) in the Disclosing Party?
? Yes 0 No

If "yes," please identify below the name(s) of such City elected official(s) and/or spouse(s)/domestic partner(s) and describe the financial interest(s).


Section iv -- disclosure 6f s uBCONTR^ctdRS and other retained parties

The Discloslng Party must aiscloseihe' name and rjusihess addres's of each"' subcontractbr,- atfomey; lobbyist:'(as. defihed'iiii^M
whom the Disclosing Party has retained or expects to retain, in connection w'ith the'Matter, as well as
theinature of the rel'atipnsr^^an.d;;uiey feialj amounf of ,thecfe"e^ .be ;.paid> Trie
'Piselosing-pa^iis not
'Parfy's'regular payroll. -If the 'Disclosing Party'is uhe'eftain whetheFa disclosure is- fequifed' uhder-thi's-Secfion,"the f3isclosihg¥arty rriust "either "aslc th'e^Ciry whether disclo'sure is required or:make the" disclosure.

Ver.2018-1 Page 3 of 15





i i i i
'Narife (ihtlieate whether • "Business RelaHonship'to'Diselosirig'Party Fees' (indicate whether
ffetelri^d^^^ipated' Address. ".(sjubjc^^SfQf, attpfne-yj rpatdor.es'iimated'.) NOTE;
to be ••retained). ilobbyist^etevj "hourly irate" or^tJb:'dv" is";
not an acceptable response.



"¦(Add sheets if necessary) I^IICheckhere'ifime
;.sectj0$ ¦ v v- certieig ati0ns>

a. court-ordered child support compliance

CJhder MCC Section 2-92-415, substantial owners oF busmess entities that contract withthe: City must :'^emm£^c6^p1iance>' .with their eluld support^ obligations :fl^^^^ut^ccdiitiact's tertn'.

Has any person who directly or indirectly owns 10% or more of the Disclosing Party been declared in
arrearage oh any-child supp^ft coirftof competent jurisdiction.?1

OJ Yes. .ifffiftp p]No person dtfectly orina^
If 'rtYes;" has the person 'entered' info '^court-approved' agreement for payment of all support 6Wed alfid ;i"s the per'son'in compliance with that agreement?-'

? Yes Q No

B: "FURTTTEK cMflfTCATlONS'

% [^rus/ga^grapri I'applies only i£.the Matter is a contract being handled,by the City's Derjartment of :Ko^OTent SerVt6es.]r iparty narany^ffi
performance'of any public contract, the ¦"services" of an integrity monitor, independent private'settof
inspectoY general; or ah individual'ot1 entity with legal, auditing,
•ifivefl^at^
itetivitybT's^^^ vehdors'reform.their-businessprac . icani be considered for agencyxon^

^d.sey/ei ch^glss, lic^ taxes iSurid's'aies 'taxesr-nbr- is'the Disclosing-;
Party delinquent in the payment of any tax administered by the Illinois Department of Revenue:


Page 4 of 15

3'. 'The Disclosing Party and, if the Disclosing Party is a legal entity, all of'those persons of entities identified in Section 11(B)(1) of this EDS:

a1, are hot presently .debarred^ suspended; proposed for debiarmeht, declared ihel igiBlfc excluded from'any transactions by any federal,:state or local unit of government;-

% nave hot, during the 5 years before the'date of this EDS, neeh-convicted b¥a'' criminal offense'; adjudged guilty, or h'ad'a civiljudgment' rendered agaihM thenViri cbhnectibh wMt'obtaining,-attempting fo obtain, or performinga public '(federal; state 'or-local) transaction or contract under a public transaction; a violation of federal or state antitrust statutes; fraud; embezzlement; theft; forgery; bribery,.falsification or destmction^ofjecords; making false.statements; o

c; arc -n5t presently'indicted "for, bf'crirnirialiy brcivilly^chargedb'y, a-gb^
state or local) with committing any of the offenses set forth in subparagraph (b) above;
have not, during the 5 years before the date of this EDS, had one or more public transactions (federal, state or local) termiha'ted for cause" of default; and'
have not, during the 5 years before the date of this EDS, been convicted, adjudged guilty, or found liable1 in a civil;proceeding, or in any criminal or civil 'action,'including actions concerning environmental violations, instituted by the City or by the federal government, any state, or any other unifof local government.

Tlie Disclosing Party u^
Chapters'2-56 (Tnspectof General)'arid 2-15'6¦(Gbve'm^'enral'Ethics)'.''
Certifications (5), (6) and (7) concern:

the Disclosing Party;
any "Contractor" (meaning any contractor or subcontractor used by the 'Disclosing Party iii connection with the Matter, including but not limited to all perspns,pr legal entities disclosed. under Sectidm IV, "Disclosure of Subcontractors arid Other Retained Parties1')?
any "Affiliated Entity" (meaning.a person or entity that, directly or indirectly: controls the Disclosing Party js controlled by the Disclosing Party, or is;, with the pisclosmg Party, under common control of another person or entity). Indicia of control include, without limitation: interlocking m'ana'ge'rrient or ownership; identity of interests among family members, shared facilities arid equipment;' cbnirribif use of erViploye'es; or organization of a business entity following me ^eligibility of a business1 entity to 36. business with federal'dr state ;bi.local government,., including the City, using.substantially the same management, ownership, or principals as the inehgibteenhlty. With;respecitb Contractors;^^
¦that dlfectiy or indirectly cdri^ls;^Gojfitr^'torii4. controlled- by, jt;; dr, •w^.tfre-Gpn^cto^/is--under cc-mmon control of another person or. entity;
¦ ^y?-re^nsj.6i6:o'mc1'al of the p'isc]tosihg;P;arty? •anyjGoiitfa0r.'Ot'^y: AffiHa^dE^tify-praay ¦ 'omer-o'Mci'aIlr-agentbf.emplby^ of the "Disclosing 'Patty, any Gbhtf actbribf ?any AffiUated1 Entity,-: acting pursuant to the direction or authorization of a responsible official ofthe Disclosing Party, any Contractor or any Affiliated Entity (collectively "Agents")'.

Ver.2018-1 Page 5 of 15





! , t
rNejthet.tne '^closing PartyY nor any Cop.tr actor, nor any Affiliated "Entity'pf either.{he Disclosing Party" or any Cdnffac'to^
respect, to a-Contractor, an Affiliated' Entity, -or an "Affiliated Entity1 of a "CbritracTof during the 5 yeafs^ before the date of such Contractor's or Affiliated Entity's contract or engagement in connection with the Matter:
Bribed 6f attempted Id bribe, Of been convicted'of adjudged guilty 'of bribery orattempting to 'bribe, - a r^bhc officer of employee of the City, the State bf lllirioisv'orahy agency gOVeMmem OFofahy'state or local government ihithe United'States: of America,- hi' that officer's-Or employee's official capacity; j
agreed or colluded with other bidders or prospective bidders, or been a party to any such agreement, p|j>°e^Cjp]i^ticted pr;a^judgM
mmade an adjnissioh Of such conduct described in subparagraph (a) or (b) above that is a matter of record, but have hot been" prblsecutea for su cofiUuct; or

•aV Violated'tie proyisio^
iWagd)yi(a^)T^eban1iem^'R6 (aX6)tMinimu'm Wage'OrdinWice);
,6l 'iNeitfrer^
-officials, agents Or parmers/is barred frbm'cbntractrag with any linitbf staic" Or local government'as a ^resultbf :ehgagjhg:mpf
' bid-f btatihg ;ih^viblafibTft'df720yILCi5'' 57'3'3B-4; or any7sYm11af>b#ense
7. J Neither the_Dis616sihgPairiy nor any Affiliated Entity is'fisted' oh a" Sanctions List maintained' by the"
•United'Stafes Deparmieht of Commerce, State, of Treasury, or any successor federal agency:

8. [FOR APPLICANT ONLY] (i) Neither the Applicant nor any "controlling person" [see MCC
Chapter 1-23, Article I for applicability and defined terms]of the Applicant is currently indicted or
ih'afgedwi^
airy crimin'alOffense' involving actual, attempted; Of ^conspiracy to-commit bribery, theft; fraud,- fbfgery, perjury, dishonesty or deceit against an officer or employee of the City or any "sister agency"; and (ii) 'the Applicant"understands and acknowledges'mat cbmpliahce with Article I -is a cohtiriuihg requirement for doing business with the City. NOTE: If MCC Chapter 1 -23, Article I applies to the Applicant, that . Article-s permanent compliance timeframe supersedes: 5^year compliance timeframes: m

[PO^ . Jubpont^rt^ 'System forAw^

10'. [FOR APPLICANT ONLY] The Applicant will Obtain ffOm any cohtracfbrs/sUb^Ofifractors 'hired 'oYto'be'hireH'iri connection with the Matter "certifications" equal in form and substance fb those in Certifications (2) and (9) above and will not, without the prior written consent of the City, use any such
Ver.2018-1 Page 6 of 15





i
coritractor/subcbntf actor that'does riot provide such of that the Applicant-has reason to
believe has not provided or cannot provide truthful certifications.

11. Ifthe Disclosing Party is unable to certify to any of the above statements in this Part B (Further Certifications), the Disclosirig ]?arty must- explain below*
N/A



If the. letters ,tNA?": tKe;wprd."Nonei'.'' ot>no response appears on. the line? above;' it-will ^e|6hclusiy.ely; presumed that thei)isc losing Par^xetti£edito.:tfte>above'.stateinerits^

12ATo theLpestpfthe. Disclosin^^ aftef reasonable- inajuir^. the, .follc^vifig^is a
complete'list Of all current employees of the Disclosing Party who'were, arany time diirin'g-the 12-mbnfh period preceding- the date,of this.EDS. an employee,'bf ejected b?-apppinjed official,! bfthe' City of Chicago (if hbrie,' indicate with "N/AV' br. Shone")*.
N/A



13. To the:bestof the Disclosing Eafry^s" knowledge 'after reasonable-iriquiTyi itbei-fbUd^uig'>i^f , complete lisfcof alL gifts-tbat 'fte-'DiscIosihg Party has-giveri Or causedit'o be:given. :at any fime: during the 12-month period preceding the execution date of this EDS1, to an employee, or elected of appoirifed official, of the City of Chicago. Tor purposes of this statement, a "gift" d'bes'nbt include? (i) 'anythihg made generally available to City employees of tbthe gerierai public, or'(ii) fbbdof dririK -provided- in the course of official1 City business and^havrrig a fetail-valU'e-Of less than $25 p'er.fe'cipi'erit, of (iii)'a political cbritfibutibh Othefwise duly reported as fequifed'by law (if noney indicate with -N/A'f:bf "-'ribrie"). Asto anygiftlisted below; please alsb'hstmename.bf the City ^recipient.
N/A


•C, GERTIFICATION OF' STATUS AS FINANCIAL- Tl^STTTUTlON. 1. The Disclosing Party certifies1 that the Disclosing Party (check' one")"
I | is __ is not
a -'financial institution'v.as'defiried in MCGl-Se'ct.ibn 2.32.-.455'(b^
:1' If the Disclosing Party IS a Sinanciai/insto^ Party, pledges:
"We/are n^
pledge;that nqhe of :6ur! affiliaties isv arid ftOrie¦ Of therii will become^ •a.predatjSrylender as .defraeci lift. MCC Chapter 2-32,' 'We lindefstand.:th'M'becOrmrig:a,predatory len:der.or.^coining-an affiliate, of a predatory lender may result in the'lbss of the privilege of doing business with'the City:"'

Ver.2018-1 Page 7 of 15

££ m'^pisclosirig: Party' is- unable to ,make tKis pledge; because; it b$,.art^:b|^it%!affiii:a|es (as defined itt MCC Section 2-35-45^*(b))""is! a^e^&tofyleridef Wth'hi' me meaning of MCC Chapter^ -32; explain 'here'(attach, additional pages' if necessary):^




If the letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed tnat "the Diseloslng Party certified to the above statements".

¦D. GERTIFieAf ION REGARDING'EINA'NGIAL^rWEREST'TN Glf V:BfJSfNE§S -

Any words or terms defined in MCC Chapter 2-156 have the same meanings if used in this Part D.
In accordance with MCC Section 2-156-110: To the best of the Disclosing Party's knowledge after reasonable' inquiry,- does ariyOfficiaf or 'employee 'Of the City have a financial interest in hrs 'Of her own name or in the name of any other person or entity in the Matter?

Yes __ No

'NOTE: If you checked "Yes" toitemb(l), proceed to items 1)(2) and D(3). if you thecked "No*' to Item D(l), skip Items D(2) and D(3) and proceed to Part E.
Unless sold pursuant to a process of competitive bidding, or otherwise.permitted, no City elected official or employee shall have a fihanciafintere'sf in his or her owfTiiame of in the naihe'of any other person of entity in the purchase" of any property that (i) belongs to the City; or (ii) "is sold'for faxes- of ¦as'sessmerits, or (iii) is "sold by virtue Of legal process at the suit ofthe €tty(eollectiveiy, ••!(giJ^^^peJ^:;.S<^e,^-C^'^e£iiti6ffiff^;p)^^ takehipWsuant ^¦th^i^%^in_hi dpittain.-. power does-hoi: cdnstimte'a 'financial ihtefe

Does the Matter^
Yes ? No

~3V If youchecked "iXes"J to ltem"DXl)V^ptOxideJhe'nam"es-and: business:addresses;X)f ;the City officials .6t:empl oyees hav mg: such

Name Business Address Nature of Financial Interest





4. The Disclosing Party further certifies' that no prohibited' financial' interest in the Matter will 'be acquired by any City official or employee.

Page 8 of 15

E. CERTIFICATION REGARDING^ SLAVEkY'ERA"BU§lNESS

•Plfease check eitheri(l) or(2Jbelow, Jf'the Disclosihg^ ^•theTiis.Mp'sih^JR^y; rnusf disclose belo w or in-an-attachment tb'^
comply- with these disclosure requirementsmaymake any contract ehbred 'mtbi'with.thc City' m connection with the Matter voidable by the City.

~% 1. Th&pisc'^^
la^.DisclSstng^P^r^ands^y/and'iall1 predecessor entities' regarding records of iftvestments Or profits ftom slavery or skveholder,:msurance.polieies;durihg' the-slavery era (mcludto^^^ issued to slaveholders that provided coverage for damage to or injury or death "of their slaves), and the Disclosing Party has found no such records.

2i The Disclosing Party'verifies thaf^as k result Of rcOhducfihg the "search i'ri step' (!) above; the
^Disclosing Party has;:foundle"cofds',ofahvestmen policies. The DisclosihgP
records, including the names of any and all slaves of'slaveholders described in'those records:





SECTION VI - CERTlFiCATiONS FOR FEDERALLY FUNDED MATTERS

NOTE: If the Matter is federallyfubde"d, eonTpletb'mis'Sebfibh'-Vt; If theTMatrer is not federally funded, proceed-to Section'VTI. For purposes- of this' Secfibh VT, tax'credits allocated by the City and proceeds' of "debt obligations of the' City"' af £ hot federal funding.

A. CERTIFICATION REGARDING LOBBYING

T. List below the names of all'persons Of entities- registered under me federal LoBbyrig Disclosure; Acfof $995, as-a^endedi^ho have^nade lobbying cofttaets on!'^ 'Party with respect to thelMattef: (Add'Sheets; if necessary)^




(If fib explanation- appears -of begins on the lines above, of 'if the letters- "NA"' Of if the word "Nbhe" appeafi it will be conc^
registered, under the" Lobbying Disclosure Act'bf11995, as -afhended,'ihave • made lobbying cbhtacfe on; behalf of the Disclosing Party with respect to the Matter.)

2. The Disclosing Party has riot spent" and will riot expend any federalfy^apprOpriated furids to pay
any person or entity listed in paragraph A(l) above for his or her lobbying activities or to pay any
person of entity id "influence- of attempt to influence- an officer of 'employee- of'any ageriey, -as- defined
' by applicable .federal law, a rriemb'ef of'Cbrigfess; ah: Officer .or/employee of-Congress? or ahifemployee
Ver.2018-1 Page 9 of 15

r6f a merribef of Congress, ihcbririectiori with theawafd' of ariy federally rurid'ed'contract, inakirig any federally fundedpant of, IpaW, 'enfefingrtritQ ,any .cooperative agreeme^ ortS. exten^, Continue; renew-, Intend; of mbaify'any. federally: funded cohtra6"t,- gfant, l6an,<'6f''co'6pefatfVe agrWrircrit

¦ 3.-r The Disclosing Party will submit an updated certification at the- end. of each' calendarquarter-in which "there occurs any eveht that fria'teriklly affects the accuracy of the statements arid information set forth in paragraphs A(l) and A(2) above.

4- The Disclosing Party'certifies that' either: ::(i)'it is mi an Organization described infection" ^501(c)(:4):pf;the.Internal! Revenue^Godeiof 19.86; "Qr(ii);it is*an organization described:in section
Acti'vities-,,,; aVthat'tcriri is'defirie'dm' the Lobbying ''Disclosure' Act Ofi'995, as ariierfded'.

l5J Ifthe Disclosing Party is the Applicant; the"Di'selOsirig Partymust obtain "'certifications eq'tfal'in*-fonn and substance to'paragraphs'A
> ariysUbdonfrac^ ^ for ;the
duration OFthc Matter arid mus't'make such certifications promptly available to" the 'Cffy upon request:

B. CERTIFICATION REGARDING EQUAL EMPLOYMENT OPPORTUNITY

jW^uieMat^ federal'regulations; require the.Applicant andalfproppsed.
sub£briixactors t6 .subfhittlie follbwlhg irifocrnatjpri "With meir-lbidS'of in. wnthig- atihe outset :0f negotiations.

Hs«the> Disclosing. Party the Applicant?'
D Yes O No
tf "Yesi^'ariswefthe three qWstion/b'elO'W:

I': Have 'you' developed and do yOu have"' on file" affirmative action< programs pursuant' to applicable^
federal regulations? (See 41 CFR Part 60-2.)
Q Yes ? No

f. Have you filed with" the Jo^'Repornng 'Committc'c;* mc'tJifc^tOf •dffife' Ciffice of 'Federal Contract' Compliance Programs, or the Equal Employment Opportunity Commission all reports due under the •applicable1 filing retirements? ¦
__ Yes O No fj Reports not required

3.' Have* ybu participated in any previous contracts' of subcontracts subject "to the •.equal opportunity-.clause?
?'Yes QNo

If you checked "No" to question (1) or (2) above, please provide an explanation:



Page 10 of 15

- FURTHER ACKNOWLEDGMENTS AND CeRTTWcATION
TheDisclosing Party understands arid agrees that:

The. certfficationsv diScipsuresv and a^lbMy|fe'$gmeots_c©ntame^' in this .EDS ¦M^h^W^pmofmy:
c9nfraci'of pmef'agrc]^ connection wiuY'tlie^Mai&j^'^Vthe^
prpcuremefJt, .City assistances o^ pfr^y.contract oftaking 6
"it must cornplyiwilh all "statutes; ordinances, arid reguiations ort which this^Ebs^is' based.

B. The City's Governmental' Ethics Ordinance, MCCChap^r"2-i56^rmposes certain duties arid 'obligations on persons Orentities seeking City contracts, work, b'uslfie'sv&f 'fransacttons: The" full text of this ordmariee'arid-'ai rrainihg pro&am.i"^ may alsoLb&ohtained.frorii.rhe:eity:s>Bo ' (312) 744^660/ The; Disclosing 'Party .musteomply'fully wifo^^

'C. Tf the City determines that ariy inforfriatiohprovided iri this EbS'is false, 'incomplete'of ariy coritfact'Or-other agreerherit in connection with which it is'subfn'iticd friay'be rescinded' of fee void ofvoidable,-arid the: City;may pursue"^
void); at law, 'prin. equity mcluoln^ Disctosirig iParfi^s^participatiori: iri the 'Matter,
and/Or declining td allow the "Disclosing Party to participate in other CityTransactiOns. Remedies at
law for afelsestateriiehtpf include: jrieaicefatipn arid an award to-the dity Of treble
damages.

D. It is the City's;policy7to imak
Request. Some oxgall', ofthe information provided-in, and appended, to. .this. EDS may be made puplMy ¦available on the* Internet, iri response to a Ffeedom of Information Act request, or Otherwise. By

contained iri this- EDS and also authofizeS the" GirytO verify the accufacy of any irifofrriatiOri "sUbriiitted1 in this EDS.

E. 'TTie'iriformatiOri provided in this EDS riiustWkep't current. In the everit Of chariges,;the Disclosing Pafiy must supple1Ment--tni§ EDS'' up 'to- the lime*- the'Gity takes'actiori On the Matter, if the''Matter is a contract being^
-;update*b:js £*Dj^*as.'tne contract requires^ NOTE:^
1-23, Article i (imposing PERMANENT D^LIGiBILITY for certain specified offenses)^ the '' iriforrriari'on provided hefeifl fegaTding eligibility' must be'kept current for a longer period^ as required' by MCC Chapter"!-23 and Section 2-f54^'6'26.








Ver.2018-1 Page 11 of 15
CERTIFICATION

Under penalty of perjury, the person signing below: (1) warrants that he/she is authorized to execute this EDS, and all applicable Appendices, on behalf of the Disclosing Party, and (2) warrants that all certifications and statements contained in this EDS, and all applicable Appendices, are true, accurate and complete as of the date furnished to the City.

Corliss Stone-Littles, LLC

'IP^iibjE-iy^e^xact legal riariie ofpisctosihg::
By: .
(Sigh here)
Corliss Stone-Littles
(Print or type name of person signing)
Managing Member
(Print or type title of person signing)

. Signed,and sworn .to. before me on (date) __
it. County, ~T^M& _

Cbmmissidh expires:' ff^Bf^li

















Page 12 of 15

CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDED A

FAMILIAL RELATIONSHIPS WITH ELECTED CITY OFFICIALS AND DEPARTMENT HEADS

This Appendix is ro be completed'only by'(a)'the Applicant, arid (b) any legaVeridty whlcn has a -
direct ovvnership inteVest in'the^Applicarit exceed
entity which has only an indirect ownership interest in the Applicant.

Under MCC^Section !2-l54-01'5,'the Disc'lbsing'%r"ty of any-''Applicable Pa^
ielationship'' AyitK any .elected .eity offtpaJjipr d^ A1 "faring % as;M
the date mis:EDSAs signed,:mc
Partner thereof is related to the mayor, any alderman, the city cjerk, .the city treasurer or any city department Head as spouse df ddriiesfi'c partner'dr as any of die following, whether by blood of adoption: parent; child'; brother or sister, aunt oruricte, niece or'nephew, grandparent, gf andch'ild,' father-in-law-, mothef-iri-law, sdn-ih-law"; da'ughtef-iri-iaw", stepfather of stepmother; stepsTon" of stepdaughter,-Stepbrother'6r- stepsister'''or- Half-brother or h'al feiste"r>

''vAppiieable Party'' meaM(l$ alJ.ex^uUve Ofjficers^^o TXscIosihg Party.Jisfed^'Sec^ibhi
II.B.l.a., ifthe Disclosing Party is a corporation; all partners of the Disclosing Party, if the Disclosing
Party Is 'a general'p¥fmersh'ipVan general partners'aridiimi^ •Disclosing Party, if the'
pisclosirig Par^i^ -Disclosing'P
Disclosing Party; and (3) any.person having.more than a 7.5% ownership interest Iri the Disclosing. Party. 'Wiri'cipal officers" means' me pfesiderit, chief op cfileT financial officer, treasurer or secretary of a legal entity or any person1 exercising Similar atfthdfityr

Dbes^the'Disclosing Party or ^ cuifently have.a ''fafntlial're

? Yes
' If yes, please iderinfy below ('T^-the name 'aridlitle of sudh" pefsbri," (2) the riambdflHe legal'entity, to -Which such persbiv is;¦ c'ormected;*(3): th'e-riame'arid title Of the "elected city Official: of •deparmlent'head to' whom such persbriMs "a fafnilial^ re^









.Page-J3'6fl5 ¦:





l
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX B

BUILDING CODE SCOFFLAW/PROBLEM LANDLORD CERTIFICATION

This Appendix" is ta (b)" any legal 'entity' which-has a direct
ownership interest in the Applicant exceeding 7.5% (an "Owner"). It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.

r. Purs'uarit to MC£"Section 2-154-010, is the' Applicaffror-any'tjwner-Identified- as a building t ode -scofflaw or problem landlord pursuant to MCC Section 2-92-416?
? Yes __ No

2: If the1-Applicant'is'a legal entity publicly tfaded^bn any exchange; is any officer Of 'director of the Applicant identified as a building code scofflaw or problem landlord pursuant to MCC Section
2-92-416?

_ The Applicant is not publicly traded bri any exchange.


3 . If yei tb (1) or (2) ab0ve, please identify belbw thVname"of eachperson bHegal entity: identified; as a building code scofflaw or problem landlord and the address of each building or buildings to which the pertinent code violations apply.
























Page 14 of 15





i
CITY OF CHICAGO EGONOM1G DISCLOSURE STA'TEM
APPENDIX G

PROHIBITION 0N WAGE •&• $AL ARYHISTORY SCREENING - CERTIF1Ci AT ION
•Tfii^A^n^ixjis'to-'r^ pbrriple^
¦ defined wM£&Sttftdn&92^3 85.' T*lf:sech^?:.y^hicji 'should ;be\cdnsfflte'^ :genera1iy^dyer^a.p^;t6
consideration for services, work Or goods providedjincludjhg for legal or omer professionai services)! _ w (ii) pay the City money for a license, grant or concession allowing them to conduct a business on City premises.

On behalf of:an Applicant that is a .contractor
the Applicant is in compliance with MCC Section 2-92-385(b)(1) and (2),.which prohibit: (i) screening job applicants Bas^d on
! historyYes
No
,__ iN/A- Lam not an. AppU^
This' certification shall serve as the affidavit required by MCC Sectibn'2-92A-385(c)(i): If you checked "no" to the above, please explain.




















Ver.2018-1 Page 15 of 15





i
EXHIBIT 12 AIRPORT CONCESSIONS HANDBOOK



















































181

AIRPORT CONCESSION PROGRAM HANDBOOK

CHICAGO DEPA^




CITY OF CHICAGO DEPARTMENT OF

AVIATION


TABLE OF CONTENTS
INTRODUCTION 3
THE CONCESSIONS PROGRAM 3
THE MONITORING PROGRAM 4
THE PRE-MONITORING PROCESS 4-5
KEY ELEMENTS OF THE MONITORING PROGRAM 5-6
SUMMARY 6


APPENDICES:
V. PHYSICAL INSPECTION STANDARDS
W. CONCESSION INSPECTION FORMS
X. FINANCIAL AUDIT STANDARDS
Y. CONCESSIONS OPERATING STANDARDS
Z. LISTING OF KEY DEPARTMENT OF AVIATION PERSONNEL
AA. LISTING OF KEY CONCESSIONS MANAGEMENT PERSONNEL BB. RULES AND REGULATIONS


182
INTRODUCTION:

The City of Chicago ("City") and the Chicago Department of Aviation ("CDA") welcome you to the family of concessionaires operating at the City's airports. Your concession represents an excellent business and professional opportunity to serve the traveling public as well as operate a profitable enterprise. In order to ensure quality and uniformity among all concessions, we have designed a Concessions Program that is outlined in this handbook. It is important that you review and adhere to these standards as they will serve as tools for the successful operation of yourconcession.

It should be noted that not all concessions are alike, and the following are designed to apply generally to all concessions. Some elements of the following may or may not apply to specific concessions and/or circumstances. CDA understands these differences and will work with each concession to address specifics of the following program, however, each concessionaire should adhere to all ofthe following that apply. Ultimately, it is at the City's sole discretion at to which do and do not apply and/or which can be modified with the mutual agreement of the Concessionaire to address all ofthe following.

THE CONCESSIONS PROGRAM:

The CDA's Airport Concessions Program serves as the primary resource to meet the needs ofthe traveling public with regard to the provision of quality, reasonably-priced goods and services at Chicago's airports. To this end, CDA is further responsible for the outreach, selection, coordination and monitoring of concessionaires. In order to fulfill these responsibilities, CDA has several functional units that, as part of their overall duties, operate as liaisons to prospective and existing concessionaires. The primary units and their concession-related functions are as follows:

CDA UNIT FUNCTIONS
Commissioner's Office Policy generation and resolution.

Managing Deputy Overall coordination of revenue, finance, bonding,
insurance,
Commissioner property management and concessions functions/issues including
merchandising plans, outreach, proposal generation and
evaluation, contract negotiation, and overall
coordination and processing.

Assistant Commissioner Assist in overseeing Concessions, the monitoring
program and general airport guidelines.

Concession Management Entity retained by the CDA to assist in overseeing Representative ("CMR") Concessions, including construction of Improvements
at the airport.

Planning/Coordinating Architects Plan and design review; construction coordination and monitoring.

Finance/Revenue Financial reporting, review and auditing.
Security Coordination of security identification and other related issues.


183


i
THE MONITORING PROGRAM:

The Monitoring Program is designed to provide a process to ensure that concessions operating in the Airports comply with the ordinances and policies of the City, provisions of their respective Lease Agreements and specific airport guidelines as established by the CDA. The primary areas that will be reviewed include financial commitments, maintenance of concession space(s), licensing (where required), and overall adherence to the provisions ofthe Lease Agreement.

The intent ofthe Monitoring Program is to benefit the traveling public and other airport visitors, concessionaires and the City.

THE PRE-MONITORING PROCESS:

After a prospective concession is selected by CDA there are five stages that precede the commencement ofthe Monitoring Program.

STAGE 1 - CITY COUNCIL APPROVAL

Upon completing lease negotiations with the concessionaire, CDA forwards the lease agreement ("Agreement"), signed by the Tenant, to the City's Law Department. After the Law Department's review of the form and legality of the proposed concession agreement, the proposed tenant is introduced to the full City Council. City Council sends the Agreement to the Aviation Committee for review. The Aviation Committee approves, rejects or requests further information. Once approved by the Aviation Committee, the recommendation is forwarded to the full City Council for final approval. In most cases, recommendations submitted to the full Council by Committee are ratified, usually at the next meeting. This approval is documented in the "Journal of Proceedings." The documented approval and contract are then forwarded to the Mayor and other pertinent City departments for execution.

STAGE 2 - LEASE AGREEMENT

The Lease Agreement outlines a concessionaire's contractual relationship with the City. It delineates the responsibilities, expectations and the requirements of both parties, financial and non-financial. During negotiation ofthe terms ofthe agreement, you will have cause to interact with individuals from the CDA and the CMR Office. The Managing Deputy Commissioner of Concessions will oversee the processing of the Lease Agreement as well the Monitoring Program.













184


i
STAGE 3 - DESIGN APPROVAL

All concessionaires must submit a conceptual, schematic drawing which shows the general design ofthe unit. The Planning and Architecture departments will review the concept, and ifthe approval is given, a letter will be sent giving conceptual approval and requesting 100% architectural drawings including a complete materials board, plans and specifications so the plans meet the CDA requirements and aesthetic appeal. Upon providing approval ofthe 100% plans, Architecture will send a letter to the concessionaire giving authority to apply to the City Buildings Department for building permits. In no case may construction begin prior to the receipt of this approval. The Planning Unit will also monitor construction in progress.

STAGE 4 - PRE-CONSTRUCTION APPROVAL

Prior to construction, each concession will meet with the CMR for the purpose of providing the concessionaire with general airport construction guidelines. Examples of these guidelines are locations and times for pick-ups, deliveries, refuse disposal, elevator usage, and badging.

Following the operations meeting, the CMR will schedule a pre-construction meeting with CDA. Prior to the meeting, the General Contractor for the project will submit all documents, permits and approvals to CDA for review. Construction may begin following approval at the pre-construction meeting.

STAGE 5 - CONSTRUCTION

After the contract is finalized, each concessionaire has a specified period to commence and complete construction based on approved design and construction specifications. During this period each concessionaire has the responsibility to expeditiously begin and obtain all necessary approvals, licenses, insurances, etc. Each concessionaire should maintain communication with the CMR during the process to ensure that all construction and licensing requirements are addressed in a timely fashion. It is important that the concession be open to the public within the time parameters specified in the Agreement.

KEY ELEMENTS OF THE MONITORING PROGRAM:

The Concessions Monitoring Program consists of three primary elements: operations reviews, audits and pricing reports. Operations reviews will be conducted on an ongoing basis by the CMR. The operations review form in Appendix 2 will provide a frame work for this component of the Monitoring Program.

Financial and compliance audits will be conducted on an annual and periodic basis, respectively. Financial audits will review all financial, bonding and insurance related requirements.

As specified in the Agreement, each concession shall submit an annual pricing report.





185
PHYSICAL INSPECTIONS

The Monitoring Process will include ongoing site inspection of each concession site by the CMR. Typical inspections will consist of reviews of facilities, general maintenance, employee practices, product/price conformity and space utilization. Inspection staff will use the CMR Operation Review Form (Appendix 2) to record their findings and observations. Reviews will be sent to the concession manager for review and follow-up on all review items. Non-compliance could result in liquidated damages being levied and/or commencement of default proceedings, dependent upon the nature of the violation.

FINANCIAL AUDITS
In accordance with the provisions of the standard Concession Lease Agreement, CDA reserves the right to require a certified public and/or City audit of all book's, ledgers, journals, accounts and records of its concessions.

COMPLIANCE AUDITS
On a regular basis, the CDA will review compliance with insurance coverage, financial commitments and financial reporting requirements. Non-compliance could result in liquidated damages being levied and/or commencement of default proceedings, dependent upon the nature ofthe violation. Additionally, compliance with ACDBE Special Conditions will be audited.

SECRET SHOPPING
The CDA, from time to time, may hire an outside contractor to perform "secret shopping" and evaluate employee performance of each concession location. Such reviews shall be used to monitor customer service and cash handling procedures among other things.

SUMMARY:

The Monitoring Program will provide a basis of uniformity to all concessions. Adherence to the Concession Lease Agreement as well as the elements of this Handbook will contribute to the successful operation of your business.

The following Appendices will further delineate additional information/requirements stated above.

APPENDIX 1
PHYSICAL INSPECTION STANDARDS:
FACILITY MAINTENANCE STANDARDS ITEMS:
Overall appearance
Cleanliness of counters, displays, floors, fixtures, equipment, etc. Litter management/control Pest control

STANDARD:
Clean and neat to the eye.

186
Free of dust and litter upon inspection. ACTION:
Expect employees to clean/dust/sweep/vacuum/mop daily. Utilize
covered metal waste receptacles.
Have waste receptacles in high traffic areas.
Empty waste receptacles into designated compactor areas on a regular basis. Have
grease traps serviced and cleaned as often as necessary.
Instruct employees to look for and clean problem areas.
Provide for regular pest control service to sales and storage areas.
Have a plan/system for emergency clean-ups and replacement of broken or worn fixtures. Report any damage to the premises to CDA and your insurance company (if applicable) immediately.
ITEMS:
Lease line maintenance "Pop-out" areas STANDARD:
All customer lines must be maintained within the Leased area. Merchandise and displays must be maintained within the Leased area. Solicitation and sampling must be maintained within the Leased area.
Only CDA approved fixtures may be placed in the pop-out area (if so designated in the Agreement) at the front of the space.

ACTION:
Train employees to direct customer lines so they do not spill out into the public corridor. Review tenant design criteria for approved,merchandising and fixtures.
Obtain written approval from CDA prior to adding or removing any merchandise fixtures or other objects within the pop-out area.
|1010|
ITEMS:
Altering of layout Renovations/construction Signage/advertising STANDARD:
Written approval, priorto action, by the Commissioner of Aviation. ACTION:
Consider areas for improving the concession location either from layout changes or renovation.
Submit requested changes for approval with appropriate drawings, etc., to the CMR prior to
initiation ofthe changes.
All signs must be professionally produced.
All signs and sign holders must be kept clean and in good repair.
All signs must be pre-approved by the Commissioner or a representative of the Commissioner. ITEMS:
Properly functioning equipment

187
STANDARD:
Preventative maintenance program.
Ongoing, reliable, licensed source for immediate repairs.

ACTION:
Have employees' spot check all equipment for possible malfunction. Maintain a back-up/alternative plan. Repair equipment as soon as possible.
EMPLOYEE STANDARDS ITEMS:
Courteous and professional appearance Proper dress
Proper identification including CDA security badge Customer Service
Attend customer service meetings, as offered

STANDARD:
Employees should be polite and courteous to the traveling public. Employees must wear clean and neat uniforms or approved attire. Employees must not eat while on duty.
Employees must display a CDA issued security badge in addition to any other employee identification. Only badged employees may work in the secured portion ofthe airport.
Employees must be familiar with the Merchant Handbook. Employees are to offer general public services: -Making change -Giving directions

ACTION:
Train employees in proper customer service techniques using the Merchant Handbook provided to all companies.
Give all new employees airport tours so they are familiar with the airport layout and available services.
Encourage employees to be polite and courteous.
Provide necessary employee breaks to discourage eating while on duty.
Supply employees with uniforms or at least a written standard, if they are responsible for their
own, as well as guidelines for proper maintenance of the uniform.
Supply employees with company identification. Obtain
CDA security badges for all employees.
Supply employees with a company policies and procedures manual so that they know what is expected of them.

ITEMS:
Sanitary handling of foods/beverages
Proper cleaning and maintenance of food areas

STANDARD:
Employees must handle food in a safe and sanitary manner.

188


i
Employees must comply with all company and governmental health regulations and Lease requirements.

ACTION:
Provide explicit instructions to employees on the safe and sanitary handling of foods. Obtain and post proper instructions regarding health information available from City, State and Federal sources.
Provide explicit instructions for cleaning food areas in a manner that will not possibly lead to any harmful contamination.
A Certified Food Manger must be on-site during food preparation. A Safe Food Handling Certificate must be posted.

PRODUCT STANDARDS

ITEMS:
Selling of authorized products only Adequate inventory level Proper/professional approved signage Merchandising Product pricing


STANDARD:
Only authorized products can be sold as determined in the Lease Agreement. Only use professionally produced or printed signage as approved by CDA.
Merchandising permitted only within the confines ofthe locations, unless as authorized in writing, by CDA.
Must adhere to Value Pricing as provided in the Lease Agreement. ACTION:
Use professionally produced, approved signage only.
Consider innovative ways to merchandise your products/services.
Obtain written approval from the Commissioner of Aviation prior to implementing merchandising that will go beyond the confines of your space or that is outside of the terms of the Lease Agreement.
Maintain adequate inventory levels.
Notify the Department when adding, deleting or changing merchandise or changing prices. Maintain pricing as provided in the Lease Agreement.
AUXILIARY SPACE STANDARDS
ITEM:
Storage Area
Corridors, common areas Pick-up, delivery and disposal STANDARD:
Safe use of storage space.
Proper storage of potentially flammable items in accordance with fire codes. Provide adequate ingress and egress within storage space. Clear aisles and corridors.
189


i
Pick-ups and deliveries during designated hours at designated locations as determined by CDA. Refuse disposal during designated hours at designated locations as determined by CDA.

ACTION:
Use storage space wisely.
Maintain a system providing for access by authorized personnel only. Report
any tampering with or malfunctioning of security locks, gates, etc. Keep corridors
and common areas free of debris, trash, carts and stock. Provide pest control
service on a regular basis.
Refrain from using luggage carts for deliveries.
Dispose of refuse during designated hours.

APPENDIX 2

CONCESSIONS INSPECTIONS ARE DOCUMENTED USING THE CHICAGO DEPARTMENT OF AVIATION'S AIRPORTWARE RETAIL MANAGEMENT SYSTEM FOR
AIRPORTS

Airport Concessions Program Handbook Page 11 Rev. 07/30/2020

F&B Storage
I Dishwashing
Is Dishwashing Area Dry and"Clean"?
Debris on floor in dishwash area
Standing water in dishwash area
Documents/Logs
Are Maintenance Audits Posted and Filled Out? Are Prices Prominently Marked or Signed? Is the Business License on-site?
Is the Food Handlers' Certificate Log on-site? Is the Food Temp Log on-site?
Food Temps have not been taken/Temps okay
Is the Health Department Inspection Report Posted? Is the Pest Control Log on-site?
Equipment
Are Refrigerator/Freezer Temps Okay and in Good Repair?
Cooler needs repair
External Temp gauges not working
Freezer needs repair
Inside of Cooler/Refrigerator/Freezer needs cleaning
Outside Doors of Refrigerator/Freezer needs cleaning
Refrigerator needs repair
Are Soda and Condiment Stations Clean and Maintained?
Needs detail cleaning
Is Cash Register Clean and Maintained? Is Grill/Cook Line Equipment Clean?
Equipment needs detail cleaning
Is Ice Machine Clean and in Good Repair?

190


i
Leaking/needs repair
Mold I Exterior!
Are Blade, Facia, and Sign Holders in Good Condition? Are Hours of Operation Posted?
Are Signs/Items Infringing on Corridor? Is Facade Clean and Maintained? Is the Exterior in Good Condition?
[jnteripj
Are Ceilings/Walls/Floors Clean and Maintained? Are Counters Clean and Maintained? Are Fixtures and Furniture Clean and Maintained? Are Light Fixtures and Lights Clean and Maintained? Are Supplies/Product Raised off the Floor?
Are Trash Receptacles Clean and Maintained? Is Bar Area Clean and Maintained?
Is Cash Wrap Clean, Free of Debris, and Maintained? Is Front of House/Dining Area Clean and
Maintained?
Is there Adequate Circulation Space for Passenger Traffic?
i Merchandise/Product
Are Merchandise/Product Levels Adequate?

i Pest Control
Is there Pest Evidence?
Flies
Mice
Mouse Droppings
Roach Droppings
Roaches
T Safe Food Handling
Does all Food Appear to be Fresh? Is Safe Food Handling Practiced?
Food Product
Personal
Is the Food Service Manager on-site?
I Safety Requirements!
Are C02 Tanks Secured?
Are Cleaning Supplies Segregated from Merchandise/Product? Are Exit Sign in Good Condition? Is Fire Safety Equipment tagged, marked, and unobstructed? (Fire Extinguisher, Ansul System, Sprinkler, Egress, Electrical)
| Sinks/Plumbing/Drains1
Are Floor Drains clean?
Drains need cleaning
Drains need cover/screen Hot Water? Is 3 Compartment Sink working properly?


191


i
3-Comp. Sink not draining properly
Clean Grease and debris around grease trap
Grease trap needs cleaning
Grease trap needs to be sealed
Leaking/needs to be sealed
Standing water
Is Hand Sink working properly?
Hand Sink not draining properly
Leaking/needs to be sealed
Standing water
Water is not reaching Temp (110) Is Mop Sink working properly?
Leaking/needs to be sealed
Mop Sink not draining properly
Mops not hung properly
Standing water
Staff
Are All Sales Being Rung Appropriately?
Are Cash Handling Employees working in the Food Prep Area? Are Employee IDs Visible Above the Waist?
Are Employees Courteous, Informed, and Greeting Customers? Are Employees Eating or on the Phone?
Are Employees Wearing Appropriate Attire? Are Off-Shift Staff Affecting On-Shift Staff?

Monthly F&B
Dishwashing Area
Is Dishwashing Area Dry arid Clean? " " z Debris on floor in dishwash area c Standing water in dishwash area
Documents/Logs!
Are Maintenance Audits Posted and Filled Out? Are Prices Prominently Marked or Signed? Is the Business License on-site?
Is the Food Handlers' Certificate Log on-site? Is the Food Temp Log on-site?
Food Temps have not been taken/Temps okay
Is the Health Department Inspection Report Posted? Is the Pest Control Log on-site?
Equipment!
Are Refrigerator/Freezer Temps Okay and in Good Repair?
Cooler needs repair
External Temp gauges not working
Freezer needs repair
Inside of Cooler/Refrigerator/Freezer needs cleaning
Outside Doors of Refrigerator/Freezer needs cleaning
Refrigerator needs repair


192


i
Are Soda and Condiment Stations Clean and Maintained?
Needs detail cleaning
Is Cash Register Clean and Maintained? Is Grill/Cook Line Equipment Clean?
Equipment needs detail cleaning
Is Ice Machine Clean and in Good Repair?
Leaking/needs repair
Mold
! Exterior]
Are Blade, Facia, and Sign Holders in Good Condition? Are Hours of Operation Posted? Are Signs/Items Infringing on Corridor? Is Facade Clean and Maintained? Is the Exterior in Good Condition?
j Interior]
Are Ceilings/Walls/Floors Clean and Maintained? Are Counters Clean and Maintained? Are Fixtures and Furniture Clean and Maintained? Are Light Fixtures and Lights Clean and Maintained? Are Supplies/Product Raised off the Floor?
Are Trash Receptacles Clean and Maintained? Is Bar Area Clean and Maintained?
Is Cash Wrap Clean, Free of Debris, and Maintained? Is Front of House/Dining Area Clean and
Maintained?
Is there Adequate Circulation Space for Passenger Traffic?

! Merchandise/Product!
Are Merchandise/Product Levels Adequate?
! Pest Control
Is there Pest Evidence? L Flies C Mice
C Mouse Droppings C Roach Droppings
Roaches
j Safe Food Handling
Does all Food Appear to be Fresh? Is Safe Food Handling Practiced?
Food Product
Personal
Is the Food Service Manager on-site?
Safety Requirements!
Are C02 Tanks Secured?
Are Cleaning Supplies Segregated from Merchandise/Product? Are Exit Sign in Good Condition? Is Fire Safety Equipment tagged, marked, and unobstructed? (Fire Extinguisher, Ansul System, Sprinkler, Egress, Electrical)
1 Sinks/Plumbing/Drains!
Are Floor Drains clean?

193
Drains need cleaning
C Drains need cover/screen Are Sinks draining properly? Hot Water? Is 3 Compartment Sink working properly?
3-Comp. Sink not draining properly
Clean Grease and debris around grease trap
Grease trap needs cleaning
Grease trap needs to be sealed
Leaking/needs to be sealed
Standing water
Is Dishwashing Area Dry and Clean?
Debris on floor in dishwash area
l Standing water in dishwash area Is Hand Sink working properly? l Hand Sink not draining properly r Leaking/needs to be sealed c Standing water
C Water is not reaching Temp (110) Is Mop Sink working properly?
Leaking/needs to be sealed
Mop Sink not draining properly
Mops not hung properly
Standing water
Staff
Are All Sales Being Rung Appropriately?
Are Cash Handling Employees working in the Food Prep Area? Are Employee IDs Visible Above the Waist?
Are Employees Courteous, Informed, and Greeting Customers? Are Employees Eating or on the Phone?
Are Employees Wearing Appropriate Attire? Are Off-Shift Staff Affecting On-Shift Staff?

Ret a
Documents/Logs
ATe^Maihfenance AlIditsTosted~arKi~Fillea~Out?
Are Prices Prominently Marked or Signed? Is the Business License on-site? Is the Food Temp Log on-site?
t Food Temps have not been taken/Temps okay Is the Pest Control Logon-site?
Equipment:
Are Refrigerator/Freezer Temps Okay and in Good Repair?
Cooler needs repair
External Temp gauges not working
Freezer needs repair
Inside of Cooler/Refrigerator/Freezer needs cleaning
Outside Doors of Refrigerator/Freezer needs cleaning :_l Refrigerator needs repair



194


I
Is Cash Register Clean and Maintained? Exterior]
Are Blade, Facia, and Sign Holders in Good Condition? Are Hours of Operation Posted?
Are Signs/Items Infringing on Corridor? Is Facade Clean and Maintained? Interior
Are Ceilings/Walls/Floors Clean and Maintained? Are Counters Clean and Maintained? Are Fixtures and Furniture Clean and Maintained? Are Light Fixtures and Lights Clean and Maintained? Are Supplies/Product Raised off the Floor? Are Trash Receptacles Clean and Maintained?
Is Cash Wrap Clean, Free of Debris, and Maintained? Is Front of House/Dining Area Clean and Maintained?
Is there Adequate Circulation Space for Passenger Traffic?
Merchandise/Product
Are Merchandise/Product Levels Adequate?
Pest Control
Is there Pest Evidence?
Flies
Mice
Mouse Droppings
Roach Droppings
Roaches
Safety Requirements!
Are Cleaning Supplies Segregated from Merchandise/Product? Are Exit Sign in Good Condition? Is Fire Safety Equipment tagged, marked, and unobstructed? (Fire Extinguisher, Ansul System, Sprinkler, Egress, Electrical)
! Staff
Are Employee IDs Visible Above the Waist?
Are Employees Courteous, Informed, and Greeting Customers? Are Employees Eating or on the Phone?
Are Employees Wearing Appropriate Attire?
r |9
10|Retail Storage! ' Documents/Logs!
Are Maintenance Audits Posted and Filled Out? Are Prices Prominently Marked or Signed? Is the Business License on-site? Is the Food Temp Log on-site?
? Food Temps have not been taken/Temps okay Is the Pest Control Logon-site?
Equipment
Are Refrigerator/Freezer Temps Okay and in Good Repair?

195
Cooler needs repair
External Temp gauges not working
Freezer needs repair
Inside of Cooler/Refrigerator/Freezer needs cleaning
Outside Doors of Refrigerator/Freezer needs cleaning
Refrigerator needs repair
Is Cash Register Clean and Maintained?
Exterior;
Are Blade, Facia, and Sign Holders in Good Condition? Are Hours of Operation Posted? Are Signs/Items Infringing on Corridor? Is Facade Clean and Maintained?
Interior]
Are Ceilings/Walls/Floors Clean and Maintained? Are Counters Clean and Maintained? Are Fixtures and Furniture Clean and Maintained? Are Light Fixtures and Lights Clean and Maintained? Are Supplies/Product Raised off the Floor? Are Trash Receptacles Clean and Maintained?
Is Cash Wrap Clean, Free of Debris, and Maintained? Is Front of House/Dining Area Clean and Maintained?
Is there Adequate Circulation Space for Passenger Traffic?
I Merchandise/Producl
Are Merchandise/Product Levels Adequate?
Pest Control
Is there Pest Evidence?
Flies
Mice
Mouse Droppings
Roach Droppings
Roaches
j Safety Requirements'
Are Cleaning Supplies Segregated from Merchandise/Product? Are Exit Sign in Good Condition? Is Fire Safety Equipment tagged, marked, and unobstructed? (Fire Extinguisher, Ansul System, Sprinkler, Egress, Electrical)
1 Staff
Are Employee IDs Visible Above the Waist?
Are Employees Courteous, Informed, and Greeting Customers? Are Employees Eating or on the Phone?
Are Employees Wearing Appropriate Attire?

Weekly F&B
Dishwashing Area
Is Dishwashing Area Dry and_Cleah? • Debris on floor in dishwash area


196
Standing water in dishwash area
T Documents7Logsj
Is the Food Temp Log on-site?
Food Temps have not been taken/Temps okay Is the Pest Control Logon-site?
Equipment
Are Refrigerator/Freezer Temps Okay and in Good Repair?
Cooler needs repair
External Temp gauges not working
Freezer needs repair
Inside of Cooler/Refrigerator/Freezer needs cleaning
Outside Doors of Refrigerator/Freezer needs cleaning
Refrigerator needs repair
[ Interior]
Are Ceilings/Walls/Floors Clean and Maintained? Is Bar Area Clean and Maintained?
Pest7Contro|
Is there Pest Evidence?
Flies
Mice
Mouse Droppings
Roach Droppings
Roaches
i Safe Food Handling1
Is the Food Service Manager on-site?
[ Safety Requirements!
Are C02 Tanks Secured?
Are Exit Sign in Good Condition?
Is Fire Safety Equipment tagged, marked, and unobstructed? (Fire Extinguisher, Ansul System, Sprinkler, Egress, Electrical)

[ Sinks/Plumbing/Drains!
Are Floor Drains clean?
Drains need cleaning
Drains need cover/screen Hot Water?
Is 3 Compartment Sink working properly?
3-Comp. Sink not draining properly
Clean Grease and debris around grease trap
Grease trap needs cleaning
Grease trap needs to be sealed
Leaking/needs to be sealed
Standing water
Is Hand Sink working properly?

197
Hand Sink not draining properly
Leaking/needs to be sealed
Standing water
Water is not reaching Temp (110)

Is Mop Sink working properly?
Leaking/needs to be sealed
Mop Sink not draining properly
Mops not hung properly
Standing water

19

FINANCIAL AUDIT STANDARDS:

APPENDIX 3

In accordance with the provisions of most Concession Lease Agreements, CDA reserves the right to audit and review the records of each concession as they relate to the operation of the concession. Therefore, the following will serve as the standards and practices that will govern those audits/reviews.

Lease Fees
Each concessionaire shall submit the rent and fees in accordance with its Agreement. Records
Each concession is required to maintain true and accurate accounts, records, books and data recording all sales made and services performed on the premises for cash, credit or other conveyance including the gross receipts. The following represent appropriate practices that will reflect the prior stated requirements:
Maintenance of an internal control system (e.g. cash register, point of sale equipment) to insure proper reporting to the City.
Books, ledgers, journals, accounts and/or records must be maintained according to generally accepted accounting principles.
Each concession must provide timely submission of the audited "Statement of Sales and Fees" and annual audited financial statements based upon their individual reporting system.
Other items as required in the Agreement.


198
Insurances

The following insurances are customarily required during the terms of the Agreement and should be maintained at the levels specified by the Agreement:
Worker's Compensation
Comprehensive General Liability
Comprehensive Automobile Liability
Property Insurance
Other insurance as required in the Lease Agreement

The City of Chicago will be named as "Additional Insured", with the following language: "The City, and its elected and appointed officials, agents, representatives, and employees shall be named as additionally insureds..."

Security Deposit/Letter of Credit

All concessions must provide a letter of credit or cashier's check per the terms of the Agreement.


APPENDIX 4

CONCESSIONS OPERATING STANDARDS:
General Airport Guidelines

The following guidelines are examples of the types of issues that will be reviewed with the City's CMR, who will provide each operator with specific guidelines for their concession.
Pick-up and deliveries to/from specific areas at specified times.
Refuse disposal at specific and designated areas/times.
Unauthorized use of restricted Airport areas.
Adherence to minimum business operating hours.
Agreement to emergency hours as may be determined by CDA under special
conditions.
Elevator use at designated times.
Ingress and egress from designated areas, as outlined in Agreement.
Proper and improper use of signage.

Laws and Ordinances
CDA reserves the right to adopt and enforce reasonable rules and regulations with respect to the use of the Airport, terminal buildings, terminal concourse areas, and related facilities.
All concessions must observe all laws, ordinances, regulations and rules ofthe Federal, State, County and Municipal governments which may be applicable to the operation at the Airport.
199


i
• Permits and Leases necessary for the operation of the concession areas must be obtained prior to the first day of operation, and renewed annually as needed.

Default Notices

The CDA reserves the right to issue a Default Notice to any concessionaire who is not in compliance with the Agreement.


APPENDIX 5


KEY DEPARTMENT OF AVIATION PERSONNEL:
NAME/TITLE

Castalia Serna
Deputy Commissioner of
Concessions

Glen Ryniewski
Assistant Commissioner of Concessions Drew Homyk
Projects Administrator / MDW

Horatio Watson Projects Administrator

Marc Wright Projects Administrator

Russell Johnson Projects Administrator

Michael Stein Projects Administrator
TELEPHONE NUMBER (773) 894-3059

(773) 686-3730 (773) 838-3992 (773) 894-3321 (773) 894-5422 (773) 686-4899 (312) 489-9080

APPENDIX 6


KEY CONCESSION MANAGEMENT REPRESENTATIVE (CMR) PERSONNEL:

NAME/TITLE TELEPHONE NUMBER

Joseph Crump (773) 894-3905
200
Managing Director (773) 307-9339 (cell)

Yolanda Woodruff (773) 894-5463
Director of Retail Operations (773) 844-0821 (cell)

Dorine Litman (773) 894-3908
Property Manager / ORD (773) 671-3908 (cell)

Patricia Grzyb (773) 838-0733
Property Manager / MDW (312) 907-8820 (cell)

Sungjin Choi (773) 686-7606
Construction and Design Manager (312) 301-1043 (cell)

Airport Concessions Program Handbook Rev 07/30/2020

APPENDIX 7

RULES AND REGULATIONS:

Lessee shall, at all times during the term of the Lease Agreement:
Use, maintain and occupy the Premises in a careful, safe, professional and lawful manner. Keep Premises and its appurtenances in a clean and safe condition.
Keep all glass in the doors and windows of the Premises clean and in good repair with floor displays and shelving cleaned daily.
Not place, maintain or sell any merchandise or place any signage in any vestibule or entry to the public area adjacent to the Premises, or place any signage in the public area adjacent to the Premises, or elsewhere on the outside of the Premises without the prior written consent of the Commissioner.
At its own cost, keep Premises in a clean, orderly and sanitary condition, free of insects, rodents, vermin and other pests.
Not permit accumulation of garbage, trash, rubbish and other refuse inside or outside the Premises, and keep refuse in closed containers within the interior ofthe Premises until removed. Not place any rubbish, litter, trash, or material of any nature in the parking areas, exterior areas, entryways, passages, doors, elevators, hallways, or stairways of the Airport. Comply with any recycling program as directed by the Commissioner.
Not use, or permit the use of any apparatus or instruments for musical or other sound reproductions or transmissions in such manner that the sound emanating therefrom or caused thereby shall be audible beyond the interior of the Premises, without the prior written consent of the Commissioner.

7. Not use helium balloons and blinking lights.
201
Not cause or permit objectionable odors to emanate from the Premises.
Not deliver or permit delivery of merchandise at any time other than those times allowed by the Commissioner or her designated representative.
Maintain and keep operational all electric signs, and where applicable, light the show windows and exterior signs of Premises during hours of operation.
Use only signage of professional quality. All signage must be approved by the Commissioner or her designated representative. Handwritten signs of any kind are not permitted. Signage or other materials may not be taped to windows.
Prominently sign or mark pricing on each product or mark with easily recognizable professional signage.
13. Keep all mechanical apparatus in good working order and free of vibration and noise.
Not overload the floors or electrical wiring or install any additional electrical wiring or plumbing without the Commissioner's prior written consent.
Not use show windows on the Premises for any purpose other than display of merchandise for sale. Merchandise must be kept in a neat, professional and attractive manner.
Not conduct, permit or suffer any public or private action sale to be conducted on or from the Premises.
Not solicit business in the common area of the Airport or distribute handbills or other advertising materials in the common area. If this provision is violated, the Lessee shall pay the City the cost of collecting same from the common area for trash disposal. Lessee shall not hold demonstrations in the Premises or any other area of the Airport. Lessee agrees to cooperate and assist the City in the prevention of canvassing, soliciting and peddling within the Premises or Airport.
Not use the plumbing facilities in the Premises for any purpose other than that for which they were constructed or dispose of any foreign substance therein, whether through the utilization of "garbage disposal units" or otherwise. If Lessee uses the Premises for the sale, preparation or service of food for on-premises consumption, Lessee shall install such grease traps as shall be necessary or desirable to prevent the accumulation of grease or other wastes in the plumbing facilities servicing the Premises. Lessee shall contract with a grease trap/plumbing service for periodic maintenance of its plumbing facilities. Lessee shall provide the City with a copy of said service contracts.
Not operate in the Premises or in any part ofthe Airport any coin or token operated vending machines or similar devices for the sale of any merchandise or service, except as may be allowed in the Lease Agreement or with the prior written consent of the Commissioner.




202
20. Not have slot machines, devices, or other gambling games on the Premises or in any part of the Airport without the prior written consent of the Commissioner.
Refer all contractors or contractor's representatives rendering any service on or to the Premises for the Lessee, to the City or the CMR for approval before performance of any contractual service provided that they meet insurance requirements.
Lessee's contractors and installation technicians shall comply with the City's rules and regulations pertaining to construction and installation. This provision shall apply to all work performed on or about the Premises or the Airport, including installation of telecommunication devices, electrical devices, attachments and installations of any nature affecting floors, walls, woodwork, trim, windows, ceilings and equipment, or any other physical portion of the Premises or project.

Keep from public view all personal property, cups, papers, cleaning and other supplies.
Not permit employees to eat, drink or sleep in publicview.
Not at any time occupy any part of the Premises or project as sleeping or lodging quarters.

































203
Not place, install or operate on the Premises or in any part ofthe Airport any engine, stove or machinery, or conduct mechanical operations or cook thereon or therein, or place or use in or about the Premises or project any explosives, gasoline, kerosene, oil, acids, caustics, or any flammable, explosive or hazardous material.
Insure that staff members are, at all times, appropriately dressed (as designated in the Lease Agreement) with airport badges in view.
Not hold the City responsible for lost or stolen personal property, equipment, money or jewelry from the Premises orthe Airport regardless of whether such loss occurs when the area is locked against entry or not.
Not have dogs, cats, fowl, or other animals brought into or kept in or about the Premises or Airport.
Not use the public restrooms for any purpose other than those for which they were constructed, and any damage resulting to them from misuse or by the defacing or injury of any part of the building shall be borne by the person who shall cause it. No person shall waste water by interfering with the faucets orotherwise.
Not lay floor covering within the Premises without written approval of the Commissioner. The use of cement or other similar adhesive materials not easily removed with water is expressly prohibited.
Comply with and ensure that Lessee's employees comply with the City's non­smoking policy for the Airport.
Post any Emergency Evacuation Plan adopted by the City. Lessee shall post the Plan in a place which is non-visible to Lessee's customers, but visible to Lessee's employees. Train all employees regarding Lessee's Emergency Evacuation Plan and other emergency procedures.
Along with its employees, agents and invitees park their vehicles only in those parking areas allowed by the City. If requested, furnish the City with state automobile Lease numbers of Lessee's vehicles and its employees' vehicles and shall notify the City of any changes within five (5) days after such change occurs. Concessionaire or its employees shall not leave any vehicle in a state of disrepair (including without limitation, flat tires, out-of-date inspection stickers or Lease plates) on Airport property or in its parking areas.
Comply with all parking rules and regulations including any sticker or other identification system established by the City. Failure to observe the rules and regulations shall terminate Lessee's right to use the parking area and subject the vehicle in violation of the parking rules and regulations to removal or





204


i i
impoundment. No termination of parking privileges or removal or impoundment of a vehicle shall create any liability on the City or be deemed to interfere with Lessee's right to possession of its Premises. Vehicles must be parked entirely within the parking lines and all directional signs, security notices, arrows and posted speed limits must be observed. Parking is prohibited in areas not striped for parking, in aisles, where "No Parking" signs are posted, on ramps, in cross hatched areas, and in other areas as may be designated by the City. Parking stickers or other forms of identification, if any, supplied by the City, shall remain the property ofthe City and not the property of Lessee and are not transferable. Every person is required to park and lock his vehicle. All responsibility for damage to vehicles or persons is assumed by the owner of the vehicle or its driver.
Follow all ID Badging procedures as may be required by the Commissioner or her designated representative.
Instruct employees to report spills, hazardous conditions and any suspicious activities to the appropriate party as directed by the Commissioner or her designated party.

38. Not use luggage carts for product deliveries.

39. Use only delivery carts and equipment as approved by the Commissioner or her
designated party.

40. Use only designated elevators for deliveries.
Surrender all keys to the Premises to the Commissioner upon termination of this Lease Agreement.
Comply with the City's desire to maintain in the Airport the highest standard of dignity and good taste consistent with comfort and convenience for the Lessee. Any action or condition not meeting this high standard should be reported directly to the City. Lessee's cooperation will be mutually beneficial and sincerely appreciated.
The City reserves the right to make such other and further reasonable rules and regulations as in its judgment may from time to time be necessary for the safety, care and cleanliness ofthe Premises and for the preservation of good order therein.














205


i
EXHIBIT 13 LIQUIDATED DAMAGES
EXHIBIT 13 LIQUIDATED DAMAGES

Tenant acknowledges the City's objective to provide the public and air traveler with the level and quality of service as described herein. Accordingly, the City has established liquidated damages and not penalties, as set forth in the table below, that it may assess, in its sole discretion, for various violations of the provisions of this Agreement, the Airport Concession Program Handbook, and/or City Rules and Regulations. Tenant and the City agree that the fines set forth herein are reasonable, and Tenant further agrees to pay to the City in accordance with amounts specified herein upon each occurrence of the specified violation and upon written demand by the City.

Notwithstanding any other liquidated damages provisions provided for in this Agreement, the liquidated damages shown on the table below are intended to reflect the inconvenience to the public and adverse effects on the Airport's operation. Payment of liquidated damages shall not relieve the Concessionaire of responsibility for damage, personal injury, or the harm caused by any of these violations. Tenant further acknowledges that the liquidated damages are not exclusive remedies and the City may pursue other remedies as allowed for in this Agreement and at law, at the Commissioner's or CMR's sole discretion. The City's waiver of any liquidated damages provided for below shall not be construed as a waiver of the violation or Tenant's obligation to remedy the violation.
For the first violation of a requirement during any 12-month rolling year, the City will provide written notice to Tenant to correct the violation within the time specified in the notice.
For the second and third violation of the same requirement during any 12-month rolling year commencing upon the first notice of violation, the City will provide written notice to Licensee to correct the violation within the time specified in the notice. If not corrected within the specified time period, liquidated damages shall be immediately assessed.
Further, after the third violation of the same requirement within any 12-month rolling year, the City reserves the right, in its sole discretion, to deem the repeated violations an Event of Default and to seek any other remedies available to it under this Agreement.

Infraction 1st Violation 2nd Violation 3rd Violation
Value Pricing, Article 4.3: Failure to comply with policy referenced Written Warning $250/incident $500/incident
Operational Requirements, Article 4.4: Failure to comply with Physical Inspection Standards Written Warning $250/incident $500/incident
Hours of Operation, Article 4.5: Failure to operate during minimum required hours of operation Written Warning $250/incident $500/incident
Personnel Standards, Article 4.6: Failure to comply with any ofthe Standards referenced- Written Warning . $250/incident $500/incident
Operation and Maintenance Standards, Article 4.7: Failure to comply with any of the Standards referenced Written Warning $250/incident $500/incident
Refuse Handling, Article 4.9: Failure to comply with trash handling procedures. Written Warning $100/incident $250/incident
Signs and Advertising, Article 4.10A: Failure to comply with any sign requirements referenced Written Warning $100/incident $250/incident


206


i i i
Work Requirements, Article 5.5: Failure to complete improvements to be open for business by scheduled date of beneficial occupancy (DBO) $250 per day from scheduled DBO N/A N/A
Reports, Article 7.4: Failure to provide sales and related reports. Written Warning $500/incident $l,000/incident
Failure to comply with all state, federal, and security rules, regulations, and directives Written Warning $500/incident $l,000/incident
Failure to utilize approved payment options. Article 4.4 Written Warning $100/day of occurrence $200/day of occurrence










(Initial Here)



































207
EXHIBIT B-l
AUTOMATED RETAIL LICENSE AGREEMENT


BETWEEN


THE CITY OF CHICAGO (CHICAGO DEPARTMENT OF AVIATION)

AND

MAG US Lounge Management LLC
FOR
AUTOMATED RETAIL, SERVICES AND FOOD CONCESSIONS
AT
LORI E. LIGHTFOOT MAYOR
JAMIE L. RHEE COMMISSIONER
CHICAGO O'HARE INTERNATIONAL AIRPORT


TABLE OF CONTENTS
SIGNATURE PAGE Signature Page
ARTICLE 1. CITY APPROVAL
ARTICLE 2. INCORPORATION OF BACKGROUND AND EXHIBITS|910|Incorporation of Background|910|Incorporation of Exhibits|910|ARTICLE 3. DEFINITIONS|910|Definitions|910|Interpretation|910|ARTICLE 4. LICENSE AND LICENSEE'S OBLIGATIONS|910|4.1 Concession License|910|No Assignment, Sublicense or Other Uses|910|Products 9
4.4 Pricing 9
Automated Retail Vending Machine Standards 10
Installation, Repairs and Maintenance 11

Operation of Concession 14
Utilities and Utilities Access 16
Marketing and Promotion 17
MBE/WBE Compliance 17
ARTICLE 5. LICENSED SPACES 18
5.1 Location of Automated Retail Vending Machines 18
52 Storage Space 18
Additional Space 18
Relocation Space 19

Licensee Proposal for Modification to Licensed Spaces 19
Maximum Number of Automated Retail Vending Machines 20
ARTICLE 6. FEES, PAYMENT TERMS AND REPORTS 20
Fees Payable 20
Time of Payments 21
Material Underpayment or Late Payments 22
Reports I. 22
ARTICLE 7. TERM OF AGREEMENT 24
7.1 Term of Agreement 24

Holding Over 24
Extension Option 24
Termination Due to Change in Airport Operations 24
Early Termination 24
ARTICLE 8. INSURANCE, INDEMNIFICATION AND SECURITY 25
Indemnification 25
Insurance Requirements 26
Disclaimer by City 26
Security 26
ARTICLE 9. EVENTS OF DEFAULT, REMEDIES AND TERMINATION 28
9.1 Events of Default 28
Remedies 29
Effect of Default and Remedies 31
ARTICLE 10. SPECIAL CONDITIONS 31
10.1 Warranties and Representations 31
102 Business Documents, Disclosure of Ownership Interests and Maintenance of Existence
34
103 City's Right to Assign 35
10.4 Transfer or Change of Ownership 35
Compliance with Laws 37
Airport Security 43
10.7 Non-Discrimination 44
Airport Concession Disadvantaged Business Enterprises (ACDBEs) 46
No Exclusive Right 47

Avigation Easement 47
National Emergency 47
2014 Hiring Prohibitions 47
ARTICLE 11. GENERAL CONDITIONS 48
11.1 Entire Agreement 48
Counterparts 48
Amendments 48
11.4 Severability 48
Covenants in Subcontracts 49
Governing Law 49
11.7 Entire Agreement 49

11£ Successors and Assigns; No Third-Party Beneficiaries 50
Subordination 50
Conflict 51
Offset by Licensee 51
Waiver; Remedies 51
Authority of Commissioner 51
Estoppel Certificate 51
No Personal Liability 52
Limitation of City's Liability 52
Joint end Several Liability 52
Non-Recordation 52
Survival 53
1120 Force Majeure 53
SIGNATURE PAGE SIGNED:
CITY OF CHICAGO


By:
Mayor
Date: '_


RECOMMENDED BY:
Commissioner of
Aviation APPROVED AS TO FORM AND LEGALITY: Senior Counsel

(LICENSEE)


By:


Its:
[Title]


Date:


[Notary]
AUTOMATED RETAIL LICENCE AGREEMENT

This Automated Retail License Agreement ("Agreement") is entered into as of
, 2021 ("Effective Date"). The Agreement is by and between
[legal name of entity] a(n) Itype of entity
and state of organization] doing business as [d/b/a name, if different from
legal name of entity] ("Licensee"), and the City of Chicago, a municipal corporation and home rule unit of local government underthe Constitution of the State of Illinois ("City"), acting through its Chicago Department of Aviation ("CDA" or "Department").
BACKGROUND
The City owns and, through CDA, operates Chicago O'Hare International Airport ("O'Hare" or the "Airport"). O'Hare includes an international terminal, three domestic terminals, a multimodal facility and a transportation center (collectively, the "Terminals"). The City has determined that certain portions of the Terminals will be used for food, beverage and retail concessions designed to serve the needs of Airport patrons and employees and desires to operate its concession program at the Terminals to strive to meet the needs and desires of Airport users by providing first-class food, beverage, retail and service facilities.
The City issued a Request for Proposals ("RFP") for a concession at the Airport and Licensee responded with a proposal to operate a concession featuring convenience, food, beverage, gift and vending merchandise at O'Hare. The City desires to grant Licensee, and Licensee desires to accept, a license to operate such a concession at the Terminal location(s) identified in this Agreement, all under the terms and conditions of this Agreement.
The City has selected Licensee to provide automated retail, services, and food facilities and/or kiosks in the Terminals. These automated facilities should utilize the latest in technology offering customers the ability to purchase branded food, beverage or retail products or provide interactive services via automated retail vending machines with touch screen or e-commerce technology.
The City and Licensee acknowledge that the continued operation of the Airport as safe, convenient, and attractive facility is vital to the economic health and welfare of the City of Chicago, and that the City's right to supervise performance under this Agreement by Licensee is a valuable right incapable of quantification. Therefore, the City and Licensee agree as follows:


TERMS AND CONDITIONS
ARTICLE 1. CITY APPROVAL
This Agreement is subject to approval by the City Council of the City of Chicago. The City is not bound by the terms of this Agreement until such time as it has been approved by the City Council and has been duly executed by the Mayor of Chicago or the Mayor's proxy. As

provided in Section 11.13, where the approval or consent of the City is required under this Agreement, unless expressly provided otherwise in this Agreement, it means approval or consent of the Commissioner, the Commissioner's authorized representative or such other person as may be duly authorized by the City Council. As provided in Section 11.03, unless expressly provided otherwise in this Agreement, any amendment of this Agreement will require execution by the Mayor or the Mayor's proxy. As further provided in Section 11.03, any amendment that would cause the Agreement to no longer substantially conform to that approved by City Council, will require approval by City Council.
ARTICLE 2. INCORPORATION OF BACKGROUND AND EXHIBITS
Incorporation of Background. The background set forth above is incorporated by reference as if fully set forth here.
Incorporation of Exhibits. The following exhibits are incorporated into and made a part of this Agreement:
Exhibit 1 Licensed Spaces and Confirmation(s) of DBO
Exhibit 2 Fees
Exhibit 3 Development Plan
Exhibit 4 Products and Price List
Exhibit 5 Form of Letter of Credit
Exhibit 6 Insurance Requirements
Exhibit 7 ACDBE Special Conditions and Related Forms
Exhibit 8 MBE\WBE Special Conditions and Related Forms
Exhibit 9 Economic Disclosure Statements and Affidavits
Exhibit 10 Airport Concessions Program Handbook
Exhibit 11 Liquidated Damages
Exhibit 12 Utility Usage Fee

ARTICLE 3. DEFINITIONS
3.1 Definitions . In addition to terms defined in the background and elsewhere in this Agreement, the following words and phrases will have the following meanings for purposes of this Agreement:
"Additional Fees" means all sums due to the City from Licensee under this Agreement other than the Licensee Fee, Percentage Fee and Minimum Annual Guarantee.
"Additional Space" means space for Licensee to install additional automated retail vending machines or additional Storage Space that becomes part of the Licensed Space after the Effective Date pursuant to Section 5.03, but does not include Relocation Space.
"Additional Space Connection Fee" means a one-time, non-refundable fee allocated to an automated retail vending machine to be installed in Additional Space equal to the actual City costs, if any, required to install and/or upgrade the utilities such that the utilities are accessible to the automated retail vending machine within the Additional Space, plus the actual costs, if any, for changes necessary to the design elements of the applicable Vending Zone to maintain design





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quality and consistency of such Vending Zone following the incorporation of the Additional Space, and any other additional costs incurred in connection with designing and constructing Additional Space in the Vending Zone.
"Affiliate" means, except where otherwise defined, any individual, corporation, partnership, trustee, administrator, executor or other legal entity that directly or indirectly owns or controls, or is directly or indirectly owned or controlled by, or is under common ownership or control with Licensee.
"Airport Concession Disadvantaged Business Enterprise" or "ACDBE" has the meaning set forth on Exhibit 7.
"Airport Concession Program Handbook" means the handbook developed by CDA to govern the uniform operation of the concessions' programs at the Airport. The Airport Concession Program Handbook is available on the CDA website and may be amended from time to time by CDA. Any amendment of the Airport Concession Program Handbook by CDA during the Term of this Agreement will be binding on Licensee without need for amendment of this Agreement, provided that the amendment of Airport Concession Program Handbook does not conflict with the other terms and conditions of this Agreement.
"Agreement" means this Automated Retail License Agreement, including all exhibits attached to it and incorporated in it by reference, and all amendments, modifications or revisions made in accordance with its terms, as may be amended, restated, modified or supplemented from time to time.
"Chief Procurement Officer" means the Chief Procurement Officer of the City and any representative duly authorized in writing to act on his or her behalf.
"Commissioner" means the head of the Department and any City officer or employee authorized to act on the Commissioner's behalf. City contractors and consultants, including the Concession Management Representative, have no authority to grant approvals or consents required to be granted by the Commissioner under this Agreement, except where such person is expressly authorized to do so.
"Common Areas" means those areas of the Terminals that are not leased, licensed, or otherwise designated or made available by the Department for exclusive or preferential use by specific party or parties.
"Comptroller" means the head of the Department of Finance of the City and any City officer or employee authorized to act on the Comptroller's behalf.
"Concession" means Licensee's business of offering the Products identified in Exhibit 4 for sale to the public through automated retail vending machines and performing the Services pursuant to this Agreement.
"Concession Management Representative" or "CMR" means the entity retained by the City to assist in overseeing concessions at the Airport.
"Connection Fee" means a non-refundable fee, payable in two installments pursuant to











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Section 6.02(c), allocated to each automated retail vending machine equal to the Vending Zone Improvement Costs of all Vending Zones divided by the aggregate number of automated retail machines located in the Vending Zones; provided, however, that regardless of the Vending Zone Improvement Costs, the Connection Fee with respect to a Vending Zone will not exceed $2,500.
"Date of Beneficial Occupancy" or "DBO" means the date that is the earlier to occur of (A) or (B), as follows:
the date that is one hundred eighty (180) days after the first Delivery Date of the Licensed Retail Space; provided, however, that this one hundred eighty (180) day date shall be extended one day for each day Licensee has demonstrated to the satisfaction of the Commissioner that Licensee was delayed from commencing retail sales in all Licensed Retail Spaces due to force majeure pursuant to Section 11.20; or
the date Licensee commences retail sales in any portion of any of the Licensed Retail Spaces.
The DBO shall be confirmed in writing by the parties, and such written "Confirmation of DBO" shall thereafter be attached to Exhibit 1 of this Agreement without need for a formal amendment of this Agreement.
"Default Rate" means 12% per annum.
"Delivery Date" means, with respect to each Licensed Space, the date upon which the City grants Licensee permission to use such Licensed Space.
"Department" means the Chicago Department of Aviation, also known as CDA. "Development
Plan" means Licensee's conceptual plans, budget and other design specifications for the Licensed Retail Spaces and Licensee's schedule for commencement of retails sales in each Licensed Retail Space. The Development Plan is attached hereto as Exhibit 3.
"Distribution Fee" means the amount, if any, payable pursuant to Section 4.07(f) for Licensee's use of a centralized distribution and storage facility.
"Environmental Laws" means collectively, all applicable federal, state and local environmental, safety or health laws and ordinances and rules or applicable common law, including the Occupational Safety and Health Act of 1970, as amended (29 U.S.C. §651 et seq.), the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. §9601 et seq.), the Hazardous Materials Transportation Authorization Act of 1994 (49 U.S.C. §5101 et seq.), the Resource Conservation and Recovery Act (42 U.S.C.
§6901 et seq.), the Toxic Substances Control Act of 1976, as amended (15 U.S.C. §2601 et seq.), the Clean Air Act (42 U.S.C, §7401 et seq.), the Clean Water Act (33 U.S.C. §1251 et seq.), the Safe Drinking Water Act (42 U.S.C. §300(f) et seq.) as any of the foregoing may later be amended from time to time; any rule or regulation pursuant to them, and any other present or future law, ordinance, rule, regulation, permit or permit condition, order or directive addressing environmental, health or safety issues of or by the federal government, or any state or other





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political subdivision of it, or any agency, court or body of the federal government, or any state or other political subdivision of it, exercising executive, legislative, judicial, regulatory or administrative functions.
"EDS" means the City's Economic Disclosure Statement and Affidavit.
"Event of Default" has the meaning set forth in Article 9.
"Fees" means all amounts payable by Licensee in connection with this Agreement, including but not limited to the License Fee, Percentage Fee, Minimum Annual Guarantee, Additional Fees and any liquidated damages specified in the Agreement for non-compliance with the City's requirements for Concession operations.
"Gross Revenues" means the sum of all amounts collected in cash or credit card receipts. Gross Revenues will be determined without any deduction on account of the costs of furnishing the automated retail vending machines or the Services, the cost^ of materials used, labor or service costs of any other expenses whatsoever. Without limiting the foregoing, Gross Revenues do not, however, include the following:
any sums collected and paid out by Licensee for any sales, retail excise, use, privilege, or retailers occupation taxes now or later imposed by any duly constituted governmental authority;
the amount of any cash or credit refund made upon any sale, but only if the original sale was made from an automated retail vending machine as part of the Concessions and included in Gross Revenue;
bona fide transfers of Products to or from the Licensed Spaces to any other stores or warehouses of Licensee;

returns to shippers, suppliers or manufacturers;
bulk sales of Products inventory not sold to the public and not in the ordinary course of business; and
insurance proceeds received from the settlement of claims for loss of or damages to Products, fixtures, trade fixtures and other Licensee personal property other than the proceeds of business interruption insurance.
"License" means the privilege granted to Licensee under this Agreement to operate the Concession and conduct the Services in the Terminals.
"License Fee" means the Fee payable by Licensee for the License, equal to the greater of the Percentage Fee or Minimum Annual Guarantee, as set forth in Section 6.01 and Exhibit 2. "License Year" means
for the initial License Year of this Agreement, a period beginning on the Date of Benefic ial Occupancy and ending on December 31 of that calendar year, and
for the balance of the Term, each successive calendar year, but including only that portion of the calendar year prior to the date on which the Term expires, or the



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Agreement is otherwise terminated.
"Licensed Retail Space" means each Licensed Space designated under this Agreement for Licensee to install and operate Licensee's automated retail vending machines.
"Licensed Space" means all Licensed Retail Spaces and Storage Spaces, if any, the City permits Licensee to use for the sole purpose of exercising the License pursuant to this Agreement, as identified in Exhibit 1, which such Exhibit may be modified from time to time as Licensed Space may be added, removed, or relocated in accordance with Article 5.
"Marketing Fee" means Licensee's contribution for promotions at the Airport, as set forth in Section 4.09(a).
"Minimum Annual Guarantee" or "MAG" means the minimum amount payable each License Year for the License Fee as set forth in Exhibit 2.
"Monthly Reports" has the meaning set forth in Section 6.04(1).
"Percentage Fee" means the percentage fee(s) set forth in Exhibit 2.
"Products" means the convenience merchandise, food and beverage menu items, Chicago oriented gift items, vending items and related merchandise that Licensee is permitted to sell in its Licensed Retail Space and maintain in inventory in its Storage Space, if any, under the terms of this Agreement, as set forth by category or item in Exhibit 4. Licensee was selected by the City specifically to sell the Products identified in Exhibit 4 and is not permitted to sell any items or types of items not identified in Exhibit 4 unless otherwise agreed in writing by the Commissioner.
"Response" means the response to the RFP Licensee submitted to the City.
"Service Schedule" has the meaning set forth in Section 4.02(g).
"Services" means the services necessary to carry out the responsibilities of Licensee under this Agreement including but not limited to the installation, operation, maintenance, and repair of automated retail vending machines furnished by Licensee to a Licensed Retail Space for operation of the Concession in accordance with this Agreement.
"Storage Space" means a Licensed Space as may be designated by the Commissioner from time to time in the Commissioner's sole discretion for use by Licensee to store inventory and supplies.
"Subcontractor" means any person or entity with whom Licensee contracts with to provide any part of the Services. The term "Subcontractor" also includes subconsultants of any tier, subcontractors of any tier, suppliers and materialmen, whether or not in privity with Licensee.
"Term" means the period of time beginning on the Effective Date and ending at 11:59 p.m. on the fifth anniversary of the DBO, unless otherwise extended pursuant to Section 7.03 herein, or, unless this Agreement is terminated earlier in accordance with its terms.
"Utility Usage Fee" means the fee for utilities used by Licensee's automated retail








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vending machines, calculated as set forth in in Exhibit 12.
"Value Pricing" has the meaning set forth in Section 4.04(a)(1).
"Vending Zone" means a designated location(s) within the Terminals defined by an official outline drawing where a grouping of one or more automated retail vending machines are located in close proximity. The size and/or location of a Vending Zone may change at the sole discretion of the City. The anticipated Vending Zones and automated retail vending machines to be located in each Vending Zone, as of the date of this Agreement, are listed in Exhibit 1, which may be updated from time to time, and such periodic updates shall not require an amendment to this Agreement.
"Vending Zone Improvement Costs" means, for each Vending Zone, the actual costs of the Vending Zone Improvements for that Vending Zone. "Vending Zone Improvements" means:
the construction required to install and/or upgrade any elements of the electrical systems to make such electrical system accessible within a Vending Zone to support the automated retail vending machines therein; provided, for the avoidance of doubt, any construction required to make any utility other than electricity accessible within a Vending Zone does not constitute a Vending Zone Improvement;
the construction of any design elements related to a Vending Zone (including, but not limited to, shrouds to create semi-enclosed spaces around each Vending Zone); and
any other work performed in connection with the initial design and construction of a given Vending Zone.
3.2 Interpretation.
The term "include" (in all its forms) means "include, without limitation" unless the context clearly states otherwise.
The term "person" includes firms, associations, partnerships, trusts, corporations and other legal entities, including public bodies, as well as natural persons.
All references in this Agreement to Articles, Sections or Exhibits, unless otherwise expressed or indicated are to the Articles, Sections or Exhibits of this Agreement.
Any headings preceding the text of the Articles and Sections of this Agreement, and any table of contents or marginal notes appended to it, are solely for convenience or reference and do not constitute a part of this Agreement, nor do they affect the meaning, construction or effect of this Agreement.
Words in the singular include the plural and vice versa. Words of the masculine, feminine or neuter gender include correlative words of the other genders.
Where the approval or consent of Licensee is required under this Agreement, it




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means the approval or consent of Licensee's authorized representative. To be binding on the City, all approvals or consents must be in writing and signed by the appropriate City representative.
(g) All references to a number of days mean calendar days, unless expressly indicated otherwise.
ARTICLE 4. LICENSE AND LICENSEE'S OBLIGATIONS
4.1 Concession License. As of the Effective Date, the City grants Licensee a License to operate the Concession in the Terminals. Licensee accepts the License from the City and assumes the duties of Licensee provided in this Agreement and in the Airport Concession Program Handbook. Licensee's obligation to provide the Services, including installation, operation, stocking, repair, and maintenance of the automated retail vending machines will be at Licensee's cvn expense, unless otherwise set forth herein. Licensee understands "nd agrees that the License will terminate upon the expiration or earlier termination of this Agreement. If Licensee complies with the terms of this Agreement, Licensee will have the right of ingress to and egress from the Licensed Spaces, for Licensee, its officers, employees, agents, Subcontractors, vendors, suppliers, and invitees, subject to all statutes, ordinances, rules and regulations from time to time enacted or established by the City, the FAA, the TSA or any other governmental agency or authority having jurisdiction. Licensee must not conduct the Concession in a manner that, in the judgment of the Commissioner:
interferes or might interfere with the reasonable use by others of Common Areas or the leased or licensed space of tenants or other licensees at the Airport;
hinders or might hinder TSA, Airport security, police, fire-fighting or other emergency personnel in the discharge of their duties;
would, or would be likely to, constitute a hazardous condition at the Airport;
would, or would be likely to, increase the premiums for insurance policies maintained by the City, unless the operations are not otherwise prohibited underthis Agreement and Licensee pays the increase in insurance premiums occasioned by the operations; or
would involve any illegal purposes.
42 No Assignment, Sublicense or Other Uses. Licensee understands and agrees that the locations of the Licensed Retail Spaces were determined by the City so that the Concession operated by Licensee is an element of an overall concession program and, as such, complements and does not conflict with other concessions in the vicinity of such Licensed Retail Space. Accordingly, Licensee acknowledges that the principal purpose of this Agreement is to provide Licensee a License to operate its Concessions in the Licensed Retail Spaces without right of sublicense or assignment and that any attempted sublicense, assignment or other use of the Licensed Retail Spaces without the written consent of the City in accordance with the terms of this Agreement is absolutely prohibited and is an Event of Default except as otherwise permitted pursuant to Section 10.5.

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43 Products.
General Products Requirements. Exhibit 4 to this Agreement lists, by general category or specific item, all Products that Licensee is allowed to sell under the License from Licensee's automated retail vending machines and the prices to be charged to the public. Products that Exhibit 4 indicates are mandatory, if any, must be offered for sale to the public by Licensee. If Exhibit 4 is stated in general terms, upon request, Licensee must provide the Commissioner with a complete list of all Products and prices within five (5) days of such request. The City's execution of this Agreement constitutes its approval of the sale of the products, services, and pricing reflected in Exhibit 4 on the Effective Date. Any changes to Exhibit 4 are subject to the Commissioner's prior written approval. Upon such approval, Exhibit 4 may be amended without need for formal amendment of this Agreement pursuant to Section 11.03.
Product Inventory Obligations. Products offered from the automatic retail vending machines must be new, fresh and of top quality. Licensee must store, out of sight of customers, Products in excess of the amount needed to stock displays. Licensee must stock and store a sufficient amount of each Product so as to maximize Gross Revenues, subject to and consistent with Licensee's and the City's desire to accommodate the convenience and needs of the Airport's patrons. Each automated retail vending machine must remain stocked at or above ninety (90%) percent of menu availability at all times and must be restocked within 48-hours, or upon the written a written request by Licensee, such other period of time approved by the Commissioner, which such approval shall not be unreasonably withheld, if inventory falls below sixty (60%) percent. If Licensee fails to timely restock an automated retail vending machine's inventory in accordance with this Section 4.03(b), then, in addition to all other remedies the City may have at law, in equity or under this Agreement, and immediately following the 48-hour period in which inventory of the automated retail vending machine remained below sixty (60%) percent, Licensee may incur, as liquidated damages and not as a penalty, an amount as outlined in Exhibit 11.
Product Quality. At any time, the Commissioner or CMR may review the quality ofthe Products then being offered for sale by Licensee and require improvements in the quality of the Products or elimination of particular items that the Commissioner determines raise safety or security issues; provided, however, potential changes to the items as set forth in this section shall be required only if reasonably agreed to by Licensee; provided, further, changes to remedy safety or security issues are required at the Commissioner's sole discretion and do not require Licensee's approval. Following the Commissioner's written notice to Licensee, Licensee shall within five (5) days for perishable items and fifteen (15) days for nonperishable items to rectify or modify the quality ofthe Products or eliminate the particular items, as applicable. Failure to comply within five (5) days for perishable items and fifteen (15) days for nonperishable items will constitute an Event of Default. Licensee's failure to comply would cause the City damages, including loss of goodwill, that are difficult or impossible to prove or quantify. Therefore, in addition to other remedies for an Event of Default, for as long as non-compliance continues after the five-day or fifteen-day cure period, the Commissioner will assess Licensee, as liquidated damages and not as a penalty, an amount as outlined in Exhibit 11.
4.4 Pricing.
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(a) Value Pricing
Licensee shall comply with the City's Value Pricing policy. The policy generally requires a retailer charge a price for a product or service at the Airport as the same price charged for the same product or service at similar locations in the City (each such store hereinafter referred to as a "Benchmark Location," and, such policy hereinafter referred to as "Value Pricing"). Licensee will propose Benchmark Locations subject to approval by the City. The following locations and areas shall be excluded when establishing Benchmark Locations: hotel restaurants or kiosks, bus and train transportation centers, entertainment centers, arenas, theaters, convention centers or similar venues unless expressly approved in writing by the City. Benchmark Location exclusions may change throughout the Term as determined necessary by the City. If Licensee or its Subcontractors currently operate the exact concession at other locations in the City of Chicago, then those locations may be designated Benchmark Locations. Otherwise, Benchmark Locations will be selected based on locations that offer automated retail comparable to the proposed concept.
Licensee must submit to CMR, within thirty (30) days after the end of each License Year, or as requested from time to time by the Commissioner or CMR, a pricing report demonstrating compliance by Licensee with the Value Price requirements. Any prices that the Commissioner or CMR determines to be inconsistent with the Value Price requirements must be adjusted accordingly. At any time, and from time to time, the Commissioner or CMR may review the prices of the Products then being offered for sale by Licensee and require adjustments in prices of the Products or particular items in order to comply with the Value Price requirement. Following the CMR's written notice to Licensee, Licensee shall promptly adjust the price of the Products or particular items, as applicable. Failure to comply within five (5) days will constitute an Event of Default. Licensee's failure to comply would cause the City damages, including loss of goodwill, that are difficult or impossible to prove or quantify. Therefore, in addition to other remedies for an Event of Default, for as long as non-compliance continues after the five- day cure period, the Commissioner will assess Licensee, as liquidated damages and not as a penalty, an amount as outlined in Exhibit 11.

Approval of Price Increases. Licensee shall not increase the price of any Product from the price listed in Exhibit 4 without the prior written approval of the Commissioner as set forth in Section 4.03(a).
Other Pricing Policy. The Commissioner may adopt other reasonable pricing policies, with which Licensee and Subcontractors shall comply, to restrict overcharging and price gouging, but in no event shall the Commissioner require prices lower than the established Value Pricing.
45 Automated Retail Vending Machine Standards.
(a) Appearance and Inspection. Licensee must supply, at its own expense, each automated retail vending machine, all equipment required to operate such automated retail vending machines and any other equipment required by this Agreement. All automated retail vending machines must be, new or like new, and of the highest quality. The Commissioner and CMR have
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the right to inspect any automated retail vending machine installed in a Licensed Retail Space. Licensee must conduct the Concession operations in a first- class, businesslike, efficient, courteous, and accommodating manner consistent with the "Physical Inspection Standards" that appear in Appendix 1 of the Airport Concession Program
Handbook to the extent such standards are applicable to the vending services industry. The Commissioner and CMR have the right to make reasonable objections to an automated retail vending machine if the appearance or condition do not comply with the terms of this Agreement. Licensee must discontinue or remedy any non-compliant practice, appearance or condition within fifteen (15) days following receipt of such written objection (or immediately upon receipt if the Commissioner or CMR deems non-compliance hazardous or illegal). Licensee's failure to timely cure the non-compliance identified by the Commissioner or CMR would cause the City damages that would be difficult or impossible to prove or quantify. Accordingly, if Licensee fails to timely cure non-compliance, then, in addition to all other remedies the City may have at law, in equity or under this Agreement, and beginning on the first day after expiry of the fifteen-day (15) cure period, Licensee must pay the City, as liquidated damages and not as a penalty, the amounts outlined in Exhibit 11.
Right to Require Replacement. In addition to the foregoing, the City may require Licensee replace any automated retail vending machine at any time during this Agreement if: (i) Licensee does not timely cure any non-compliance identified pursuant to Section 4.05(a), or (ii) the automated retail vending machine is deficient in any of the ways set forth in Section 4.06(c), and after giving Licensee written notice of such deficiency and reasonable time to cure following such notice, Licensee has failed so cure.
Operating Instructions: Refunds: Licensee must provide visible, easily accessible and understood operating instructions for customers at each Licensed Retail Space for each automated retail vending machine therein. Licensee must provide customers with an explicit explanation of where and how malfunction issues and refund requests may be made for each automated retail vending machine.
Forms of Payment. Each of Licensee's automated retail vending machines must accept at least three nationally recognized credit cards, including but not limited to, American Express, Visa, MasterCard and Discover, as suitable payment for the sale of all Products. Licensee's failure to accept the required forms of payment at an automated retail vending machine would cause the City damages including, among other things, loss of goodwill, which would be difficult or impossible to prove or quantify. As such, and in addition to all other remedies the City may have at law, in equity or under this Agreement, Licensee will incur, as liquidated damages and not as a penalty, the amounts outlined in Exhibit 11 upon failure to accept the required forms of payment detailed herein and has not cured such failure within 72 hours of actual knowledge of such breach.
4.6. Installation, Repairs and Maintenance.
(a) Installation, Operation and Maintenance Standards. Licensee must install, operate and maintain each automated retail vending machines in accordance with the following standards: (i) applicable requirements of the Municipal Code of Chicago; (ii) applicable standards of the Airport Concession Program Handbook; (iii) applicable written standards of the City's Department of Buildings; (iv) any requirements set forth in the RFP or the Response; (v) applicable manufacturer's specifications; (vi) Licensee's standard operating practices and procedures; and
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(vii) all other provisions of this Section 4.05. Installations and maintenance conducted by Licensee must also comply with all applicable federal, state and local laws, regulations, decrees, orders and judgments. To the extent that these standards are inconsistent, the strictest standard will apply, or, in the case of a conflict, the Commissioner will determine which standard applies. Licensee must take all necessary safety precautions to prevent accidents or injury to persons on, about or adjacent to any Licensed Retail Space where installation of one of Licensee's automated retail vending machines is performed and must not install an automated retail vending machine on or over the boundaries of the Licensed Retail Space.
Installation and Maintenance Costs. Except as otherwise expressly set forth in this Agreement, Licensee must pay all direct and indirect costs of installing and conducting maintenance on Licensee's automated retail vending machines.
Approval Prior to Installation. No automated retail vending machine or related equipment may be installed in, removed from or relocated within, any Licensed Retail Space without prior written approval of either the Commissioner or CMR and the issuance of the required permits, if any. The Commissioner and CMR may inspect any automated retail vending machine prior to installation of such automated retail vending machine. Licensee must submit to the Commissioner and CMR all manufacturer's documents including the energy usage specifications, the energy efficiency specifications, standards and procedures for installation and operating manuals as well as the proposed Service Schedule for such automated retail vending machine for review and approval prior to installation. The Commissioner or CMR may reject any automated retail vending machines considered for approval pursuant to this Agreement that he or she believes would not operate efficiently or satisfy the purposes of this Agreement. Grounds for rejecting an automated retail vending machine prior to installation include, but are not limited to, the following: (1) the automated retail vending machine has obvious external damage, is unattractive or does not reasonably appear to be "new" or "like-new"; (2) the model of the automated vending retail machine is outdated or is not of the highest standard of quality; or (3) the automated retail vending machine does not meet another requirement set forth in this Agreement.
Maintenance Service Schedule. Prior to the installation of an automated retail vending machine, Licensee shall establish an initial servicing schedule for such automated retail vending machine with service scheduled at least once per week, or such greater amount as Licensee determines necessary based upon projected usage and sales (the "Service Schedule"). Once an automated retail vending machine has been installed, the City and Licensee will review the related Service Schedule, when determined necessary by the City, in its sole discretion, and shall make any adjustments to such Service Schedule needed based upon sales and/or product usage. Any adjustments to the Service Schedule shall be mutually agreed upon by the City and Licensee. In no case shall an automated retail vending machine be serviced less than once per week unless agreed to in writing by the Commissioner. Licensee will provide the City a copy of the initial Service Schedule for each automated retail vending machine priorto installation of such automated retail vending machine and an updated Service Schedule following any adjustments thereto.
Repairs and Replacement.



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(i) If any automated retail vending machine is damaged or is inoperable or for any reason, Licensee must repair or replace such automated retail vending machine, in a manner acceptable to the Commissioner, as promptly as possible; provided, all repairs must be performed within 48-hours of when Licensee became aware of such damage or inoperability unless additional time is granted in writing by the Commissioner. Alternatively, Licensee may replace such automated retail vending machine; provided, such replacement automated retail vending machines must be installed by Licensee and fully operable within five (5) days of when Licensee became aware of the damage or inoperability. The replacement automated retail vending machine must new or like new, carry the same Products as the damaged automated retail vending machine, and meet all other requirements set forth in this Agreement. The time for repair or replacement may be extended at the discretion of the Commissioner. Licensee's failure to timely repair or replace the applicable automated retail vending machine would cause the City damages including, among other things, loss of goodwill, which would be difficult or impossible to prove or quantify. As such, and in addition to all other remedies the City may have at law, in equity or under this Agreement, Licensee will incur, as liquidated damages and not as a penalty, the amounts outlined in Exhibit 11 upon failure to complete any replacement or repairs required under this Section within the applicable cure period.
(n) The City, in its sole discretion, reserves the right to require Licensee to replace any automated retail vending machine that requires significant refurbishment, is frequently in need of repairs, has repeated malfunctions or which is otherwise deemed to not adequately serve the public.
(iii) Any repair person dispatched by Licensee must be well-trained and knowledgeable about vending equipment and must be able to efficiently and effectively repair vending equipment. Licensee must ensure that all repair persons carry photo identification whenever making a service call to an automated retail vending machine.
(f) Reporting Damage. Licensee must immediately report any damage arising out of Licensee's performance under this Agreement to the City. Any damage to City or third-party property due to Licensee's installation or maintenance work under this Agreement must, at Licensee's expense, be repaired, replaced or restored by Licensee to at least an equivalent condition as before such damage occurred.
(i) Licensee must take whatever action is reasonably necessary to maintain the highest standards of sanitation and cleanliness in the Licensed Retail Spaces to the extent such action is consistent with vending services industry standards. Licensee's commitment to the maintenance of a clean and attractive environment in the Licensed Retail Spaces is consistent with vending services industry standards. Immediately following any installation of or maintenance to an automated retail vending machine, Licensee must clean up and properly dispose of all refuse and waste materials resulting from such installation or maintenance.
(n) Licensee must thoroughly clean (inside and out) all automated retail
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vending machines as often as is reasonably necessary, but at least twice per calendar year. If Licensee becomes aware that an automated retail vending machine requires cleaning outside of those regularly scheduled, Licensee must clean such automated retail vending machine as promptly as possible, but in any event within seven (7) days of discovering such need. Licensee shall schedule cleanings primarily before 5:30 a.m. or after 10:30 p.m. when passenger traffic is light, or as otherwise approved by the City.
4.7 Operation of Concession.
Hours of Operation.
(i) Licensee must begin conducting its Concession operations in each Licensed Retail Space within ninety (90) days of the Delivery Date applicable to that Licensed Retail Space and continue operations uninterrupted after that date during all required hours of operation. Each automated retail vending machine shall be operable and available to the public twenty-four (24) hours per day, seven (7) days per week, three hundred sixty-five (365) days per year. In no event shall the hours of operation be curtailed by Licensee to an extent that the Services conducted pursuant to the License are diminished unless otherwise approved by the Commissioner or CMR in writing. An automated retail vending machine in a Licensed Retail Space is permitted to be temporarily unavailable periodically for restocking, cleaning, maintenance and repair. To the extent possible, such temporary unavailability shall not be during peak passenger times as per published flight schedules. Licensee is required to allow access to its automated retail vending machines to the City twenty-four (24) hours per day.
(5) Except as otherwise permitted under this Agreement, it is an Event of Default if Licensee fails to operate its Concession from any Licensed Retail Space during all times Licensee is required to do so under Section 4.7(a)(i) and such failure continues for more than three (3) days after the City provides notice of the failure to Licensee. Licensee acknowledges that failure to provide the Concession to the public would cause the City substantial damages, a portion of which may be ascertainable but another portion of which, related to loss of goodwill due to the public's inability to obtain the Products, the provision of which is one of the key purposes of this Agreement, might be difficult or impossible to prove or quantify. Accordingly, in addition to other remedies available to the City for an Event of Default, Licensee must pay the City, as liquidated damages and not as a penalty, in connection with such loss of goodwill, the amounts as outlined in Exhibit 11 on the first day after expiry of the three-day cure period. The obligation to make payments of liquidated damages will continue until the earliest of: (i) the time that the affected portion of the Licensed Retail Space re-opens for business; or (ii) the date that this Agreement expires or is terminated with respect to the affected portion of the Licensed Retail Space.
Personnel.
(i) Licensee must maintain a full time, fully trained staff during the Term of this Agreement having sufficient size, expertise and experience to operate the Concession. Licensee must designate a general manager, experienced in management

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and supervision, who has sufficient authority and responsibility to administer and manage the Concession. The general manager (or authorized representative) must be immediately available to the Department during normal business hours. The Commissioner may request removal of the general manager if the Commissioner reasonably determines, in the Commissioner's sole discretion, that the general manager is not performing up to standards consistent with the fulfillment of Licensee's obligations and Licensee agrees to comply with the Commissioner's request; provided that such request is in writing, does not contravene applicable laws, and Licensee is first given an opportunity to respond and address such issues consistent with this Agreement. Licensee's obligation to comply with any such request shall also be subject to restrictions imposed upon it by any collective bargaining agreement or other contract affecting such personnel.
(n) Salaries of all employees of Licensee and its Subcontractors performing services or work under this Agreement must be paid unconditionally and not less often than once a month without deduction or rebate on any account, except only for those payroll deductions that are mandated by law or permitted by the applicable regulations issued by the United States Secretary of Labor under the "Anti-Kickback Act" of June 13, 1934 (48 Stat. 948; 62 Stat. 740; 63 Stat. 108; 18 U.S.C. § 874, and 40 U.S.C. § 276c). Licensee must comply with all applicable "Anti-Kickback" regulations and must insert appropriate provisions in all Subcontracts covering work under this Agreement to ensure compliance of all Subcontractors with those regulations and with the other requirements hereunder and is responsible for the submission of affidavits required under them, except as the United States Secretary of Labor may specifically provide for variations of, or exemptions from, those requirements.
Trade Name. Unless otherwise approved by the Commissioner in writing, Licensee must operate the Concession only in Licensee's trade name identified in the Response.
Records and Audit. Licensee must maintain books and records of the operations of the automated retail vending machines and Services, including cash and non-cash revenues generated and unit sales of each Product sold on a monthly basis, with a separate account for each automated retail vending machine and each Vending Zone. All books and records must be maintained in a manner consistent with generally accepted accounting principles and practice.
Licenses and Permits. Licensee must, in a timely manner consistent with its obligations under this Agreement, secure and maintain, or cause to be secured and maintained, at its expense, any permits, licenses, authorizations and approvals necessary under federal, state or local law for Licensee and Subcontractor to operate the Concession; operate, use and maintain the Licensed Spaces; and otherwise comply with the terms of this Agreement and the privileges granted under this Agreement. Issuance of any required permit by the City as to the installation or maintenance of an automated retail vending machine pursuant does not waive other applicable requirements of federal or Illinois law or the Municipal Code of Chicago, and Licensee must comply with such other requirements. Licensee must promptly provide copies of any required licenses and permits to the Commissioner and CMR. If Licensee fails to timely cure non­compliance, then, in addition to all other remedies the City may have at law, in equity or under this Agreement, Licensee must pay the City, as liquidated damages in connection with the loss of
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good will among visitors to the Terminals and not as a penalty, the amounts outlined in Exhibit 11.
Distribution and Deliveries. Concession deliveries must be made only within the times and at the locations authorized by the Commissioner and otherwise in accordance with the terms of this Agreement. All deliveries that require access to the aircraft operations area ("AOA") must be made by vehicles and drivers qualified and permitted to drive over AOA roadways. There is currently no central distribution and storage facility at the Airport; however, the City intends to implement such a facility during the Term of this Agreement. Thereafter, at the option of the Commissioner, after first giving reasonable notice to Licensee, the Commissioner may require Licensee to arrange for all deliveries to the central distribution and storage facility, except where delivery to a third party is prohibited by law, such as delivery of liquor, or as otherwise approved by the Commissioner in writing. At the Commissioner's sole discretion, the central distribution and storage facility, if implemented, may be operated by a third-party licensee selected or approved by the Commissioner. If the central distribution and storage facility is implemented, Licensee must pay the City, or the third-party operator, Licensee's proportional share of the cost for deliveries to and distribution from the facility ("Distribution Fee") as determined by the Commissioner. Such Distribution Fee will be intended to cover the costs of delivery as well as development, utility, operation and maintenance costs and other costs associated with the opening and/or operation of the central distribution and storage facility and is considered to be an Additional Fee. Licensee acknowledges that the City will not be responsible for and will have no liability related to the operation of (or the failure to operate) the central distribution and storage facility at the Airport, including lost profits, consequential damages or any other losses or damages whatsoever.
Collections. Licensee is responsible for all collections of Gross Revenues. Collections of Gross Revenues from automated retail vending machines must be accomplished in a prompt and timely manner and may not interfere with use and access of the automated retail vending machines.
Payment Card Industry Compliance. Licensee's Concessions must be and remain compliant with Payment Card Industry Security Standards ("PCI Standards") at all times as the PCI Standards are in effect at such time. Any breach of compliance with the PCI Standards, then in effect and related to the Concessions at the Airport, must be reported to the City within forty-eight (48) hours of Licensee's knowledge of such event. Licensee's failure to be in compliance with the PCI Standards on numerous occurrences (more than one) constitutes an Event of Default under this Agreement.
4.8 Utilities and Utilities Access.
(a) Utility Usage Fee. The City shall charge Licensee the Utility Usage Fee for utilities based on a reasonable estimate of usage for each automated retail vending machine as further defined in Exhibit 12; provided, however, Licensee, may at its sole cost and upon written notification to the City, elect to have the utilities separately metered and the City shall calculate the Utility Usage Fee based on the metered reading of utilities furnished to the automated retail vending machines. Notwithstanding the foregoing, the City, after written notice to the Licensee, may select any other reasonable method for calculating the Utility Usage Fee and such periodic updates shall not require an amendment to this Agreement.
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(b) Utilities Access. To the extent Licensee cannot use existing piping, wiring or other existing facilities to access utilities in a Vending Zone for its automated retail vending machines, the City will construct new, different or additional piping or wiring at such Vending Zone to provide utilities access for Licensee's automated retail vending machine. To the extent such construction relates to an automated retail vending machine's ability to access or utilize:
the electrical system, such construction will be a Vending Zone Improvement, and the cost incurred by the City for such Vending Zone Improvement will be covered by collection of the Connection Fee pursuant to Section 6.01;
any utility other than the electric system, Licensee will be responsible for the actual costs of such construction, and if the related Licensed Space:

is not Additional Space, such costs will be billed to Licensee as an Additional Fee; or,
is Additional Space, such costs will be assessed as part of the Additional Space Connection Fee.

Marketing and Promotion.

Marketing Fee and Advertising Fund. The Department operates a marketing fund (the "Fund") for the purpose of financing a program for advertising and promoting concessions at the Airport. The Program may include advertising, media placements, displays and related upkeep, special events, signage, enclosures, promotional events, brochures, videos and catalogs, mystery shops, market research and surveys, customer service training etc., as appropriate. The Program will be funded by contributions from Licensee and other concessions operators and tenants at the Airport. Licensee will contribute an amount of 0.5% of Gross Revenues per License Year to the Fund (such contribution the "Marketing Fee"). All contributions to the Fund may only be expended for the promotion of concessions and marketing-related staff activities at the Airport and for no other purposes. Licensee shall make its contributions to the Fund monthly in arrears concurrently with its Fee payments underthis Agreement. The City may, but is not required to, contribute to the Fund. Licensee has no ownership or beneficial interest whatsoever in the Fund or any unspent moneys therein.
Logo. Licensee agrees to provide, at the sole cost of Licensee and if requested by the City, the City with one (1) logo sign per automated retail vending machine designed and constructed according to City's specifications. The logo sign must be removable. Any future updates and replacements of the logo sign shall be at the sole cost of Licensee at shall be at the sole discretion of the City.
MBE/WBE Compliance.
(a) As applicable, Licensee shall make good faith efforts to meet the following goals with respect to participation of Minority Business Enterprises/Woman-Owned Business Enterprises ("MBE/WBE") in any design (including professional services) and any construction (including installations) of Licensee undertakes pursuant to this Agreement, respectively: (i) Design: 25% MBE and 5% WBE; and (ii) Construction: 26% MBE and 6% WBE. However, in consideration of the anticipated costs of any such design and construction of the Concession, the City will accept a participation plan that meets a combined single Design and Construction goal of 26%
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MBE and 6% WBE participation, which participation may be achieved with any combination of construction and design contracts. The Special Conditions and related forms used by the City in its own procurements are attached hereto as Exhibit 8 and should be used by Licensee's Subcontractors. Licensee must submit to CMR completed Schedules Cs and D's from its design and construction Subcontractors demonstrating their percentage MBE and WBE participation commitments, and their good faith efforts to achieve the foregoing goals if the commitments are less than those goals. Thereafter, Licensee must submit periodic reports to CMR, in a form and frequency determined by the Commissioner, documenting its Subcontractors;' compliance with their commitments.
ARTICLE 5. LICENSED SPACES
5.1 Location of Automated Retail Vending Machines. Licensee's automated retail vending machines must be located in a Licensed Retail Space identified in Exhibit 1 (or portions thereof as sha!! be indicated by the City) or other locations pursuant to the terms set forth herein as specified solely by the City. Exhibit 1 may be updated by agreement of the Licensee and the Commissioner from time to time to reflect changes in Licensed Space, including but not limited to any Additional Space or Relocation Space without the need to amend this Agreement. As of the Effective Date, the square footage identified in Exhibit 1 is approximate, and is subject to correction in accordance with field measurements to be taken after completion of the Vending Zone Improvements. All such measurements relating to the Licensed Spaces will be made from the manufacturers dimensions and drawings as identified on Exhibit 1. City is allowing access to the Licensed Spaces for the sole purpose of Licensee exercising the License granted, and no other purpose shall be valid unless otherwise approved in writing by the Commissioner. Licensee must confine Concession operations to Licensed Spaces. Any operation by Licensee of an automated retail vending machine outside of Licensed Retail Spaces is an Event of Default.
Storage Space. Licensee shall have access to the Storage Space, if any, identified in Exhibit 1. Storage Space is to be used be used to store inventory and supplies in orderto facilitate use of the License. No Storage Space shall be used for purposes other than supporting Licensee's use of the License. If the Commissioner determines that Licensee is using Storage Space for purposes unrelated to supporting Licensee's use of the License, the Commissioner may unilaterally delete the Storage Space from the Licensed Spaces. If the Commissioner determines that the size ofthe Storage Space exceeds the needs of Licensee, the Commissioner may unilaterally reduce the size of the Storage Space.
Additional Space
(a) Commissioner Offer of Additional Space. During the Term, the Commissioner may from time to time, at the Commissioner's sole discretion, make Additional Space available in the Terminals for Licensee's use of the License. In such event, the Commissioner will send written notice to Licensee to advise Licensee of the following:
size and location of the Additional Space being offered;
whether the Additional Space is being offered as Licensed Retail Space or Storage Space; and


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the amount of the Additional Space Connection Fee, if any.
Licensee Response to Offer. Within thirty (30) days after receiving the notice from the Commissioner, Licensee must notify the Commissioner if it accepts or rejects the Additional Space and, if the Additional Space will be Licensed Retail Space, the amount by which Licensee proposes to increase its Minimum Annual Guarantee to reflect the anticipated increase in Gross Revenues from the Additional Space. Upon notification from Licensee to the Commissioner that Licensee accepts Additional Space to be used as Licensed Retail Space and acceptance by the Commissioner of the proposed increase in the Minimum Annual Guarantee, Exhibits 1 and 2 shall be modified accordingly without the need for an amendment. Upon notification from Licensee to the Commissioner that it rejects the Additional Space or if Licensee fails to notify the Commissioner within thirty (30) days whether it accepts the Additional Space, the offer will terminate, and the Commissioner may offer the Additional Space toothers.
Additional Space Connection Fee. With respect to each automated retail vending machine to be installed on accepted Additional Space, Licensee agrees to pay the Additional Space Connection Fee, if any, applicable prior to installation of such automated retail vending machine in the Additional Space.
No Obligation to Provide Additional Space. Nothing in Section 5.03(a) or Section 5.05 requires the Commissioner to offer any Additional Space to Licensee or restricts the Commissioner's or the City's right to enter into any concession agreement with any third party for such space. Additional Space, if any, offered to Licensee is solely for the benefit of the Airport to enhance Airport revenues, and whether or not to offer such Additional Space to Licensee is at the Commissioner's sole and absolute discretion. LICENSEE HAS NO RIGHT TO BE OFFERED ANY ADDITIONAL SPACE AND COMMISSONER IS UNDER NO OBLIGATION TO ACCEPT ANY LICENSEE PROPOSAL TO ACQUIRE ADDITIONAL SPACE.
5.4 Relocation Space. The Commissioner may at any time during the Term require Licensee to relocate all or portion of the Licensed Spaces to another location within the Airport and revoke Licensee's permission to access the portion of the Licensed Spaces being vacated when, in the sole discretion of the Commissioner, the relocation is necessary for other Airport purposes or is in the best interest of the City. In such an event, the Commissioner will notify Licensee in writing within a reasonable period of time prior to the relocation. Such notice will be not less than ninety (90) days in advance of the relocation but, in any event, is not required more than one hundred eighty (180) days in advance. The City is responsible for reasonable costs incurred in any such relocation, including the cost of moving Licensee's automated retail vending machine and inventory.
55 Licensee Proposal for Modification to Licensed Spaces. Licensee may submit a written proposal for Additional Space, to remove or otherwise modify Licensed Spaces, or to install additional or change the location of existing automated retail vending machines in Licensed Retail Spaces. Any such proposal must include written support for the change and, if applicable, indicate the amount by which Licensee proposes to increase its Minimum Annual Guarantee to reflect the anticipated increase in Gross Revenues from the Additional Space. The
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Commissioner has the sole authority to grant or deny such request.
5.6 Maximum Number of Automated Retail Vending Machines. The maximum aggregate number of automated retail vending machines that Licensee may operate pursuant to the License, including automated retail vending machines in Additional Space and Relocation Space, is thirty-five (35), unless otherwise increased by the Commissioner in writing, which such increase shall not require an amendment to this Agreement.
ARTICLE 6. FEES, PAYMENT TERMS AND REPORTS
6.1 Fees Payable. In consideration of Licensee's License and the associated rights and privileges granted in this Agreement, Licensee must pay the Fees incurred pursuant to this Agreement, without notice or demand, which include but are not limited to, the Fees specified below:
License Fee. Beginning as of the Date of Beneficial Occupancy, an amount equal to the greater of (i) or (ii) below:
(j) Percentage Fee. The "Percentage Fee" is an amount equal to a percentage of Gross Revenues as set forth in Exhibit 2.
(ii) Minimum Annual Guarantee.
There is no "Minimum Annual Guarantee" or "MAG" for the first License Year of the Term. The Minimum Annual Guarantee for the second License Year is 85% of the Percentage Fee payable in the first License Year. Beginning with the third License Year, and for each License Year thereafter, the Minimum Annual Guarantee will equal the greater of 85% of the Percentage Fee payable for the preceding License Year, but no less than the Minimum Annual Guarantee set for the second License Year.
Connection Fee. The Licensee shall pay the "Connection Fee" applicable to each automated retail vending machine to cover the costs of the Vending Zone Improvements pursuant to 6.02(c) The Connection Fee shall not apply to automated retail vending machines installed on Additional Space.
Additional Space Connection Fee. Before installing an automated retail vending machine on Additional Space, Licensee shall pay the "Additional Space Connection Fee," if any, applicable to such automated retail vending machine to cover the costs related to adding such automated retail vending machine to the applicable Vending Zone. The Additional Space Connection Fee shall be a one-time, non-refundable fee.
Additional Fees. The "Additional Fees" are the Marketing Fee, Distribution Fee, Connection Fee, Additional Space Connection Fee, Utility Usage Fee and any other charges payable to the City under this Agreement that are identified as Additional Fees.
Nonpayment of Fees; Obligation to Pay Fees. Failure by Licensee to pay the Fees, or any portion thereof, when due is an Event of Default. The payment of the Fees under this
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Agreement is independent of each and every other covenant and agreement contained in this Agreement, and Licensee must pay all Fees without any set off, abatement, counterclaim or deduction whatsoever except as otherwise expressly provided in this Agreement.
(f) Impositions. Licensee must timely pay, as and when due, any and all taxes, assessments, fees, and charges levied, assessed or imposed by a governmental unit upon this Agreement, Licensee's Concession business or upon Licensee's personal property, including but not limited to all permit fees and charges of a similar nature for Licensee's conduct of any business or undertaking in the Licensed Spaces (collectively, "Impositions"). Failure of Licensee to pay any Imposition when due, except to the extent that Licensee is allowed to withhold payment while contesting the amount of the Imposition, will constitute an Event of Default.
6.2 Time of Payments.
Payment on the First of the Month. On or before the first day of each calendar month, prorated for any partial calendar month, beginning on the first day of the calendar month following the DBO and continuing throughout the Term, Licensee must pay to the City that portion of the Minimum Annual Guarantee as may be due.
Payment on the Fifteenth of the Month. On or before the 15th day of each calendar month following the DBO, Licensee must pay the City:

the amount, if any, by which the Percentage Fee for the preceding month exceeds the Minimum Annual Guarantee payment that was made on the first day of the month;
the Marketing Fee, Distribution Fee, Additional Space Connection Fee, Utility Usage Fee, and any other forms of Additional Fees, if any, based, as applicable, on the Gross Revenues of the preceding month or pre­determined amount; and
any other charges payable to the City.
Payment of the Connection Fee. On or before the 15th day of the calendar month following:

the earliest Delivery Date of a Licensed Retail Space, Licensee must pay, with respect to each of Licensee's automated retail vending machines installed or anticipated to be installed pursuant to this Agreement, in Vending Zones Licensee shall pay the City the first installment of the Connection Fee.
The amount of the first installment owed per automated retail vending machine will be based on an estimate of the total costs of the Vending Zone Improvements, allocated across all automated retail vending machines to be included in Vending Zone.
the DBO, Licensees must pay, with respectto each of Licensee's automated retail vending machines installed or anticipated to be installed in Vending
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Zones pursuant to this Agreement, Licensee shall pay the City, the second installment of the Connection Fee. The amount of the second installment owed per automated retail vending machine will be based on the difference between the actual costs of the Vending Zone Improvements and the estimated costs used to determine the amount owed under the first installment, allocated across all automated retail vending machines to be included in Vending Zones. In no case shall the Connection Fee exceed $2,500. The City shall notify Licensee of the amounts owed pursuant to this Section on or before the first calendar day ofthe month such installments are owed.
(d) Year End True Up. If the annual statement of Gross Revenues indicates that the Percentage Fee attributable to the preceding License Year exceeds the amount of all payments made by Licensee to the City for the License Year in question, then Licensee must pay the amount of the underpaid Percentage Fee to the City upon the submission ofthe annual statement of Gross Revenues. If the annual statement of Gross Revenues indicates that the Percentage Fee attributable to the preceding License Year is less than the amount of all License Fee payments made by Licensee to the City for the period in question, but the Percentage Fee still exceeds the MAG for that License Year, then Licensee will receive a credit against the next License Fee payment due underthis Agreement for the amount by which the License Fee actually paid by Licensee exceeded the Percentage Fee attributable to the period.
Material Underpayment or Late Payments. Without waiving any other remedies available to the City, if Licensee underpaid Fees due in any calendar year by more than 5% or failed to make any Fee payment within five (5) days of the date due, then Licensee must pay, in addition to the amounts due to the City as Fees, interest on the amount of underpayment or late payment at the Default Rate. Interest on the amount underpaid accrues from the date on which the original payment was due until paid in full and shall be considered an Additional Fee. The provision for the payment of interest does not constitute an authorization by the City of underpayment or late payment.
Reports.
(a) Monthly Reports: Licensee must produce and provide to the City a report showing a summary for each monthly payment period by the 15th day of the calendar month succeeding the applicable monthly payment period (the "Monthly Report"). The Monthly Report shall be on a form approved by the City, which form may be updated from time to time. The Monthly Report must reflect Gross Revenues derived from each automated retail vending machine during the applicable payment period. Additionally, the Monthly Report must include, but shall not be limited to, the following, each for the applicable monthly payment period:
the aggregate quantity of each Product sold, and the quantity of each Product sold by date sold, time of day sold, Vending Zone and automated retail vending machine;
the aggregate Gross Revenues, and Gross Revenues by Product, Vending Zone and automated retail vending machine; and the volume of sales in dollars generated by each type of retailed item (i.e., soda, candy, snacks etc.)
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dispensed at each Vending Zone by each automated retail vending machine; and
(iii) the monthly Gross Revenues and Fees owed to the City by each Vending Zone and each automated retail vending machine.
Additional Reports. In addition to the Monthly Reports, Licensee must, if reasonably requested by the City, produce and provide reports on a daily and/or weekly basis containing the same information as the Monthly Reports but covering such daily and/or weekly payment period.
Annual Reports.

Licensee must also furnish to Commissioner no later than March 1 of each License Year falling wholly or in part within the Tenn of this Agreement, and within 120 days after the expiration or termination of this Agreement, a complete statement of revenues certified by an independent certified public accountant engaged by Licensee, showing in reasonable detail the amount of Gross Revenues made by Licensee in, on or from the Concessions during the preceding License Year, copies of all returns and other information filed with respect to Illinois sales and use taxes, and as such other financial and statistical reports as the Commissioner may, from time to time, reasonably require by written notice to Licensee.
The annual statement must include a breakdown of Gross Revenues on a month-by-month basis and an opinion of an independent certified public accountant that must include the following language, or language of similar purport:
"We, a firm of independent certified public accountants, have examined the accompanying statement reported to the City of Chicago by
for the year ended relating to its operations at
the Terminals pursuant to an Agreement dated ,
. Our examination was made in accordance with generally accepted
accounting principles and, accordingly, includes such tests of the accounting records and such other procedures as we considered necessary in the circumstances.

In our opinion, the accompanying statement showing gross revenues of
$ presents accurately the amount of Gross Revenues, as
defined in the Agreement, for the year ended ."
Form of Reports; Right to Audit. All such reports and statements must be prepared on a form approved by the Commissioner and must, among other things, provide a breakdown of the Gross Revenues by category of Products and an analysis of all Percentage Fees due and payable to the City with respect to the period in question. If Licensee fails to timely furnish to the Commissioner any monthly or annual statement required under this Agreement or if the independent certified public accountant's opinion is qualified or conditioned in any manner, the Commissioner has the right (but is not obligated) without notice, to conduct an audit of Licensee's
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financial records directly and solely related to this Agreement and to prepare the statements at Licensee's expense based on reasonable costs. Licensee must also provide the Commissioner with such other financial or statistical reports and information concerning the Concessions in the form as may be reasonably required from time to time by the Commissioner.
(e) Cost of Reports. All reports produced pursuant to this Section 6.04 shall be at Licensee's sole cost and expense. All such reports and any related records must be made readily available to the City and maintained by Licensee for no less than two (2) years.
ARTICLE 7. TERM OF AGREEMENT
7.1 Term of Agreement. The term of this Agreement is the Term as defined in Article 3, unless this Agreement is terminated earlier and in accordance with its terms. The License is revocable in accordance with the terms of this Agreement and, in any event, shall be revoked upon termination or expiration of this Agreement.
Holding Over. Continued occupancy by Licensee without the written consent of the Commissioner of all or a portion of the Licensed Spaces after expiration or termination of this Agreement constitutes holding over and will create a month-to-month license on the same terms and conditions as this Agreement, including payment of License Fees, until terminated by the Commissioner upon not less than thirty (30) days prior written notice to Licensee of such termination. If Licensee continues to hold over after receipt of such written notice, Licensee must pay License Fees for the entire holdover following the termination date under the notice, at double the rates of the License Fees. No occupancy of the Licensed Spaces by Licensee after the expiration or other termination of this Agreement extends the Term of this Agreement. Also, in the event of any unauthorized and willful occupancy after expiration or termination of this Agreement, Licensee must indemnify the City against all damages arising out of the retention of occupancy, and all insurance policies and letters of credit required to be obtained and maintained by Licensee as set forth in this Agreement must continue in effect.
Extension Option. The Commissioner may at any time before this Agreement expires elect to extend this Agreement for up to two (2) additional one (1) year periods under the same terms and conditions as this original Agreement, except as provided otherwise in this Agreement, by notice in writing to Licensee. If Licensee agrees to such extension, then after notification by the Commissioner, this Agreement must be modified to reflect the time extension in accordance with the provisions of Section 11.03.
7.4 Termination Due to Change in Airport Operations. This Agreement, or the License, is subject to termination by either party on sixty (60) days' written notice in the event of any action by the FAA, the TSA or any other governmental entity or the issuance of an order by any court of competent jurisdiction which prevents or restrains the use of the Airport, the Terminals or a portion thereof that renders performance by either party hereunder impossible, and which governmental action or court order remains in force and is not stayed by way of appeal or otherwise, for a period of at least ninety (90) days, so long as the action or order is not the result of any Event of Default of Licensee.
75 Early Termination. Notwithstanding anything to the contrary set forth in this
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Agreement, the Commissioner may terminate this Agreement with respect to any or all of the Licensed Space without cause for any reason, in the Commissioner's sole discretion, upon at least ninety (90) days prior written notice to Licensee. Upon the effective date set forth in such notice, Licensee shall surrender and vacate that portion of Licensed Space as to which this Agreement is being terminated as if the Agreement had expired on that date with respect to such Licensed Space. In the event of such early termination, the City shall pay to Licensee a "Licensed Space Termination Payment", which shall be defined herein to include the following: a sum equal to Gross Revenues earned by Licensee from the Licensed Space being terminated during the four (4)-month period immediately preceding the termination date, less the Fees payable to the City for that period. Upon Licensee's receipt of the Licensed Space Termination Payment and vacation of the Licensed Space, the City and Licensee shall thereafter be released from any and all obligations under this Agreement with respect to the Licensed Space except for such obligations which are expressly stated to survive the expiration or earlier termination of this Agreement.
ARTICLE 8. INSURANCE, INDEMNIFICATION AND SECURITY
8.1 Indemnification.
Indemnity. Except where this indemnity clause would be found to be inoperative or unenforceable under the Construction Contract Indemnification for Negligence Act, 740 ILCS 35/0.01 et seq. ("Anti-Indemnity Act"), Licensee must defend, indemnify, keep and hold harmless the City, its officers, representatives, elected and appointed officials, agents and employees, from and against any and all Losses.
Losses. "Losses" means, individually and collectively, liabilities of every kind, including losses, damages, and reasonable costs, payments and expenses (such as, but not limited to, court costs and reasonable attorneys' fees and disbursements), claims, demands, actions, suits, proceedings, judgments or settlements, any or all of which in any way arise out of or relate to the acts or omissions of Licensee, its employees, agents, subtenants, and Subcontractors.
Defense of Suits. At the City Corporation Counsel's option. Licensee must defend all suits brought upon all such Losses and must pay all costs and expenses incidental to them, but the City has the right, at its option, to participate, at its own cost, in the defense of any suit, without relieving Licensee of any of its obligations under this Agreement. Licensee must not make any settlement without the prior written consent to it by the City Corporation Counsel if the settlement requires any action on the part of the City or in any way involves the Airport.
Wavier of Indemnity Limits. To the extent permissible by law, Licensee waives any limits to the amount of its obligations to indemnify, defend or contribute to any sums due under any Losses, including any claim by any employee of Licensee that may be subject to the Workers Compensation Act, 820 ILCS 305/1 et seq. or any other related law or judicial decision (such as, Kotecki v. Cyclops Welding Corporation. 146 111. 2d 155 (1991)). The City, however, does not waive any limitations it may have on its liability under the Illinois Workers Compensation Act, the Illinois Pension Code or any other judicial decision.
Survival. The indemnities contained in this section survive expiration or termination of this Agreement for matters occurring or arising during the term of this Agreement
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or as the result of or during Licensee's performance of Services beyond the Term. Licensee acknowledges that the requirements set forth in this section to indemnify, keep and save harmless and defend the City are apart from and not limited by Licensee's duties under this Agreement, including the insurance requirements.
Insurance Requirements. Licensee must, at its sole expense, procure and maintain at all times during the Term of this Agreement, and during any time period following expiration or termination of this Agreement during which Licensee is holding over or Licensee is required to return to the Licensed Space for any reason whatsoever, the types of insurance specified in Exhibit 6 covering all operations under this Agreement, with insurance companies authorized to do business in the State of Illinois.
Disclaimer by City. Notwithstanding anything in this Agreement to the contrary, City e.vpressly disclaims any and all liability for damage of any kind to the automated retail vending machines, except to the extent that such damage is caused by the grossly negligent acts or omissions or willful misconduct of the City or its employees. Responsibility for repairing and/or replacing any damaged or broken automated retail vending machine, and all liability for damage to the automated retail vending machines shall be the responsibility of Licensee, except to the extent that such damage is caused by the grossly negligent acts or omissions or willful misconduct of the City or its employees. City's total disclaimer applies whether the damage to the automated retail vending machine occurs while such automated retail vending machine is in the Licensed Spaces, are in the process of being transported to or from one ofthe Licensed Spaces, or are in the process of being installed or removed from one of the Licensed Spaces.
Security.
(a) Form of Security.
(i) Licensee must deliver to the City no later than the earlier to occur
of: a) 30 days after the Effective Date or b) the Delivery Date for the first Licensed Space,
an irrevocable, unconditional sight draft Letter of Credit in favor of the City. The face
amount of the Letter of Credit and any replacements or renewals of it must be maintained
by Licensee, through and including the date that is 180 days after the expiration of the Term
or termination of this Agreement, as follows: the face amount of the Letter of Credit must
at all times equal a) 25% of the estimated third full License Year MAG, based on projected
Gross Revenues or other reasonable method mutually agreed upon by both parties (without
consideration of any pro-rationing on account of either a License Year of less than 12
months or partial occupancy of the Licensed Space) and b) the Letter of Credit will be
required to be adjusted, as the MAG increases or decreases throughout the term. The Letter
of Credit must be in the form set forth in Exhibit 6 or as otherwise approved by the
Corporation Counsel.
(ii) In lieu of the Letter of Credit, Licensee may provide cash or a cashier's check
in the same amount for immediate deposit in the City's accounts. The Letter of Credit, cash
or cashier's check, as applicable, is referred to in this Agreement as the "Security." The
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original Letter of Credit, and all replacements of it, must be issued with an expiry date of at least one year after their respective dates of issuance. The Security secures the faithful performance by Licensee of all of Licensee's obligations under this Agreement. The Commissioner is entitled to draw on any such Letter of Credit unless proof of renewal of the Letter of Credit or a replacement Letter of Credit in form and substance satisfactory to the Comptroller has been furnished to the Commissioner at least thirty (30) days before its expiration date. The City will hold the proceeds as a cash Security to secure the full and faithful performance of Licensee's obligations under this Agreement. The Commissioner is not obligated to pay or credit Licensee with interest on any Security.
The Commissioner also is entitled to draw on the Letter of Credit in whole or in part upon the occurrence of an Event of Default, in which event the Commissioner is entitled to apply or retain all or any part of the proceeds of it or any cash or other Security deposited by Licensee and held by the City for the payment of any obligation of Licensee arising before or after the Event of Default.
The Letter of Credit must provide that the Commissioner may draw upon the Letter of Credit in whole or in part upon the delivery by the Commissioner to the issuer of the Letter of Credit of a demand for payment, purportedly signed by the Commissioner, together with a written statement that the Commissioner is entitled to draw upon the Letter of Credit under the terms of this Agreement. If amounts are drawn upon the Letter of Credit or amounts of a cash Security are applied by the Commissioner in accordance with the terms of this Agreement, Licensee must reinstate the Letter of Credit or cash Security to its full amount required in this Agreement within five (5) days following notification by the Commissioner of the City's draw upon the Letter of Credit or use of the cash Security. The rights reserved to the Commissioner or the City under the Letter of Credit or any cash Security are in addition to any rights they may have under this Agreement or under law.

Qualified Issuers. The Letter of Credit called for in this Agreement must be issued by companies or financial institutions having a rating of "A" or better as determined by Standard and Poor's or by Moody's Investors Service, Inc., or a net worth of at least $500,000,000, and must have an office in Chicago where the Commissioner may draw on the Letter of Credit. The Commissioner also reserves the right to order Licensee to immediately vacate some or all of the Licensed Spaces until the Letter of Credit is in place and effective.
No Excuse from Performance. If the financial condition of any Letter of Credit issuer issuing the Letter of Credit materially and adversely changes, the Commissioner may, at any time, require that the Letter of Credit be replaced with a Letter of Credit from another institution and in accordance with the requirements set forth in this section.
Non-Waiver. Notwithstanding anything to the contrary contained in this Agreement, the failure of the Commissioner to draw upon the Letter of Credit required under this Agreement or to require Licensee to replace the Letter of Credit at any time or times when the Commissioner has the right to do so under this Agreement does not waive or modify the Commissioner's rights to draw upon the Letter of Credit and to require Licensee to maintain or, as the case may be, replace the Letter of Credit, all as provided in this Section.
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ARTICLE 9. EVENTS OF DEFAULT, REMEDIES AND TERMINATION
9.1 Events of Default. Each of the following (a) through (n) constitute Events of Default by Licensee under this Agreement. The Commissioner will notify Licensee in writing of any event that the Commissioner believes to be an Event of Default. Licensee will be given an opportunity to cure the Event of Default within a reasonable period of time, as determined by the Commissioner, but not to exceed thirty (30) days after written notice of the Event of Default; provided, that (i) if a provision of this Agreement provides for a different cure period for a particular Event of Default, that different cure period will apply; (ii) if a provision of this Agreement does not allow a right to cure a particular Event of Default, there will be no right to cure; and (iii) if neither (i) or (ii) apply and if the promise, covenant, term, condition or other non­monetary obligation or duty cannot be cured within the time period granted by the Commissioner, but Licensee promptly begins and diligently and continuously proceeds to cure the failure within the time period granted and after that continues to diligently and continuously proceed to cure the failure, and the failure is reasonably susceptible of cure within forty-five (45) days from delivery of the notice, Licensee will have the additional time, not in any event to exceed forty-five (45) days, to cure the failure.
Any material misrepresentation made by Licensee to the City in the inducement to City to enter this Agreement or in the performance of this Agreement. There is no right to cure this Event of Default.
Licensee's failure to make any payment in full when due under this Agreement and failure to cure the default within five (5) days after the City gives written notice of the non-payment to Licensee. In addition, Licensee's failure to make any such payment within five (5) days after the written notice more than three (3) times in any License Year constitutes an Event of Default without the necessity of the City giving notice of the fourth failure to Licensee or allowing Licensee any opportunity to cure it.
Licensee's failure to promptly and fully keep, fulfill, comply with, observe, or perform any promise, covenant, term, condition or other non-monetary obligation or duty of Licensee contained in this Agreement.
Licensee's failure to promptly and fully perform any obligation or duty, or to comply with any restriction of Licensee contained in this Agreement concerning Transfer or Change in Ownership, whether directly or indirectly, of Licensee's rights or interests in this Agreement or of the ownership of Licensee.
(e) Licensee's failure to provide or maintain the insurance coverage required under this Agreement (including any material noncompliance with the requirements) and the failure to cure the Event of Default within two days following oral or written notice from the Commissioner; or, if the noncompliance is nonmaterial, the failure to cure the Event of Default within twenty (20) days after the Commissioner gives written notice. The Commissioner, in the Commissioner's sole discretion, will determine if noncompliance is material.
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Licensee's failure to conduct Concession operations in any Licensed Retail Space at all times Licensee is required to do so under this Agreement.
Licensee's failure to comply with the Value Pricing policy.
An Event of Default by Licensee or any Affiliate under any other agreement it may presently have or may enter into with the City during the Term of this Agreement and failure to cure the default within any applicable cure period.
(i) Licensee does any of the following and the action affects Licensee's ability to carry out the terms of this Agreement:
becomes insolvent, as the term is defined under Section 101 of the Bankruptcy Code as amended from time to time;
fails to pay its debts generally as they mature;
seeks the benefit of any present or future federal, state or foreign insolvency statute;
makes a general assignment for the benefit of creditors;
files a voluntary petition in bankruptcy or a petition or answer seeking an arrangement of its indebtedness under the Bankruptcy Code or under any other law or statute ofthe United States or of any State or any foreign jurisdiction; or
consents to the appointment of a receiver, trustee, custodian, liquidator or other similar official, of all or substantially all of its property.
(j) An order for relief is entered by or against Licensee under any chapter ofthe Bankruptcy Code or similar law in any foreign jurisdiction and is not stayed or vacated within sixty (60) days following its issuance.
(k) Licensee is dissolved.
(1) A violation of law that results in a guilty plea, a plea of nolo contendere, guilty finding, or conviction of a criminal offense, by Licensee, orany of its directors, officers, partners or key management employees directly or indirectly relating to this Agreement, and that may threaten, in the sole judgment of Commissioner, Licensee's performance of this Agreement in accordance with its terms.
(m) Any failure to perform, act, event or omission that is specifically identified as an Event of Default elsewhere in this Agreement.
(n) Failure to provide an EDS when required.
92 Remedies. If an Event of Default occurs and is not cured by Licensee in the time allowed, in addition to any other remedies provided for in this Agreement, the City through the Commissioner or other appropriate City official may exercise any or all of the following remedies:
(a) Terminate this Agreement with respect to all or a portion of the Licensed Spaces and exclude Licensee from that using the License in the Licensed Space affected by
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the termination. If the Commissioner elects to terminate this Agreement, the Commissioner may, at the Commissioner's sole option, serve notice upon Licensee that this Agreement ceases and expires and becomes absolutely void with respect to the Licensed Space or that part identified in the notice on the date specified in the notice, to be no less than five (5) days after the date ofthe notice, without any right on the part of Licensee after that to save the forfeiture by payment of any sum due or by the performance of any term, provision, covenant, agreement or condition broken. Licensee has up to 30 days following termination to remove Equipment. At the expiration of the time limit in the notice, this Agreement and the Term of this Agreement, as well as the right, title and interest of Licensee underthis Agreement, wholly ceases and expires and becomes void with respect to the Licensed Space identified in such notice in the same manner and with the same force and effect (except as lo Licensee's liability) as ifthe date fixed in the notice were the date in this Agreement stated for expiration of the Term with respect to the Licensed Space identified in such notice.
Recover all Fees, including Additional Fees and any other amounts due that have accrued and are then due and payable and also all damages available at law or under this Agreement. If the Agreement is terminated, whether in its entirety or with respect to a part of the Licensed Space, the damages will include damages for the balance of the scheduled Term, based upon any and all amounts that Licensee would have been obligated to pay for the balance of the Term with respect to the Licensed Space, or if this Agreement is terminated with respect to a portion of the Licensed Space, that portion of the Licensed Space affected by the termination, calculated as provided in this Agreement or, if not fixed, as reasonably estimated and prorated among the various portions of the Licensed Spaces. Should the City replace the Licensed Spaces, prior to the Term end date, with a comparable Licensee, the amount due will be through the relicensed date. In determining the amount of damages for the period after termination, the Commissioner may make the determination based upon the sum of any future payments that would have been due to the City, for the full License Year immediately before the Event of Default. All amounts that would have been due and payable after termination for the balance of the Term with respect to all or a portion of the Licensed Space must be discounted to present value at the Default Rate existing as of the date of termination. The Commissioner may declare all amounts to be immediately due and payable.
Distrain upon and remove from all inventory, equipment, machinery, trade fixtures and personal property of any kind or nature, whether owned by Licensee or by others, abandoned or remaining in Licensed Space 30 days after termination, and to proceed without judicial decree, writ of execution or assistance or involvement of constables or the City's and Licensee's officers, to conduct a private sale, by auction or sealed bid without restriction. Licensee waives the benefit of all laws, whether now in force or later enacted, exempting any of Licensee's property on the Licensed Space or elsewhere from distraint, levy or sale in any legal proceedings taken by
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the City to enforce any rights under this Agreement.
Seek and obtain specific performance, a temporary restraining order or an injunction, or any other appropriate equitable remedy.
Seek and obtain money damages; including special, exemplary, incidental and consequential damages.
Deem Licensee and Affiliates non-responsible in future contracts or concessions to be awarded by the City.
Declare Licensee and Affiliates in default under any other existing contracts or agreements they might have with the City and to exercise any remedies available under those other contracts or agreements.
Require Licensee to terminate a Subcontract that is causing breaches of this Agreement.
93 Effect of Default and Remedies.
Effect of Waiver. The City's waiver of any one right or remedy provided in this Agreement does not constitute a waiver of any other right or remedy then or later available to the City under this Agreement or otherwise. A failure by the City or the Commissioner to take any action with respect to any Event of Default or violation of any of the terms, covenants or conditions of this Agreement by Licensee will not in any respect limit, prejudice, diminish or constitute a waiver of any rights of the City to act with respect to any prior, contemporaneous or later violation or Event of Default or with respect to any continuation or repetition of the original violation or Event of Default. The acceptance by the City of payment for any period or periods after an Event of Default or violation of any of the terms, conditions and covenants of this Agreement does not constitute a waiver or diminution of, nor create any limitation upon any right of the City under this Agreement to terminate this Agreement for subsequent violation or Event of Default, or for continuation or repetition of the original violation or Event of Default. Licensee has no claim of any kind against the City by reason of the City's exercise of any of its rights as set forth in this Agreement or by reason of any act incidental or related to the exercise of rights.
Non-Exclusive Remedies. All rights and remedies of the City under this Agreement are separate and cumulative, and none excludes any other right or remedy of the City set forth in this Agreement or allowed by law or in equity. No termination of this Agreement or revocation of the License deprives the City of any of its remedies against Licensee for Fees, including Additional Fees or other amounts due or for damages for Licensee's breach of this Agreement. Every right and remedy of the City under this Agreement survives the expiration of the Term or the termination of this Agreement.
ARTICLE 10. SPECIAL CONDITIONS
10.1 Warranties and Representations. In connection with the execution of this Agreement, Licensee warrants and represents statements (a) through (j) below are true as of the Effective Date. If during the Term there is any change in circumstances that would cause a statement to be untrue, Licensee must promptly notify the Commissioner in writing. Failure to do
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so will constitute an Event of Default. Licensee must incorporate all of the provisions set forth in this Section 10.01 in all Subcontracts entered into with any suppliers of materials, furnishers of services, Subcontract, and labor organizations that furnish skilled, unskilled and craft union skilled labor, or that may provide any materials, labor or services in connection with this Agreement, such that the parties warrant, represent and covenant to Licensee as to the matters set forth in this Section. Licensee must cause its Subcontractors to execute those affidavits and certificates that may be necessary in furtherance of these provisions. The certifications must be attached and incorporated by reference in the applicable agreements. If any Subcontract is a partnership or joint venture, Licensee must also include provisions in its Subcontract ensuring that the entities comprising the partnership or joint venture are jointly and severally liable for its obligations under it.
Licensee is financially solvent; Licensee holds itself to very high standards of quality and professionalism; Licensee and each of its employees and agents are competent to perform as required under this Agreement; this Agreement is feasible of performance by Licensee in accordance with all of its provisions and requirements; Licensee has the full power and is legally authorized to perform or cause to be performed its obligations under this Agreement under the terms and conditions stated in this Agreement; and Licensee can and will perform, or cause to be performed, all of its obligations under this Agreement in accordance with the provisions and requirements of this Agreement
Licensee is qualified to do business in the State of Illinois; and Licensee has a valid current business privilege license to do business in the State of Illinois and the City of Chicago, if required by applicable law.
The person signing this Agreement on behalf of Licensee has been duly authorized to do so by Licensee; all approvals or consents necessary in order for Licensee to execute and deliver this Agreement have been obtained; and neither the execution and delivery of this Agreement, the consummation of the transactions contemplated, nor the fulfillment of or compliance with the terms and conditions of this Agreement:

conflict with or result in a breach, default or violations of: Licensee's organizational documents; any law, regulation, ordinance, court order, injunction, or decree of any court, administrative agency or governmental body, or any lease or permit; or any of the terms, conditions or provisions of any restriction or any agreement or other instrument to which Licensee is now a party or by which it is bound; or
result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of Licensee under the terms of any instrument or agreement.
There is no litigation, claim, investigation, challenge or other proceeding now pending or, to Licensee's knowledge after due and complete investigation, threatened, challenging the existence or powers of Licensee, or in any way affecting its ability to execute or perform under this Agreement or in any way having a material adverse effect on the operations, properties, business or finances of Licensee.
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This Agreement constitutes the legal, valid and binding obligation of Licensee, enforceable against Licensee in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium and other laws affecting creditors' rights and remedies generally and by the application of equitable principles.
No officer, agent or employee of the City is employed by Licensee or has a financial interest directly or indirectly in this Agreement, a Subcontract under it, or the compensation to be paid under it except as may be permitted in writing by the Board of Ethics established under Chapter 2-156 of the Municipal Code and as may otherwise be permitted by law.
Licensee has not and will not knowingly used the services of any person or entity for any purpose in its performance under this Agreement, when such person or entity is ineligible to perform services under this Agreement or in connection with it, as a result of any local, state or federal law, rule or regulation, or when such person or entity has an interest that would conflict the performance of services under this Agreement.
Neither Licensee nor any Affiliate of Licensee is listed on any of the following lists maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the Bureau of Industry and Security of the U. S. Department of Commerce or their successors, or on any other list of persons with which the City may not do business under applicable law: the Specially Designated Nationals List, the Denied Persons List, the Unverified List, and Entity List, and the Debarred List.
(i) Licensee, and to the best of Licensee's knowledge, its Affiliates, Subcontractors,
any of their respective owners holding 7.5% or more beneficial ownership interest, and any of
Licensee's directors, officers, members, or partners:
currently have no interest, directly or indirectly, that conflicts in any manner or degree with Licensee's performance under this Agreement and will not at any time during the Term have any interest nor acquire any interest, directly or indirectly, that conflicts or would or may conflict in any manner or degree with Licensee's performance under this Agreement;
have no outstanding parking violation complaints or debts, as the terms are defined in Section 2-92-380 of the Municipal Code (with the exception of any debt or obligation that is being contested in a pending administrative or judicial proceeding) and agrees that, for the Term, they will promptly pay any debts, outstanding parking violation complaints or monetary obligations to the City that may arise during the Term, with the exception of any debt or obligation that is being contested in a pending administrative or judicial proceeding;
are not in default under any other City contract or agreement as of the Effective Date, nor have been deemed by the City to have been in default of any other City contract or agreement within five years immediately preceding the Effective Date;
are not in violation of the provisions of §2-92-320 of the Municipal Code pertaining to certain criminal convictions or admissions of guilt and are not currently debarred or suspended from contracting by any Federal, State or local governmental agency;
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(y) are not delinquent in the payment of any taxes due to the City; and
(vi) will not make use of the Licensed Space in any manner that might interfere with the landing and taking off of aircraft at the Airport under current or future conditions or that might otherwise constitute a hazard to the operations of the Airport or to the public generally.
® Except only for those representations, statements, or promises expressly contained in this Agreement, including any Exhibits attached to this Agreement and incorporated by reference in this Agreement, no representation, warranty of fitness, statement or promise, oral or in writing, or of any kind whatsoever, by the City, its officials, agents, or employees, has induced Licensee to enter into this Agreement or has been relied upon by Licensee, including any with reference to:
(0 the meaning, correctness, suitability or completeness of any provisions or requirements of this Agreement;
(ii) the nature of the Concession license being granted;
("iii) the nature, quantity, quality or volume of any materials, equipment, labor and other facilities, needed for the performance of this Agreement;
the general conditions that may in any way affect this Agreement or its performance;
the compensation provisions of this Agreement; or
any other matters, whether similar to or different from those referred to in clauses (i) through (iv) immediately above, affecting or having any connection with this Agreement, the negotiation of this Agreement, any discussions of this Agreement, the performance of this Agreement or those employed in connection with it.
Business Documents, Disclosure of Ownership Interests and Maintenance of Existence
Authorization to do Business. Licensee must provide evidence of its authority to do business in the State of Illinois including, if applicable, certifications of good standing from the Office of the Secretary of State of Illinois, and appropriate resolutions or other evidence of the authority of the persons executing this Agreement on behalf of Licensee.
Economic Disclosure Statement. Licensee has provided the Commissioner with an EDS for itself and EDSs for all entities with an ownership interest of 7.5 percent or more in Licensee, copies of which have been scanned for viewing on the City's website. Upon request by the Commissioner, Licensee must further cause its Subcontractors, sublicensees and proposed Transferees (and their respective 7.5 percent owners) to submit an EDS to the Commissioner. Licensee must provide the Commissioner, upon request, a "no change" affidavit if the information in the EDS(s) previously supplied remains accurate, or revised and accurate EDS(s) if the information contained in the EDS(s) has changed. In addition, Licensee must provide the City revised and accurate EDS(s) within thirty (30) days of any event or change in circumstance that
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renders the EDS(s) inaccurate. Failure to maintain accurate EDS(s) on file with the City is an Event of Default.
Confidentiality . Except as may be required by law during or after the performance of this Agreement, Licensee will not disseminate any non-public information regarding this Agreement or the Concession operations without the prior written consent of the Commissioner, which consent will not be unreasonably withheld or delayed. If Licensee is presented with a request for documents by any administrative agency or with a subpoena duces tecum regarding any documents that may be in its possession by reason of this Agreement, Licensee must immediately give notice to the City's Corporation Counsel. The City may contest the process by any means available to it before the records or documents are submitted to a court or other third party. Licensee, however, is not obligated to withhold the delivery beyond that time as may be ordered by the court or administrative agency, unless the subpoena or request is quashed or the time to produce is otherwise extended. Licensee must require each prospective Subcontractors to abide by such restrictions in connection with their respective Subcontracts.
City's Right to Assign . The City expressly reserves the right to assign or otherwise transfer all or any part of its interest under this Agreement, at any time and to any third party. Upon assignment to any successor or assignee of the City's right, title and interest in and to the Airport, the City is forever relieved, from and after the date of the assignment, of any and all obligations arising under or out of this Agreement, to the extent the obligations are assumed by the successor or assignee.
10.4 Transfer or Change of Ownership.
(a) Limits on Licensee's Transfers and Changes in Ownership.
(\) Licensee may not sell, assign, sublicense, convey, pledge, encumber or otherwise transfer (individually and collectively, "Transfer") all or any. part of its rights or interests in orto this Agreement, the License, the Licensed Space, the Term, orotherwise permit any third party to use the Licensed Space, without prior consent of the City, which consent may be given or denied in the City's sole and absolute discretion. Transfers involving all of Licensee's interest in this Agreement require approval of the City Council. Transfers of less than all of Licensee's interest in this Agreement require approval of the Commissioner. Prior consent by the City to any Transfer does not relieve Licensee from the requirement of obtaining consent from the City for any subsequent Transfer. Transfers that have the effect of granting a third party a security interest in this Agreement or pledge any portion of Gross Revenues or any automated retail vending machine in a Licensed Space as collateral for Licensee financing are strictly prohibited and, if entered into by Licensee, are an Event of Default.
(n) Except as otherwise provided below, any transaction involving a change of any ownership interest in Licensee (including, if Licensee is a joint venture, whether to an Affiliate, subsidiary or otherwise, or the transfer of an interest in any holder of a direct or indirect ownership interest in Licensee, or any merger or consolidation of Licensee (individually and collectively, "Change in Ownership"), is subject to the consent of:
a City Council, in its sole discretion, if the Change in Ownership involves
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a 100% Change in Ownership of Licensee, or
b. the Commissioner, in the Commissioner's reasonable discretion, if the Change in Ownership involves less than a 100% Change in Ownership of Licensee.
(m) If Licensee (or, if Licensee is a joint venture or other entity comprised of other entities, any of the entities comprising Licensee) is a corporation whose shares are traded at arms-length on a public exchange, any Change in Ownership involving 5% or more of the shares of Licensee's (or if Licensee is a joint venture or other entity comprised of other entities, of any of the entities comprising Licensee) stock is subject to the City's consent as set forth above. In that event, Licensee must provide the City with such prior notice of a Change in Ownership as is not prohibited by law or by a confidentiality agreement executed in connection with the proposed Change in Ownership. If such prior notice is not permitted, thea Licensee must notify the City as soon as possible after the Change in Ownership to obtain the City's consent to the Change in Ownership, which consent the City may grant or deny in its sole discretion. If Licensee (or if Licensee is a joint venture or other entity comprised of other entities, of any of the entities comprising Licensee) is a publicly traded corporation, a Change in Ownership of less than 5% does not require consent as set forth in (ii) above unless a series of such transactions results in a cumulative Change in Ownership of 5% or more or.
(iv) Consent by the City to any Change in Ownership does not relieve
Licensee (or if Licensee is a joint venture, any of the entities comprising Licensee) from the requirement of obtaining consent from the City for any subsequent Change in Ownership.
Any Transfer or Change in Ownership made without the City's prior consent is an Event of Default subject to all remedies, including termination of this Agreement at the City's option, and does not relieve Licensee of any of its obligations under this Agreement for the balance of the Term. This section applies to prohibit a Transfer, such as an assignment by a receiver or trustee in any federal or state bankruptcy, insolvency or other proceedings or by operation of law. Under no circumstances will any failure by the Commissioner to act on or submit any request by Licensee or to take any other action as provided in this Agreement be deemed or construed to constitute consent to Licensee's request by the Commissioner or by the City Council. If the City is found to have breached its obligations under this Section, then Licensee's sole remedy is to terminate this Agreement without liability to either the City or Licensee.
Notwithstanding any permitted Transfer by Licensee of any rights under this Agreement, Licensee remains fully liable for all payments due to the City under this Agreement and for the performance of all other obligations under this Agreement. In the event of a permitted Transfer of the License or Transfer of all or any portion of the Term, where the fees payable to Licensee exceed the Fees or pro rata portion ofthe Fees under this Agreement, as the case may be, for the License or Term, Licensee must pay the City monthly, as Additional Fees, at the same time as the monthly installments of other Fees under this Agreement that are payable in monthly installments, the excess of the fees payable to Licensee pursuant to the
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Transfer over the Fees payable to the City under this Agreement.
(vii) Any or all of the requests by Licensee for consents under this Section must be made in writing and provided to the Commissioner (a) at least sixty (60) days prior to the proposed Transfer or Change in Ownership if the Commissioner's consent is required; and (b) at least one hundred-twenty (120) days prior to a proposed Transfer or Change in Ownership if the City Council's consent is required, unless the City determines that more time is required. All requests for consent must include copies of the proposed documents of Transfer or Change in Ownership, evidence of the financial condition, reputation and business experience of the proposed transferee, completed EDSs for all involved parties in the form then required by the City, and such other documents as the City may reasonably require to evaluate the proposed Transfer or Change in Ownership. All documents of Transfer or Change in Ownership must completely disclose any and all monetary considerations payable to Licensee in connection with the Transfer or Change in Ownership. Consent to a Transfer or Change in Ownership proposed under this Agreement is in the sole discretion of the City and, as a condition ofthe consent, the City may require a written acknowledgment from Licensee that, notwithstanding the proposed Transfer or Change in Ownership, Licensee remains fully and completely liable for all obligations of Licensee underthis Agreement; however, Licensee shall remain so liable regardless of whether or not the City requests a written acknowledgement.
(viS) If any Transfer or Change in Ownership under this Agreement occurs, whether or not prohibited by this section, the Commissioner may collect the Fees payable under this Agreement from any transferee of Licensee and in that event will apply the net amount collected to the amounts payable by Licensee under this Agreement without, by doing so, releasing Licensee from this Agreement or any of its obligations under this Agreement. If any Transfer or Change in Ownership occurs without the consent of the City and the City collects compensation from any transferee of Licensee and applies the net amount collected in the manner described in the preceding sentence, the actions by the City are not deemed to be waiver of the covenant contained in this section and do not constitute acceptance of the transferee by the City.
(ix) All reasonable costs and expenses incurred by the City in connection with
any prohibited or permitted Transfer or Change in Ownership must be borne by Licensee and are payable to the City as Additional Fee.
(c) Subcontractor Agreements. The provisions of this Agreement, to the extent applicable, are deemed a part of any contract between Licensee and a Subcontractor.
105 Compliance with Laws. Licensee must at all times observe and comply with all applicable laws, statutes, ordinances, rules, regulations, court orders and executive or administrative orders and directives of the federal, state and local government, now existing or later in effect (whether or not the law also requires compliance by other parties), including the Americans with Disabilities Act and Environmental Laws, that may in any manner affect the performance of this Agreement (collectively, "Laws"), and must not use the Licensed Space, or allow the Licensed Space to be used, in violation of any Laws or in any manner that would impose liability on the City or Licensee under any Laws. Licensee must notify the City within seven days
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of receiving notice from a competent governmental authority that Licensee or any of its Subcontractor may have violated any Laws. Provisions required by any Law to be inserted in this Agreement are deemed inserted in this Agreement whether or not they appear in this Agreement or, upon application by either party, this Agreement will be amended to make the insertion; however, in no event will the failure to insert the provisions before or after this Agreement is signed prevent its enforcement. Without limiting the foregoing, Licensee covenants that it will comply with all Laws, including but not limited to the following:
In connection with Section 2-92-320 of the Municipal Code, Licensee has executed an EDS, which is attached to this Agreement as Exhibit 9 and which contains a certification as required underthe Illinois Criminal Code, 720 ILCS 5/33E, and underthe Illinois Municipal Code, 65 ILCS 5/8-10-1 et seq. Ineligibility under Section 2-92-320 ofthe Municipal Code continues for 3 years following any conviction or admission of a violation of Section 2-92-
320. For purposes of Section 2-92-320, when an official, agent or employee of a business entity has committed any offense under the section on behalf of such an entity and under the direction or authorization of a responsible official of the entity, the business entity is chargeable with the
conduct. If, after Licensee enters into a contractual relationship with a Subcontractor, it is determined that the contractual relationship is in violation of this subsection, Licensee must immediately cease to use the Subcontractor. All Subcontracts must provide that Licensee is entitled to recover all payments made by it to the Subcontractor if, before or subsequent to the beginning of the contractual relationship, the use of the Subcontractor would be violative of this subsection.
It is the duty of Licensee and all officers, directors, agents, partners, and employees of Licensee to cooperate with the Inspector General and the Legislative Inspector General of the City in any investigation or hearing undertaken under Chapter 2-56 or Chapter 2- 55 of the Municipal Code, respectively. Licensee understands and will abide by all provisions of Chapters 2-55 and 2-56 of the Municipal Code. Licensee must inform all Subcontractors of this provision and require under each Subcontract compliance herewith by each Subcontractors as to each such Subcontractor and all of its officers, directors, agents, partners and employees.
Licensee must not use or allow the Licensed Space to be used for the release, storage, use, treatment, disposal or other handling of any hazardous substance, as defined in any Environmental Laws, except in full compliance with all Environmental Laws. Licensee must not use or allow the Licensed Space to be used for the storage of any such hazardous substances except small amounts of cleaning fluids, business equipment materials (such as copy machine toner) and other small amounts of such hazardous substances customarily handled or used in connection with the Concession operations, all of which must be stored and used in compliance with all applicable Environmental Laws. Upon the expiration or termination of this Agreement, Licensee must surrender the Licensed Space to the City free from the presence and contamination of any hazardous substances.
In accordance with Section 11 -4-1600(e) of the Municipal Code of Chicago, Licensee warrants and represents that it, and to the best of its knowledge, its Subcontractors have not violated and are not in violation of the following sections of the Municipal Code (collectively, the "Waste Sections"):
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7-28-390 Dumping on public way—Violation—Penalty; 7-
28-440 Dumping on real estate without permit;
11-4-1410 Disposal in waters prohibited;
11-4-1420 Ballast tank, bilge tank or other discharge; 11-
4-1450 Gas manufacturing residue;
11 -4-1500 Treatment and disposal of solid or liquid waste; 11-4-1530 Compliance with rules and regulations required; 11-4-1550 Operational requirements; 11-4-1560 Screening requirements; and
any other sections listed in Section 1 l-4-1600(e), as it may be amended from time to time. During the period while this Agreement is executory, Licensee's or any Subcontractor's































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violation of the Waste Sections, whether or not relating to the performance of this Agreement, constitutes a breach of and an Event of Default under this Agreement, for which the opportunity to cure, if curable, will be granted only at the sole designation ofthe Commissioner. Such breach and Event of Default entitles the City to all remedies under the Agreement, at law or in equity. This section does not limit Licensee's and its Subcontractors' duty to comply with all Environmental Laws, in effect now or later, and whether or not they appear in this Agreement. Non-compliance with these terms and conditions may be used by the City as grounds for the termination of this Agreement and may further affect Licensee's eligibility for future City agreements.
Section 2-92-586 of the Municipal Code: The City encourages Licensee to use licensees and sublicensees that are firms owned or operated by individuals with disabilities, as defined by section 2-92-586 of the Municipal Code of the City of Chicago, where not otherwise prohibited by federal or state law.
Prohibition on Certain Contributions (Mayoral Executive Order No. 2011-4):
(j) Licensee agrees that Licensee, any person or entity who directly or indirectly has an ownership or beneficial interest in Licensee of more than 7.5 percent ("Owners"), spouses and domestic partners of such Owners, Licensee's Subcontractors, any person or entity who directly or indirectly has an ownership or beneficial interest in any Subcontractor of more than 7.5 percent ("Sub- owners") and spouses and domestic partners of such Sub-owners (Licensee and all the other preceding classes of persons and entities are together, the "Identified Parties"), shall not make a contribution of any amount to the Mayor of the City of Chicago (the "Mayor") or to his political fund-raising committee (i) after execution of this bid, proposal or Agreement by Licensee, (ii) while this Agreement or any Other Contract is executory, (iii) during the term of this Agreement or any Other Contract between Licensee and the City, or (iv) during any period while an extension of this Agreement or any Other Contract is being sought or negotiated.
(11) Licensee represents and warrants that since the date of public advertisement of the specification, request for qualifications, request for proposals or request for information (or any combination of those requests) or, if not competitively procured, from the date the City approached Licensee or the date Licensee approached the City, as applicable, regarding the formulation of this Agreement, no Identified Parties have made a contribution of any amount to the Mayor or to his political fund-raising committee.
Licensee agrees that it shall not: (a) coerce, compel or intimidate its employees to make a contribution of any amount to the Mayor or to the Mayor's political fund-raising committee; (b) reimburse its employees for a contribution of any amount made to the Mayor or to the Mayor's political fund-raising committee; or (c) bundle or solicit others to bundle contributions to the Mayor or to his political fund-raising committee.
(m) Licensee agrees that the Identified Parties must not engage in any conduct whatsoever designed to intentionally violate this provision or Mayoral Executive
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Order No. 05-1 or to entice, direct or solicit others to intentionally violate this provision or Mayoral Executive Order No. 2011-4.
Licensee agrees that a violation of, non-compliance with, misrepresentation with respect to, or breach of any covenant or warranty under this provision or violation of Mayoral Executive Order No. 2011 -4 constitutes a breach and default under this Agreement, and under any Other Contract for which no opportunity to cure will be granted. Such breach and default entitles the City to all remedies (including without limitation termination for default) under this Agreement, under Other Contract, at law and in equity. This provision amends any Other Contract and supersedes any inconsistent provision contained therein.
If Licensee violates this provision or Mayoral Executive Order No. 2011-4 prior to award of the Agreement resulting from mis specification, the Chief Procurement Officer may reject Licensee's bid.
For purposes of this provision:
"Bundle" means to collect contributions from more than one source which are then delivered by one person to the Mayor or to the Mayor's political fund-raising committee. "Other Contract" means any other agreement with the City of Chicago to which Licensee is a party that is (i) formed under the authority of chapter 2-92 of the Municipal Code of Chicago; (ii) entered into for the purchase or lease of real or personal property; or (iii) for materials, supplies, equipment or services which are approved or authorized by the city council.
"Contribution" means a "political contribution" as defined in Chapter 2-156 of the Municipal Code of Chicago, as amended.
Individuals are "Domestic Partners" if they satisfy the following criteria:
a they are each other's sole domestic partner, responsible for each other's common welfare; and
neither party is married; and
the partners are not related by blood closer than would bar marriage in the State of Illinois; and













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d each partner is at least 18 years of age, and the partners are the same sex, and the partners reside at the same residence; and
e. two of the following four conditions exist for the partners; and
f the partners have been residing together for at least 12 months; and
g the partners have common or joint ownership of a residence; and
h. the partners have at least two of the following arrangements:
joint ownership of a motor vehicle; and
a joint credit account; and
a joint checking account; and
a lease for a residence identifying both domestic partners as tenants.
i. Each partner identifies the other partner as a primary beneficiary in a will.
"Political fund-raising committee" means a "political fund-raising committee" as defined
in Chapter 2-156 of the Municipal code of Chicago, as amended.
Licensee covenants that no payment, gratuity or offer of employment must be made in connection with this Agreement by or on behalf of any Subcontractors or higher tier Subcontractors or anyone associated with them as an inducement for the award of a Subcontract or order; and Licensee further acknowledges that any agreement entered into, negotiated or performed in violation of any of the provisions of Chapter 2-156 of the Municipal Code is voidable as to the City.
Pursuant to section 2-156-030(b) of the Municipal Code, it is illegal for any elected official of the city, or any person acting at the direction of such official, to contact, either orally or in writing, any other city official or employee with respect to any matter involving any person with whom the elected official has a business relationship, orto participate in any discussion in any city council committee hearing or in any city council meeting or to vote on any matter involving the person with whom an elected official has a business relationship. Violation of §2-156-030(b) by any elected official with respect to this Agreement is grounds for termination of this Agreement. Section 2-156-080 defines a "business relationship" as any contractual or other private business dealing of an official, or his or her spouse, or of any entity in which an official or his or her spouse has a financial interest, with a person or entity which entitles an official to compensation or payment in the amount of $2,500 or more in a calendar year; provided, however, a financial interest will not include: (1) any ownership through purchase at fair market value or inheritance of less than one percent of the share of a corporation, or any corporate subsidiary, parent or affiliate thereof, regardless of the value of or dividends on such shares, if such shares are registered on a securities exchange pursuant to the Securities Exchange Act of 1934, as amended;

the authorized compensation paid to an official or employee for his office or employment;
any economic benefit provided equally to all


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residents of the city; (4) a time or demand deposit in a financial institution; or (5) an endowment or insurance policy or annuity contract purchased from an insurance company. A "contractual or other private business dealing" will not include any employment relationship of an official's spouse with an entity when such spouse has no discretion concerning or input relating to the relationship between that entity and the city.
(i) Visual Rights Act.
(i) Licensee will cause any artist who creates artwork for the Licensed Space to waive
any and all rights in the artwork that may be granted or conferred on any work of
visual art (the "Artwork") under Section 106A and Section 113 of the United
States Copyright Act, (17 U.S.C. § 101 et seq.) (the "Copyright Act"). The waiver
must include, but is not limited to, the right to prevent the removal, storage,
relocation, reinstallation, or transfer of the Artwork. Licensee acknowledges and
will cause the artist to acknowledge that such removal, storage, relocation,
reinstallation or transfer of the Artwork may result in the destruction, distortion,
mutilation or other modification of the Artwork. Further, Licensee acknowledges
and consents and will cause the artist to acknowledge and consent that the Artwork
may be incorporated or made part of a building or other structure in such a way that
removing, storing, relocating, reinstalling or transferring the Artwork will cause the
destruction, distortion, mutilation or other modification of the Artwork.
(ii) Licensee represents and warrants that it will obtain a waiver of Section 106A and
Section 113 ofthe Copyright Act as necessary from any employees and sublicensees, orany other
artists. Licensee must provide City with copies of any such waivers required by Section 106A and
Section 113 of the Copyright Act prior to installation of any Artwork in the Licensed Space.
10j6 Airport Security.
(a) This Agreement is expressly subject to the airport security requirements of Title 49 ofthe United States Code, Chapter 449, as amended ("Airport Security Laws"), the provisions of which govern airport security and are incorporated by reference, including the rules and regulations promulgated under it. Licensee is subject to, and further must conduct with respect to its Subcontractors and the respective employees of each, such employment investigations, including criminal history record checks, as the Commissioner, the TSA or the FAA may deem necessary. Further, in the event of any threat to civil aviation, as defined in the Airport Security Laws, Licensee must promptly report any information in accordance with those regulations promulgated by the United States Department of Transportation, the TSA and by the City. Licensee must, notwithstanding anything contained in this Agreement to the contrary, at no additional cost to the City, perform under this Agreement in compliance with those guidelines developed by the City, the TSA and the FAA with the objective of maximum-security enhancement. Any drawings, plans, and specifications provided by Licensee under this Agreement must comply with those guidelines for airport security developed by the City, the





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TSA and the FAA and in effect at the time of their submission.
Further, Licensee must comply with, and require compliance by its Subcontractors, suppliers of materials and furnishers of services, employees, and business invitees, with all present and future laws, rules, regulations, or ordinances promulgated by the City, the TSA or the FAA, or other governmental agencies to protect the security and integrity of the Airport, and to protect against access by unauthorized persons. Subject to the approval of the TSA, the FAA and the Commissioner, Licensee must adopt procedures to control and limit access to the Airport and the Licensed Space by Licensee and its Subcontractors, suppliers of materials and furnishers of services, employees, and business invitees in accordance with all present and future City, TSA and FAA laws, rules, regulations, and ordinances. At all times during the Term, Licensee must have in place and in operation a security program for the Licensed Space that complies with all applicable laws and icgulations.
Gates and doors located on the Licensed Space, if any, that permit entry into restricted areas at the Airport must be kept locked by Licensee at all times when not in use or under Licensee's constant security surveillance. Gate or door malfunctions must be reported to the Commissioner or the Commissioner's designee without delay and must be kept under constant surveillance by Licensee until the malfunction is remedied.
In connection with the implementation of its security program, Licensee may receive, gain access to or otherwise obtain certain knowledge and information related to the City's overall Airport security program. Licensee acknowledges that all such knowledge and information is of a highly confidential nature. Licensee covenants that no person will be permitted to gain access to such knowledge and information, unless the person has been approved by the Commissioner in advance in writing. Licensee further must indemnify, hold harmless and defend the City and other users of the Airport from and against any and all claims, reasonable costs, reasonable expenses, damages and liabilities, including all reasonable attorney's fees and costs, resulting directly or indirectly from the breach of Licensee's covenants and agreements as set forth in this section.
Licensee understands that fines and/or penalties may be assessed by the TSA or FAA for Licensee's noncompliance with the provisions of 49 CFR Parts 1540 and 1542 entitled "Airport Security" or by other agencies for noncompliance with regulations applicable to Licensee's operations. In the event the City shall be subject to any fine or penalty by reason of any violation at the Airport of any such rule, regulation or standard, the Commissioner may conduct an investigation and make a determination as to the identity of the party responsible for the violation. If it is determined by the Commissioner that Licensee, or any party for which Licensee is liable under this Agreement, is responsible for all or part of the fine or penalty, Licensee shall pay said amount of the fine or penalty as Additional Fees.
10.7 Non-Discrimination.
(a) Licensee for itself, its personal representatives, successors in interest, and assigns, as a part of the consideration of this Agreement, covenants that:(i) no person on the grounds of race, color, or national origin will be excluded from participation in, be denied the benefits of, or
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otherwise be subjected to discrimination in the use of the Licensed Space; (ii) in the furnishing of services in the Licensed Spaces, no person on the grounds of race, color, or national origin will be excluded from participation in, be denied the benefits of, or otherwise be subjected to discrimination; (iii) Licensee will use the License in compliance with all other requirements imposed by or under 49 C.F.R. Part 21, Nondiscrimination in Federally Assisted Programs of the Department of Transportation, and as those regulations may be amended; and (iv)Licensee shall operate the Concession on a fair, equal, and not illegally discriminatory basis to all users of it, and shall charge fair, reasonable, and nondiscriminatory prices for Products (but Licensee is allowed to make reasonable and nondiscriminatory discounts, rebates, or other similar types of price reductions to volume purchasers.) In addition, Licensee assures that it will comply with all other pertinent statutes, Executive Orders and the rules as are promulgated to assure that no person will, on the grounds of race, creed, color, national origin, sex, age, or handicap be excluded from participating in any activity conducted with or benefitting from federal assistance.
It is an unlawful practice for Licensee to, and Licensee must at no time: (i) fail or refuse to hire, or discharge, any individual or discriminate against the individual with respect to his or her compensation, or the terms, conditions, or privileges of his or her employment, because of the individual's race, creed, color, religion, sex, age, handicap or national origin; or
(ii) limit, segregate, or classify its employees or applicants for employment in any way that would deprive any individual of employment opportunities or otherwise adversely affect his or her status as an employee, because of the individual's race, creed, color, religion, sex, age, handicap or national origin; or (iii) in the exercise of the privileges granted in this Agreement, discriminate or permit discrimination in any manner, including the use ofthe License, against any person or group of persons because of race, creed, color, religion, national origin, age, handicap, sex or ancestry. Licensee must post in conspicuous places to which its employees or applicants for employment have access, notices setting forth the provisions of this non­discrimination clause.
Licensee must comply with the Civil Rights Act of 1964, 42 U.S.C. § 2000e et seq. (1981), as amended, and to the extent required by the law, must undertake, implement and operate an affirmative action program in compliance with the rules and regulations of the Federal Equal Employment Opportunity Commission and the Office of Federal Contract Compliance, including 14 CFR Part 152, Subpart E. Attention is called to: Exec. Order No. 11,246, 30 Fed. Reg. 12,319 (1965), reprinted in 42 U.S.C. § 2000e note, as amended by Exec. Order No. 11,375, 32 Fed. Reg. 14,303 (1967) and by Exec. Order No. 12,086, 43 Fed. Reg. 46,501 (1978); Age Discrimination Act, 42 U.S.C. §§ 6101-06 (1981); Rehabilitation Act of 1973, 29 U.S.C. §§ 793-94 (1981); Americans with Disabilities Act, 42 U.S.C. § 12101 and 41 CFR Part 60 et seq. (1990) and 49 CFR Part 21, as amended (the "ADA"); and all other applicable federal statutes, regulations and other laws.
Licensee must comply with the Illinois Human Rights Act, 775 ILCS 5/1-101 et seq. as amended and any rules and regulations promulgated in accordance with it, including the Equal Employment Opportunity Clause, 5 111. Admin. Code §750 Appendix A. Furthermore, Licensee must comply with the Public Works Employment Discrimination Act, 775 ILCS




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10/0.01 et seq., as amended, and all other applicable state statutes, regulations and other laws.(e) Licensee must comply with the Chicago Human Rights Ordinance, sec. 2-160-010 et seq. of the Municipal Code, as amended, and all other applicable City ordinances and rules. Further, Licensee must furnish or must cause each of its Subcontractor(s) to furnish such reports and information as requested by the Chicago Commission on Human Relations.
(fj Licensee must insert these non-discrimination provisions in any agreement by which Licensee grants a right or privilege to any person, firm, or corporation to render accommodations and/or services to the public on the Licensed Space. Licensee must incorporate all of the above provisions in all agreements entered into with any suppliers of materials, furnishers of services, Subcontractors of any tier, and labor organizations that furnish skilled, unskilled and craft union skilled labor, or that may provide any such materials, labor or services in connection with this Agreement, and Licensee must require them to comply with the law and enforce the requirements. In all solicitations either by competitive bidding or negotiations by Licensee for work to be performed under a Subcontract, including procurements of materials or leases of equipment, each potential Subcontractor or supplier must be notified by Licensee of Licensee's obligations under this Agreement relative to nondiscrimination.
Noncompliance with this Section will constitute a material breach of this Agreement; therefore, in the event of such breach, Licensee authorizes the City to take such action as federal, state or local laws permit to enforce compliance, including judicial enforcement. In the event of Licensee's noncompliance with the nondiscrimination provisions of this Agreement, the City may impose such sanctions as it or the Federal or state government may determine to be reasonably appropriate, including cancellation, termination or suspension of the Agreement, in whole or in part.
Licensee must permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the City, the Commissioner or the Federal government to be pertinent to ascertain compliance with the terms of this Section. Licensee must furnish to any agency of the Federal or state government or the City, as required, any and all documents, reports and records required by Title 14, Code of Federal Regulations, Part 152, Subpart E, including an affirmative action plan and Form EEO-1.
(j) The City is committed to compliance with federal Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency ("LEP"), and related FAA guidance. Licensee must cooperate with the City, and require its Subcontractors to cooperate, in updating and implementing the LEP access plan. This may include but is not limited to collecting demographic data and conducting surveys of LEP customers, providing multilingual signage and menus, and hiring multilingual staff.
103 Airport Concession Disadvantaged Business Enterprises (ACDBEs). This Agreement is subject to the requirements of the U.S. Department of Transportation's regulations 49 C.F.R. Parts 26 and 23, as amended from time to time. Licensee must comply with the Special Conditions Regarding ACDBE participation attached hereto as Exhibit 7 and incorporated here by reference. Failure to comply with such Special Conditions shall be an Event of Default.



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No Exclusive Rights. Nothing contained in this Agreement must be construed to grant or authorize the granting of an exclusive right, including an exclusive right to provide aeronautical services to the public as prohibited by section 308(a) of the Federal Aviation Act of 1958, as amended, and the City reserves the right to grant to others the privilege and right of conducting any one or all activities of an aeronautical nature. It is clearly understood by Licensee that no right or privilege has been granted that would operate to prevent any person, firm, or corporation operating aircraft on the Airport from performing any services on its own aircraft with its own regular employees (including maintenance and repair) that it may choose to perform.
Avigation Easement. There is reserved to the City, its successors and assigns for the use and benefit ofthe public, a right of flight for the passage of aircraft in the airspace above the Licensed Space. This public right of flight includes the right to cause in the airspace any noise inherent in the operation of any aircraft used for navigation or flight through the airspace or landing at, taking off from, or operation on the Airport. Licensee by accepting this License agrees for itself, its successors, and assigns that it will not make use of the Licensed Space in any manner that might interfere with the landing and taking off of aircraft from Airport or otherwise constitute a hazard. If this covenant is breached, the City reserves the right to enter upon the Licensed Space and cause the abatement of the interference at the expense of Licensee.
National Emergency. This Agreement and all the provisions of this Agreement are subject to whatever right the United States Government now has or in the future may have or acquire affecting the control, operation, regulation, and taking over of the Airport, or the exclusive or non-exclusive use of the Airport by the United States during the time of war or national emergency.
2014 Hiring Prohibitions.

The City is subject to the June 16, 2014, "City of Chicago Hiring Plan" (the "2014 City Hiring Plan") entered in Shabnan v. Democratic Organization of Cook County, Case No 69 C 2145 (United States District Court for the Northern District of Illinois). Among other things, the 2014 City Hiring Plan prohibits the City from hiring persons as governmental employees in non-exempt positions on the basis of political reasons or factors.
Licensee is aware that City policy prohibits City employees from directing any individual to apply for a position with Licensee, either as an employee or as a sublicensee, and from directing Licensee to hire an individual as an employee or as a sublicensee. Accordingly, Licensee must follow its own hiring and contracting procedures, without being influenced by City employees. Any and all personnel of Licensee in connection with this License are employees or sublicensees of Licensee, not employees of the City of Chicago. This Agreement is not intended to and does not constitute, create, give rise to, or otherwise recognize an employer- employee relationship of any kind between the City and any personnel of Licensee.
Licensee will not condition, base, or knowingly prejudice or affect any term or aspect of the employment of any personnel associated with this Agreement, or offer employment to any individual to provide services associated with this Agreement, based upon or because of

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any political reason or factor, including, without limitation, any individual's political affiliation, membership in a political organization or party, political support or activity, political financial contributions, promises of such political support, activity or financial contributions, or such individual's political sponsorship or recommendation. For purposes of this Agreement, a political organization or party is an identifiable group or entity that has as its primary purpose the support of or opposition to candidates for elected public office. Individual political activities are the activities of individual persons in support of or in opposition to political organizations or parties or candidates for elected public office.
(d) In the event of any communication to Licensee by a City employee or City official in violation of this Section, or advocating a violation of this Section above, Licensee will, as soon as is reasonably practicable, report such communication to the Hiring Oversight Section of the City's Office of the Inspector General, and also to the Commissioner of the Department.
ARTICLE 11. GENERAL CONDITIONS
11.1 Entire Agreement. This Agreement contains all the terms, covenants, conditions and agreements between the City and Licensee relating in any manner to the grant and use of the License and otherwise to the subject matter of this Agreement. No prior or other agreement or understandings pertaining to these matters are valid or of any force and effect. This Agreement supersedes all prior or contemporaneous negotiations, undertakings, and agreements between the parties. No representations, inducements, understandings or anything of any nature whatsoever made, stated or represented by the City or anyone acting for or on the City's behalf, either orally or in writing, have induced Licensee to enter into this Agreement, and Licensee acknowledges, represents and warrants that Licensee has entered into this Agreement under and by virtue of Licensee's own independent investigation.
Counterparts. This Agreement may be comprised of several identical counterparts and may be fully executed by the parties in separate counterparts. Each such counterpart is deemed to be an original, but all such counterparts together must constitute but one and the same Agreement.
Amendments. Except as otherwise expressly provided in this Agreement, the provisions of this Agreement may by amended only by a written agreement and signed by the City and Licensee. No review or approval by the Commissioner constitutes a modification of this Agreement (except to the extent that the review or approval expressly provides that it constitutes such a modification or it is apparent on its face that the review or approval, if made in writing, modifies terms or provisions of this Agreement that are within the express powers of the Commissioner under this Agreement to modify), or excuses Licensee from compliance with the requirements of this Agreement or of any applicable laws, ordinances or regulations. Amendments must be signed by the Mayor, provided that the Commissioner alone may sign amendments to the Exhibits. Notwithstanding the foregoing, any amendment that would modify the Agreement such that the Agreement would no longer substantially conform to the form of Agreement that was approved by City Council requires approval by the City Council.
11.4 Severability . Whenever possible, each provision of this Agreement must be

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interpreted in such a manner as to be effective and valid under applicable law. However, notwithstanding anything contained in this Agreement to the contrary, if any provision of this Agreement is under any circumstance prohibited by or invalid under applicable law, the provision is severable and deemed to be ineffective, only to the extent of the prohibition or invalidity, without invalidating the remaining provisions of this Agreement or the validity of the provision in other circumstances.
115 Covenants in Subcontracts. All obligations imposed on Licensee under this Agreement pertaining to the maintenance and operation of the automated retail vending machines and compliance with the ACDBE requirements in this Agreement are deemed to include a covenant by Licensee to insert appropriate provisions in all Subcontracts covering work underthis Agreement and to enforce compliance of all Subcontractors with the requirements of those provisions.
|1j6 Governing Law. This agreement is deemed made in the state of Illinois and governed as to performance and interpretation in accordance with the laws of Illinois. Licensee irrevocably submits itself to the original jurisdiction of those courts located within Cook County, Illinois, with regard to any controversy arising out of, relating to, or in any way concerning the execution or performance of this Agreement. Licensee consents to service of process on Licensee, at the option of the City, by registered or certified mail addressed to the applicable office as provided for in this Agreement, by registered or certified mail addressed to the office actually maintained by Licensee, or by personal delivery on any officer, director, or managing or general agent of Licensee. If any action is brought by Licensee against the City concerning this Agreement, the action can only be brought in those courts located within Cook County, Illinois.
11.7 Entire Agreement. Any notices or other communications pertaining to this Agreement must be in writing and are deemed to have been given by a party if sent by nationally recognized commercial overnight courier or registered or certified mail, return receipt requested, postage prepaid and addressed to the other party. Notices are deemed given on the date of receipt if by personal service, or one day after deposit with a nationally recognized commercial overnight courier, three (3) days after deposit in the U.S. mails, or otherwise upon refusal of receipt. Unless otherwise directed by Licensee in writing, all notices or communications from the City to Licensee will be addressed to the person identified as Licensee's contact person in Licensee's EDS, as attached as Exhibit 9. All notices or communications from Licensee to the City must be addressed to:
Commissioner, Chicago Department of Aviation
City of Chicago
O'Hare International Airport
10510 W. Zemke Rd Chicago,
Illinois 60666
and with a copy to:
Deputy Commissioner of Concessions at the same address.



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If the notice or communication relates to payment of Fees or other payments to the City or relates to the Security deposit or insurance requirements, a copy must be sent to:

City Comptroller City of Chicago City Hall - Room 501 121 N. LaSalle Street Chicago, Illinois 60602

If the notice or communication relates to a legal matter or the indemnification requirements, a copy must be sent to:
City of Chicago. Department of Law
Aviation, Environmental, Regulatory and Contracts Section 2
North LaSalle Street, Suite 540
Chicago, Illinois 60602
Attn: Deputy Corporation Counsel

Either party may change its address or the individual to whom the notices are to be given by a notice given to the other party in the manner set forth above.
1L8 Successors and Assigns: No Third-Party Beneficiaries. This Agreement inures to the exclusive benefit of, and be binding upon, the parties and their permitted successors and assigns; nothing contained in this Section, however, constitutes approval of an assignment or other transfer by Licensee not otherwise permitted in this Agreement. Nothing in this Agreement, express or implied, is intended to confer on any other person, sole proprietorship, partnership, corporation, trust or other entity, other than the parties and their successors and assigns, any right, remedy, obligation, or liability under, or by reason of, this Agreement unless otherwise expressly agreed to by the parties in writing. No benefits, payments or considerations received by Licensee for the performance of services associated and pertinent to this Agreement must accrue, directly or indirectly, to any employees, elected or appointed officers or representatives, or to any other person or persons identified as agents of, or who are by definition an employee of, the City. Neither this Agreement nor any rights or privileges under this Agreement are an asset of Licensee or any third party claiming by or through Licensee or otherwise, in any bankruptcy, insolvency or reorganization proceeding.
11.9 Subordination.
(a) This Agreement is subordinate to the provisions and requirements of any existing or future agreements between the City and the United States government or other governmental authority, pertaining to the development, operation or maintenance of the Airport, including agreements the execution of which have been or will be required as a condition precedent to the granting of federal or other governmental funds for the development of the Airport. If the United States government requires modifications, revisions, supplements or deletions of any ofthe terms of this Agreement, then Licensee consents to the changes to this Agreement.
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This Agreement and all rights granted to Licensee under this Agreement are expressly subordinated and subject to any existing agreement or any Use Agreement with any airline utilizing the Airport, including the Terminals, and any existing agreement with any airline consortium pertaining to the operation of the Airport, including the Terminals.
To the extent of a conflict or inconsistency between this Agreement and any agreement described in paragraphs (a) and (b) above, those provisions in this Agreement so conflicting must be performed as required by those agreements referred to in paragraphs (a) and (b).

Conflict. In the event of any conflict between the terms and provisions of this Agreement and the terms and provisions of any Subcontract between Licensee and third parties, the terms and provisions of this Agreement govern and control.
Offset by Licensee. Whenever in this Agreement the City is obligated to pay Licensee an amount, then the City Comptroller may elect to require Licensee to offset the amount due against Fees or other payments owed by Licensee to the City, in lieu of requiring the City to pay such amount. Licensee shall have no right to offset any amount due to City under this Agreement against amounts due to Licensee by City unless so directed in writing by the City Comptroller.
Waiver; Remedies. No delay or forbearance on the part of any party in exercising any right, power or privilege must operate as a waiver of it, nor does any waiver of any right, power or privilege operate as a waiver of any other right, power or privilege, nor does any single or partial exercise of any right, power or privilege preclude any other or further exercise of it or of any other right, power or privilege. No waiver is effective unless made in writing and executed by the party to be bound by it. The rights and remedies provided for in this Agreement are cumulative and are not exclusive of any rights or remedies that the parties otherwise may have at law, in equity or both, except that the City will not be liable to Licensee for any consequential damages whatsoever related to this Agreement.
Authority of Commissioner. Unless otherwise expressly stated in this Agreement, any consents and approvals to be given by the City under this Agreement may be made and given by the Commissioner, an authorized representative of the Commissioner or such other person as may be duly authorized by the City Council, unless the context clearly indicates otherwise.
Estoppel Certificate. From time to time upon not less than fifteen (15) days prior request by the other party, a party or its duly authorized representative having knowledge of the following facts, will execute and deliver to the requesting party a statement in writing certifying as to matters concerning the status of this Agreement and the parties' performance under this Agreement, including the following:
A that this Agreement is unmodified and in full force and effect (or if there have been
modifications, a description of the modifications and that the Agreement as modified is in full force and effect);
A. the dates to which Fees, including Additional Fees, have been paid and the amounts
51

of the Fees most recently paid;
B. that the requesting party is not in default under any provision of this Agreement, or, if in default, the nature of it in detail;
C. in the case of the City's request under this Agreement, such further matters as may be requested by the City, it being intended that any such statement may be relied upon by third parties.
No Personal Liability. Licensee, or any sublicensee, assignee or Subcontractor, must not charge any elected or appointed official, agent, or employee ofthe City personally or seek to hold him or her personally or contractually liable to Licensee, sublicensee, assignee, or Subcontractor for any liability or expenses of defense under any provision of this Agreement or because of any breach of its provisions or because of his or her execution, approval, or attempted execution of this Agreement.
Limitation of City's Liability. Licensee and its Subcontractors must make no claims against the City for damages, charges, additional costs or fees or any lost profits or costs incurred by reason of delays or hindrances by the City in the performance of its obligations under this Agreement. All Licensee and Subcontractor personal property upon the Licensed Space or upon any other part of the Airport, is at the risk of Licensee or Subcontractor only, respectively, and the City is not liable for any loss or damage to it or theft of it or from it. The City is not liable or responsible to Licensee or Subcontractors, and Licensee waives, and will cause its Subcontractors likewise to waive, to the fullest extent permitted by law, all claims against the City for any loss or damage or inconvenience to any property or person or any lost profits any or all of which may have been occasioned by or arisen out of any event or circumstance, including theft, fire, act of God, public enemy, injunction, riot, strike, insurrection, war, court order, requisition or order of governmental body or authority, or water leakage, steam, excessive heat or cold, falling plaster, or broken glass; or any act or neglect of the City or any occupants of the Airport, including the Terminals or the Licensed Space, or repair or alteration of any part of the Airport, or failure to make any such repairs or any other thing or circumstance, whether of a like nature or a wholly different nature. If the City fails to perform any covenant or condition of this Agreement that the City is required to perform, and, notwithstanding the foregoing, Licensee recovers a money judgment against the City, the judgment must be satisfied only out of credit against the Fees and other monies payable by Licensee to the City under this Agreement, and the City is not liable for any deficiency except to the extent provided in this Agreement and to the extent that there are legally available Airport funds.
Joint and Several Liability. If Licensee, or its successors or assigns, if any, is comprised of more than one individual or other legal entity (or a combination of them), then in that event, each and every obligation or undertaking stated in this Agreement to be fulfilled or performed by Licensee is the joint and several obligations or undertaking of each such individual or other legal entity.
Non-Recordation. Licensee must not record or permit to be recorded on its behalf this Agreement or a memorandum of this Agreement, in any public office.
52

11.19 Survival. Any and all provisions set forth in this Agreement that, by its or their nature, would reasonably be expected to be performed after the expiration or termination of this Agreement survive and are enforceable after the expiration or termination. Any and all liabilities, actual or contingent, that have arisen in connection with this Agreement, survive any expiration or termination of this Agreement. Any express statement of survival contained in any section must not be construed to affect the survival of any other section, which must be determined under this section.
1120 Force Majeure. Neither party is liable for non-performance of obligations under this Agreement due to delays or interruptions beyond their reasonable control, including delays or interruptions caused by strikes, lockouts, labor troubles, war, fire or other casualty, acts of God ("force majeure event"). As a condition to obtaining an extension of the period to perform its obligations under this Agreement, the party seeking such extension due to a force majeure event must notify the other party within twenty (20) days after the occurrence of the force majeure event. The notice must specify the nature of the delay or interruption and the period of time contemplated or necessary for performance. The foregoing notwithstanding, however, in no event will Licensee be entitled to an extension of more than sixty (60) days due to a force majeure event, without the express written consent ofthe Commissioner.


























53

EXHIBIT 1
LICENSED SPACE (INCLUDING CONFIRMATION OF DBO)
EXHIBIT 1 LICENSED SPACE (INCLUDING CONFIRMATION OF DBO)

The Licensed Retail Spaces are located at Chicago O'Hare International Airport and include the Vending Zones in which Licensee's automated retail vending machines are located as per the following:

Vending Zone Automated Retail Vending Machine LOD Space ID Number |10
9|n/a T1B.U.107.B |109|Escape Pod/Jabbrrbox (2) T1B.U.12.B |109|n/a T1B.U.73.M |109|n/a T1B.L.94.0
5A n/a T1C.T.G.C
5B n/a T1B.THH.V |109|n/a T2E.U.39.A |109|n/a TEF.U.5L.L |109|Escape Pod/Jabbrrbox (2) T2F.U.45.E |10 9|n/a T2E.U.48.A
10 n/a T2.L.40.6
11 n/a T2EF.U.16.D
12 n/a T2.U.45.J
13 n/a T3.U.8C.D
14 n/a T3G.U.33.C
15 Escape Pod/Jabbrrbox (2) T3H.U.30.E
16 Escape Pos/Jabbrrbox (1) T3K.9Ma.A

17 Escape Pod/Jabbrrbox (1) T3K.U.75.L
18A n/a T3.L.8Y.C
18B n/a T3.L.8Y.C
19 n/a CTA Pedway
20A n/a T2.U.4A.D
20B n/a T2.U.4C.E
21 n/a T3.U.8AA.F
22 Escape Pod/Jabbrrbox (2) T3HK.U.9R.E
23 n/a L Sdnger.U.2.3.A
24A n/a T2 CTA Pedway
24B n/a T2 CTA Pedway
24C n/a T2 CTA Pedway
25 n/a Bus Shelter Center

The Date of Beneficial Occupancy is: TBD



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Chicago O'Hare International Airport
Mayor • Lori Lightfoot

Chicago Department of Aviation
Commissioner • Jamie Rhee
Terminal 1 / Concourse C Upper Level
Automated Retail Zone #02 (T1B.U.12.B)
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UNISON RETAIL MANAGEMENT






































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Chicago O'Hare International Airport
Mayor • Lori Lightfoot

Chicago Department of Aviation
Commissioner • Jamie Rhee
Terminal 2/Concourse EF Upper Level
Automated Retail Zone #08 (T2F.U.45.E)
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UNISON RETAIL MANAGEMENT
EXHIBIT 2

FEES
EXHIBIT 2 FEES
1. Percentage Fee: MAG USA

Gross Revenues Percentage Rent
All Sales
- 4 or less locations 10.0%
5 or more locations 15.0%




2. There is no "Minimum Annual Guarantee" or "MAG" for the first License Year of the Term. The Minimum Annual Guarantee for the second License Year is 85% of the Percentage Fee payable in the first License Year. Beginning with the third License Year, and for each License Year thereafter, the Minimum Annual Guarantee will equal the greater of 85% of the Percentage Fee payable for the preceding License Year, and the Minimum Annual Guarantee for the second License Year.
EXHIBIT 3 DEVELOPMENT PLAN
4) CONCESSIONS DEVELOPMENT PLAN FORM B



Proposal Form B Concept Plan Package 3 (Automated Retail, Services and Food)
Instructions: Provide respondent's proposed concept plan showing the following information for each proposed Concession Location. Use oddiaanal copies of this table as necessary. Submit additional information as setforth in the Proposal Requirements foOowmg this proposal
Respondent MAG US LOUNGE MANAGEMENT LLC

Concession location Location Description Concession Description Proposed Equipnient/Fatilay Proposed Operator Antiripated Opening Date
Terminal 1
Location #1-TL£L2 common space loT Privacy Booth (2) labor rbcx/ (2) Vend MAG/ IdlibutiUJL SEE BELOW
location 12-T1,CL1 common sfiicf k»T PrivMv flnorh MAG/Jabttfrtez SEE BELOW
Location •* - TXU- BafPE*
location IS - TIJBL Tunnel
Tunata] 2
Loocjon C3 - T2JL1 common space loT Privacy Booth 2) tabbrrtKn/ (21 Vend MAG/ lahlnibua S3 BELOW
Location ff6-T2,E6 common space loT Privacy Booth HisbbrrtKix/fllVend MAC/Jabbrrbox SEE BELOW
location #7 - TZ Adjacent to ATM common tpr^- k>T Privacy Booth MAG/Jabbrrbox SEE BELOW
location tS - T2,F12 common space loT Privacy Booth 2)Jaiibrrbox/(2)Vend MAG/ Jabttiibox SEE BELOW
location « - T2JtS conunon cp**^ loT Privacy Booth 2)Jattirrtxn/{2)Vend MAG/fettxTtxn SEE BELOW
tocKian«0 T2,E1 (oT Privacy Booth 2)JalrbrrtKn/aiVend MAG/ Jabbrrtrax SEE BELOW
Location IU'T2PH3 common space LoT Privacy Booth 2»latrbiThca/P]Vend MAG/J*bbrrbcn SEE BELOW
Location 112 • T2-T3 Bridge carman space loT Privacy Booth 2)J>btvrboV(2) Vend MAG/iabonbax SEE BELOW
TtnttiiaJ3
Vacant Space T3HJC.U.9JLB
Location * 13 - T3 JH1 common space loT Privacy Booth Z)JabbrrtM^(2)Vend MAG/libftfTtxa SEE BELOW
Location f 14 - T3,G11 common space foT Privacy Booth 2)laMrrTl303/(2)Vcnd MAiV Jabbrrbox SEE BELOW
location fflS'T3,H3 common space InT PriwirY Bonth Z) Jabbrrbox/ (2) Vend MAG/Jabbrrbox SEE BROW
location «lG-T3,Kia axrnnon sovce loT PrivJKY Booth MAG/ febbrrbca SEE BELOW
Location § 17 - T3, K19 common space loT Pnvacv Booth MAG/ Jabbrrbox SEE BELOW
Location «18 - T3# U Baciac*
Location #19 - T3,Bl Passageway to CTA
(ANTICIPATED OPENING DATE: Jabbrrbox will Install pods within 45-90 days after award date)





Chicago Department of Aviation July 30,2020
Proposal Form B






jabbrrbox escape

1) CONCEPT THEME
Jabbrrbox has become a highly sought after loT passenger amenity that provides personal space for Privacy, Productivity and Wellness, all within less than 16 square feet of floor area.

Users select their preferred duration which has an associated price point, and users have the ability to book on-demand on the outside of each unit, or up to 14 days in advance via the mobile apps and web booking platforms.
When booking on-demand the Jabbrrbox comes to life and the door automatically unlocks when payment is confirmed. The user is sent a text message and email containing a 6-digit access code that serves as a code to unlock the door as well as connection to a reservation unique encrypted Wi-Fi session.
When booking via mobile application the user first creates a user profile and stores their credit card information. This allows for advanced reservations, reservation extensions, a listing of all past bookings, and the ability to assign saved units to their most loved location.
Our users are also able to see our entire ecosystem of units, including those in hospitality venues, convention centers, retail environments, office buildings and beyond, supporting the new "work from anywhere" world we now work in. This use-case speaks directly to our Productivity tenet and paints a picture for how our marketing efforts in all verticals strengthen the entire Jabbrrbox ecosystem.
Our loyal customers love how Jabbrrbox can instantly turn a crowded public space into a private oasis. Whether that means practicing the violin, recording a podcast or catching an important business meeting, the Jabbrrbox pods provide an essential space for privacy. We empower our users to be their best selves during their reservations.
Jabbrrbox's Wellness tenet has quickly become our most sought-after use-case, whether that be for mediation and calm, or speaking with a doctor or mental health provider before jumping on a flight. In the past, passengers were forced to take these calls in public, not anymore with the privacy of a Jabbrrbox. Passengers are not the only recipients of this offering, as we offer reduced partner pricing to all airport employees that need access to utilize these services which help save them time and money from loss of work hours. To support our Wellness initiatives, we are initially providing PPE products via our Retail Kiosks and look to expand those offerings to other wellness type products in the future.
There is a reason why Jabbrrbox has been called the "ultimate escape to serenity" by our users!





(gifi? jabbrrbox escape 17
2) PROPOSED SERVICES AND PRICING
Jabbrrboxes will be available for rent for varying time frames via our website or directly from the touchscreen display at the Jabbrrbox location. We will also provide an opportunity to sell Personal Protective Equipment (PPE) from outside of the Jabbrrbox, allowing for increase revenue opportunities.
JABBRRBOX BOOKING PRICE RATES PPE RETAIL RATES
$15 for 30 minutes $25 for 45 minutes $30 for 60 minutes
$10 for 15 minutes &r>-,c m l. ¦ r.- ¦ t *
$0.75 Alcohol Disinfectant Wipes
$4.99 MEDEX Hand Sanitizer Bottle 4oz.
$0.75 Hand Sanitizer Packet
$7.99 K95 Face Mask
$45 for 90 minutes $4.66 PPE Kit

$5.48 Reusable Face Mask
SOURCES OF MERCHANDISE, PRODUCTS AND SUPPLIES
Jabbrrbox units are constructed in Des Plaines, IL out ofthe highest quality materials as described in the Preliminary Plans section below. PPE Supplies will be ordered from and provided by Vengo Labs. Cleaning supplies and required tools for regular maintenance will be purchased by our ACDBE, The Forrest Group.
PROPOSED CAPITAL IMPROVEMENTS
Our units require very little capital improvements to ORD, allowing us to deploy efficiently and economically, with a commitment of at least $800,000 for capital investments. Where required, we will provide the necessary power to support our units.
SUSTAINABILITY INITIATIVES
Jabbrrbox units are currently fabricated and assembled in Des Plaines Illinois, allowing for a short 4.5 miles travel distance from testing and compliance to onsite installation and setup. Further to this, all Jabbrrbox components and materials are made from low or no VOC's (volatile organic compounds) and formaldehyde. Jabbrrbox units are also 100% recyclable (upcycled) "cradle to cradle" for reuse and redeployment.















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6) PRELIMINARY PLANS WHAT MAKES A JABBRRBOX?
Jabbrrbox units are constructed from a 3-layer wall system consisting of a 14 gauge, powder coated steel exterior shell, followed by 3" of P.E.T. (recycled plastic water bottles) followed by a metal panel backed Vi" P.E.T. (recycled plastic water bottles) rigid wall panel. The Jabbrrbox door is made from custom

aluminum extrusions which are also powder coat painted with a 3A" laminated glass panel insert held in place with sound isolating rubber gaskets. User comfort is supplied via 180 cfm of airflow which translates into a complete air refresh rrte of 60 seconds.
The interior provides two separate user-controlled lighting elements with one being overhead and the other being front facing. These are both color assignable as well as dimmable which allows a user to create their own "mood". A third set of lights are also contained in the ceiling and are only activated when the unit is not in use. This light source combines three separate wavelengths of UV lighting to safely sanitize the air and surfaces between use. This light source is tied into occupancy sensors which automatically turn this light source off as the exterior door opens and before the user enters.
Each Jabbrrbox unit contains two plug-in points for a user device power, plus two USB power points. The Jabbrrbox door hardware is all commercially rated and UL compliant, with concealed door hinges, concealed overhead closer, and a mortise lock body. Each unit contains a built-in place work surface and foam cushion banquette style seat and seat back. All Jabbrrbox materials meet or exceed CAL Bulletin 133 standards which specifically regulate the flammability of furniture that will be used in "public spaces.
DESCRIPTION OF AUTOMATED RETAIL KIOSK
Jabbrrbox has become the passengers "ultimate escape to serenity" by providing a bookable and reservable quiet oasis for Privacy, Productivity and Wellness. Jabbrrbox users can book on-demand at an individual unit, or reserve time in advance via our mobile and web applications in as little as fifteen minutes and up to two hours in duration. Reservations can easily be extended via our mobile apps if a user requires more time or simply needs to wait out a flight delay.
When inside a Jabbrrbox users are greeted by a 24" touchscreen running the Jabbrrbox user interface which allows them to control their environment by changing the color of the lights and/or adjusting the light level brightness.
Users can also access a map view ofthe airport terminal to view available concessions and restaurants, and to plan the path to their departing gate.



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If our users are curious about the status of their flight, they can enter their flight code and receive the latest updates on departing and arriving gates plus weather forecast at both locations. If our users are experiencing an issue while in the Jabbrrbox they can contact Jabrrbox via our support tab.
If our users are running low on cell phone data, it is not a problem as every Jabbrrbox session launches a private, encrypted Wi-Fi session with step by step directions on how to connect multiple devices to be productive with work deadlines or to kickback and stream their favorite media.
Our users can capture their moment at O'Hare by taking five photos via our photo booth, feature and share their travel experience with their friends and family on socipl media networks.
We invite user feedback and therefore have provided a short user Survey to which helps us iterate and update our product offerings.
Jabbrrbox Materials Board
At Jabbrrbox we are constantly learning from our users and expanding our experiential services and will soon be launching Telehealth services in partnership with Illinois based Advocate Aurora Health to allow passengers and airport personnel to have live doctor visits while at the airport to reduce time away from the job for maximum work efficiency. We are also partnering with National Telehealth service providers to ensure no matter the insurance provider, they will have access to a doctor while on the move.
We are also currently in the process of integrating the World's largest video conference platforms to allow

our users to keep their laptop in their bag and connect to their team on our large display with front facing lighting so our users look their best!

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As a result of many user surveys, streaming is a huge request for users to enjoy their favorite movies and shows ahead of their flight. We are currently in direct discussion with various large streaming platforms to provide passengers with all ofthe media their hearts desire.






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Once placed in O'Hare, we will coordinate with other ORD concessionaires to bring their E-Commerce platforms to the Jabbrrbox screen. Users will be able to order from their favorite shops and restaurants, even having food delivered directly to the pod. The opportunities are truly endless.


Our PPE Retail Machines will be Jabbrrbox branded and stocked with necessary items for today's traveler. Each of our machines can hold 347 product SKUs and we will be offering a mixture ofthe following.
Alcohol Disinfectant Wipes • K95 Face Masks
4o'z. Hand Sanitizer Bottles • PPE Multi-Product Kits
Hand Sanitizer Wipes • Reusable Face Masks
We will closely monitor the top selling products and adjust our inventory to respond to sales, as well as offering new products as conditions demand.
MARKETING JABBRRBOX
Jabbrrbox employs digital marketing strategies to reach our target market of experienced travelers who dream of a private space inside of a busy terminal.^We utilize social media to target travelers within the airport, providing valuable information on how to access a Jabbrrbox, whether through ourapp, our online booking portal, or directly at the kiosk. When available, we also promote our services in airports on their digital displays to further educate and promote our feature rich amenity to travelers.
MAG USA will support marketing efforts through our Multi-Channel Commercial Strategy which diversifies and maximizes revenue sources. Each of these channels is addressed through direct contact, promotion,




Request for Proposals at ORD jobbrrbOX eSCape 21
and marketing by our Commercial and Marketing teams to maximize Jabbrrbox utilization and income to ORD and MAG USA. The channels we utilize include:
Airlines - We capitalize on the relationships of our parent company, MAG, dealing with 80+ international airlines to enhance our marketing in the US. These strategic partnerships allow for increased reach with the Jabbrrbox pods.
Digital Channels - Our flexible technology solutions allow us to tailor product messaging and distribution to potential guests. Our bespoke GOairports system interfaces with modern platforms, meaning that we can work with many partners and ensure seamless service.
National Networks-To increase awareness, we have made it possible to partner with any type of organization in flexible and technologically driven ways, allowing us to gain access to millions of guests through national partners quickly.



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Current MAG airline partners that allow us to extend our reach domestically and internationally.


PROPOSED PROJECT SCHEDULE
The Jabbrrbox program will be deployed in Ql of 2021 with a targeted activation date of February 1st. The units are delivered fully assembled in after hours following all logistics protocol and are fully tested and initialized on site to go live within 24 hours of delivery. We are able to deploy Jabbrrbox pods within 45-90 days of award ofthe bid.














(gjS? jabbrrbox escape 22
COMPENSATION TO THE CITY FORM G

Chicago Department of Aviation

Proposal Form G Proposed Concession Fee Rates
Compensation to the City consists of the Minimum Annual Guarantee Fee ("MAG") and Percentage Fee as described in Section D.2. of the RFP. The City has established the MAG to be paid the City during the Lease Years of the Term. This amount is not "biddable." Any respondent who states a different amount in its proposal will be deemed non-responsive and eliminated from further consideration for award of the offered concession. The City has not established a range of Percentage Fee Rate (s) for each concession category. Respondents must propose a Percentage fee rate(s) for each Package. Any respondent who fails to propose a Percentage Fee Rate(s) will be deemed non-responsive and eliminated from further consideration for award of the offered concession.
MAG US LOUNGE MANAGEMENT LLC

1) Proposed Percentage Fee Rate:

Concession Category Percentage Fee Rate Ranges (for product categories) Sales Tiers Proposed Percentage Fee Rate
Alternative Mobile Self-Ordering and Delivery Service n/a n/a n/a
Automated Self-Checkout Micro Marts n/a n/a n/a
Automated Retail, Services and Food n/a n/a See narrative below
Note: if not proposing on one or more concession categories (packages) indicate with an "n/a" in the corresponding boxes.

Automated Retail, Services and Food: Proposed Percentage Fee Rate Two tiers:
10% of gross revenue when operating 4 or less locations
15% of gross revenue when operating 5 or more locations




Proposal From G





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$800,000.00 -assuming (30) un ts in (15) locations N/A N/A Proposed Capital Investment
See below N/A N/A Source 1
See below N/A N/A Financing Sc Amount 1
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See below N/A N/A id Debt or Equity); Amount 2
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Request for Proposals at ORD (^usa jabbrrbox escape 26

EXHIBIT 4 PRODUCTS AND PRICE LIST
2) PROPOSED SERVICES AND PRICING
Jabbrrboxes will be available for rent for varying time frames via our website or directly from the touchscreen display at the Jabbrrbox location. We will also provide an opportunity to sell Personal Protective Equipment (PPE) from outside of the Jabbrrbox, allowing for increase revenue opportunities.
JABBRRBOX BOOKING PRICE RATES $10 for 15 minutes
$15 for 30 minutes
$25 for 45 minutes
$30 for 60 minutes
$45 for 90 minutes
$60 for 120 minutes
PPE RETAIL RATES $0.75 Alcohol Disinfectant Wipes $4.99 MEDEX Hand Sanitizer Bottle 4oz. $0.75 Hand Sanitizer Packet $7.99 K95 Face Mask $4.66 PPE Kit
$5.48 Reusable Face Mask
SOURCES OF MERCHANDISE, PRODUCTS AND SUPPLIES
Jabbrrbox units are constructed in Des Plaines, IL out of the highest quality materials as described in the Preliminary Plans section below. PPE Supplies will be ordered from and provided by Vengo Labs. Cleaning supplies and required tools for regular maintenance will be purchased by our ACDBE, The Forrest Group.
PROPOSED CAPITAL IMPROVEMENTS
Our units require very little capital improvements to ORD, allowing us to deploy efficiently and economically, with a commitment of at least $800,000 for capital investments. Where required, we will provide the necessary power to support our units.
SUSTAINABILITY INITIATIVES
Jabbrrbox units are currently fabricated and assembled in Des Plaines Illinois, allowing for a short 4.5 miles travel distance from testing and compliance to onsite installation and setup. Further to this, all Jabbrrbox components and materials are made from low or no VOC's (volatile organic compounds) and formaldehyde. Jabbrrbox units are also 100% recyclable (upcycled) "cradle to cradle" for reuse and redeployment.















(Qtif jobbrrbox escape i8

EXHIBIT 5 FORM OF LETTER OF CREDIT
SAMPLE FORM OF LETTER OF CREDIT
Issuing Bank Letterhead (must be a bank located in the Chicago metropolitan area)

Irrevocable Standby Letter of Credit
Letter of Credit No.
Date: , 20 ,

Chicago Department of Aviation Chicago's O'Hare International Airport P.O. Box 66142 Chicago, Illinois 60666
Attention: Commissioner
We hereby open in your favor, at the request and for the account of this irrevocable standby
letter of credit in an aggregate amount not to exceed $ Dollars ("Stated Amount"), to
be available for payment of your drafts drawn at sight on us signed by the Commissioner of the Chicago Department of Aviation, or her designee.
Your sight drafts must be accompanied by a written certificate, in the form of Exhibit A attached hereto (the "Certificate") signed and completed by you.
Partial and multiple drawings are permitted hereunder.
This Letter of Credit sets forth in full the terms of our undertaking, and such undertaking shall not in any way be modified, amended, amplified or limited by any document, instrument or agreement referred to herein, or in which this Letter of Credit is referred to, or to which this Letter of Credit relates; and no such reference shall be deemed to incorporate herein by reference any such document, instrument or agreement. The Account Party is not the owner or beneficiary under this Letter of Credit and possesses no interest whatsoever in this Letter of Credit or its proceeds. Further, this Letter of Credit shall not be affected by any bankruptcy or other insolvency proceeding initiated by or against the Account Party.

This credit shall expire on , 20 , unless extended as provided herein.
It is a condition of this credit that it will be automatically extended without amendment for an additional period of twelve (12) months from the present and each future expiry date, unless, not less than ninety (90) days prior to the then relevant expiry date, we notify you and Corporate Counsel of the City by registered mail, return receipt requested, that we elect not to extend this credit for any additional period. Upon receipt of such a notification you may draw your sight draft on us prior to the then-relevant expiration date for the unused balance of this credit, which shall be accompanied by your signed written statement that you received notification of our election not to extend.

Drafts must be marked "Drawn under irrevocable Standby Letter of Credit No.
We hereby agree to honor each draft drawn under and in compliance with the terms of this credit if duly presented at our offices on or before the close of business on the expiry date.
This Letter of Credit sets forth in full the terms of our undertaking, and such undertaking shall not in any way be modified, amended, amplified or limited by reference to any document, instrument or agreement referred to herein and any such reference shall not be deemed to incorporate herein by reference any document, instrument or agreement.
This Letter of Credit is subject to the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce Publication No. 500, 1993 revision, ("IUCP") and to the Uniform Commercial Code - Letters of Credit, as adopted in Illinois, 810 ILCS 5 -101 et seg as amended ("UCC"). To the extent that the provisions of the IUCP and UCC conflict, the provisions ofthe UCC shall govern.
We hereby undertake that a draft drawn in conformity with the terms of this Letter of Credit will be duly honored on presentation.

By:

Name:
Title:
THIS IS AN INTEGRAL PART OF STANDBY LETTER OF CREDIT
NO.

CERTIFICATE FOR DRAWING

The undersigned, the Commissioner of the Chicago Department of Aviation, represents,
warrants and certifies to (the "Bank") with
reference to Letter of Credit No. issued by the Bank in favor of the City of Chicago (the
"Beneficiary") that:
1. A breach of the Lease and License Agreement ("Agreement") dated as of
, 20 , as amended, modified or supplemented, between the City of Chicago
("City") and , an , has occurred, or a
replacement Letter of Credit in a form and substance satisfactory to the City Comptroller has not been issued to the City by a Financial Institution meeting the requirements set forth in the Agreement. As a
result, the City is making demand under the Letter of Credit to pay
dollars ($ ) on the day of , 20 .
Payment of the draft shall be made by bank wire paid to our account as per our wire instructions below:
(Name of Bank)
(City & State)
• (ABA No.)
(Account Name)
(Account No.)
(Reference No., if any)
All defined terms used but not defined herein shall have the meaning assigned hereto in the Letter of Credit.


In witness hereof, the City has executed this certificate as of this day of
20
CITY OF CHICAGO



BY:
Its: Commissioner of Aviation

EXHIBIT 6 INSURANCE REQUIREMENTS
EXHIBIT 6
INSURANCE REQUIREMENTS Chicago Department of Aviation
Automated Retail License Agreement Food, beverage, retail products gifts and vending merchandise at O'Hare
(Vending Machines)
A. INSURANCE REQUIRED
Licensee must provide and maintain at Licensee's own expense, during the term of the Agreement and during the time period following expiration if Licensee is required to return and perform any work, services, or operations, the insurance coverages and requirements specified below, insuring all work, services, or operations related to the Agreement.
Workers Compensation and Employers Liability (Primary and Umbrella)
Workers Compensation Insurance, as prescribed by applicable law covering all employees who are to provide a work, services, or operations under this Agreement and Employers Liability coverage with limits of not less than $1,000,000 each accident; $1.000.000 disease-policy limit; and $1,000.000 disease-each employee, or the full per occurrence limits of the policy, whichever is greater. Coverage must include, but not be limited to, the following: other state endorsement, voluntary compensation and alternate employer, when applicable.

Licensee may use a combination of primary and excess/umbrella policy/policies to satisfy the limits of liability required herein. The excess/umbrella policy/policies must provide the same coverages/follow form as the underlying policy/policies.
Commercial General Liability (Primary and Umbrella)
Commercial General Liability Insurance or equivalent must be maintained with limits of not less than $1.000.000 per occurrence, or the full per occurrence limits of the policy, whichever is greater, for bodily injury, personal injury, and property damage liability. Coverages must include, but not limited to, the following: All premises and operations, products/completed operations, separation of insureds, defense, and contractual liability (not to include Endorsement CG 21 39 or equivalent).

The City must be provided additional insured status with respect to liability arising out of Licensee's work, services or operations performed on behalf of the City. The City's additional insured status must apply to liability and defense of suits arising out of Licensee's acts or omissions, whether such liability is attributable to the Licensee or to the City on an additional insured endorsement form acceptable to the City. The full policy limits and scope of protection also will apply to the City as an additional insured, even if they exceed the City's minimum limits required herein. Licensee's liability insurance must be primary without right of contribution by any other insurance or self-insurance maintained by or available to the City.
Licensee may use a combination of primary and excess/umbrella policy/policies to satisfy the limits of liability required herein. The excess/umbrella policy/policies must provide the same coverages/follow form as the underlying policy/policies.

Automobile Liability (Primary and Umbrella)
When any motor vehicles (owned, non-owned and hired) are used in connection with work, services, or operations to be performed, Automobile Liability Insurance must be maintained by the Licensee with limits of not less than $1.000,000 per occurrence, or the full per occurrence limits of the policy, whichever is greater, for bodily injury and property damage. The City is to be added as an additional insured on a primary, non-contributory basis.

Licensee may use a combination of primary and excess/umbrella policy/policies to satisfy the limits of liability required herein. The excess/umbrella policy/policies must provide the same coverages/follow form as the underlying policy/policies.
Excess/Umbrella
Excess/Umbrella Liability Insurance must be maintained with limits of not less than $2.000.000 per occurrence, or the full per occurrence limits of the policy, whichever is greater. The policy/policies must provide the same coverages/follow form as the underlying Commercial General Liability, Automobile Liability, Employers Liability and Completed Operations coverage required herein and expressly provide that the excess or umbrella policy/policies will drop down over reduced and/or exhausted aggregate limit, if any, of the underlying insurance. The Excess/Umbrella policy/policies must be primary without right of contribution by any other insurance or self-insurance maintained by or available to the City.
Licensee may use a combination of primary and excess/umbrella policies to satisfy the limits of liability required in sections A.1, A.2, A.3 and A.4 herein.
Property
The Licensee must maintain All Risk Property Insurance for the licensed space including improvements and betterments, in the amount of their full replacement cost. Coverage extensions must include Business Income and Extra Expense. The City is to be named as an additional insured and loss payee, as its interest may appear. Licensee is responsible for all loss or damage to personal property including equipment, fixtures, contents, materials and supplies.
Cyber Liability
Cyber Liability Insurance must be maintained with limits of not less than $2.000.000 for each occurrence or claim. Coverage must include, but not be limited to network security and privacy liability including computer or network system attacks (liability arising from the loss or disclosure of confidential information), privacy breach response coverage and costs, regulatory liability including fines and penalties, denial or loss of service, introduction, implantation and/or spread of malicious software code, unauthorized access to or use of computer systems, theft of data, and no exclusion/restriction for unencrypted portable devices/media may be on the policy. The City must be named as an additional insured and/or indemnified party. If the City is named as an additional insured and the policy contains an insured vs insured exclusion, the exclusion must be amended, and not be applicable to the City.
Commercial Crime Insurance
The Licensee must provide a Fidelity Bond or Commercial Crime coverage covering all loss or damage by employee dishonesty, robbery, burglary, theft, destruction or disappearance, computer fraud, credit card forgery, and other related crime risks. The

policy limit must be written to cover losses in the amount of maximum monies collected, received or on premises or in possession of Licensee at any given time. The City must be named as a loss payee as its interest may appear. Coverage must include, but not be limited to, third party fidelity coverage, including coverage for loss due to theft and must not contain a requirement for an arrest and/or conviction.
8) Builders Risk
When Licensee undertakes any construction, including improvements, betterments, upgrades and/or repairs, the Licensee must provide or cause to provided, All Risk Builders Risk Insurance to cover materials, supplies, equipment, machinery and fixtures that will be part of the permanent facility/project. The City of Chicago is to be named as an additional insured and loss payee as its interest may appear.

The Licensee is responsible for all loss or damage to City of Chicago property at full replacement cost.
B. Additional Requirements
Evidence of Insurance. Licensee must furnish the City of Chicago, Department of Procurement Services, City Hall, Room 806,121 N. LaSalle Street, 60602, and Department of Aviation, 10510 W. Zemke Rd, Chicago, IL 60666, original certificates of insurance and additional insured endorsement, or other evidence of insurance, to be in force on the date of this Agreement, and renewal certificates of Insurance and endorsement, or such similar evidence, if the coverages have an expiration or renewal date occurring during the term of this Agreement. Licensee must submit evidence of insurance prior to execution of Agreement. The receipt of any certificate does not constitute agreement by the City that the insurance requirements in the Agreement have been fully met or that the insurance policies indicated on the certificate are in compliance with all requirements of Agreement. The failure of the City to obtain, nor the City's receipt of, or failure to object to a non-complying insurance certificate, endorsement or other insurance evidence from Licensee, its insurance broker(s) and/or insurer(s) will not be construed as a waiver by the City of any of the required insurance provisions. Licensee must advise all insurers of the Agreement provisions regarding insurance. The City in no way warrants that the insurance required herein is sufficient to protect Licensee for liabilities which may arise from or relate to the Agreement. The City reserves the right to obtain complete, certified copies of any required insurance policies at any time.

Failure to Maintain Insurance. Failure of the Licensee to comply with required coverage and terms and conditions outlined herein will not limit Licensee's liability or responsibility nor does it relieve Licensee of the obligation to provide insurance as specified in this Agreement. Nonfulfillment of the insurance conditions may constitute a violation of the Agreement, and the City retains the right to suspend this Agreement until proper evidence of insurance is provided, or the Agreement may be terminated.
Notice of Material Change, Cancellation or Non-Renewal. Licensee must provide for sixty (60) days prior written notice to be given to the City in the event coverage is substantially changed, canceled or non-renewed and ten (10) days prior written notice for non-payment of premium.
Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions on referenced insurance coverages must be borne by Licensee.
Waiver of Subrogation. Licensee hereby waives its rights of subrogation and agrees to require their insurers to waive their rights of subrogation against the City under all required insurance

herein for any loss arising from or relating to this Agreement. Licensee agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City received a waiver of subrogation endorsement for Licensee's insurer(s).
Licensee's Insurance Primary. All insurance required of Licensee under this Agreement must be endorsed to state that Licensee's insurance policy is primary and not contributory with any insurance carrier by the City.

No Limitation as to Licensee's Liabilities. The coverages and limits furnished by Licensee in no way limit the Licensee's liabilities and responsibilities specified within the Agreement or by law.

No Contribution by City. Any insurance or self-insurance programs maintained by the City do not contribute with insurance prov'ded by Licensee under this Agreement.

Insurance not Limited by Indemnification. The required insurance to be carried is not limited by any limitations expressed in the indemnification language in this Agreement or any limitation placed on the indemnity in this Agreement given as a matter of law.
Insurance and Limits Maintained. If Licensee maintains higher limits and/or broader coverage than the minimums shown herein, the City requires and must be entitled the higher limits and/or broader coverage maintained by Licensee. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage must be available to the City.
Joint Venture or Limited Liability Company. If Licensee is a joint venture or limited liability company, the insurance policies must name the joint venture or limited liability company as a named insured.
Other Insurance obtained bv Licensee. If Licensee desires additional coverages, the Licensee will be responsible for the acquisition and cost.
Insurance required of Subcontractors. Licensee must name the Subcontractor(s) as a named insured(s) under Licensee's insurance or Licensee will require each Subcontractor(s) to provide and maintain Commercial General Liability, Commercial Automobile Liability, Worker's Compensation and Employers Liability Insurance and when applicable Excess/Umbrella Liability Insurance and Professional Liability Insurance with coverage at least as broad as in outlined in Section A, Insurance Required. The limits of coverage will be determined by Licensee. Licensee must determine if Subcontractor(s) must also provide any additional coverage or other coverage outlined in Section A, Insurance Required. Licensee is responsible for ensuring that each Subcontractor has named the City as an additional insured where required on an additional insured endorsement form acceptable to the City. Licensee is also responsible for ensuring that each Subcontractor has complied with the required coverage and terms and conditions outlined in this Section B, Additional Requirements. When requested by the City, Licensee must provide to the City certificates of insurance and additional insured endorsements or other evidence of insurance. The City reserves the right to obtain complete, certified copies of any required insurance policies at any time. Failure of the Subcontractor(s) to comply with required coverage and terms and conditions outlined herein will not limit Licensee's liability or responsibility.

City's Right to Modify. Notwithstanding any provisions in the Agreement to the contrary, the City, Department of Finance, Risk Management Office maintains the right to modify, delete, alter or change these requirements.

EXHIBIT 7
ACDBE SPECIAL CONDITIONS AND RELATED FORMS
City of Chicago Department of Aviation
Special Conditions Regarding Airport Concessions Disadvantaged Business Enterprise (ACDBE) Commitment


I. POLICY AND PROGRAM
It is the policy of the City of Chicago ("City") not to discriminate on the basis of race, color, sex or national origin in the award or performance of airport concession agreements. Because the City is a recipient of Airport Improvement Program funds from the Federal Aviation Administration ("FAA"), the concessions at the City's airports are subject to 49 CFR Part 23, Participation of Disadvantaged Business Enterprise in Airport Concessions ("Part 23"). The City will not, directly or indirectly, through contractual or other arrangements, use criteria or methods of administration that have the effect of defeating or impeding the accomplishment of the objectives of Part 23. Compliance with Part 23 requirements will not diminish or supplant the Concessionaire's obligations to comply with nondiscrimination laws as required elsewhere in the Agreement. In the event of a conflict between the provisions of these Special Conditions and the requirements of Part 23, the requirements of Part 23 shall prevail. Part 23 is available on-line at www.access.gpo.gov/nara/cfr/waisidx 06/49cfr23 06.html.
It is further the policy of the City, in accordance with the requirements of Part 23, that Airport Concession Disadvantaged Business Enterprises ("ACDBEs") have the maximum opportunity to participate fully in the City's airport concession program. As used throughout these Special Conditions, the term "ACDBE" means an entity that has been certified as such under the Illinois Unified Certification Program ("UCP"). If a firm is not certified by the Illinois UCP as an ACDBE in accordance with the standards in Part 23, the firm's participation is not counted for Part 23 purposes. ACDBEs certified by other jurisdictions are not considered certified ACDBEs for purposes of this Agreement and will not be counted as such unless they have also been certified by the Illinois UCP.
In accordance with Part 23, Subparts B and D, the City submitted an ACDBE Program and ACDBE Goal for approval by the FAA. The FAA-approved ACDBE Program and ACDBE Goal are available upon request. In the event of any amendments or revisions to Part 23 (or any related or superseding regulations), these Special Conditions shall be subject to such revised regulations and any City-promulgated program, regulations, or goals established thereunder. Upon request by the City, this Agreement shall be amended to replace these Special Conditions with revised Special Conditions that reflect the then-current federal regulations, if necessary.
The following assurances are required to be included in the Agreement by 49 CFR §23.9(c). Concessionaire is deemed to be the "concessionaire or contractor" referenced.
1. This agreement is subject to the requirements of the U.S. Department of Transportation's regulations, 49 CFR Part 23. The concessionaire or contractor agrees that it will 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 order or other agreement covered by 49 CFR Part 23.

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2. The concessionaire or contractor agrees to include the above statements in any subsequent concession agreement or contract covered by 49 CFR Part 23, that it enters and cause those businesses to similarly include the statements in further agreements.


II. PROGRAM GOALS
The City has established, and the Federal Aviation Administration has approved, aspirational goals for ACDBE participation in its airport concessions program as required by Part 23, Subpart D. Generally, ACDBE participation in airport concessions is measured as a percentage of annual gross receipts earned by the concessions. Details on counting ACDBE participation are found in 49 CFR §§ 23.53 (rental car concessions) and 23.55 (non-rental car concessions) and described further below.
The below aspirational goals are for the City's concessions program as a whole. With respect to this Agreement, the City may or may not have established a contract-specific ACDBE aspirational goal at the time that the City issued the Request for Proposals for the concession ("RFP"). Ifthe RFP included a contract-specific goal, Tenant's proposal either included participation by ACDBE(s) that met or exceeded the contract-specific goal or Concessionaire demonstrated "good faith efforts" to meet that contract-specific goal but was unable to do so. Guidance on "good faith efforts" can be found in Appendix A to 49 C.F.R. Part 26. Appendix A as it appears on the date of the Agreement is incorporated in Section VI.A. of these Special Conditions, but Concessionaire is responsible for compliance with federal regulations as they may be amended from time to time.
All Concessions Except Rental Cars.

O'Hare International Airport: The City has determined that the appropriate aspirational goal for ACDBE participation in non-rental car concessions is 30%. Historical data regarding ACDBE participation at the City's airports indicates that this aspirational goal should consist of a race-neutral goal of 7% and a race-conscious goal of 23%.
Midway International Airport: The City has determined that the appropriate aspirational goal for ACDBE participation in non-rental car concessions is 37%. Historical data regarding ACDBE participation at the City's airports indicates that this aspirational goal should consist of a race-neutral goal of 5.5% and a race-conscious goal of 31.5%.
Rental Car Concessions. Due to the lack of ACDBE rental car companies, the national or regional nature of rental car industry procurement practices and a general lack of reliable historical data, the City has determined that the aspirational goal for ACDBE participation in rental car concessions at both airports is 2.4%. Nevertheless, rental car concessionaires are encouraged to use all reasonable efforts to maximize procurement of goods and services from ACDBEs that may be certified in the Illinois UCP or the UCPs of other states.

In 2012, the Rent-A-Car Concessions Voluntary M/W/DBE Program ("RAC Program")

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was approved by City Council of Chicago, Illinois, as part of an amendment to the rental car concession license agreements at Chicago O'Hare and Midway International Airports. (Coun. J. 12-12-2012, p. 43891.) As part of the program, the on-airport rental car companies ("RACs") will use good faith efforts to expand contracting opportunities for businesses owned by minorities, women and/or disadvantaged persons in connection with "non-fleet expenditures" attributable to the On-Airport RACs operations at the Airports. The RACs agree that for fiscal year 2017 and thereafter, the goal of their outreach efforts will be to achieve, at a minimum, 30% of non-fleet expenditures with businesses owned by M/W/DBEs that are either certified or not certified but are owned by minority, women and/or disadvantaged persons.


III. CONCESSIONAIRE'S ACDBE COMMITMENT
INITIAL ACDBE COMMITMENT
The extent and nature of the ACDBE participation commitment by Concessionaire is documented in Schedules B, C and\or D attached to these Special Conditions ("ACDBE Commitment"). As used these Special Conditions and in Schedules B, C and D, "Concessionaire" means the entity with whom the City has entered into a concession agreement, whether that entity is referred to in that agreement as "Tenant," "Licensee" or other term.
The total ACDBE Commitment, stated as a percentage of the concessions gross revenues, must equal or exceed the percentage ACDBE participation required in the Agreement. Ifthe Agreement indicates that there is no ACDBE participation requirement, it will be conclusive evidence that either (a) the RFP contained no contract-specific goal and Concessionaire did not propose any ACDBE participation or (b) the Concessionaire demonstrated, to the satisfaction of the City, that it exerted good faith efforts to obtain ACDBE participation to meet a contract-specific goal but was unable to obtain such participation. In either such event, there will be no Schedule B, C or D attached to these Special Conditions.
If there is ACDBE participation in the form of a joint venture member, the attached Schedule B sets forth the essential terms of that joint venture participation, including a representation as to the value of the ACDBE's activities in operating the concession as a percentage of gross revenues, and a copy of the joint venture agreement is attached to Schedule B. If there is ACDBE participation is in the form of ACDBE(s) acting as sublicensee(s), subtenant(s) or subcontractor(s), it is documented in Schedules C and D. Schedule(s) C is the commitment by the ACDBE(s) to participate by providing the goods or services indicated, and Schedule D is the commitment by the non-ACDBE to such participation by the ACDBE(s).
CHANGES IN ACDBE PARTICIPATION
Pursuant to 49 CFR 23.25 and 49 CFR 26.53, Concessionaire must not make arbitrary changes to its ACDBE Commitment. Further, after entering into a joint venture agreement, sublicense or subcontract (collectively, "ACDBE agreement") with each approved ACDBE, Concessionaire must not terminate the ACDBE agreement, reduce the scope of the ACDBE's participation in the

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concession, nor decrease the compensation to the ACDBE, as applicable, without in each instance receiving the prior written consent of the City. The City will not consent unless Concessionaire shows good cause. Concessionaire must promptly notify the Commissioner of any proposed change in an ACDBE agreement and submit a copy of the proposed amendment to the ACDBE agreement. Prior to requesting consent from the City to terminate or substitute an ACDBE, Concessionaire must give notice to the ACDBE, with a copy to the City, providing the ACDBE an opportunity to respond.
In any event, the collective participation of the previously approved ACDBE(s) must either continue to contribute to the concession at least the value ofthe ACDBE Commitment, as stated in terms of a percentage of gross revenues, or substitute or additional ACDBE(s) must be retained by Concessionaire pursuant to (D) below to maintain the ACDBE Commitment, except as provided ;n (C) below. Failure t^ comply with the ACDBE Commitment is an event of default under the Agreement. If the proposed change in ACDBE participation is approved by the City, Concessionaire and ACDBE(s) must complete revised Schedules B, C or D, as applicable.
These notice and consent requirements apply both pre- and post- award of the Agreement. Note that changes to a joint venture Concessionaire prior to award may result in rejection ofthe proposal if the City determines, in the sole discretion of the Commissioner, that those changes affect Concessionaire's qualifications.
C. INVOLUNTARY CHANGES IN ACDBE PARTICIPATION
In the event that it appears that Concessionaire will not comply with its ACDBE Commitment because: (i) an ACDBE has defaulted in its performance under the ACDBE agreement through no fault of Concessionaire, (ii) an ACDBE is decertified by the Illinois UCP through no fault of Concessionaire and the ACDBE's participation can no longer be counted, (iii) the ACDBE's certified area of specialty has been changed through no fault of Concessionaire and the ACDBE's participation can no longer be counted, or (iv) an ACDBE is otherwise unable or unwilling to perform its obligations through no fault of Concessionaire, then Concessionaire must promptly notify the ACDBE with a copy to the City, of its intent to terminate or substitute the ACDBEs participation and provide the ACDBE with a minimum of five days to respond, unless the City grants permission for a shorter response period as a matter of public necessity (i.e. safety). Concessionaire requests to the City for permission to terminate or substitute an ACDBE must specify one or more of the foregoing reasons as the cause for potential non­compliance with the ACDBE Commitment. If the City concurs with the specified reason, Concessionaire shall use good faith efforts as described in Section VI below to replace the ACDBE's participation with participation by another ACDBE. As provided in Section VI, Concessionaire must demonstrate those good faith efforts to the satisfaction of the Commissioner. Failure to comply with the foregoing shall be an event of default under the Agreement,
Concessionaire's position in these cases must be fully explained and supported with adequate documentation. Stated reasons which will NOT be acceptable include: A replacement firm has been recruited to perform the same function under terms more advantageous to the Concessionaire; issues about performance by the committed ACDBE were disputed (unless every reasonable effort has already been taken to have the issues resolved or mediated

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satisfactorily); and an ACDBE has requested reasonable price escalation which may be justified due to unforeseen circumstances.
ACDBE SUBSTITUTION AND ADDITIONAL ACDBEs
If Concessionaire identifies a substitute, replacement or additional ACDBE for the City's approval, Concessionaire's request for approval shall include the name, address, and principal official of the proposed ACDBE; the nature and essential terms of the ACDBE agreement under which the ACDBE will participate; and a letter of intent signed by Concessionaire and the ACDBE to enter into such an ACDBE agreement upon approval by the City. Concessionaire must provide such other affidavits and documents as the City may request to evaluate the request. The City will evaluate and respond to the submitted documentation within fifteen working days after the submittal of a complete request. The response mc.y be in the form of approving the request, requiring more information, or requiring an interview.
Actual use of a substitute, replacement or additional ACDBE should not be made by Concessionaire before City approval is given. An ACDBE agreement between Concessionaire and the ACDBE must be executed within the time specified by, the City, and a fully executed copy of the ACDBE agreement must be submitted immediately to the City.
AGREEMENT EXTENSIONS, ASSIGNMENTS AND SUBLEASES
If the Agreement contains a term extension or if the Concessionaire proposes an assignment or sublease of the Agreement, as a condition precedent to the City's consent to such extension, assignment or sublease, the City and Concessionaire will revisit and possibly adjust the Concessionaire's ACDBE Commitment to reflect any possible change in ACDBE availability and to ensure compliance with Part 23 as it may have been amended in the interim. Concessionaire will be required to provide amended Schedules D, B, or C, along with amended ACDBE agreements, to reflect any required changes to the ACDBE Commitment or provide documentation of good faith efforts to achieve increased ACDBE participation.
IV. COUNTING ACDBE PARTICIPATION
A. CONCESSIONS OTHER THAN RENTAL CAR
In order for participation in the concession to be counted and reported to the FAA, ACDBEs must perform a commercially useful function, as defined in 49 CFR § 23.55(a). The work performed or gross receipts earned by a firm after its ACDBE eligibility has been removed are not counted, except as provided in 49 CFR § 23.55(j). Costs incurred in connection with the renovation, repair, or construction of a concession facility (sometimes referred to as the "buildout") are not counted (but may be subject to goals for M/WBE or other types of participation under a local program as specified by the City). Otherwise, ACDBE participation in non-rental car concessions is counted in accordance with 49 CFR § 23.55 as follows:
1. Concessionaire is an ACDBE. When Concessionaire is an ACDBE or a joint venture consisting only of ACDBEs, the gross receipts earned by Concessionaire are counted. Gross receipts attributable to a non-ACDBE sublicensee of Concessionaire are not


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counted.
Separate locations. When an ACDBE performs as a sublicensee to Concessionaire with its own concession location or when Concessionaire is a joint venture which includes a non-ACDBE and in which an ACDBE operates its own separate location, the gross receipts earned by the ACDBE at its separate location are counted. The ACDBE location must be independently operated by the ACDBE as evidenced by the ACDBE's responsibility for all aspects of the management and operation of the location. Gross receipts attributable to a non-ACDBE sublicensee of the ACDBE are not counted.
Joint venture, no separate locations. When Concessionaire is a joint venture with an ACDBE participant and the ACDBE jointly participates with a non-ACDBE in the operation of all locations, only the portion ofthe Concessionaire's gross receipts att-ibutable to the distinct, clearly defined portion of the work ofthe concession that the ACDBE performs with its own forces is counted. When the City has reason to doubt the extent of an ACDBE joint venturer's commercially useful contribution towards the concessionaire's gross receipts, the City may require Concessionaire to submit evidence to substantiate the value of the ACDBE's contribution. If the Concessionaire fails to submit satisfactory evidence, it is an event of default under the Agreement.
Subcontractor participation. When an ACDBE provides, as a subcontractor to Concessionaire, goods or services for operation of the concession, the amounts paid to the ACDBE are counted as provided below. However, if the ACDBE enters into a subcontract with a non-ACDBE to provide the goods or services, the amounts paid to the non-ACDBE are not counted.

The entire amount of fees or commissions charged by an ACDBE firm for a bona fide service, provided that the City determines this amount to be reasonable and not excessive as compared with fees customarily paid for similar services. Such services may include, but are not limited to, professional, technical, consultant, legal, security systems, advertising, building cleaning and maintenance, computer programming, or managerial.
The entire amount of the cost of goods obtained from an ACDBE manufacturer, as provided in 49 CFR § 23.55(f).
The entire amount of the cost of goods purchased or leased from a ACDBE regular dealer, as provided in 49 CFR § 23.55(g).
For goods purchased from an ACDBE which is neither a manufacturer nor a regular dealer, the amount of reasonable fees, commissions, or delivery charges earned by the ACDBE, as provided in 49 CFR § 23.55(h).
B. RENTAL CAR CONCESSIONS
If Concessionaire is a rental car company, ACDBE participation counts in accordance with the provisions of 49 CFR §23.53. Goods and services will be counted in accordance with the following:
1. The entire amount of the cost charged by an ACDBE for repairing vehicles, provided that it is reasonable and not excessive as compared with fees customarily allowed for similar


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services; and further provided that any portion of a fee paid by a manufacturer to an ACDBE car dealership for reimbursement of work performed under the manufacturer's warranty is excluded;
The entire amount of the fee or commission charged by an ACDBE to manage a car rental concession under an agreement with the Concessionaire, provided that it is reasonable and not excessive as compared with fees customarily allowed for similar services.
For other goods and services, ACDBE participation counts as provided in 49 CFR §26.55 and §23.55. In the event of any conflict between these two sections, §23.55 controls.
If a rental car company has a national or regional contract with an ACDBE, it may count a pro-rated share of the amount of that contract toward the goals of each airport covered by the contract as provided in §23.55(f).
Rental car companies may also count ACDBE direct participation through direct ownership arrangements, but such arrangements are not required.
V. CERTIFICATION, RECORDS, REPORTS AND MONITORING
CERTIFICATION
Copies of letters of certification from a member of the Illinois UCP for each ACDBE that is part of Concessionaire's ACDBE Commitment are attached to their respective Schedule C or Schedule B. All letters of certification issued by the City of Chicago include a statement of the ACDBE firm's area of specialization.
Each ACDBE must promptly notify Concessionaire if there is any change in the ACDBE's certification status. Concessionaire, in turn, must notify Commissioner of any change in an ACDBE's certification status and provide a copy of any correspondence from the certifying agency regarding the status of an ACDBE's certification.
The ACDBE's scope of work, as detailed by Schedule B, C or D, must conform to its stated area of specialization. If, during the course of this Agreement, Concessionaire proposes to amend Schedules B, C or D so that an ACDBE performs additional work or supplies additional goods, materials or services not covered by its area of certification, the ACDBE must request an extension of its certification for such work, goods, materials or services in order to count toward the ACDBE's participation in the concession. The request to expand the scope of the ACDBE's certification, together with all documentation required by the City to process that request, must be received by the City at least 60 days in advance of the proposed date to perform such additional work or supply such additional goods, materials or services.
RECORDKEEPING
The Concessionaire must maintain records of all relevant data with respect to the utilization of ACDBEs, retaining these records for a period of at least three years after termination or expiration of the Agreement. Concessionaire grants full access to these records to the City of Chicago, Federal or State authorities, the U.S. Department of Justice, or their duly authorized


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representatives.
REPORTING
Concessionaire must file ACDBE utilization reports (monthly if non-rental car and quarterly if rental car), together with its concession license fee payment, delineating for the month or quarter, as applicable, and cumulatively for the year-to-date: (i) contribution by ACDBE joint venture member(s) or sublicensee(s) to Concessionaire's gross receipts and (ii) payments to ACDBE subcontractor(s). Each ACDBE utilization report must be signed by an authorized officer or representative of the Concessionaire and be notarized.
MONITORING
The City will, from time to time during the term of the Agreement, conduct investigations and interviews to monitor and verify that ACDBE participation in the concession meets or exceeds the ACDBE Commitment. Concessionaire must give, upon request, earnest and prompt cooperation to the City in submitting to inspections and interviews, in allowing entry to places of business, in providing further documentation, and in requiring the cooperation of its ACDBEs.
If the City determines that an ACDBE's actual role or responsibilities do not comply with the representations made by Concessionaire and the ACDBE in Schedules B, C or D, or that Concessionaire and/or ACDBE have misrepresented to the City either the payments to the ACDBE or the value of the ACDBE's participation in a joint venture, it shall be an event of default under the Agreement.
VI. GOOD FAITH EFFORTS
A. EXAMPLES
Examples of "good faith efforts" are described below and in 49 CFR § 23.25, 49 CFR §26.53, and Appendix A to 49 CFR Part 26. As provided in § 23.25, §26.53 and Appendix A to 49 C.F.R. Part 26, the following are examples of documented actions that the City may take into consideration in determining whether Concessionaire made good faith efforts:
Soliciting through all reasonable and available means (e.g., advertising and/or written notices) the interest of all certified ACDBEs who have the capability to perform work or services or to supply goods relevant to the concession. Concessionaire must solicit this interest within sufficient time to allow the ACDBEs to respond to the solicitation. Concessionaire must determine with certainty if the ACDBEs are interested by taking appropriate steps to follow up initial solicitations.
Soliciting the work, services or goods in portions that increase the likelihood that an ACDBE can perform the work or services or provide the goods. This includes, when appropriate, breaking out contract items into economically feasible units to facilitate ACDBE participation, even when the concessionaire might otherwise prefer to perform these work items with its own forces.
Providing interested ACDBEs with adequate information about the operations, management and requirements of the concession in a timely manner to assist them in


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responding to a solicitation.
Negotiating in good faith with interested ACDBEs. Evidence of such negotiation includes the names, addresses and telephone numbers of ACDBEs that were considered; a description of the information provided regarding the opportunities selected for possible ACDBE participation; and evidence as to why agreement could not be reached for ACDBEs to perform the work.
NOTE: A concessionaire using good business judgment would consider a number of factors in negotiating with potential business partners or subcontractors, including ACDBEs, and would take a firm's price and capabilities as well as contract goals into consideration. However, the fact that there may be some additional costs involved in finding and using ACDBEs is not in itself sufficient reason for a failure to meet the ACDBE Commitment, as long as such costs are reasonable. Concessionaires are not, however, required to accept higher quotes from ACDBEs if the price difference in comparison to non-ACDBEs is excessive or unreasonable.
Not rejecting ACDBEs as being unqualified without sound reasons based on a thorough investigation of their capabilities. The ACDBE's standing within its industry, membership in specific groups, organization or associations and political or social affiliation (for example union vs. non-union employee status) are not legitimate causes for rejection.
Making efforts to assist interested ACDBEs in obtaining bonding, lines of credit or insurance as required by the City or Concessionaire.
Making efforts to assist interested ACDBEs in obtaining necessary equipment, supplies, materials, or related assistance or services.
Effectively using the services of available minority/women community organizations and contractors' groups; local, state and federal minority/women business assistance offices; and other organizations as allowed on a case-by-case basis to provide assistance in the recruitment and placement of ACDBEs.
B. DOCUMENTATION
Whenever Concessionaire is required to demonstrate good faith efforts by Part 23 or these Special Conditions, Concessionaire must provide supporting documentation to the satisfaction of the Commissioner. This means documentation to show that Concessionaire took all necessary and reasonable steps which by their scope, intensity and appropriateness to the objective, could reasonably be expected to obtain compliance, even if not fully successful. The following types of documentation, as applicable to the situation, will be considered by the City in determining whether Concessionaire has made good faith efforts:
1. A listing of all ACDBE firms that were contacted that includes:
names, address and telephone numbers of ACDBE firms contacted;
date and time of contact;
method of contact (written, telephone, transmittal of facsimile documents, etc.);
name of the person contacted.



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Copies of letters or any other evidence of mailing that substantiates outreach to ACDBE vendors that include:

concession identification and location;
descriptions/classification/commodity of work, services or goods for which quotations were sought; and
date, time and location for submittal of bids or proposals.
Detailed statement which summarizes direct negotiations with appropriate ACDBE firms and indicates why negotiations were unsuccessful.
Affirmation that good faith efforts have been demonstrated by choosing opportunities likely to be performed by ACDBEs by not imposing any limiting conditions which were not mandatory for all potential bidders\proposers; or denying the benefits ordinarily conferred for the type of opportunity that was solicited.
Copies of proposed portions of the work, services or goods to be performed or provided by ACDBEs in order to increase the likelihood of ACDBE participation.
Evidence that Concessionaire negotiated in good faith with interested ACDBEs.
Evidence that Concessionaire did not reject ACDBEs as being unqualified without sound reasons based on a thorough investigation of their capabilities.
Evidence that Concessionaire made efforts to assist interested ACDBEs in obtaining bonding, lines of credit or insurance, as required by the City or the concessionaire.
Evidence that Concessionaire made efforts to assist interested ACDBEs in obtaining necessary equipment, supplies, materials or related assistance or services.
Evidence that Concessionaire has provided timely notice ofthe opportunity to at least 50 percent of the applicable ACDBEs listed in the Illinois UCP Directory. The City may contact the ACDBEs identified by Concessionaire for verification of such notification.
Evidence that ACDBE participation is excessively costly. In order to establish that a ACDBE's quote is excessively costly, Concessionaire must provide the following information:
A detailed statement of the opportunity identified for ACDBE participation for which Concessionaire asserts the ACDBE quote(s) were excessively costly.
A listing of all potential business partners or subcontractors contacted for a quotation on that opportunity.
Prices quoted by all such potential business partners or subcontractors for that opportunity.
Other documentation that demonstrates to the satisfaction of the City that the ACDBE quotes are excessively costly.
C. ADMINISTRATIVE RECONSIDERATION
1. For the purposes of this Agreement, the City has delegated the responsibility for making

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the determination regarding a Concessionaire's good faith efforts to the Department of Aviation. The determination shall be based upon the Department's review of the documentation that the Concessionaire has timely submitted. Within five days of being informed by the Department that Concessionaire has not documented sufficient good faith efforts, Concessionaire may request administrative reconsideration. The request must be made in writing to the following official:

City of Chicago Department of Aviation 10510 West Zemke Road Chicago, Illinois 60666 Attention: Commissioner
NOTE: The Commissioner may not have played any role in the original determination that the Concessionaire did not make or timely document sufficient good faith efforts. The Commissioner may appoint a reconsideration officer, who did not play any role in the original determination, to act in his or her stead.
with copies to:
City of Chicago
Department of Procurement Services
City Hall, Room 806
121 N. LaSalle Street
Chicago, Illinois 60602
Attention: Chief Procurement Officer
City of Chicago Department of Aviation 10510 West Zemke Road Chicago, Illinois 60666
Attention: Deputy Commissioner for Concessions
City of Chicago
Department of Law
30 North LaSalle Street, Room 1400
Chicago, Illinois 60602
Attention: Deputy Corporation Counsel, Aviation
2. As part of this reconsideration, the Concessionaire will have the opportunity to provide written documentation or argument concerning the issue of whether it made adequate good faith efforts. The Concessionaire will have the opportunity to meet in person with the reconsideration officer to discuss whether it did so. The Department will send the Concessionaire a written decision on reconsideration, explaining the basis for finding that the Concessionaire did or did not make adequate good faith efforts.
VH. NON-COMPLIANCE AND DAMAGES


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A. NON-COMPLIANCE GENERALLY
Concessionaire's failure to comply with these Special Conditions constitutes a material breach of the Agreement and entitles the City to declare an event of default. If Concessionaire fails to cure the default within the time allowed under the default provisions of the Agreement, the City may exercise those remedies provided for in the Agreement, at law or in equity, including termination of the Agreement. In addition to any remedies specified in the Agreement, at the City's option the term of this Agreement will become month-to-month until the City locates a new Concessionaire. At the City's option, any improvements added by Concessionaire must remain for the new tenant at no cost to the City or the new tenant.
B. NON-COMPLIANCE WITH ACDBE AGREEMENT
If Concessionaire has not complied with the requirements of an ACDBE agreement, the affected ACDBE may seek to recover from Concessionaire damages suffered by the ACDBEs as a result of such non-compliance. Such disputes may impact the quality of concessions at the City's airports and/or the ability of other airport tenants to solicit ACDBE participation. Therefore, Concessionaire consents to have any disputes between Concessionaire and affected ACDBEs resolved by binding arbitration before an independent arbitrator other than the City, with reasonable expenses, including attorneys' fees, being recoverable by the prevailing party in accordance with any applicable regulations. This provision is intended for the benefit of all ACDBEs affected by Concessionaire's failure to comply with ACDBE agreements and grants ACDBEs specific third-party beneficiary rights. In cases deemed appropriate by the City, a dispute may lead to the withholding of sums that the City may owe Concessionaire until the City receives a copy of the final arbitration decision, but in no event will Concessionaire be excused from making any payments due to the City during the pendency of a dispute. Noncompliance or non-cooperation with the City may affect continued eligibility to enter into future contracting arrangements with the City.

















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EXHIBIT 8
MBE/WBE SPECIAL CONDITIONS AND RELATED FORMS
SPECIAL CONDITIONS REGARDING MINORITY OWNED BUSINESS ENTERPRISE COMMITMENT AND WOMEN OWNED BUSINESS ENTERPRISE COMMITMENT IN CONSTRUCTION
CONTRACTS

I. Policy and Terms
As set forth in 2-92-650 er seq. of the Municipal Code of Chicago (MCC) it is the policy of the City of Chicago that businesses certified as Minority Owned Business Enterprises (MBEs) and Women Owned Business Enterprises (WBEs) in accordance with Section 2-92-420 et seq. of the MCC and Regulations Governing Certification of Minority and Women-owned Businesses, and all other Regulations promulgated under the aforementioned sections of the Municipal Code, shall have full and fair opportunities to participate fully in the performance of this contract. Therefore, bidders shall not discriminate against any person or business on the basis of race, color, national origin, or sex, and shall take affirmative actions to ensure that MBEs and WBEs shall have full and fair opportunities to compete for and perform subcontracts for supplies or services.
Failure to carry out the commitments and policies set forth herein shall constitute a material breach of the contract and may result in the termination of the contract or such remedy as the City of Chicago deems appropriate.

Under the City's MBE/WBE Construction Program as set forth in MCC 2-92-650 et seq, the program-wide aspirational goals are 26% Minority Owned Business Enterprise participation and 6% Women Owned Business Enterprise participation. The City has set goals of 26% and 6% on all contracts in line with its overall aspirational goals, unless otherwise specified herein, and is requiring that bidders make a good faith effort in meeting or exceeding these goals.
Contract Specific Goals and Bids
A bid may be rejected as non-responsive if it fails to submit one or more of the following with its bid demonstrating its good faith efforts to meet the Contract Specific Goals by reaching out to MBEs and WBEs to perform work on the contract:
An MBEA/VBE compliance plan demonstrating how the bidder plans to meet the Contract Specific Goals (Schedule D); and/or
Documentation of Good Faith Efforts (Schedule H).
If a bidder's compliance plan falls short of the Contract Specific Goals, the bidder must include either a Schedule H demonstrating that it has made Good Faith Efforts to find MBE and WBE firms to participate or a request for a reduction or waiver of the goals.

Accordingly, the bidder or contractor commits to make good faith efforts to expend at least the following percentages of the total contract price (inclusive of any and all modifications and amendments), if awarded the contract:

MBE Contract Specific Goal: 26% WBE Contract Specific Goal: 6%
This Contract Specific Goal provision shall supersede any conflicting language or provisions that may be contained in this document.



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For purposes of evaluating the bidder's responsiveness, the MBE and WBE Contract Specific Goals shall be percentages of the bidder's total base bid. However, the MBE and WBE Contract Specific Goals shall apply to the total value of this contract, including all amendments and modifications.
Contract Specific Goals and Contract Modifications
The MBE and WBE Contract Specific Goals established at the time of contract bid shall also apply to any modifications to the Contract after award. That is, any additional work and/or money added to the Contract must also adhere to these Special Conditions requiring Contractor to (sub)contract with MBEs and WBEs to meet the Contract Specific Goals.

Contractor must assist the Construction Manager or user Department in preparing its "proposed contract modification" by evaluating the subject matter of the modification and determining whether there are opportunities for MBE or WBE participation aM at what rates.
Contractor must produce a statement listing the MBEs/WBEs that will be utilized on any contract modification. The statement must include the percentage of utilization of the firms. If no MBE/WBE participation is available, an explanation of good faith efforts to obtain participation must be included.
The Chief Procurement Officer shall review each proposed contract modification and amendment that by itself or aggregated with previous modification/amendment requests, increases the contract value by ten percent (10%) of the initial award, or $50,000, whichever is less, for opportunities to increase the participation of MBEs or WBEs already involved in the Contract.

II. Definitions
"Area of Specialty" means the description of a MBE's or WBE's activity that has been determined by the Chief Procurement Officer to be most reflective of the firm's claimed specialty or expertise. Each MBE and WBE letter of certification contains a description of the firm's Area of Specialty. Credit toward the Contract Specific Goals shall be limited to the participation of firms performing within their Area of Specialty. The Department of Procurement Services does not make any representation concerning the ability of any MBE or WBE to perform work within its Area of Specialty. It is the responsibility of the bidder or contractor to determine the capability and capacity of MBEs and WBEs to perform the work proposed.
"B.E.P.D." means an entity certified as a Business enterprise owned or operated by people with disabilities as defined in MCC 2-92-586.

"Broker" means a person or entity that fills orders by purchasing or receiving supplies from a third party supplier rather than out of its own existing inventory and provides no commercially useful function other than acting as a conduit between his or her supplier and his or her customer.

"Chief Procurement Officer" or "CPO" means the chief procurement officer of the City of Chicago or his or her designee.
"Commercially Useful Function" means responsibility for the execution of a distinct element of the work ofthe contract, which is carried out by actually performing, managing, and supervising the work involved, evidencing the responsibilities and risks of a business owner such as


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negotiating the terms of (sub)contracts, taking on a financial risk commensurate with the contract or its subcontract, responsibility for acquiring the appropriate lines of credit and/or loans, or fulfilling responsibilities as a joint venture partner as described in the joint venture agreement.
"Construction Contract" means a contract, purchase order or agreement (other than lease of real property) for the construction, repair, or improvement of any building, bridge, roadway, sidewalk, alley, railroad or other structure or infrastructure, awarded by any officer or agency of the City, other than the City Council, and whose cost is to be paid from City funds.
"Contract Specific Goals" means the subcontracting goals for MBE and WBE participation established for a particular contract.
"Contractor" means any person or business entity that has entered into a construction contract with the City, and includes all partners, affiliates and joint ventures of such person or entity.
"Direct Participation" the value of payments made to MBE or WBE firms for work that is done in their Area of Specialty directly related to the performance of the subject matter of the Construction Contract will count as Direct Participation toward the Contract Specific Goals.
"Directory" means the Directory of Minority Business MBEs and WBEs maintained and published by the Chief Procurement Officer. The Directory identifies firms that have been certified as MBEs and WBEs, and includes the date of their last certifications and the areas of specialty in which they have been certified. Bidders and contractors are responsible for verifying the current certification status of all proposed MBEs and WBEs.

"Executive Director" means the executive director of the Office of Compliance or his or her designee.
"Good Faith Efforts" means actions undertaken by a bidder or contractor to achieve a Contract Specific Goal that, by their scope, intensity, and appropriateness to the objective, can reasonably be expected to fulfill the program's requirements.
"Joint venture" means an association of a MBE or WBE firm and one or more other firms to carry out a single, for-profit business enterprise, for which each joint venture partner contributes property, capital, efforts, skills and knowledge, and in which the MBE or WBE is responsible for a distinct, clearly defined portion of the work of the contract and whose share in the capital contribution, control, management, risks, and profits of the joint venture are commensurate with its ownership interest.

"Minority Business Enterprise" or "MBE" means a firm certified as a minority-owned business enterprise in accordance with City Ordinances and Regulations.

"Supplier" or "Distributor" refers to a company that owns, operates, or maintains a store, warehouse or other establishment in which materials, supplies, articles or equipment are bought, kept in stock and regularly sold or leased to the public in the usual course of business. A regular distributor or supplier is a firm that owns, operates, or maintains a store, warehouse, or other establishment in which the materials or supplies required for performance of the Contract are bought, kept in stock, and regularly sold to the public in the usual course of business. To be a regular distributor the firm must engage in, as its principal business and in its own name, the purchase and sale of the products in question. A regular distributor in such bulk


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items as steel, cement, gravel, stone, and petroleum products need not keep such products in stock if it owns or operates distribution equipment.


"Women Business Enterprise" or "WBE" means a firm certified as a women-owned business enterprise in accordance with City Ordinances and Regulations.
III. Joint Ventures
The formation of joint ventures to provide MBEs and WBEs with capacity and experience at the prime contracting level, and thereby meet Contract Specific Goals (in whole or in part) is encouraged. A joint venture may consist of any combination of MBEs, WBEs, and non-certified firms as long as one member is an MBE or WBE.
The joint venture may be eligible for credit towards the Contract Specific Goals only if:

The MBE or WBE joint venture partner's share in the capital contribution, control, management, risks and profits of the joint venture is equal to its ownership interest;
The MBE or WBE joint venture partner is responsible for a distinct, clearly defined portion of the requirements of the contract for which it is at risk;
Each joint venture partner executes the bid to the City; and
The joint venture partners have entered into a written agreement specifying the terms and conditions of the relationship between the partners and their relationship and responsibilities to the contract, and all such terms and conditions are in accordance with the conditions set forth in Items 1, 2, and 3 above in this Paragraph A.
The Chief Procurement Officer shall evaluate the proposed joint venture agreement, the Schedule B submitted on behalf of the proposed joint venture, and all related documents to determine whether these requirements have been satisfied. The Chief Procurement Officer shall also consider the record of the joint venture partners on other City of Chicago contracts. The decision of the Chief Procurement Officer regarding the eligibility of the joint venture for credit towards meeting the Contract Specific Goals, and the portion of those goals met by the joint venture, shall be final.
The joint venture may receive MBE or WBE credit for work performed by the MBE or WBE joint venture partner(s) equal to the value of work performed by the MBE or WBE with its own forces for a distinct, clearly defined portion of the work.
Additionally, if employees of the joint venture entity itself (as opposed to employees of the MBE or WBE partner) perform the work then the value of the work may be counted toward the Contract Specific Goals at a rate equal to the MBE or WBE firm's percentage of participation in the joint venture as described in Schedule B.
The Chief Procurement Officer may also count the dollar value of work subcontracted to other MBEs and WBEs. Work performed by the forces of a non-certified joint venture partner shall not be counted toward the Contract Specific Goals.
Schedule B: MBEA/VBE Affidavit of Joint Venture


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Where the bidder's Compliance Plan includes the participation of any MBE or WBE as a joint venture partner, the bidder must submit with its bid a Schedule B and the proposed joint venture agreement. These documents must both clearly evidence that the MBE or WBE joint venture partner(s) will be responsible for a clearly defined portion of the work to be performed, and that the MBE's or WBE's responsibilities and risks are proportionate to its ownership percentage. The proposed joint venture agreement must include specific details related to:
The parties' contributions of capital, personnel, and equipment and share ofthe costs of insurance and bonding;
Work items to be performed by the MBE'Ds or WBE'Ds own forces and/or work to be performed by employees of the newly formed joint venture entity;
3. Work items to be performed under the supervision of the MBE or WBE joint venture
partner; and
4. The MBE's or WBE's commitment of management, supervisory, and operative
personnel to the performance of the contract.
NOTE: Vague, general descriptions of the responsibilities of the MBE or WBE joint venture partner do not provide any basis for awarding credit. For example, descriptions such as "participate in the budgeting process," "assist with hiring," or "work with managers to improve customer service" do not identify distinct, clearly defined portions of the work. Roles assigned should require activities that are performed on a regular, recurring basis rather than as needed. The roles must also be pertinent to the nature of the business for which credit is being sought. For instance, if the scope of work required by the City entails the delivery of goods or services to various sites in the City, stating that the MBE or WBE joint venture partner will be responsible for the performance of all routine maintenance and all repairs required to the vehicles used to deliver such goods or services is pertinent to the nature ofthe business for which credit is being sought.
IV. Counting MBE and WBE Participation Towards the Contract Specific Goals

Refer to this section when preparing the MBE/WBE compliance plan and completing Schedule D-1 for guidance on what value of the participation by MBEs and WBEs will be counted toward the stated Contract Specific Goals. The "Percent Amount of Participation" depends on whether and with whom a MBE or WBE subcontracts out any portion of its work and other factors.
Firms that are certified as both MBE and WBE may only be listed on a bidder's compliance plan as either a MBE or a WBE to demonstrate compliance with the Contract Specific Goals. For example, a firm certified as both a MBE and a WBE may only listed on the bidder's compliance plan under one of the categories, but not both. Additionally, a firm that is certified as both a MBE and a WBE could not self-perform 100% of a contract, it would have to show good faith efforts to meet the Contract Specific Goals by including in its compliance plan work to be performed by another MBE or WBE firm, depending on which certification that dual-certified firm chooses to count itself as.

A. Only expenditures to firms that perform a Commercially Useful Function as defined above may count toward the Contract Specific Goals.


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The CPO will determine whether a firm is performing a commercially useful function by evaluating the amount of work subcontracted, whether the amount the firm is to be paid under the contract is commensurate with the work it is actually performing and the credit claimed for its performance of the work, industry practices, and other relevant factors.
A MBE or WBE does not perform a commercially useful function if its participation is only required to receive payments in order to obtain the appearance of MBE or WBE participation. The CPO may examine similar commercial transactions, particularly those in which MBEs or WBEs do not participate, to determine whether non MBE and non WBE firms perform the same function in the marketplace to make a determination.

Only the value of the dollars paid to the MBE or WBE firm for work that it performs in its Area of Specialty in which it is certified counts toward the Contract Specific Goals.
Only payments made to MBE and WBE firm? that meet BOTH the Commercially Useful Function and Area of Specialty requirements above will be counted toward the Contract Specific Goals.
If the MBE or WBE performs the work itself:
1. 100% of the value of work actually performed by the MBE's or WBE's own forces shall be counted toward the Contract Specific Goals, including the cost of supplies purchased or equipment leased by the MBE or WBE from third parties or second tier subcontractors in order to perform its (sub)contract with its own forces. 0% of the value of work at the project site that a MBE or WBE subcontracts to a non-certified firm counts toward the Contract Specific Goals
If the MBE or WBE is a manufacturer:
1. 100% of expenditures to a MBE or WBE manufacturer for items needed for the Contract shall be counted toward the Contract Specific Goals. A manufacturer is a firm that operates or maintains a factory or establishment that produces on the premises the materials or supplies obtained by the bidder or contractor.
If the MBE or WBE is a distributor or supplier:
1. 60% of expenditures for materials and supplies purchased from a MBE or WBE that is certified as a regular dealer or supplier shall be counted toward the Contract Specific Goals.
If the MBE or WBE is a broker:

0% of expenditures paid to brokers will be counted toward the Contract Specific Goals.
As defined above, Brokers provide no commercially useful function.
If the MBE or WBE is a member of the joint venture contractor/bidder:

A joint venture may count the portion of the total dollar value of the contract equal to the distinct, clearly defined portion of the work of the contract that the MBE or WBE performs with its own forces toward the Contract Specific Goals.
i. OR if employees of this distinct joint venture entity perform the work then the value of the work may be counted toward the Contract Specific Goals at a rate equal to the MBE or WBE firm's percentage of participation in the joint venture as described in Schedule B.
Note: a joint venture may also count the dollar value of work subcontracted to other MBEs and WBEs, however, work subcontracted out to non-certified firms may not be counted.

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H. If the MBE or WBE subcontracts out any of its work:
100% of the value of the work subcontracted to other MBEs or WBEs performing work in its Area of Specialty may be counted toward the Contract Specific Goals.
0% of the value of work that a MBE or WBE subcontracts to a non-certified firm counts toward the Contract Specific Goals (except for the cost of supplies purchased or equipment leased by the MBE or WBE from third parties or second tier subcontractors in order to perform its (sub)contract with its own forces as allowed by C.1. above).
The fees or commissions charged for providing a bona fide service, such as professional, technical, consulting or managerial services or for providing bonds or insurance or the procurement of essential personnel, facilities, equipment, materials or supplies required for performance of the Contract, may be counted toward the Contract Specific Goals, provided that the fee or commission is determined by the Chief Procurement Officer to be reasonable and not excessive as compared with fees customarily allowed for similar services.
The fees charged for delivery of materials and supplies required on a job site (but not the cost of the materials and supplies themselves) when the hauler, trucker, or delivery service is not also the manufacturer of or a regular dealer in the materials and supplies, provided that the fee is determined by the Chief Procurement Officer to be reasonable and not excessive as compared with fees customarily allowed for similar services.
The fees or commissions charged for providing any bonds or insurance, but not the cost of the premium itself, specifically required for the performance of the Contract, provided that the fee or commission is determined by the Chief Procurement Officer to be reasonable and not excessive as compared with fees customarily allowed for similar services.
V. Procedure to Determine Bid Compliance
The following Schedules and requirements govern the bidder's or contractor's MBEAA/BE proposal:
A. Schedule B: MBEA/VBE Affidavit of Joint Venture
1. Where the bidder's Compliance Plan includes the participation of any MBE or WBE as a joint venture partner, the bidder must submit with its bid a Schedule B and the proposed joint venture agreement. See Section III above for detailed requirements.
B. Schedule C: MBEA/VBE Letter of Intent to Perform as a Subcontractor or Supplier

The bidder must submit the appropriate Schedule C with the bid for each MBE and WBE included on the Schedule D. The City encourages subcontractors to utilize the electronic fillable format Schedule C, which is available at the Department of Procurement Services website, . Suppliers must submit the Schedule C for Suppliers, first tier subcontractors must submit a Schedule C for Subcontractors to the Prime Contractor and second or lower tier subcontractors must submit a Schedule C for second tier Subcontractors. Each Schedule C must accurately detail the work to be performed by the MBE or WBE and the agreed upon rates/prices. Each Schedule C must also include a separate sheet as an attachment on which the MBE or WBE fully describes its proposed scope of work, including a description of the commercially useful function being performed by the MBE or WBE in its Area of Specialty. If a facsimile copy of the Schedule C has been submitted with the bid, an executed



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original Schedule C must be submitted by the bidder for each MBE and WBE included on the Schedule D within five (5) business days after the date of the bid opening.
Schedule D: Compliance Plan Regarding MBE and WBE Utilization
The bidder must submit a Schedule D with the bid. The City encourages bidders to utilize the electronic fillable format Schedule D, which is available at the Department of Procurement Services website, . An approved Compliance Plan is required before a contract may commence.
The Compliance Plan must commit to the utilization of each listed MBE and WBE. The bidder is responsible for calculating the dollar equivalent of the MBE and WBE Contract Specific Goals as percentages of the total base bid. All Compliance Plan commitments must conform to the Schedule Cs.
A bidder or contractor may not modify its Compliance Plan after bid opening except as directed by the Department of Procurement Services to correct minor errors or omissions. Bidders shall not be permitted to add MBEs or WBEs after bid opening to meet the Contract Specific Goals, however, contractors are encouraged to add additional MBEA/VBE vendors to their approved compliance plan during the performance of the contract when additional opportunities for participation are identified. Except in cases where substantial, documented justification is provided, the bidder or contractor shall not reduce the dollar commitment made to any MBE or WBE in order to achieve conformity between the Schedule Cs and Schedule D. All terms and conditions for MBE and WBE participation on the contract must be negotiated and agreed to between the bidder or contractor and the MBE or WBE prior to the submission of the Compliance Plan. If a proposed MBE or WBE ceases to be available after submission of the Compliance Plan, the bidder or contractor must comply with the provisions in Section VII.
Letters of Certification
A copy of each proposed MBE's and WBE's Letter of Certification from the City of Chicago must be submitted with the bid.

A Letters of Certification includes a statement of,the MBE's or WBE's area(s) of specialty. The MBE's or WBE's scope of work as detailed in the Schedule C must conform to its area(s) of specialty. Where a MBE or WBE is proposed to perform work not covered by its Letter of Certification, the MBE or WBE must request the addition of a new area at least 30 calendar days prior to the bid opening.
Schedule F: Report of Subcontractor Solicitations
A Schedule F must be submitted with the bid, documenting all subcontractors and suppliers solicited for participation on the contract by the bidder. Failure to submit the Schedule F may render the bid non-responsive.
Schedule H: Documentation of Good Faith Efforts
1. If a bidder determines that it is unable to meet the Contract Specific Goals, it must document its good faith efforts to do so, including the submission of Attachment C, Log of Contacts.

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If the bidder's Compliance Plan demonstrates that it has not met the Contract Specific Goals in full or in part, the bidder must submit its Schedule H no later than three business days after notification by the Chief Procurement Officer of its status as the apparent lowest bidder. Failure to submit a complete Schedule H will cause the bid to be rejected as non-responsive.
Documentation must include but is not necessarily limited to:

A detailed statement of efforts to identify and select portions of work identified in the bid solicitation for subcontracting to MBEs and WBEs;
A listing of all MBEs and WBEs contacted for the bid solicitation that includes:

Names, addresses, emails and telephone numbers of firms solicited;
Date and time of contact;
Person contacted;
Method of contact (letter, telephone call, facsimile, electronic mail, etc.).
Evidence of contact, including:

Project identification and location;
Classification/commodity of work items for which quotations were sought;
Date, item, and location for acceptance of subcontractor bids;
Detailed statements summarizing direct negotiations with appropriate MBEs and WBEs for specific portions of the work and indicating why agreements were not reached.
Bids received from all subcontractors.
Documentation of bidder or contractor contacts with at least one of the minority and women assistance associations on Attachment A.

Agreements between a bidder or contractor and a MBE or WBE in which the MBE or WBE promises not to provide subcontracting quotations to other bidders or contractors are prohibited.
Prior to award, the bidder agrees to promptly cooperate with the Department of Procurement Services in submitting to interviews, allowing entry to places of business, providing further documentation, or soliciting the cooperation of a proposed MBE or WBE. Failure to cooperate may render the bid non-responsive.

I. If the City determines that the Compliance Plan contains minor errors or omissions, the
bidder or contractor must submit a revised Compliance Plan within five (5) business days
after notification by the City that remedies the minor errors or omissions. Failure to correct
all minor errors or omissions may result in the determination that a bid is non-responsive.

J. No later than three (3) business days after receipt of the executed contract, the contractor must execute a complete subcontract agreement or purchase order with each MBE and WBE listed in the Compliance Plan. No later than eight (8) business days after receipt of the executed contract, the contractor must provide copies of each signed subcontract, purchase order, or other agreement to the Department of Procurement Services.


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VI. Demonstration of Good Faith Efforts
In evaluating the Schedule H to determine whether the bidder or contractor has made good faith efforts, the performance of other bidders or contractors in meeting the goals may be considered.
The Chief Procurement Officer shall consider, at a minimum, the bidder's efforts to:

Solicit through reasonable and available means at least 50% (or at least five when there are more than eleven certified firms in the commodity area) of MBEs and WBEs certified in the anticipated scopes of subcontracting of the contract, as documented by the Schedule H. The bidder or contractor must solicit MBEs and WBEs within seven (7) days prior to the date b'ds .are dii* The bidder or contractor must take appropriate steps to follow up initial solicitations with interested MBEs or WBEs.
Advertise the contract opportunities in media and other venues oriented toward MBEs and WBEs.
Provide interested MBEs or WBEs with adequate information about the plans, specifications, and requirements of the contract, including addenda, in a timely manner to assist them in responding to the solicitation.
Negotiate in good faith with interested MBEs or WBEs that have submitted bids. That there may be some additional costs involved in soliciting and using MBEs and WBEs is not a sufficient reason for a bidder's failure to meet the Contract Specific Goals, as long as such costs are reasonable.
Not reject MBEs or WBEs as being unqualified without sound reasons based on a thorough investigation of their capabilities. The MBE's or WBE's standing within its industry, membership in specific groups, organizations, or associations and political or social affiliations are not legitimate causes for rejecting or not soliciting bids to meet the Contract Specific Goals.
Make a portion of the work available to MBE or WBE subcontractors and suppliers and selecting those portions of the work or material consistent with the available MBE or WBE subcontractors and suppliers, so as to facilitate meeting the Contract Specific Goals.
Make good faith efforts, despite the ability or desire of a bidder or contractor to perform the work of a contract with its own organization. A bidder or contractor who desires to self-perform the work of a contract must demonstrate good faith efforts unless the Contract Specific Goals have been met.
Select portions of the work to be performed by MBEs or WBEs in order to increase the likelihood that the goals will be met. This includes, where appropriate, breaking out contract work items into economically feasible units to facilitate MBE or WBE participation, even when the bidder or contractor might otherwise prefer to perform these work items with its own forces.




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Make efforts to assist interested MBEs or WBEs in obtaining bonding, lines of credit, or insurance as required by the City or bidder or contractor.
Make efforts to assist interested MBEs or WBEs in obtaining necessary equipment, supplies, materials, or related assistance or services; and
Effectively use the services of the City; minority.or women community organizations; minority or women assistance groups; local, state, and federal minority or women business assistance offices; and other organizations to provide assistance in the recruitment and placement of MBEs or WBEs.
C. If the bidder disagrees with the City's determination that it did not make good faith efforts, the bidder may file a protest pursuant to the Department of Procurement Services Solicitation and Contracting Process Protest Procedures within 10 business days of a final adverse decision by the Chief Procurement Officer.
VII. Changes to Compliance Plan
No changes to the Compliance Plan or contractual MBE and WBE commitments or substitution of MBE or WBE subcontractors may be made without the prior written approval of the Chief Procurement Officer. Unauthorized changes or substitutions, including performing the work designated for a subcontractor with the contractor's own forces, shall be a violation of these Special Conditions and a breach of the contract with the City, and may cause termination of the executed Contract for breach, and/or subject the bidder or contractor to contract remedies or other sanctions. The facts supporting the request for changes must not have been known nor reasonably could have been known by the parties prior to entering into the subcontract. Bid shopping is prohibited. The bidder or contractor must negotiate with the subcontractor to resolve the problem. If requested by either party, the Department of Procurement Services shall facilitate such a meeting. Where there has been a mistake or disagreement about the scope of work, the MBE or WBE can be substituted only where an agreement cannot be reached for a reasonable price for the correct scope of work.
Substitutions of a MBE or WBE subcontractor shall be permitted only on the following basis:

Unavailability after receipt of reasonable notice to proceed;
Failure of performance;
Financial incapacity;
Refusal by the subcontractor to honor the bid or proposal price or scope;
Mistake of fact or law about the elements of the scope of work of a solicitation where a reasonable price cannot be agreed;
Failure of the subcontractor to meet insurance, licensing or bonding requirements;
The subcontractor's withdrawal of its bid or proposal; or
De-certification of the subcontractor as a MBE or WBE. (Graduation from the MBEA/VBE program does not constitute de-certification.
If it becomes necessary to substitute a MBE or WBE or otherwise change the Compliance Plan, the procedure will be as follows:




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The bidder or contractor must notify the Chief Procurement Officer in writing of the request to substitute a MBE or WBE or otherwise change the Compliance Plan. The request must state specific reasons for the substitution or change. A letter from the MBE or WBE to be substituted or affected by the change stating that it cannot perform on the contract or that it agrees with the change in its scope of work must be submitted with the request.
The City will approve or deny a request for substitution or other change within 15 business days of receipt of the request.
Where the bidder or contractor has established the basis for the substitution to the satisfaction of the Chief Procurement Officer, it must make good faith efforts to meet the Contract Specific Goal by substituting a MBE or WBE subcontractor. Documentation nf a replacement MBE or WBE, or of good faith efforts, must meet the requirements in sections V and VI. If the MBE or WBE Contract Specific Goal cannot be reached and good faith efforts have been made, as determined by the Chief Procurement Officer, the bidder or contractor may substitute with a non-MBE or non-WBE.
If a bidder or contractor plans to hire a subcontractor for any scope of work that was not previously disclosed in the Compliance Plan, the bidder or contractor must obtain the approval of the Chief Procurement Officer to modify the Compliance Plan and must make good faith efforts to ensure that MBEs or WBEs have a fair opportunity to bid on the new scope of work.
A new subcontract must be executed and submitted to the Chief Procurement Officer within five business days of the bidder's or contractor's receipt of City approval for the substitution or other change.
D. The City shall not be required to approve extra payment for escalated costs incurred by the contractor when a substitution of subcontractors becomes necessary to comply with MBEA/VBE contract requirements.
VIII. Reporting and Record Keeping
During the term of the contract, the contractor and its non-certified subcontractors must submit partial and final waivers of lien from MBE and WBE subcontractors that show the accurate cumulative dollar amount of subcontractor payments made to date. Upon acceptance of the Final Quantities from the City of Chicago, FINAL certified waivers of lien from the MBE and WBE subcontractors must be attached to the contractor's acceptance letter and forwarded to the Department of Procurement Services, Attention: Chief Procurement Officer.
The contractor will be responsible for reporting payments to all subcontractors on a monthly basis in the form of an electronic audit. Upon the first payment issued by the City of Chicago to the contractor for services performed, on the first day of each month and every month thereafter, email and/or fax audit notifications will be sent out to the contractor with instructions to report payments that have been made in the prior month to each MBE and WBE. The reporting of payments to all subcontractors must be entered into the Certification and Compliance Monitoring System (C2), or whatever reporting system is currently in place, on or before the fifteenth (15th) day of each month.


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Once the prime contractor has reported payments made to each MBE and WBE,
including zero dollar amount payments, the MBE and WBE will receive an email and/or
fax notification requesting them to log into the system and confirm payments
received. All monthly confirmations must be reported on or before the 20th day of each month. Contractor and subcontractor reporting to the C2 system must be completed by the 25th of each month or payments may be withheld.

All subcontract agreements between the contractor and MBEA/VBE firms or any first tier non-certified firm and lower tier MBEA/VBE firms must contain language requiring the MBEA/VBE to respond to email and/or fax notifications from the City of Chicago requiring them to report payments received for the prime or the non-certified firm.
Access to tha Certification and Cc.npliance Monitoring System (C2), which is a web based reporting system, can be found at:
C. The Chief Procurement Officer or any party designated by the, Chief Procurement Officer shall have access to the contractor's books and records, including without limitation payroll records, tax returns and records and books of account, to determine the contractor's compliance with its commitment to MBE and WBE participation and the status of any MBE or WBE performing any portion of the contract. This provision shall be in addition to, and not a substitute for, any other provision allowing inspection of the contractor's records by any officer or official of the City for any purpose.


D. The contractor shall maintain records of all relevant data with respect to the utilization of MBEs and WBEs, retaining these records for a period of at least five years after final acceptance of the work. Full access to these records shall be granted to City, federal or state authorities or other authorized persons.
IX. Non-Compliance
Without limitation, the following shall constitute a material breach of this contract and entitle the City to declare a default, terminate the contract, and exercise those remedies provided for in the contract at law or in equity: (1) failure to demonstrate good faith efforts; and (2) disqualification as a MBE or WBE of the contractor or any joint venture partner, subcontractor or supplier if its status as an MBE or WBE was a factor in the award of the contract and such status was misrepresented by the contractor.
Payments due to the contractor may be withheld until corrective action is taken.
Pursuant to 2-92-740, remedies or sanctions may include disqualification from contracting or subcontracting on additional City contracts for up to three years, and the amount of the discrepancy between the amount of the commitment in the Compliance Plan, as such amount may be amended through change orders or otherwise over the term of the contract, and the amount paid to MBEs or WBEs. The consequences provided herein shall be in addition to any other criminal or civil liability to which such entities may be subject.
The contractor shall have the right to protest the final determination of non-compliance and the imposition of any penalty by the Chief Procurement Officer pursuant to 2-92-740

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of the Municipal Code of the City of Chicago, within 15 business days of the final determination.
X. Arbitration
If the City determines that a contractor has not made good faith efforts to fulfill its Compliance Plan, the affected MBE or WBE may recover damages from the contractor.

Disputes between the contractor and the MBE or WBE shall be resolved by binding arbitration before the American Arbitration Association (AAA), with reasonable expenses, including attorney's fees and arbitrator's fees, being recoverable by a prevailing MBE or WBE. Participation in such arbitration is a material provision of the Construction Contract to which these Special Conditions are an Exhibit. This provision is intended for the benefit of any MBE or WBE affected by the contractor's failure to fulfill its Compliance Plan and grants such entity specific third party beneficiary rights. These rights are non-waivable and take precedence over any agreement to the contrary, including but not limited to those contained in a subcontract, suborder, or communicated orally between a contractor and a MBE or WBE. Failure by the Contractor to participate in any such arbitration is a material breach of the Construction Contract.
A MBE or WBE seeking arbitration shall serve written notice upon the contractor and file a demand for arbitration with the AAA in Chicago, IL. The dispute shall be arbitrated in accordance with the Commercial Arbitration Rules of the AAA. All arbitration fees are to be paid pro rata by the parties.
The MBE or WBE must copy the City on the Demand for Arbitration within 10 business days after filing with the AAA. The MBE or WBE must copy the City on the arbitrator's decision within 10 business days of receipt of the decision. Judgment upon the arbitrator's award may be entered in any court of competent jurisdiction.
XI. Equal Employment Opportunity
Compliance with MBE and WBE requirements will not diminish or supplant equal employment opportunity and civil rights provisions as required by law related to bidder or contractor and subcontractor obligations.


















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EXHIBIT 9

ECONOMIC DISCLOSURE STATEMENTS AND AFFIDAVITS
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT and AFFIDAVIT Related to Contract/Amendment/Solicitation EDS #164426

SECTION I - GENERAL INFORMATION
Legal name of the Disclosing Party submitting the EDS:
MAG US Lounge Management LLC Enter d/b/a if applicable:
The Disclosing Party submitting this EDS is:
the Applicant
Business address of the Disclosing Party:
100 N. LaSalle St. Suite 900 Chicago, IL 60602 United States
Telephone:
+447711574373
Fax: Email:
rosie.raacadie@magairports.com
Name of contact person:
Miss Rosemary Macadie
Federal Employer Identification No. (if you have one):



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47-3505220
Brief description of contract, transaction or other undertaking (referred to below as the "Matter") to which this EDS pertains:
ORD Automated Retail, Food and Service Vending Units RFP
Which City agency or department is requesting this EDS?
DEPT OF PROCUREMENT SERVICES Specification Number
Contract (PO) Number
Revision Number
Release Number
User Department Project Number

SECTION II - DISCLOSURE OF OWNERSHIP INTERESTS
NATURE OF THE DISCLOSING PARTY
1. Indicate the nature of the Disclosing Party:
Limited liability company
Is the Disclosing Party incorporated or organized in the State of Illinois?
No
State or foreign country of incorporation or organization:
Delaware
Registered to do business in the State of Illinois as a foreign entity?
Yes
DISCLOSING PARTY IS A LEGAL ENTITY:




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1 .a.2 Does the Disclosing Party have any officers?
Yes
1 .a.4 List below the full names and titles of all executive officers of the entity.
Officer: Mr. Martin Jones
Title: President Role: Officer
Officer: Mr. Bradley Coram
Title: Treasurer Role: Officer

B. CERTIFICATION REGARDING CONTROLLING INTEREST
1.b.1 Are there any individuals who directly or indirectly control the day-to-day management of the Disclosing Party as a general partner, managing member, manager, or other capacity?
No

1 .b.3 Are there any legal entities that directly or indirectly control the day-to-day management of the Disclosing Party as a general partner, managing member, manager, or other capacity?

Yes
1 .b.4 List all legal entities that function as general partners, managing members, managers, and any others who directly or indirectly control the day-to-day management of the Disclosing Party. Each legal entity listed below must submit an EDS on its own behalf.

Name: Manchester Airport Group US Holdings Inc
Title: Manager
Business Address: 100 N. LaSalle St. Suite 90 0
Chicago, IL 60602 United States

2. Ownership Information
Please provide ownership information concerning each person or entity that holds, or is anticipated to hold (see next paragraph), a direct or indirect beneficial interest in excess of 7.5% of the Applicant. Examples of such an interest include shares in a corporation,



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partnership interest in a partnership or joint venture, interest of a member or manager in a limited liability company, or interest of a beneficiary of a trust, estate, or other similar entity. Note: Each legal entity below may be required to submit an EDS on its own behalf.
Please disclose present owners below. Please disclose anticipated owners in an attachment submitted through the "Additional Info" tab. "Anticipated owner" means an individual or entity in existence at the time application for City action is made, which is not an applicant or owner at such time, but which the applicant expects to assume a legal status, within six months of the time the City action occurs, that would render such individual or entity an applicant or owner if they had held such legal status at the time application was made.
• Manchester Airport Group US Holdings Inc - 100.0% - EDS 164427
o MAG Investments US Limited - 100.0% - EDS 164432 - MAG US (Apollo) Limited - 100.0% - EDS 164433
- Manchester Airport Group Finance Ltd - 100.0% - EDS 164434
- Manchester Airport Group Investments Ltd -100.0% - EDS 164435 - Manchester Airport Finance Holdings Ltd -100.0% - EDS 164436 - Manchester Airports Holdings Ltd - 100.0% - EDS 164437
Manchester City Council - 35.5% - EDS 164438
The Conyers Trust Company (Cayman)
Limited for IFM Global Infrastructure Fund - 35.5% - EDS 164439
Owner Details

Business Address
MAG Investments US Limited



MAG US (Apollo) Limited
Olympic House Manchester Airport Manchester,
United Kingdom Olympic House
Manchester Airport Manchester, United Kingdom



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Manchester Airport Finance Holdings Ltd


Manchester Airport Group Finance Ltd



Manchester Airport Group Investments Ltd


Manchester Airport Group US Holdings Inc

Manchester Airports Holdings Ltd



Manchester City Council


The Conyers Trust Company (Cayman) Limited for IFM Global Infrastructure Fund
Olympic House Manchester, United Kingdom
Olympic House Manchester Airport Manchester, United Kingdom
Olympic House Manchester Airport Manchester, United Kingdom
100 N. LaSalle St. Suite 900 Chicago, IL United States
Olympic House Manchester Airport Manchester, United Kingdom
Town Hall Manchester, United Kingdom
Cricket Square, Hutchins Drive P.O. Box 2681 Grand Cayman , Cayman Islands

SECTION III -- INCOME OR COMPENSATION TO, OR OWNERSHIP BY, CITY ELECTED OFFICIALS
Has the Disclosing Party provided any income or compensation to any City elected official during the 12-month period preceding the date of this EDS?
No
Does the Disclosing Party reasonably expect to provide any income or compensation to any City elected official during the 12-month period following the date of this EDS?


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No
D. Does any City elected official or, to the best ofthe Disclosing Party's knowledge after reasonable inquiry, any City elected official's spouse or domestic partner, have a financial interest (as defined in Chapter 2-156 of the Municipal Code ("MCC")) in the Disclosing Party?

No

SECTION IV - DISCLOSURE OF SUBCONTRACTORS AND OTHER RETAINED PARTIES

The Disclosing Party must disclose the name and business address of each subcontractor, attorney, lobbyist (as defined in MCC Chapter 2-156). accountant, consultant and any other person or entity whom the Disclosing Party has retained or expects to retain in connection with the Matter, as well as the nature of the relationship, and the total amount ofthe fees paid or estimated to be paid. The Disclosing Party is not required to disclose employees who are paid solely through the Disclosing Party's regular payroll.
If the Disclosing Party is uncertain whether a disclosure is required under this Section, the Disclosing Party must either ask the City whether disclosure is required or make the disclosure.
Has the Disclosing Party retained or does it anticipate retaining any legal entities in connection with the Matter?

Yes
List below the names of all legal entities which are retained parties.

Name: Jabbrrbox, Inc.
Anticipated/ Retained Retained:
Business Address: , United States
Relationship: Subcontractor - non MWDBE
20%
($$ or %):
Estimated/Paid: Estimated

3. Has the Disclosing Party retained or does it anticipate retaining any persons in connection with the Matter?




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No

SECTION V - CERTIFICATIONS
COURT-ORDERED CHILD SUPPORT COMPLIANCE
Under MCC Section 2-92-415. substantial owners of business entities that contract with the City must remain in compliance with their child support obligations throughout the contract's term.
Has any person who directly or indirectly owns 10% or more of the Disclosing Party been declared in arrearage of any child support obligations by any Illinois court of competent jurisdiction?
Not applicable because no person directly or indirectly owns 10% or more of the Disclosing Party
FURTHER CERTIFICATIONS

[This certification applies only if the Matter is a contract being handled by the City's Department of Procurement Services.] In the 5-year period preceding the date of this EDS, neither the Disclosing Party nor any Affiliated Entity has engaged, in connection with the performance of any public contract, the services of an integrity monitor, independent private sector inspector general, or integrity compliance consultant (i.e. an individual or entity with legal, auditing, investigative, or other similar skills, designated by a public agency to help the agency monitor the activity of specified agency vendors as well as help the vendors reform their business practices so they can be considered for agency contracts in the future, or continue with a contract in progress).
I certify the above to be true
The Disclosing Party and its Affiliated Entities are not delinquent in the payment of any fine, fee, tax or other source of indebtedness owed to the City of Chicago, including, but not limited to, water and sewer charges, license fees, parking tickets, property taxes and sales taxes, nor is the Disclosing Party delinquent in the payment of any tax administered by the Illinois Department of Revenue.
I certify the above to be true
The Disclosing Party and, if the Disclosing Party is a legal entity, all of those persons or entities identified in Section 11(B)(1) of this EDS:
a. are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from any transactions by any federal, state or local unit of government;




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have not, during the 5 years before the date of this EDS, been convicted of a criminal offense, adjudged guilty, or had a civil judgment rendered against them in connection with: obtaining, attempting to obtain, or performing a public (federal, state or local) transaction or contract under a public transaction; a violation of federal or state antitrust statutes; fraud; embezzlement; theft; forgery; bribery; falsification or destruction of records; making false statements; or receiving stolen property;
are not presently indicted for, or criminally or civilly charged by, a governmental entity (federal, state or local) with committing any of the offenses set forth in subparagraph (b) above;
have not, during the 5 years before the date of this EDS, had one or more public transactions (federal, state or local) terminated for cause or default; and
have not, during the 5 years before the date of this EDS, been convicted, adjudged guilty, or found liable in a civil proceeding, or in any criminal or civil action, including actions concerning environmental violations, instituted by the City or by the federal government, any state, or any other unit of local government.
I certify the above to be true
The Disclosing Party understands and shall comply with the applicable requirements of MCC Chapter 2-56 (Inspector General) and Chapter 2-156 (Governmental Ethics).
I certify the above to be true
Neither the Disclosing Party, nor any Contractor, nor any Affiliated Entity of either the Disclosing Party or any Contractor, nor any Agents have, during the 5 years before the date of this EDS, or, with respect to a Contractor, an Affiliated Entity, or an Affiliated Entity of a Contractor during the 5 years before the date of such Contractor's or Affiliated Entity's contract or engagement in connection with the Matter:

bribed or attempted to bribe, or been convicted or adjudged guilty of bribery or attempting to bribe, a public officer or employee of the City, the State of Illinois, or any agency of the federal government or of any state or local government in the United States of America, in that officer's or employee's official capacity;
agreed or colluded with other bidders or prospective bidders, or been a party to any such agreement, or been convicted or adjudged guilty of agreement or collusion among bidders or prospective bidders, in restraint of freedom of competition by agreement to bid a fixed price or otherwise; or
made an admission of such conduct described in subparagraph (a) or (b) above that is a matter of record, but have not been prosecuted for such conduct; or
violated the provisions referenced in MCC Subsection 2-92-320(a)(4)(Contracts Requiring a Base Wage); (a)(5)(Debarment Regulations): or (a)(6)(Minimum Wage Ordinance).
I certify the above to be true



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Neither the Disclosing Party, nor any Affiliated Entity or Contractor, or any of their employees, officials, agents or partners, is barred from contracting with any unit of state or local government as a result of engaging in or being convicted of

bid-rigging in violation of 720 ILCS 5/33E-3:
bid-rotating in violation of 720 ILCS 5/33E-4: or
any similar offense of any state or of the United States of America that contains the same elements as the offense of bid-rigging or bid-rotating.
I certify the above to be true
Neither the Disclosing Party nor any Affiliated Entity is listed on a Sanctions List maintained by the United States Department of Commerce, State, or Treasury, or any successor federal agency.
I certify the above to be true
[FOR APPLICANT ONLY]

Neither the Applicant nor any "controlling person" [see MCC Chapter 1 -23. Article I for applicability and defined terms] of the Applicant is currently indicted or charged with, or has admitted guilt of, or has ever been convicted of, or placed under supervision for, any criminal offense involving actual, attempted, or conspiracy to commit bribery, theft, fraud, forgery, perjury, dishonesty or deceit against an officer or employee of the City or any "sister agency"; and
the Applicant understands and acknowledges that compliance with Article I is a continuing requirement for doing business with the City.
NOTE: If MCC Chapter 1-23. Article I applies to the Applicant, that Article's permanent compliance timeframe supersedes 5-year compliance timeframes in this Section V.
I certify the above to be true
[FOR APPLICANT ONLY] The Applicant and its Affiliated Entities will not use, nor permit their subcontractors to use, any facility listed as having an active exclusion by the U.S. EPA on the federal System for Award Management ("SAM")
I certify the above to be true

10. [FOR APPLICANT ONLY] The Applicant will obtain from any contractors/
subcontractors hired or to be hired in connection with the Matter certifications equal in
form and substance to those in Certifications (2) and (9) above and will not, without the
prior written consent of the City, use any such contractor/subcontractor that does not
provide such certifications or that the Applicant has reason to believe has not provided
or cannot provide truthful certifications.




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I certify the above to be true
To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all current employees ofthe Disclosing Party who were, at any time during the 12-month period preceding the date of this EDS, an employee, or elected or appointed official, of the City of Chicago.
None
To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all gifts that the Disclosing Party has given or caused to be given, at any time during the 12-month period preceding the execution date of this EDS, to an employee, or elected or appointed official, of the City of Chicago. For purposes
of this statement, a "gift" does not include: (i) anything made generally available to City employees or to the general public, or (ii) food or drink provided in the course of official City business and having a retail value of less than $25 per recipient, or (iii) a political contribution otherwise duly reported as required by law.
None
CERTIFICATION OF STATUS AS FINANCIAL INSTITUTION
The Disclosing Party certifies, as defined in MCC Section 2-32-455(b). the Disclosing Party

is not a "financial institution"
CERTIFICATION REGARDING FINANCIAL INTEREST IN CITY BUSINESS
Any words or terms defined in MCC Chapter 2-156 have the same meanings if used in this Part D.
1. In accordance with MCC Section 2-156-110: To the best of the Disclosing Party's knowledge after reasonable inquiry, does any official or employee of the City have a financial interest in his or her own name or in the name of any other person or entity in the Matter?

No
CERTIFICATION REGARDING SLAVERY ERA BUSINESS
If the Disclosing Party cannot make this verification, the Disclosing Party must disclose all required information in the space provided below or in an attachment in the. "Additional Info" tab. Failure to comply with these disclosure requirements may make any contract entered into with the City in connection with the Matter voidable by the City.




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The Disclosing Party verifies that the Disclosing Party has searched any and all records of the Disclosing Party and any and all predecessor entities regarding records of investments or profits from slavery or slaveholder insurance policies during the slavery era (including insurance policies issued to slaveholders that provided coverage for damage to or injury or death of their slaves), and the Disclosing Party has found no such records.
I can make the above verification

SECTION VI - CERTIFICATIONS FOR FEDERALLY FUNDED MATTERS

Is the Matter federally funded? For the purposes of this Section VI, tax credits allocated by the City and proceeds of debt obligations of the City are not federal funding.
No

SECTION VII - FURTHER ACKNOWLEDGMENTS AND CERTIFICATION

The Disclosing Party understands and agrees that:
The certifications, disclosures, and acknowledgments contained in this EDS will become part of any contract or other agreement between the Applicant and the City in connection with the Matter, whether procurement, City assistance, or other City action, and are material inducements to the City's execution of any contract or taking other action with respect to the Matter. The Disclosing Party understands that it must comply with all statutes, ordinances, and regulations on which this EDS is based.
The City's Governmental Ethics Ordinance, MCC Chapter 2-156. imposes certain duties and obligations on persons or entities seeking City contracts, work, business, or transactions. The full text of this ordinance and a training program is available on line at www.cityofchicago.org/Ethics . and may also be obtained from the City's Board of Ethics, 740 N. Sedgwick St., Suite 500, Chicago, IL 60610, (312) 744-9660. The Disclosing Party must comply fully with this ordinance.

I acknowledge and consent to the above

The Disclosing Party understands and agrees that:
If the City determines that any information provided in this EDS is false, incomplete or inaccurate, any contract or other agreement in connection with which it is submitted may be rescinded or be void or voidable, and the City may pursue any remedies under the contract or agreement (if not rescinded or void), at law, or in equity, including terminating the Disclosing Party's participation in the Matter and/



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or declining to allow the Disclosing Party to participate in other City transactions. Remedies at law for a false statement of material fact may include incarceration and an award to the City of treble damages.
It is the City's policy to make this document available to the public on its Internet site and/or upon request. Some or all of the information provided in, and appended to, this EDS may be made publicly available on the Internet, in response to a Freedom of Information Act request, or otherwise. By completing and signing this EDS, the Disclosing Party waives and releases any possible rights or claims which it may have against the City in connection with the public release of information contained in this EDS and also authorizes the City to verify the accuracy of any information submitted in this EDS.
The information provided in this EDS must be kept current. In the 3vent of changes, the Disclosing Party must supplement this EDS up to the time the City takes action on the Matter. If the Matter is a contract being handled by the City's Department of Procurement Services, the Disclosing Party must update this EDS as the contract requires. NOTE: With respect to Matters subject to MCC Chapter 1-23. Article
I (imposing PERMANENT INELIGIBILITY for certain specified offenses), the information provided herein regarding eligibility must be kept current for a longer period, as required by MCC Chapter 1-23 and Section 2-154-020.

I acknowledge and consent to the above

APPENDIX A - FAMILIAL RELATIONSHIPS WITH ELECTED CITY OFFICIALS AND DEPARTMENT HEADS

This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5%. It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Under MCC Section 2-154-015. the Disclosing Party must disclose whether such Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently has a "familial relationship" with any elected city official or department head. A "familial relationship" exists if, as of the date this EDS is signed, the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof is related to the mayor, any alderman, the city clerk, the city treasurer or any city department head as spouse or domestic partner or as any of the following, whether by blood or adoption: parent, child, brother or sister, aunt or uncle, niece or nephew, grandparent, grandchild, father-in-law, mother-in-law, son-in-law, daughter-in-law, stepfather or stepmother, stepson or stepdaughter, stepbrother or stepsister or half-brother or half-sister.
"Applicable Party" means (1) all executive officers of the Disclosing Party listed in Section II.B.I.a, ifthe Disclosing Party is a corporation; all partners ofthe Disclosing Party, if the Disclosing Party is a general partnership; all general partners and limited



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partners ofthe Disclosing Party, ifthe Disclosing Party is a limited partnership; all managers, managing members and members ofthe Disclosing Party, ifthe Disclosing Party is a limited liability company; (2) all principal officers of the Disclosing Party; and (3) any person having more than a 7.5% ownership interest in the Disclosing Party. "Principal officers" means the president, chief operating officer, executive director, chief financial officer, treasurer or secretary of a legal entity or any person exercising similar authority.
Does the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently have a "familial relationship" with an elected city official or department head?

No

APPENDIX B - BUILDING CODE SCOFFLAW/PROBLEM LANDLORD CERTIFICATION

This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5% (an "Owner"). It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
1. Pursuant to MCC Section 2-154-010. is the Applicant or any Owner identified as a building code scofflaw or problem landlord pursuant to MCC Section 2-92-416??
No

APPENDIX C-PROHIBITION ON WAGE & SALARY HISTORY SCREENING

This Appendix is to be completed only by an Applicant that is completing this EDS as a "contractor" as defined in MCC Section 2-92-385. That section, which should be consulted (www.amlegal.com ), generally covers a party to any agreement pursuant to which they: (i) receive City of Chicago funds in consideration for services, work or goods provided (including for legal or other professional services), or (ii) pay the City money for a license, grant or concession allowing them to conduct a business on City premises.
On behalf of an Applicant that is a contractor pursuant to MCC Section 2-92-385.1 hereby certify that the Applicant is in compliance with MCC Section 2-92-385(b)(1) and (2), which prohibit: (i) screening job applicants based on their wage or salary history, or (ii) seeking job applicants' wage or salary history from current or former employers. I also certify that the Applicant has adopted a policy that includes those prohibitions.
This certification shall serve as the affidavit required by MCC Section 2-92-385(c)(1).



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Yes

ADDITIONAL INFO

Please add any additional explanatory information here. If explanation is longer than 1000 characters, you may add an attachment below. Please note that your EDS, including all attachments, becomes available for public viewing upon contract award. Your attachments will be viewable "as is" without manual redaction by the City. You are responsible for redacting any non-public information from your documents before uploading.

List or vendor attachments uploaded by City stafi None.
List of attachments uploaded by vendor None.
CERTIFICATION

Under penalty of perjury, the person signing below: (1) warrants that he/she is authorized to execute this EDS, and all applicable appendices, on behalf of the Disclosing Party, and (2) warrants that all certifications and statements contained in this EDS, and all applicable appendices, are true, accurate and complete as of the date furnished to the City. Submission of this form constitutes making the oath associated with notarization.
1st 07/13/2021
Miss Rosemary Macadie
Legal Counsel
MAG US Lounge Management LLC
This is a printed copy of the Economic Disclosure Statement, the original of which is filed electronically with the City of Chicago. Any alterations must be made electronically, alterations on this printed copy are void and of no effect.













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CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT and AFFIDAVIT Related to Contract/Amendment/Solicitation EDS #164427

SECTION I - GENERAL INFORMATION
Legal name ofthe Disclosing Party submitting the EDS:
Manchester Airport Group US Holdings Inc
Enter d/b/a if applicable:

The Disclosing Party submitting this EDS is:
a legal entity currently holding an interest in the Applicant The Disclosing Party holds an interest in
MAG US Lounge Management LLC and EDS is 164426
Business address of the Disclosing Party:
100 N. LaSalle St. Suite 900 Chicago, IL 60602 United States
Telephone:
+447711574373
Fax: Email:
rosie.macadie@magairports.com
Name of contact person:



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Miss Rosemary Macadie
E. Federal Employer Identification No. (if you have one):
37-1779741
SECTION II -- DISCLOSURE OF OWNERSHIP INTERESTS
NATURE OF THE DISCLOSING PARTY 1. Indicate the nature ofthe Disclosing Party:
Privately held business corporation
Is the Disclosing Party incorporated or organized in the State of Illinois?
No
State or foreign country of incorporation or organization:
Delaware
Registered to do business in the State of Illinois as a foreign entity?
Yes
DISCLOSING PARTY IS A LEGAL ENTITY: 1.a.1 Does the Disclosing Party have any directors?
Yes
1 .a.3 List below the full names and titles of all executive officers and all directors, if any, of the entity. Do not include any directors who have no power to select the entity's officers.

Officer/Director: Mr. Martin Jones Title: President Role: Both
Officer/Director: Mr. Bradley Comm Title: CFO Role: Both
Officer/Director: Mr. Charles Cornish Title: Director


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Director
Mrs. Jennifer Cochrane
Secretary Officer

2. Ownership Information
Please confirm ownership information concerning each person or entity that having a direct or indirect beneficial interest in excess of 7.5% of the Disclosing Party (your entity). Examples of such an interest include shares in a corporation, partnership interest in a partnership or joint venture, interest of a member or manager in a limited lability company, or interest of a beneficiary of a trust, estate, or other similar entity. Note: Each legal entity below may be required to submit an EDS on its own behalf.
As reported by the Disclosing Party, the immediate owner(s) of the Disclosing Party is/ are listed below:
• MAG Investments US Limited - 100.0% Owner Details
Name Business Address
MAG Investments US Olympic House
Limited
Manchester Airport Manchester, United Kingdom

SECTION III - INCOME OR COMPENSATION TO, OR OWNERSHIP BY, CITY ELECTED OFFICIALS

A. Has the Disclosing Party provided any income or compensation to any City elected official during the 12-month period preceding the date of this EDS?
No

B. Does the Disclosing Party reasonably expect to provide any income or compensation to any City elected official during the 12-month period following the date of this EDS?
No

D. Does any City elected official or, to the best of the Disclosing Party's knowledge after reasonable inquiry, any City elected official's spouse or domestic partner, have a



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financial interest (as defined in Chapter 2-156 of the Municipal Code ("MCC")) in the Disclosing Party?
No

SECTION V - CERTIFICATIONS
COURT-ORDERED CHILD SUPPORT COMPLIANCE
Under MCC Section 2-92-415. substantial owners of business entities that contract with the City must remain in compliance with their child support obligations throughout the contract's term.
Has any person who directly or indirectly owns 10% or more of the Disclosing Party been declared in arrearage of any child support obligations by any Illinois court of competent jurisdiction?
Not applicable because no person directly or indirectly owns 10% or more of the Disclosing Party
FURTHER CERTIFICATIONS

[This certification applies only if the Matter is a contract being handled by the City's Department of Procurement Services.] In the 5-year period preceding the date of this EDS, neither the Disclosing Party nor any Affiliated Entity has engaged, in connection with the performance of any public contract, the services of an integrity monitor, independent private sector inspector general, or integrity compliance consultant (i.e. an individual or entity with legal, auditing, investigative, or other similar skills, designated by a public agency to help the agency monitor the activity of specified agency vendors as well as help the vendors reform their business practices so they can be considered for agency contracts in the future, or continue with a contract in progress).
I certify the above to be true
The Disclosing Party and its Affiliated Entities are not delinquent in the payment of any fine, fee, tax or other source of indebtedness owed to the City of Chicago, including, but not limited to, water and sewer charges, license fees, parking tickets, property taxes and sales taxes, nor is the Disclosing Party delinquent in the payment of any tax administered by the Illinois Department of Revenue.
I certify the above to be true
The Disclosing Party and, if the Disclosing Party is a legal entity, all of those persons or entities identified in Section 11(B)(1) of this EDS:





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are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from any transactions by any federal, state or local unit of government;
have not, during the 5 years before the date of this EDS, been convicted of a criminal offense, adjudged guilty, or had a civil judgment rendered against them in connection with: obtaining, attempting to obtain, or performing a public (federal, state or local) transaction or contract under a public transaction; a violation of federal or state antitrust statutes; fraud; embezzlement; theft; forgery; bribery; falsification or destruction of records; making false statements; or receiving stolen property;
are not presently indicted for, or criminally or civilly charged by, a governmental entity (federal, state or local) with committing any ofthe offenses set forth in subparagraph (b) above;
have not, during the 5 years before the date of this EDS, had one or more public transactions (federal, state or local) terminated for cause or default; and
have not, during the 5 years before the date of this EDS, been convicted, adjudged guilty, or found liable in a civil proceeding, or in any criminal or civil action, including actions concerning environmental violations, instituted by the City or by the federal government, any state, or any other unit of local government.
I certify the above to be true
The Disclosing Party understands and shall comply with the applicable requirements of MCC Chapter 2-56 (Inspector General) and Chapter 2-156 (Governmental Ethics).
I certify the above to be true
Neither the Disclosing Party, nor any Contractor, nor any Affiliated Entity of either the Disclosing Party or any Contractor, nor any Agents have, during the 5 years before the date of this EDS, or, with respect to a Contractor, an Affiliated Entity, or an Affiliated Entity of a Contractor during the 5 years before the date of such Contractor's or Affiliated Entity's contract or engagement in connection with the Matter:

bribed or attempted to bribe, or been convicted or adjudged guilty of bribery or attempting to bribe, a public officer or employee ofthe City, the State of Illinois, or any agency of the federal government or of any state or local government in the United States of America, in that officer's or employee's official capacity;
agreed or colluded with other bidders or prospective bidders, or been a party to any such agreement, or been convicted or adjudged guilty of agreement or collusion among bidders or prospective bidders, in restraint of freedom of competition by agreement to bid a fixed price or otherwise; or
made an admission of such conduct described in subparagraph (a) or (b) above that is a matter of record, but have not been prosecuted for such conduct; or





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d. violated the provisions referenced in MCC Subsection 2-92-320(a)(4)(Contracts Requiring a Base Wage): (a)(5)(Debamnent Regulations): or (a)(6)(Minimum Wage Ordinance).
I certify the above to be true
Neither the Disclosing Party, nor any Affiliated Entity or Contractor, or any of their employees, officials, agents or partners, is barred from contracting with any unit of state or local government as a result of engaging in or being convicted of

bid-rigging in violation of 720 ILCS 5/33E-3:
bid-rotating in violation of 720 ILCS 5/33E-4: or
any similar offense of any state or of ?he United States of America that contains the same elements as the offense of bid-rigging or bid-rotating.
I certify the above to be true
Neither the Disclosing Party nor any Affiliated Entity is listed on a Sanctions List maintained by the United States Department of Commerce, State, or Treasury, or any successor federal agency.
I certify the above to be true
To the best ofthe Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all current employees of the Disclosing Party who were, at any time during the 12-month period preceding the date of this EDS, an employee, or elected or appointed official, of the City of Chicago.
None
To the best ofthe Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all gifts that the Disclosing Party has given or caused to be given, at any time during the 12-month period preceding the execution date of this EDS, to an employee, or elected or appointed official, of the City of Chicago. For purposes
of this statement, a "gift" does not include: (i) anything made generally available to City employees or to the general public, or (ii) food or drink provided in the course of official City business and having a retail value of less than $25 per recipient, or (iii) a political contribution otherwise duly reported as required by law.
None
C. CERTIFICATION OF STATUS AS FINANCIAL INSTITUTION
The Disclosing Party certifies, as defined in MCC Section 2-32-455(b). the Disclosing Party
is not a "financial institution"


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E. CERTIFICATION REGARDING SLAVERY ERA BUSINESS
If the Disclosing Party cannot make this verification, the Disclosing Party must disclose all required information in the space provided below or in an attachment in the "Additional Info" tab. Failure to comply with these disclosure requirements may make any contract entered into with the City in connection with the Matter voidable by the City.
The Disclosing Party verifies that the Disclosing Party has searched any and all records of the Disclosing Party and any and all predecessor entities regarding records of investments or profits from slavery or slaveholder insurance policies during the slavery era (including insurance policies issued to slaveholders that provided coverage for damage to or injury or death of their slaves), and the Disclosing Party has found no such records.
I can make the above verification

SECTION VII - FURTHER ACKNOWLEDGMENTS AND CERTIFICATION

The Disclosing Party understands and agrees that:
The certifications, disclosures, and acknowledgments contained in this EDS will become part of any contract or other agreement between the Applicant and the City in connection with the Matter, whether procurement, City assistance, or other City action, and are material inducements to the City's execution of any contract or taking other action with respect to the Matter. The Disclosing Party understands that it must comply with all statutes, ordinances, and regulations on which this EDS is based.
The City's Governmental Ethics Ordinance, MCC Chapter 2-156. imposes certain duties and obligations on persons or entities seeking City contracts, work, business, or transactions. The full text of this ordinance and a training program is available on line at www.cityofchicaao.org/Ethics . and may also be obtained from the City's Board of Ethics, 740 N. Sedgwick St., Suite 500, Chicago, IL 60610, (312) 744-9660. The Disclosing Party must comply fully with this ordinance.

I acknowledge and consent to the above
The Disclosing Party understands and agrees that:
If the City determines that any information provided in this EDS is false, incomplete or inaccurate, any contract or other agreement in connection with which it is submitted may be rescinded or be void or voidable, and the City may pursue any remedies under the contract or agreement (if not rescinded or void), at law, or in equity, including terminating the Disclosing Party's participation in the Matter and/ or declining to allow the Disclosing Party to participate in other City transactions.



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Remedies at law for a false statement of material fact may include incarceration and an award to the City of treble damages.
It is the City's policy to make this document available to the public on its Internet site and/or upon request. Some or all of the information provided in, and appended to, this EDS may be made publicly available on the Internet, in response to a Freedom of Information Act request, or otherwise. By completing and signing this EDS, the Disclosing Party waives and releases any possible rights or claims which it may have against the City in connection with the public release of information contained in this EDS and also authorizes the City to verify the accuracy of any information submitted in this EDS.
The information provided in this EDS must be kept current. In the event of changes, the Disclosing Party must supplement this EDS up to the time the City takes action on the Matter. If the Matter is a contract being handled by the City's Department of Procurement Services, the Disclosing Party must update this EDS as the contract requires. NOTE: With respect to Matters subject to MCC Chapter 1-23. Article
I (imposing PERMANENT INELIGIBILITY for certain specified offenses), the information provided herein regarding eligibility must be kept current for a longer period, as required by MCC Chapter 1-23 and Section 2-154-020.

I acknowledge and consent to the above

APPENDIX A - FAMILIAL RELATIONSHIPS WITH ELECTED CITY OFFICIALS AND DEPARTMENT HEADS

This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5%. It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Under MCC Section 2-154-015. the Disclosing Party must disclose whether such Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently has a "familial relationship" with any elected city official or department head. A "familial relationship" exists if, as ofthe date this EDS is signed, the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof is related to the mayor, any alderman, the city clerk, the city treasurer or any city department head as spouse or domestic partner or as any of the following, whether by blood or adoption: parent, child, brother or sister, aunt or uncle, niece or nephew, grandparent, grandchild, father-in-law, mother-in-law, son-in-law, daughter-in-law, stepfather or stepmother, stepson or stepdaughter, stepbrother or stepsister or half-brother or half-sister.
"Applicable Party" means (1) all executive officers ofthe Disclosing Party listed in Section II.B.I.a, ifthe Disclosing Party is a corporation; all partners ofthe Disclosing Party, if the Disclosing Party is a general partnership; all general partners and limited partners of the Disclosing Party, if the Disclosing Party is a limited partnership; all



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managers, managing members and members of the Disclosing Party, if the Disclosing Party is a limited liability company; (2) all principal officers ofthe Disclosing Party; and (3) any person having more than a 7.5% ownership interest in the Disclosing Party. "Principal officers" means the president, chief operating officer, executive director, chief financial officer, treasurer or secretary of a legal entity or any person exercising similar authority.
Does the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently have a "familial relationship" with an elected city official or department head?

No

APPENDIX B - BUILDING CODE SCOFFLAW/PROBLEM LANDLORD CERTIFICATION

This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5% (an "Owner"). It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
1. Pursuant to MCC Section 2-154-010. is the Applicant or any Owner identified as a building code scofflaw or problem landlord pursuant to MCC Section 2-92-416??
No

ADDITIONAL INFO

Please add any additional explanatory information here. If explanation is longer than 1000 characters, you may add an attachment below. Please note that your EDS, including all attachments, becomes available for public viewing upon contract award. Your attachments will be viewable "as is" without manual redaction by the City. You are responsible for redacting any non-public information from your documents before uploading.

List of attachments uploaded by vendor

None.

CERTIFICATION

Under penalty of perjury, the person signing below: (1) warrants that he/she is authorized to execute this EDS, and all applicable appendices, on behalf of the Disclosing Party, and (2) warrants that all certifications and statements contained in



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this EDS, and all applicable appendices, are true, accurate and complete as of the date furnished to the City. Submission of this form constitutes making the oath associated with notarization.
/s/07/13/2021
Miss Rosemary Macadie
Legal Counsel
Manchester Airport Group US Holdings Inc
This is a printed copy of the Economic Disclosure Statement, the original of which is filed electronically with the City of Chicago. Any alterations must be made electronically, alterations on this printed copy are void and of no effect.









































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CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT and AFFIDAVIT Related to Contract/Amendment/Solicitation EDS #164432

SECTION I -- GENERAL INFORMATION
Legal name ofthe Disclosing Party submitting the EDS:
MAG Investments US Limited Enter d/b/a if applicable:
The Disclosing Party submitting this EDS is:
a legal entity currently holding an interest in the Applicant The Disclosing Party holds an interest in
MAG US Lounge Management LLC and EDS is 164426
Business address of the Disclosing Party:
Olympic House Manchester Airport Manchester, M90 1 QX United Kingdom
Telephone:
+447711574373 Fax:

Email:

rosie,macadie@magairports.com




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Name of contact person:
Rosemary Macadie
Federal Employer Identification No. (if you have one):


SECTION II - DISCLOSURE OF OWNERSHIP INTERESTS
NATURE OF THE DISCLOSING PARTY 1. Indicate the nature ofthe Disclosing Party: Privately held business corporation
Is the Disclosing Party incorporated or organized in the State of Illinois?
No

State or foreign country of incorporation or organization:
United Kingdom
Registered to do business in the State of Illinois as a foreign entity?
No
DISCLOSING PARTY IS A LEGAL ENTITY:
1 .a.1 Does the Disclosing Party have any directors?
Yes

1 .a.3 List below the full names and titles of all executive officers and all directors, if any, of the entity. Do not include any directors who have no power to select the entity's officers.

Officer/Director: Mr. Charles Cornish Title: CEO Role: Director
Officer/Director: Mrs. Janine Brammal Title: CFO Role: Director
Officer/Director: Mr. John 0'Toole



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Title: Role:
ceo
Director

2. Ownership Information
Please confirm ownership information concerning each person or entity that having a direct or indirect beneficial interest in excess of 7.5% of the Disclosing Party (your entity). Examples of such an interest include shares in a corporation, partnership interest in a partnership or joint venture, interest of a member or manager in a limited lability company, or interest of a beneficiary of a trust, estate, or other similar entity. Note: Each legal entity below may be required to submit an EDS on its own behalf.
As reported by the Disclosing Party, the immediate owner(s) ofthe Disclosing Party is/ are listed below:
• MAG US (Apollo) Limited - 100.0%
° Manchester Airport Group Finance Ltd - 100.0%
- Manchester Airport Group Investments Ltd. - 100.0% - Manchester Airport Finance Holdings Ltd - 100.0% - Manchester Airports Holdings Ltd - 100.0%
Manchester City Council - 35.5%
The Conyers Trust Company (Cayman) Limited for IFM Global Infrastructure Fund - 35.5%
Owner Details
Name Business Address
MAG US (Apollo) Olympic House
Limited
Manchester Airport Manchester, United Kingdom
Manchester Airport Finance Holdings Ltd


Manchester Airport Group Finance Ltd
Olympic House Manchester,
United Kingdom Olympic House
Manchester Airport Manchester, United Kingdom






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Manchester Airport Group Investments Ltd


Manchester Airports Holdings Ltd



Manchester City Council


The Conyers Trust Company (Cayman) Limited for IFM Global Infrastructure Fund
Olympic House Manchester Airport Manchester, United Kingdom
Olympic House Manchester Airport Manchester, United Kingdom
Town Hall Manchester, United Kingdom
Cricket Square, Hutchins Drive P.O. Box 2681 Grand Cayman , Cayman Islands

SECTION III - INCOME OR COMPENSATION TO, OR OWNERSHIP BY, CITY ELECTED OFFICIALS
Has the Disclosing Party provided any income or compensation to any City elected official during the 12-month period preceding the date of this EDS?

No
Does the Disclosing Party reasonably expect to provide any income or compensation to any City elected official during the 12-month period following the date of this EDS?

No
D. Does any City elected official or, to the best of the Disclosing Party's knowledge after reasonable inquiry, any City elected official's spouse or domestic partner, have a financial interest (as defined in Chapter 2-156 of the Municipal Code ("MCC")) in the Disclosing Party?

No

SECTION V - CERTIFICATIONS

A. COURT-ORDERED CHILD SUPPORT COMPLIANCE




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Under MCC Section 2-92-415. substantial owners of business entities that contract with the City must remain in compliance with their child support obligations throughout the contract's term.
Has any person who directly or indirectly owns 10% or more of the Disclosing Party been declared in arrearage of any child support obligations by any Illinois court of competent jurisdiction?
Not applicable because no person directly or indirectly owns 10% or more of the Disclosing Party
B. FURTHER CERTIFICATIONS
[This certification applies only if the Matter is a contract being handled by the City's Department of Procurement Services.] In the 5-year period preceding the date of this EDS, neither the Disclosing Party nor any Affiliated Entity has engaged, in connection with the performance of any public contract, the services of an integrity monitor, independent private sector inspector general, or integrity compliance consultant (i.e. an individual or entity with legal, auditing, investigative, or other similar skills, designated by a public agency to help the agency monitor the activity of specified agency vendors as well as help the vendors reform their business practices so they can be considered for agency contracts in the future, or continue with a contract in progress).
I certify the above to be true
The Disclosing Party and its Affiliated Entities are not delinquent in the payment of any fine, fee, tax or other source of indebtedness owed to the City of Chicago, including, but not limited to, water and sewer charges, license fees, parking tickets, property taxes and sales taxes, nor is the Disclosing Party delinquent in the payment of any tax administered by the Illinois Department of Revenue.
I certify the above to be true
The Disclosing Party and, ifthe Disclosing Party is a legal entity, all of those persons or entities identified in Section 11(B)(1) of this EDS:

are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from any transactions by any federal, state or local unit of government;
have not, during the 5 years before the date of this EDS, been convicted of a criminal offense, adjudged guilty, or had a civil judgment rendered against them in connection with: obtaining, attempting to obtain, or performing a public (federal, state or local) transaction or contract under a public transaction; a violation of federal or state antitrust statutes; fraud; embezzlement; theft; forgery; bribery; falsification or destruction of records; making false statements; or receiving stolen property;



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are not presently indicted for, or criminally or civilly charged by, a governmental entity (federal, state or local) with committing any of the offenses set forth in subparagraph (b) above;
have not, during the 5 years before the date of this EDS, had one or more public transactions (federal, state or local) terminated for cause or default; and
have not, during the 5 years before the date of this EDS, been convicted, adjudged guilty, or found liable in a civil proceeding, or in any criminal or civil action, including actions concerning environmental violations, instituted by the City or by the federal government, any state, or any other unit of local government.
I certify the above to be true
The Disclosing Parly understands and shall compiy with the applicable requirements of MCC Chapter 2-56 (Inspector General) and Chapter 2-156 (Governmental Ethics).
I certify the above to be true
Neither the Disclosing Party, nor any Contractor, nor any Affiliated Entity of either the Disclosing Party or any Contractor, nor any Agents have, during the 5 years before the date of this EDS, or, with respect to a Contractor, an Affiliated Entity, or an Affiliated Entity of a Contractor during the 5 years before the date of such Contractor's or Affiliated Entity's contract or engagement in connection with the Matter:

bribed or attempted to bribe, or been convicted or adjudged guilty of bribery or attempting to bribe, a public officer or employee of the City, the State of Illinois, or any agency of the federal government or of any state or local government in the United States of America, in that officer's or employee's official capacity;
agreed or colluded with other bidders or prospective bidders, or been a party to any such agreement, or been convicted or adjudged guilty of agreement or collusion among bidders or prospective bidders, in restraint of freedom of competition by agreement to bid a fixed price or otherwise; or
made an admission of such conduct described in subparagraph (a) or (b) above that is a matter of record, but have not been prosecuted for such conduct; or
violated the provisions referenced in MCC Subsection 2-92-320(a)(4)(Contracts Requiring a Base Wage): (a)(5)(Debarment Regulations): or (a)(6)(Minimum Wage Ordinance).
I certify the above to be true
Neither the Disclosing Party, nor any Affiliated Entity or Contractor, or any of their employees, officials, agents or partners, is barred from contracting with any unit of state or local government as a result of engaging in or being convicted of

bid-rigging in violation of 720 ILCS 5/33E-3:
bid-rotating in violation of 720 ILCS 5/33E-4: or




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• any similar offense of any state or of the United States of America that contains the same elements as the offense of bid-rigging or bid-rotating.
I certify the above to be true
7. Neither the Disclosing Party nor any Affiliated Entity is listed on a Sanctions List maintained by the United States Department of Commerce, State, or Treasury, or any successor federal agency.
I certify the above to be true
To the best of the Disclosing Party's knowledge after reasonable inquiry, the folluwing is a complete list of all current employees of the Disclosing Party who were, at any time during the 12-month period preceding the date of this EDS, an employee, or elected or appointed official, of the City of Chicago.
None
To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all gifts that the Disclosing Party has given or caused to be given, at any time during the 12-month period preceding the execution date of this EDS, to an employee, or elected or appointed official, of the City of Chicago. For purposes
of this statement, a "gift" does not include: (i) anything made generally available to City employees or to the general public, or (ii) food or drink provided in the course of official City business and having a retail value of less than $25 per recipient, or (iii) a political contribution otherwise duly reported as required by law.
None
C. CERTIFICATION OF STATUS AS FINANCIAL INSTITUTION

The Disclosing Party certifies, as defined in MCC Section 2-32-455(b). the Disclosing Party
is not a "financial institution"

E. CERTIFICATION REGARDING SLAVERY ERA BUSINESS
Ifthe Disclosing Party cannot make this verification, the Disclosing Party must disclose all required information in the space provided below or in an attachment in the "Additional Info" tab. Failure to comply with these disclosure requirements may make any contract entered into with the City in connection with the Matter voidable by the City.
The Disclosing Party verifies that the Disclosing Party has searched any and all records of the Disclosing Party and any and all predecessor entities regarding records of investments or profits from slavery or slaveholder insurance policies during the slavery


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era (including insurance policies issued to slaveholders that provided coverage for damage to or injury or death of their slaves), and the Disclosing Party has found no such records.
I can make the above verification

SECTION VII - FURTHER ACKNOWLEDGMENTS AND CERTIFICATION

The Disclosing Party understands and agrees that:
The certifications, disclosures, and acknowledgments contained in this EDS will become part of any contract or other agreement between the Applicant and the City in connection with the Matter, whether procurement, City assistance, or other City action, and are material inducements to the City's execution of any contract or taking other action with respect to the Matter. The Disclosing Party understands that it must comply with all statutes, ordinances, and regulations on which this EDS is based.
The City's Governmental Ethics Ordinance, MCC Chapter 2-156. imposes certain duties and obligations on persons or entities seeking City contracts, work, business, or transactions. The full text of this ordinance and a training program is available on line at www.cityofchicaao.org/Ethics . and may also be obtained from the City's Board of Ethics, 740 N. Sedgwick St., Suite 500, Chicago, IL 60610, (312) 744-9660. The Disclosing Party must comply fully with this ordinance.
I acknowledge and consent to the above The Disclosing Party understands and agrees that:
If the City determines that any information provided in this EDS is false, incomplete or inaccurate, any contract or other agreement in connection with which it is submitted may be rescinded or be void or voidable, and the City may pursue any remedies under the contract or agreement (if not rescinded or void), at law, or in equity, including terminating the Disclosing Party's participation in the Matter and/ or declining to allow the Disclosing Party to participate in other City transactions. Remedies at law for a false statement of material fact may include incarceration and an award to the City of treble damages.
It is the City's policy to make this document available to the public on its Internet site and/or upon request. Some or all ofthe information provided in, and appended to, this EDS may be made publicly available on the Internet, in response to a Freedom of Information Act request, or otherwise. By completing and signing this EDS, the Disclosing Party waives and releases any possible rights or claims which it may have against the City in connection with the public release of information contained in this EDS and also authorizes the City to verify the accuracy of any information submitted in this EDS.



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E. The information provided in this EDS must be kept current. In the event of changes, the Disclosing Party must supplement this EDS up to the time the City takes action on the Matter. If the Matter is a contract being handled by the City's Department of Procurement Services, the Disclosing Party must update this EDS as the contract requires. NOTE: With respect to Matters subject to MCC Chapter 1-23. Article I (imposing PERMANENT INELIGIBILITY for certain specified offenses), the information provided herein regarding eligibility must be kept current for a longer period, as required by MCC Chapter 1-23 and Section 2-154-020.

I acknowledge and consent to the above

APPENDIX A - FAMILIAL RELATIONSHIPS WITH ELECTED CITY OFFICIALS AND DEPARTMENT HEADS

This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5%. It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Under MCC Section 2-154-015. the Disclosing Party must disclose whether such Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently has a "familial relationship" with any elected city official or department head. A "familial relationship" exists if, as of the date this EDS is signed, the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof is related to the mayor, any alderman, the city clerk, the city treasurer or any city department head as spouse or domestic partner or as any of the following, whether by blood or adoption: parent, child, brother or sister, aunt or uncle, niece or nephew, grandparent, grandchild, father-in-law, mother-in-law, son-in-law, daughter-in-law, stepfather or stepmother, stepson or stepdaughter, stepbrother or stepsister or half-brother or half-sister.
"Applicable Party" means (1) all executive officers ofthe Disclosing Party listed in Section II.B.1 .a, if the Disclosing Party is a corporation; all partners of the Disclosing Party, if the Disclosing Party is a general partnership; all general partners and limited partners of the Disclosing Party, ifthe Disclosing Party is a limited partnership; all managers, managing members and members of the Disclosing Party, if the Disclosing Party is a limited liability company; (2) all principal officers ofthe Disclosing Party; and (3) any person having more than a 7.5% ownership interest in the Disclosing Party. "Principal officers" means the president, chief operating officer, executive director, chief financial officer, treasurer or secretary of a legal entity or any person exercising similar authority.
Does the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently have a "familial relationship" with an elected city official or department head?



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N/A because the Disclosing Party is neither the Applicant nor has a direct ownership interest

APPENDIX B - BUILDING CODE SCOFFLAW/PROBLEM LANDLORD CERTIFICATION

This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5% (an "Owner"). It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
1. Pursuant to MCC Section 2-154-010. is the Applicant or any Owner identified as a building code scofflaw or problem landlord pursuant to MCC Section 2-92-416??
N/A because the Disclosing party is neither the Applicant nor has a direct ownership interest.

ADDITIONAL INFO

Please add any additional explanatory information here. If explanation is longer than 1000 characters, you may add an attachment below. Please note that your EDS, including all attachments, becomes available for public viewing upon contract award. Your attachments will be viewable "as is" without manual redaction by the City. You are responsible for redacting any non-public information from your documents before uploading.

List of attachments uploaded by vendor None.

CERTIFICATION

Under penalty of perjury, the person signing below: (1) warrants that he/she is authorized to execute this EDS, and all applicable appendices, on behalf of the Disclosing Party, and (2) warrants that all certifications and statements contained in this EDS, and all applicable appendices, are true, accurate and complete as of the date furnished to the City. Submission of this form constitutes making the oath associated with notarization.
/s/07/13/2021 Rosemary Macadie Legal Counsel
MAG Investments US Limited




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This is a printed copy of the Economic Disclosure Statement, the original of which is filed electronically with the City of Chicago. Any alterations must be made electronically, alterations on this printed copy are void and of no effect.



















































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CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT and AFFIDAVIT Related to Contract/Amendment/Solicitation EDS #164433

SECTION I - GENERAL INFORMATION
Legal name of the Disclosing Party submitting the EDS:
MAG US (Apollo) Limited Enter d/b/a if applicable:
The Disclosing Party submitting this EDS is:
a legal entity currently holding an interest in the Applicant The Disclosing Party holds an interest in
MAG US Lounge Management LLC and EDS is 164426
Business address of the Disclosing Party:
Olympic House Manchester Airport Manchester, M90 1QX United Kingdom
Telephone:
+447711574373 Fax:

Email:
rosie.macadie@magairports.com




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Name of contact person:
Rosemary Macadie
Federal Employer Identification No. (if you have one):


SECTION II - DISCLOSURE OF OWNERSHIP INTERESTS
NATURE OF THE DISCLOSING PARTY 1. Indicate the nature ofthe Disclosing Party: Privately held business corporation
Is the Disclosing Party incorporated or organized in the State of Illinois?
No
State or foreign country of incorporation or organization:
United Kingdom
Registered to do business in the State of Illinois as a foreign entity?
No
DISCLOSING PARTY IS A LEGAL ENTITY:
1 .a.1 Does the Disclosing Party have any directors?
Yes
1 .a.3 List below the full names and titles of all executive officers and all directors, if any, of the entity. Do not include any directors who have no power to select the entity's officers.

Officer/Director: Mr. Charles Cornish Title: CEO Role: Director
Officer/Director: Mrs. Janine Bramall Title: CFO Role: Director
Officer/Director: Mr. John O1Toole



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Title: Role:
ceo
Director

2. Ownership Information
Please confirm ownership information concerning each person or entity that having a direct or indirect beneficial interest in excess of 7.5% of the Disclosing Party (your entity). Examples of such an interest include shares in a corporation, partnership interest in a partnership or joint venture, interest of a member or manager in a limited lability company, or interest of a beneficiary of a trust, estate, or other similar entity. Note: Each legal entity below may be required to submit an EDS on its own behalf.
As reported by the Disclosing Party, the immediate owner(s) of the Disclosing Party is/ are listed below:
• Manchester Airport Group Finance Ltd - 100.0%
° Manchester Airport Group Investments Ltd - 100.0% - Manchester Airport Finance Holdings Ltd - 100.0% - Manchester Airports Holdings Ltd - 100.0%
- Manchester City Council - 35.5%
- The Conyers Trust Company (Cayman) Limited for IFM Global Infrastructure Fund - 35.5%
Owner Details

Name Business Address
Manchester Airport Olympic House
Finance Holdings Ltd ,
^ Manchester,
United Kingdom
Manchester Airport Olympic House
Group Finance Ltd ,
r Manchester Airport
Manchester,
United Kingdom
Manchester Airport Manchester, United Kingdom
Manchester Airport Olympic House Group Investments Ltd
Manchester Airports Olympic House
Holdings Ltd ,|109|Manchester Airport




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Manchester,
United Kingdom
Manchester City Town Hall
Council Manchester,
United Kingdom
The Conyers Cricket Square, Hutchins Drive
Trust Company po> Bqx 26Q1
(Cayman) Limited
for IFM Global Grand Cayman >
Infrastructure Fund Cayman Islands

SECTION III -- INCOME OR COMPENSATION TO, OR OWNERSHIP BY, CITY ELECTED OFFICIALS
Has the Disclosing Party provided any income or compensation to any City elected official during the 12-month period preceding the date of this EDS?
No
Does the Disclosing Party reasonably expect to provide any income or compensation to any City elected official during the 12-month period following the date of this EDS?
No
D. Does any City elected official or, to the best ofthe Disclosing Party's knowledge after reasonable inquiry, any City elected official's spouse or domestic partner, have a financial interest (as defined in Chapter 2-156 ofthe Municipal Code ("MCC")) in the Disclosing Party?

No

SECTION V - CERTIFICATIONS

A. COURT-ORDERED CHILD SUPPORT COMPLIANCE
Under MCC Section 2-92-415. substantial owners of business entities that contract with the City must remain in compliance with their child support obligations throughout the contract's term.
Has any person who directly or indirectly owns 10% or more ofthe Disclosing Party been declared in arrearage of any child support obligations by any Illinois court of competent jurisdiction?




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Not applicable because no person directly or indirectly owns 10% or more of the Disclosing Party
B. FURTHER CERTIFICATIONS
[This certification applies only if the Matter is a contract being handled by the City's Department of Procurement Services.] In the 5-year period preceding the date of this EDS, neither the Disclosing Party nor any Affiliated Entity has engaged, in connection with the performance of any public contract, the services of an integrity monitor, independent private sector inspector general, or integrity compliance consultant (i.e. an individual or entity with legal, auditing, investigative, or other similar skills, designated by a public agency to help the agency monitor the activity of specified agency vendors as well as help the vendors reform their business practices so they can be considered for agency contracts in the future, or continue with a contract in progress).
I certify the above to be true
The Disclosing Party and its Affiliated Entities are not delinquent in the payment of any fine, fee, tax or other source of indebtedness owed to the City of Chicago, including, but not limited to, water and sewer charges, license fees, parking tickets, property taxes and sales taxes, nor is the Disclosing Party delinquent in the payment of any tax administered by the Illinois Department of Revenue.
I certify the above to be true
The Disclosing Party and, ifthe Disclosing Party is a legal entity, all of those persons or entities identified in Section 11(B)(1) of this EDS:

are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from any transactions by any federal, state or local unit of government;
have not, during the 5 years before the date of this EDS, been convicted of a criminal offense, adjudged guilty, or had a civil judgment rendered against them in connection with: obtaining, attempting to obtain, or performing a public (federal, state or local) transaction or contract under a public transaction; a violation of federal or state antitrust statutes; fraud; embezzlement; theft; forgery; bribery; falsification or destruction of records; making false statements; or receiving stolen property;
are not presently indicted for, or criminally or civilly charged by, a governmental entity (federal, state or local) with committing any of the offenses set forth in subparagraph (b) above;
have not, during the 5 years before the date of this EDS, had one or more public transactions (federal, state or local) terminated for cause or default; and
have not, during the 5 years before the date of this EDS, been convicted, adjudged guilty, or found liable in a civil proceeding, or in any criminal or civil action, including




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actions concerning environmental violations, instituted by the City or by the federal government, any state, or any other unit of local government.
I certify the above to be true
The Disclosing Party understands and shall comply with the applicable requirements of MCC Chapter 2-56 (Inspector General) and Chapter 2-156 (Governmental Ethics).
I certify the above to be true
Neither the Disclosing Party, nor any Contractor, nor any Affiliated Entity of either the Disclosing Party or any Contractor, nor any Agents have, during the 5 years before the date of this EDS, or, wit! ¦ respect to a Contractor, an Affiliated Entity, or an Affiliated Entity of a Contractor during the 5 years before the date of such Contractor's or Affiliated Entity's contract or engagement in connection with the Matter:

bribed or attempted to bribe, or been convicted or adjudged guilty of bribery or attempting to bribe, a public officer or employee of the City, the State of Illinois, or any agency of the federal government or of any state or local government in the United States of America, in that officer's or employee's official capacity;
agreed or colluded with other bidders or prospective bidders, or been a party to any such agreement, or been convicted or adjudged guilty of agreement or collusion among bidders or prospective bidders, in restraint of freedom of competition by agreement to bid a fixed price or otherwise; or
made an admission of such conduct described in subparagraph (a) or (b) above that is a matter of record, but have not been prosecuted for such conduct; or
violated the provisions referenced in MCC Subsection 2-92-320(a)(4)fContracts Requiring a Base Wage): (a)(5)(Debarment Regulations): or (a)(6)(Minimum Wage Ordinance).
I certify the above to be true
Neither the Disclosing Party, nor any Affiliated Entity or Contractor, or any of their employees, officials, agents or partners, is barred from contracting with any unit of state or local government as a result of engaging in or being convicted of

bid-rigging in violation of 720 ILCS 5/33E-3:
bid-rotating in violation of 720 ILCS 5/33E-4: or
any similar offense of any state or of the United States of America that contains the same elements as the offense of bid-rigging or bid-rotating.
I certify the above to be true
Neither the Disclosing Party nor any Affiliated Entity is listed on a Sanctions List maintained by the United States Department of Commerce, State, or Treasury, or any successor federal agency.



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I certify the above to be true
To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all current employees of the Disclosing Party who were, at any time during the 12-month period preceding the date of this EDS, an employee, or elected or appointed official, of the City of Chicago.
None
To the best of the Disclosing Party's knowledge after reasonable inquiry, the . following is a complete list of all gifts that the Disclosing Party has given or caused to be given, at any time during the 12-month period preceding the execution date of this EDS, to an employee, or elected or appointed official, ofthe City of Chicago. For purposes
of this statement, a "gift" does not include: (i) anything made generally available to City employees or to the general public, or (ii) food or drink provided in the course of official City business and having a retail value of less than $25 per recipient, or (iii) a political contribution otherwise duly reported as required by law.
None
C. CERTIFICATION OF STATUS AS FINANCIAL INSTITUTION
The Disclosing Party certifies, as defined in MCC Section 2-32-455(b). the Disclosing Party
is not a "financial institution"
E. CERTIFICATION REGARDING SLAVERY ERA BUSINESS
Ifthe Disclosing Party cannot make this verification, the Disclosing Party must disclose all required information in the space provided below or in an attachment in the "Additional Info" tab. Failure to comply with these disclosure requirements may make any contract entered into with the City in connection with the Matter voidable by the City.
The Disclosing Party verifies that the Disclosing Party has searched any and all records of the Disclosing Party and any and all predecessor entities regarding records of investments or profits from slavery or slaveholder insurance policies during the slavery era (including insurance policies issued to slaveholders that provided coverage for damage to or injury or death of their slaves), and the Disclosing Party has found no such records.
I can make the above verification







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SECTION VII - FURTHER ACKNOWLEDGMENTS AND CERTIFICATION

The Disclosing Party understands and agrees that:
The certifications, disclosures, and acknowledgments contained in this EDS will become part of any contract or other agreement between the Applicant and the City in connection with the Matter, whether procurement, City assistance, or other City action, and are material inducements to the City's execution of any contract or taking other action with respect to the Matter. The Disclosing Party understands that it must comply with all statutes, ordinances, and regulations on which this EDS is based.
The City s Governmental Ethics Ordinance, MCC Chapter 2-156. imposes certain duties and obligations on persons or entities seeking City contracts, work, business, or transactions. The full text of this ordinance and a training program is available on line at www.cityofchicago.org/Ethics , and may also be obtained from the City's Board of Ethics, 740 N. Sedgwick St., Suite 500, Chicago, IL 60610, (312) 744-9660. The Disclosing Party must comply fully with this ordinance.
I acknowledge and consent to the above The Disclosing Party understands and agrees that:
If the City determines that any information provided in this EDS is false, incomplete or inaccurate, any contract or other agreement in connection with which it is submitted may be rescinded or be void or voidable, and the City may pursue any remedies under the contract or agreement (if not rescinded or void), at law, or in equity, including terminating the Disclosing Party's participation in the Matter and/ or declining to allow the Disclosing Party to participate in other City transactions. Remedies at law for a false statement of material fact may include incarceration and an award to the City of treble damages.
It is the City's policy to make this document available to the public on its Internet site and/or upon request. Some or all of the information provided in, and appended to, this EDS may be made publicly available on the Internet, in response to a Freedom of Information Act request, or otherwise. By completing and signing this EDS, the Disclosing Party waives and releases any possible rights or claims which it may have against the City in connection with the public release of information contained in this EDS and also authorizes the City to verify the accuracy of any information submitted in this EDS.
The information provided in this EDS must be kept current. In the event of changes, the Disclosing Party must supplement this EDS up to the time the City takes action on the Matter. If the Matter is a contract being handled by the City's Department of Procurement Services, the Disclosing Party must update this EDS as the contract requires. NOTE: With respect to Matters subject to MCC Chapter 1-23. Article
I (imposing PERMANENT INELIGIBILITY for certain specified offenses), the



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information provided herein regarding eligibility must be kept current for a longer period, as required by MCC Chapter 1-23 and Section 2-154-020.

I acknowledge and consent to the above

APPENDIX A - FAMILIAL RELATIONSHIPS WITH ELECTED CITY OFFICIALS AND DEPARTMENT HEADS

This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5%. It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Under MCC Section 2-154-015. the Disclosing Party must disclose whether such Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently has a "familial relationship" with any elected city official or department head. A "familial relationship" exists if, as ofthe date this EDS is signed, the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof is related to the mayor, any alderman, the city clerk, the city treasurer or any city department head as spouse or domestic partner or as any of the following, whether by blood or adoption: parent, child, brother or sister, aunt or uncle, niece or nephew, grandparent, grandchild, father-in-law, mother-in-law, son-in-law, daughter-in-law, stepfather or stepmother, stepson or stepdaughter, stepbrother or stepsister or half-brother or half-sister.
"Applicable Party" means (1) all executive officers of the Disclosing Party listed in Section II.B.I.a, ifthe Disclosing Party is a corporation; all partners ofthe Disclosing Party, if the Disclosing Party is a general partnership; all general partners and limited partners of the Disclosing Party, if the Disclosing Party is a limited partnership; all managers, managing members and members of trie Disclosing Party, if the Disclosing Party is a limited liability company; (2) all principal officers of the Disclosing Party; and (3) any person having more than a 7.5% ownership interest in the Disclosing Party. "Principal officers" means the president, chief operating officer, executive director, chief financial officer, treasurer or secretary of a legal entity or any person exercising similar authority.
Does the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently have a "familial relationship" with an elected city official or department head?
N/A because the Disclosing Party is neither the Applicant nor has a direct ownership interest







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APPENDIX B - BUILDING CODE SCOFFLAW/PROBLEM LANDLORD CERTIFICATION

This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5% (an "Owner"). It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
1. Pursuant to MCC Section 2-154-010. is the Applicant or any Owner identified as a building code scofflaw or problem landlord pursuant to MCC Section 2-92-416??
N/A because the Disclosing party is neither the Applicant nor has a direct ownership interest.

ADDITIONAL INFO

Please add any additional explanatory information here. If explanation is longer than 1000 characters, you may add an attachment below. Please note that your EDS, including all attachments, becomes available for public viewing upon contract award. Your attachments will be viewable "as is" without manual redaction by the City. You are responsible for redacting any non-public information from your documents before uploading.

List of attachments uploaded by vendor None.
CERTIFICATION

Under penalty of perjury, the person signing below: (1) warrants that he/she is authorized to execute this EDS, and all applicable appendices, on behalf of the Disclosing Party, and (2) warrants that all certifications and statements contained in this EDS, and all applicable appendices, are true, accurate and complete as of the date furnished to the City. Submission of this form constitutes making the oath associated with notarization.
Is/ 07/13/2021 Rosemary Macadie Legal Counsel MAG US (Apollo) Limited
This is a printed copy of the Economic Disclosure Statement, the original of which is filed electronically with the City of Chicago. Any alterations must be made electronically, alterations on this printed copy are void and of no effect.



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CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT and AFFIDAVIT Related to Contract/Amendment/Solicitation EDS #164434

SECTION I - GENERAL INFORMATION
Legal name of the Disclosing Party submitting the EDS:
Manchester Airport Group Finance Ltd. Enter d/b/a if applicable:
The Disclosing Party submitting this EDS is:
a legal entity currently holding an interest in the Applicant The Disclosing Party holds an interest in
MAG US Lounge Management LLC and EDS is 164426
Business address ofthe Disclosing Party:
Olympic House Manchester Airport Manchester, M90 1QX United Kingdom
Telephone:
+447711574373 Fax:

Email:
rosie.macadie@magairports.com




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Name of contact person:
Miss Rosemary Macadie
Federal Employer Identification No. (if you have one):


SECTION II - DISCLOSURE OF OWNERSHIP INTERESTS
NATURE OF THE DISCLOSING PARTY 1. Indicate the nature ofthe Disclosing Party: Privately held business corporation
Is the Disclosing Party incorporated or organized in the State of Illinois?
No

State or foreign country of incorporation or organization:
United Kingdom
Registered to do business in the State of Illinois as a foreign entity?
No
DISCLOSING PARTY IS A LEGAL ENTITY: 1.a.1 Does the Disclosing Party have any directors?
Yes

1 .a.3 List below the full names and titles of all executive officers and all directors, if any, of the entity. Do not include any directors who have no power to select the entity's officers.

Officer/Director: Mr. Charles Cornish Title: CEO Role: Director
Officer/Director: Mrs. Janine Brammal Title: CFO Role: Director
Officer/Director: Mr. John O'Toole



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Title: Role:
ceo
Director

2. Ownership Information
Please confirm ownership information concerning each person or entity that having a direct or indirect beneficial interest in excess of 7.5% of the Disclosing Party (your entity). Examples of such an interest include shares in a corporation, partnership interest in a partnership or joint venture, interest of a member or manager in a limited lability company, or interest of a beneficiary of a trust, estate, or other similar entity. Note: Each legal entity below may be required to submit an EDS on its own behalf.
As reported by the Disclosing Party, the immediate owner(s) of the Disclosing Party is/ are listed below:
• Manchester Airport Group Investments Ltd - 100.0% o Manchester Airport Finance Holdings Ltd - 100.0% - Manchester Airports Holdings Ltd - 100.0%
Manchester City Council - 35.5%
The Conyers Trust Company (Cayman) Limited for IFM Global Infrastructure Fund - 35.5%
Owner Details
Name Business Address
Manchester,
Manchester Airport Olympic House
United Kingdom Olympic House
Finance Holdings Ltd
Manchester Airport Manchester,

Manchester Airport Group Investments
United Kingdom Olympic House
Ltd
Manchester Airport Manchester, United Kingdom

Manchester Airports Holdings Ltd
Manchester City Council
Town Hall
Manchester, United Kingdom



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The Conyers Cricket Square, Hutchins Drive
Trust Company p^ Bqx 2g81
(Cayman) Limited
for IFM Global Grand Cayman ,
Infrastructure Fund Cayman Islands

SECTION III - INCOME OR COMPENSATION TO, OR OWNERSHIP BY, CITY ELECTED OFFICIALS
Has the Disclosing Party provided any income or compensation to any City elected official during the 12-month period preceding the date of this EDS?

No
Does the Disclosing Party reasonably expect to provide any income or compensation to any City elected official during the 12-month period following the date of this EDS?
No
D. Does any City elected official or, to the best of the Disclosing Party's knowledge after reasonable inquiry, any City elected official's spouse or domestic partner, have a financial interest (as defined in Chapter 2-156 of the Municipal Code ("MCC")) in the Disclosing Party?
No
SECTION V - CERTIFICATIONS
COURT-ORDERED CHILD SUPPORT COMPLIANCE
Under MCC Section 2-92-415. substantial owners of business entities that contract with the City must remain in compliance with their child support obligations throughout the contract's term.
Has any person who directly or indirectly owns 10% or more ofthe Disclosing Party been declared in arrearage of any child support obligations by any Illinois court of competent jurisdiction?
Not applicable because no person directly or indirectly owns 10% or more of the Disclosing Party
FURTHER CERTIFICATIONS
1. [This certification applies only if the Matter is a contract being handled by the City's Department of Procurement Services.] In the 5-year period preceding the date of this



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EDS, neither the Disclosing Party nor any Affiliated Entity has engaged, in connection with the performance of any public contract, the services of an integrity monitor, independent private sector inspector general, or integrity compliance consultant (i.e. an individual or entity with legal, auditing, investigative, or other similar skills, designated by a public agency to help the agency monitor the activity of specified agency vendors as well as help the vendors reform their business practices so they can be considered for agency contracts in the future, or continue with a contract in progress).
I certify the above to be true
The Disclosing Party and its Affiliated Entities are not delinquent in the payment of any fine, fee, tax or other source of indebtedness owed to the City of Chicago, including, but not limited to, water and sewer charges, license fees, parking tickets, property taxes and sales taxes, nor is the Disclosing Party delinquent in the payment of any tax administered by the Illinois Department of Revenue.
I certify the above to be true
The Disclosing Party and, if the Disclosing Party is a legal entity, all of those persons or entities identified in Section 11(B)(1) of this EDS:

are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from any transactions by any federal, state or local unit of government;
have not, during the 5 years before the date of this EDS, been convicted of a criminal offense, adjudged guilty, or had a civil judgment rendered against them in connection with: obtaining, attempting to obtain, or performing a public (federal, state or local) transaction or contract under a public transaction; a violation of federal or state antitrust statutes; fraud; embezzlement; theft; forgery; bribery; falsification or destruction of records; making false statements; or receiving stolen property;
are not presently indicted for, or criminally or civilly charged by, a governmental entity (federal, state or local) with committing any of the offenses set forth in subparagraph (b) above;
have not, during the 5 years before the date of this EDS, had one or more public transactions (federal, state or local) terminated for cause or default; and
have not, during the 5 years before the date of this EDS, been convicted, adjudged guilty, or found liable in a civil proceeding, or in any criminal or civil action, including actions concerning environmental violations, instituted by the City or by the federal government, any state, or any other unit of local government.
I certify the above to be true
The Disclosing Party understands and shall comply with the applicable requirements of MCC Chapter 2-56 (Inspector General) and Chapter 2-156 (Governmental Ethics).




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I certify the above to be true
Neither the Disclosing Party, nor any Contractor, nor any Affiliated Entity of either the Disclosing Party or any Contractor, nor any Agents have, during the 5 years before the date of this EDS, or, with respect to a Contractor, an Affiliated Entity, or an Affiliated Entity of a Contractor during the 5 years before the date of such Contractor's or Affiliated Entity's contract or engagement in connection with the Matter:

bribed or attempted to bribe, or been convicted or adjudged guilty of bribery or attempting to bribe, a public officer or employee of the City, the State of Illinois, or any agency of the federal government or of any state or local government in the United States of America, in that officer's or employee's official capacity;
agreed or colluded with other bidders or prospective bidders, or been a party to any such agreement, or been convicted or adjudged guilty of agreement or collusion among bidders or prospective bidders, in restraint of freedom of competition by agreement to bid a fixed price or otherwise; or
made an admission of such conduct described in subparagraph (a) or (b) above that is a matter of record, but have not been prosecuted for such conduct; or
violated the provisions referenced in MCC Subsection 2-92-320(a)(4)(Contracts Requiring a Base Wage): (a)(5)(Debarment Regulations): or (a)(6)(Minimum Wage Ordinance).
I certify the above to be true
Neither the Disclosing Party, nor any Affiliated Entity or Contractor, or any of their employees, officials, agents or partners, is barred from contracting with any unit of state or local government as a result of engaging in or being convicted of

bid-rigging in violation of 720 ILCS 5/33E-3:
bid-rotating in violation of 720 ILCS 5/33E-4: or
any similar offense of any state or of the United States of America that contains the same elements as the offense of bid-rigging or bid-rotating.
I certify the above to be true
Neither the Disclosing Party nor any Affiliated Entity is listed on a Sanctions List maintained by the United States Department of Commerce, State, or Treasury, or any successor federal agency.
I certify the above to be true
11. To the best ofthe Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all current employees of the Disclosing Party who were, at any time during the 12-month period preceding the date of this EDS, an employee, or elected or appointed official, ofthe City of Chicago.




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None
12. To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of ail gifts that the Disclosing Party has given or caused to be given, at any time during the 12-month period preceding the execution date of this EDS, to an employee, or elected or appointed official, of the City of Chicago. For purposes of this statement, a "gift" does not include: (i) anything made generally available to City employees or to the general public, or (ii) food or drink provided in the course of official City business and having a retail value of less than $25 per recipient, or (iii) a political contribution otherwise duly reported as required by law.
None
C. CERTIFICATION OF STATUS AS FINANCIAL INSTITUTION
The Disclosing Party certifies, as defined in MCC Section 2-32-455(b). the Disclosing Party
is not a "financial institution"
E. CERTIFICATION REGARDING SLAVERY ERA BUSINESS
If the Disclosing Party cannot make this verification, the Disclosing Party must disclose all required information in the space provided below or in an attachment in the "Additional Info" tab. Failure to comply with these disclosure requirements may make any contract entered into with the City in connection with the Matter voidable by the City.
The Disclosing Party verifies that the Disclosing Party has searched any and all records of the Disclosing Party and any and all predecessor entities regarding records of investments or profits from slavery or slaveholder insurance policies during the slavery era (including insurance policies issued to slaveholders that provided coverage for damage to or injury or death of their slaves), and the Disclosing Party has found no such records.
I can make the above verification

SECTION VII - FURTHER ACKNOWLEDGMENTS AND CERTIFICATION

The Disclosing Party understands and agrees that:

A. The certifications, disclosures, and acknowledgments contained in this EDS will become part of any contract or other agreement between the Applicant and the City in connection with the Matter, whether procurement, City assistance, or other City action, and are material inducements to the City's execution of any contract or taking other action with respect to the Matter. The Disclosing Party understands



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that it must comply with all statutes, ordinances, and regulations on which this EDS is based.
The City's Governmental Ethics Ordinance, MCC Chapter 2-156. imposes certain duties and obligations on persons or entities seeking City contracts, work, business, or transactions. The full text of this ordinance and a training program is available on line at www.cityofchicago.org/Ethics . and may also be obtained from the City's Board of Ethics, 740 N. Sedgwick St., Suite 500, Chicago, IL 60610, (312) 744-9660. The Disclosing Party must comply fully with this ordinance.

I acknowledge and consent to the above
The Disclosing Party understands and agrees that:
If the City determines that any information provided in this EDS is false, incomplete or inaccurate, any contract or other agreement in connection with which it is submitted may be rescinded or be void or voidable, and the City may pursue any remedies under the contract or agreement (if not rescinded or void), at law, or in equity, including terminating the Disclosing Party's participation in the Matter and/ or declining to allow the Disclosing Party to participate in other City transactions. Remedies at law for a false statement of material fact may include incarceration and an award to the City of treble damages.
It is the City's policy to make this document available to the public on its Internet site and/or upon request. Some or all ofthe information provided in, and appended to, this EDS may be made publicly available on the Internet, in response to a Freedom of Information Act request, or otherwise. By completing and signing this EDS, the Disclosing Party waives and releases any possible rights or claims which it may have against the City in connection with the public release of information contained in this EDS and also authorizes the City to verify the accuracy of any information submitted in this EDS.
The information provided in this EDS must be kept current. In the event of changes, the Disclosing Party must supplement this EDS up to the time the City takes action on the Matter. If the Matter is a contract being handled by the City's Department of Procurement Services, the Disclosing Party must update this EDS as the contract requires. NOTE: With respect to Matters subject to MCC Chapter 1-23. Article
I (imposing PERMANENT INELIGIBILITY for certain specified offenses), the information provided herein regarding eligibility must be kept current for a longer period, as required by MCC Chapter 1-23 and Section 2-154-020.

I acknowledge and consent to the above








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APPENDIX A - FAMILIAL RELATIONSHIPS WITH ELECTED CITY OFFICIALS AND DEPARTMENT HEADS

This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5%. It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Under MCC Section 2-154-015. the Disclosing Party must disclose whether such Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently has a "familial relationship" with any elected city official or department head. A "familial relationship" exists if. as of the date this EDS is signed, the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof is related to the mayor, any alderman, the city clerk, the city treasurer or any city department head as spouse or domestic partner or as any of the following, whether by blood or adoption: parent, child, brother or sister, aunt or uncle, niece or nephew, grandparent, grandchild, father-in-law, mother-in-law, son-in-law, daughter-in-law, stepfather or stepmother, stepson or stepdaughter, stepbrother or stepsister or half-brother or half-sister.
"Applicable Party" means (1) all executive officers ofthe Disclosing Party listed in Section II.B.I.a, ifthe Disclosing Party is a corporation; all partners ofthe Disclosing Party, if the Disclosing Party is a general partnership; all general partners and limited partners of the Disclosing Party, if the Disclosing Party is a limited partnership; all managers, managing members and members of the Disclosing Party, if the Disclosing Party is a limited liability company; (2) all principal officers ofthe Disclosing Party; and (3) any person having more than a 7.5% ownership interest in the Disclosing Party. "Principal officers" means the president, chief operating officer, executive director, chief financial officer, treasurer or secretary of a legal entity or any person exercising similar authority.
Does the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently have a "familial relationship" with an elected city official or department head?
N/A because the Disclosing Party is neither the Applicant nor has a direct ownership interest

APPENDIX B - BUILDING CODE SCOFFLAW/PROBLEM LANDLORD CERTIFICATION

This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5% (an "Owner"). It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.



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1. Pursuant to MCC Section 2-154-010. is the Applicant or any Owner identified as a building code scofflaw or problem landlord pursuant to MCC Section 2-92-416??
N/A because the Disclosing party is neither the Applicant nor has a direct ownership interest.

ADDITIONAL INFO

Please add any additional explanatory information here. If explanation is longer than 1000 characters, you may add an attachment below. Please note that your EDS, including all attachments, becomes available for public viewing upon contract award. Your attachments will be viewable "as is" v'ithout manual redaction by the City. You are responsible for redacting any non-public information from your documents before uploading.

List of attachments uploaded by vendor None.
CERTIFICATION

Under penalty of perjury, the person signing below: (1) warrants that he/she is authorized to execute this EDS, and all applicable appendices, on behalf of the Disclosing Party, and (2) warrants that all certifications and statements contained in this EDS, and all applicable appendices, are true, accurate and complete as of the date furnished to the City. Submission of this form constitutes making the oath associated with notarization.
Is/ 07/13/2021
Miss Rosemary Macadie
Legal Counsel
Manchester Airport Group Finance Ltd
This is a printed copy of the Economic Disclosure Statement, the original of which is filed electronically with the City of Chicago. Any alterations must be made electronically, alterations on this printed copy are void and of no effect.













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CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT and AFFIDAVIT Related to Contract/Amendment/Solicitation EDS #164435

SECTION I -- GENERAL INFORMATION
Legal name of the Disclosing Party submitting the EDS:
Manchester Airport Group Investments Ltd Enter d/b/a if applicable:

The Disclosing Party submitting this EDS is:
a legal entity currently holding an interest in the Applicant The Disclosing Party holds an interest in
MAG US Lounge Management LLC and EDS is 164426
Business address of the Disclosing Party:
Olympic House Manchester Airport Manchester, M90 1QX United Kingdom
Telephone:
+447711574373
Fax: Email:
rosie.macadie@magairports.com




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Name of contact person:
Rosemary Macadie
Federal Employer Identification No. (if you have one):

SECTION II - DISCLOSURE OF OWNERSHIP INTERESTS
NATURE OF THE DISCLOSING PARTY
1. Indicate the nature of the Disclosing Party:
Privately held business corporation
Is the Disclosing Party incorporated or organized in the State of Illinois?
No
State or foreign country of incorporation or organization:
United Kingdom
Registered to do business in the State of Illinois as a foreign entity?
No
DISCLOSING PARTY IS A LEGAL ENTITY:
1 .a.1 Does the Disclosing Party have any directors?
Yes
1 .a.3 List below the full names and titles of all executive officers and all directors, if any, of the entity. Do not include any directors who have no power to select the entity's officers.

Officer/Director: Charles Cornish Title: CEO Role: Director
Officer/Director: Janine Bramall Title: CFO Role: Director
Officer/Director: John 0'Toole



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Title: Role:
ceo
Director

2. Ownership Information
Please confirm ownership information concerning each person or entity that having a direct or indirect beneficial interest in excess of 7.5% of the Disclosing Party (your entity). Examples of such an interest include shares in a corporation, partnership interest in a partnership or joint venture, interest of a member or manager in a limited lability company, or interest of a beneficiary of a trust, estate, or other similar entity. Note: Each legal entity below may be required to submit an EDS on its own behalf.
As reported by the Disclosing Party, the immediate owner(s) of the Disclosing Party is/ are listed below:
• Manchester Airport Finance Holdings Ltd - 100.0% o Manchester Airports Holdings Ltd - 100.0%
Manchester City Council - 35.5%
The Conyers Trust Company (Cayman) Limited for IFM Global Infrastructure Fund - 35.5%
Owner Details
Name Business Address
Manchester,
Manchester Airport Olympic House
United Kingdom Olympic House
Finance Holdings Ltd
Manchester Airport Manchester, United Kingdom

Manchester Airports Holdings Ltd
Manchester City Council
Town Hall
Manchester, United Kingdom
The Conyers Trust Company (Cayman) Limited for IFM Global Infrastructure Fund
Cricket Square, Hutchins Drive
P.O. Box 2681
Grand Cayman , Cayman Islands





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SECTION ill INCOME OR COMPENSATION TO, OR OWNERSHIP BY, CITY ELECTED OFFICIALS
Has the Disclosing Party provided any income or compensation to any City elected official during the 12-month period preceding the date of this EDS?
No
Does the Disclosing Party reasonably expect to provide any income or compensation to any City elected official during the 12-month period following the date of this EDS?
No
D. Does any City elected official or, to the best of the Disclosing Party's knowledge after reasonable inquiry, any City elected official's spouse or domestic partner, have a financial interest (as defined in Chapter 2-156 ofthe Municipal Code ("MCC")) in the Disclosing Party?

No

SECTION V - CERTIFICATIONS
COURT-ORDERED CHILD SUPPORT COMPLIANCE
Under MCC Section 2-92-415. substantial owners of business entities that contract with the City must remain in compliance with their child support obligations throughout the contract's term.
Has any person who directly or indirectly owns 10% or more of the Disclosing Party been declared in arrearage of any child support obligations by any Illinois court of competent jurisdiction?
Not applicable because no person directly or indirectly owns 10% or more of the Disclosing Party
FURTHER CERTIFICATIONS
1. [This certification applies only ifthe Matter is a contract being handled by the City's Department of Procurement Services.] In the 5-year period preceding the date of this EDS, neither the Disclosing Party nor any Affiliated Entity has engaged, in connection with the performance of any public contract, the services of an integrity monitor, independent private sector inspector general, or integrity compliance consultant (i.e. an individual or entity with legal, auditing, investigative, or other similar skills, designated by a public agency to help the agency monitor the activity of specified agency vendors as well as help the vendors reform their business practices so they can be considered for agency contracts in the future, or continue with a contract in progress).


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I certify the above to be true
The Disclosing Party and its Affiliated Entities are not delinquent in the payment of any fine, fee, tax or other source of indebtedness owed to the City of Chicago, including, but not limited to, water and sewer charges, license fees, parking tickets, property taxes and sales taxes, nor is the Disclosing Party delinquent in the payment of any tax administered by the Illinois Department of Revenue.
I certify the above to be true
The Disclosing Party and, ifthe Disclosing Party is a legal entity, all of those persons or entities identified in Section 11(B)(1) of this EDS:

are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from any transactions by any federal, state or local unit of government;
have not, during the 5 years before the date of this EDS, been convicted of a criminal offense, adjudged guilty, or had a civil judgment rendered against them in connection with: obtaining, attempting to obtain, or performing a public (federal, state or local) transaction or contract under a public transaction; a violation of federal or state antitrust statutes; fraud; embezzlement; theft; forgery; bribery; falsification or destruction of records; making false statements; or receiving stolen property;
are not presently indicted for, or criminally or civilly charged by, a governmental entity (federal, state or local) with committing any of the offenses set forth in subparagraph (b) above;
have not, during the 5 years before the date of this EDS, had one or more public transactions (federal, state or local) terminated for cause or default; and
have not, during the 5 years before the date of this EDS, been convicted, adjudged guilty, or found liable in a civil proceeding, or in any criminal or civil action, including actions concerning environmental violations, instituted by the City or by the federal government, any state, or any other unit of local government.
I certify the above to be true
The Disclosing Party understands and shall comply with the applicable requirements of MCC Chapter 2-56 (Inspector General) and Chapter 2-156 (Governmental Ethics).
I certify the above to be true
Neither the Disclosing Party, nor any Contractor, nor any Affiliated Entity of either the Disclosing Party or any Contractor, nor any Agents have, during the 5 years before the date of this EDS, or, with respect to a Contractor, an Affiliated Entity, or an Affiliated Entity of a Contractor during the 5 years before the date of such Contractor's or Affiliated Entity's contract or engagement in connection with the Matter:




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bribed or attempted to bribe, or been convicted or adjudged guilty of bribery or attempting to bribe, a public officer or employee of the City, the State of Illinois, or any agency of the federal government or of any state or local government in the United States of America, in that officer's or employee's official capacity;
agreed or colluded with other bidders or prospective bidders, or been a party to any such agreement, or been convicted or adjudged guilty of agreement or collusion among bidders or prospective bidders, in restraint of freedom of competition by agreement to bid a fixed price or otherwise; or
made an admission of such conduct described in subparagraph (a) or (b) above that is a matter of record, but have not been prosecuted for such conduct; or
violated the provisions referenced in MCC Subsection 2-92-320(a)(4)(Contracts Requiring a Base Wane): (a)(5)^Debarment Regulations): or (a)(6)(Minimum Wage Ordinance).
I certify the above to be true
Neither the Disclosing Party, nor any Affiliated Entity or Contractor, or any of their employees, officials, agents or partners, is barred from contracting with any unit of state or local government as a result of engaging in or being convicted of

bid-rigging in violation of 720 ILCS 5/33E-3:
bid-rotating in violation of 720 ILCS 5/33E-4: or
any similar offense of any state or of the United States of America that contains the same elements as the offense of bid-rigging or bid-rotating.
I certify the above to be true
Neither the Disclosing Party nor any Affiliated Entity is listed on a Sanctions List maintained by the United States Department of Commerce, State, or Treasury, or any successor federal agency.
I certify the above to be true
To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all current employees of the Disclosing Party who were, at any time during the 12-month period preceding the date of this EDS, an employee, or elected or appointed official, of the City of Chicago.
None
To the best ofthe Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all gifts that the Disclosing Party has given or caused to be given, at any time during the 12-month period preceding the execution date of this EDS, to an employee, or elected or appointed official, of the City of Chicago. For purposes
of this statement, a "gift" does not include: (i) anything made generally available to City employees or to the general public, or (ii) food or drink provided in the course of official



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City business and having a retail value of less than $25 per recipient, or (iii) a political contribution otherwise duly reported as required by law.
None
C. CERTIFICATION OF STATUS AS FINANCIAL INSTITUTION
The Disclosing Party certifies, as defined in MCC Section 2-32-455(b). the Disclosing Party
is not a "financial institution"
E. CERTIFICATION REGARDING SLAVERY ERA BUSINESS
If the Disclosing Party cannot make this verification, the Disclosing Party must disclose all required information in the space provided below or in an attachment in the "Additional Info" tab. Failure to comply with these disclosure requirements may make any contract entered into with the City in connection with the Matter voidable by the City.
The Disclosing Party verifies that the Disclosing Party has searched any and all records of the Disclosing Party and any and all predecessor entities regarding records of investments or profits from slavery or slaveholder insurance policies during the slavery era (including insurance policies issued to slaveholders that provided coverage for damage to or injury or death of their slaves), and the Disclosing Party has found no such records.
I can make the above verification

SECTION VII - FURTHER ACKNOWLEDGMENTS AND CERTIFICATION

The Disclosing Party understands and agrees that:
The certifications, disclosures, and acknowledgments contained in this EDS will become part of any contract or other agreement between the Applicant and the City in connection with the Matter, whether procurement, City assistance, or other City action, and are material inducements to the City's execution of any contract or taking other action with respect to the Matter. The Disclosing Party understands that it must comply with all statutes, ordinances, and regulations on which this EDS is based.
The City's Governmental Ethics Ordinance, MCC Chapter 2-156. imposes certain duties and obligations on persons or entities seeking City contracts, work, business, or transactions. The full text of this ordinance and a training program is available on line at www.cityofchicago.org/Ethics . and may also be obtained from





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the City's Board of Ethics, 740 N. Sedgwick St., Suite 500, Chicago, IL 60610, (312) 744-9660. The Disclosing Party must comply fully with this ordinance.

I acknowledge and consent to the above
The Disclosing Party understands and agrees that:
If the City determines that any information provided in this EDS is false, incomplete or inaccurate, any contract or other agreement in connection with which it is submitted may be rescinded or be void or voidable, and the City may pursue any remedies under the contract or agreement (if not rescinded or void), at law, or in equity, including terminating the Disclosing Party's participation in the Matter and/ or declining to allow the Disclosing Party to participate in other City transactions. Remedies at law for a false statement of material fact may include incarceration and an award to the City of treble damages.
It is the City's policy to make this document available to the public on its Internet site and/or upon request. Some or all of the information provided in, and appended to, this EDS may be made publicly available on the Internet, in response to a Freedom of Information Act request, or otherwise. By completing and signing this EDS, the Disclosing Party waives and releases any possible rights or claims which it may have against the City in connection with the public release of information contained in this EDS and also authorizes the City to verify the accuracy of any information submitted in this EDS.
The information provided in this EDS must be kept current. In the event of changes, the Disclosing Party must supplement this EDS up to the time the City takes action on the Matter. If the Matter is a contract being handled by the City's Department of Procurement Services, the Disclosing Party must update this EDS as the contract requires. NOTE: With respect to Matters subject to MCC Chapter 1-23. Article
I (imposing PERMANENT INELIGIBILITY for certain specified offenses), the information provided herein regarding eligibility must be kept current for a longer period, as required by MCC Chapter 1-23 and Section 2-154-020.

I acknowledge and consent to the above

APPENDIX A - FAMILIAL RELATIONSHIPS WITH ELECTED CITY OFFICIALS AND DEPARTMENT HEADS

This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5%. It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Under MCC Section 2-154-015. the Disclosing Party must disclose whether such Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof



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currently has a "familial relationship" with any elected city official or department head. A "familial relationship" exists if, as of the date this EDS is signed, the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof is related to the mayor, any alderman, the city clerk, the city treasurer or any city department head as spouse or domestic partner or as any of the following, whether by blood or adoption: parent, child, brother or sister, aunt or uncle, niece or nephew, grandparent, grandchild, father-in-law, mother-in-law, son-in-law, daughter-in-law, stepfather or stepmother, stepson or stepdaughter, stepbrother or stepsister or half-brother or half-sister.
"Applicable Party" means (1) all executive officers of the Disclosing Party listed in Section II.B.I.a, ifthe Disclosing Party is a corporation; all partners ofthe Disclosing Party, if the Disclosing Party is a general partnership; all general partners and limited partners of the Disclosing Party, if the Disclosing Party is a limited partnership; all managers, managing members and members of the Disclosing Party, if the Disclosing Party is a limited liability company; (2) all principal officers of the Disclosing Party; and (3) any person having more than a 7.5% ownership interest in the Disclosing Party. "Principal officers" means the president, chief operating officer, executive director, chief financial officer, treasurer or secretary of a legal entity or any person exercising similar authority.
Does the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently have a "familial relationship" with an elected city official or department head?
N/A because the Disclosing Party is neither the Applicant nor has a direct ownership interest

APPENDIX B - BUILDING CODE SCOFFLAW/PROBLEM LANDLORD CERTIFICATION

This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5% (an "Owner"). It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
1. Pursuant to MCC Section 2-154-010. is the Applicant or any Owner identified as a building code scofflaw or problem landlord pursuant to MCC Section 2-92-416??
N/A because the Disclosing party is neither the Applicant nor has a direct ownership interest.

ADDITIONAL INFO

Please add any additional explanatory information here. If explanation is longer than 1000 characters, you may add an attachment below. Please note that your EDS,



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including all attachments, becomes available for public viewing upon contract award. Your attachments will be viewable "as is" without manual redaction by the City. You are responsible for redacting any non-public information from your documents before uploading.

List of attachments uploaded by vendor None.
CERTIFICATION

Under penalty of perjury, the person signing below: (1) warrants that he/she is authorized to execute this EDS, and all applicable appendices, on behalf of the Disclosing Party, and (2) warrants that all certifications and statements contained in this EDS, and all applicable appendices, are true, accurate and complete as of the date furnished to the City. Submission of this form constitutes making the oath associated with notarization.
/s/ 07/13/2021 Rosemary Macadie Legal Counsel
Manchester Airport Group Investments Ltd
This is a printed copy ofthe Economic Disclosure Statement, the original of which is filed electronically with the City of Chicago. Any alterations must be made electronically, alterations on this printed copy are void and of no effect.
























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CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT and AFFIDAVIT Related to Contract/Amendment/Solicitation EDS #164436

SECTION I - GENERAL INFORMATION
Legal name of the Disclosing Party submitting the EDS:
Manchester Airport Finance Holdings Ltd Enter d/b/a if applicable:
The Disclosing Party submitting this EDS is:
a legal entity currently holding an interest in the Applicant
The Disclosing Party holds an interest in
MAG US Lounge Management LLC and EDS is 16442 6
Business address of the Disclosing Party:
Olympic House Manchester, M90 1QX United Kingdom
Telephone:
+447711574373
Fax: Email:
rosie.macadieSmagairports.com
Name of contact person:



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Rosemary Macadie
E. Federal Employer Identification No. (if you have one):


SECTION II - DISCLOSURE OF OWNERSHIP INTERESTS
NATURE OF THE DISCLOSING PARTY
1. Indicate the nature of the Disclosing Party:
Privately held business corporation
Is the Disclosing Party incorporated or organized in the State of Illinois?
No
State or foreign country of incorporation or organization:
United Kingdom

Registered to do business in the State of Illinois as a foreign entity?
No
DISCLOSING PARTY IS A LEGAL ENTITY:
1 .a.1 Does the Disclosing Party have any directors?
Yes
1.a.3 List below the full names and titles of all executive officers and all directors, if any, of the entity. Do not include any directors who have no power to select the entity's officers.

Officer/Director: Charles Cornish Title: CEO Role: Director
Officer/Director: Janine Bramall Title: CFO Role: Director
Officer/Director: John 0'Toole Title: CCO




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Director

2. Ownership Information
Please confirm ownership information concerning each person or entity that having a direct or indirect beneficial interest in excess of 7.5% of the Disclosing Party (your entity). Examples of such an interest include shares in a corporation, partnership interest in a partnership or joint venture, interest of a member or manager in a limited lability company, or interest of a beneficiary of a trust, estate, or other similar entity. Note: Each legal entity below may be required to submit an EDS on its own behalf.
As reported by the Disclosing Party, the immediate owner(s) ofthe Disclosing Party is/ are listed below:
• Manchester Airports Holdings Ltd - 100.0% o Manchester City Council - 35.5%
o The Conyers Trust Company (Cayman) Limited for IFM Global Infrastructure Fund - 35.5%
Owner Details
Name
Manchester Airports Holdings Ltd



Manchester City Council


The Conyers Trust Company (Cayman) Limited for IFM Global Infrastructure Fund
Business Address Olympic House Manchester Airport Manchester, United Kingdom
Town Hall Manchester, United Kingdom
Cricket Square, Hutchins Drive P.O. Box 2681 Grand Cayman , Cayman Islands

SECTION III - INCOME OR COMPENSATION TO, OR OWNERSHIP BY, CITY ELECTED OFFICIALS

A. Has the Disclosing Party provided any income or compensation to any City elected official during the 12-month period preceding the date of this EDS?
No



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B. Does the Disclosing Party reasonably expect to provide any income or compensation to any City elected official during the 12-month period following the date of this EDS?

No
D. Does any City elected official or, to the best of the Disclosing Party's knowledge after reasonable inquiry, any City elected official's spouse or domestic partner, have a financial interest (as defined in Chapter 2-156 ofthe Municipal Code ("MCC")) in the Disclosing Party?

No

SECTION V -- CERTIFICATIONS
COURT-ORDERED CHILD SUPPORT COMPLIANCE
Under MCC Section 2-92-415, substantial owners of business entities that contract with the City must remain in compliance with their child support obligations throughout the contract's term.
Has any person who directly or indirectly owns 10% or more of the Disclosing Party been declared in arrearage of any child support obligations by any Illinois court of competent jurisdiction?
Not applicable because no person directly or indirectly owns 10% or more of the Disclosing Party
FURTHER CERTIFICATIONS

[This certification applies only if the Matter is a contract being handled by the City's Department of Procurement Services.] In the 5-year period preceding the date of this EDS, neither the Disclosing Party nor any Affiliated Entity has engaged, in connection with the performance of any public contract, the services of an integrity monitor, independent private sector inspector general, or integrity compliance consultant (i.e. an individual or entity with legal, auditing, investigative, or other similar skills, designated by a public agency to help the agency monitor the activity of specified agency vendors as well as help the vendors reform their business practices so they can be considered for agency contracts in the future, or continue with a contract in progress).
I certify the above to be true
The Disclosing Party and its Affiliated Entities are not delinquent in the payment of any fine, fee, tax or other source of indebtedness owed to the City of Chicago, including, but not limited to, water and sewer charges, license fees, parking tickets, property taxes and sales taxes, nor is the Disclosing Party delinquent in the payment of any tax administered by the Illinois Department of Revenue.



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I certify the above to be true
The Disclosing Party and, if the Disclosing Party is a legal entity, all of those persons or entities identified in Section 11(B)(1) of this EDS:

are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from any transactions by any federal, state or local unit of government;
have not, during the 5 years before the date of this EDS, been convicted of a criminal offense, adjudged guilty, or had a civil judgment rendered against them in connection with: obtaining, attempting to obtain, or performing a public (federal, state or local) transaction or contract under a public transaction; a violation of federal or state antitrust statutes; fraud; embezzlement; theft; forgery; bribery, falsification or destruction of records; making false statements; or receiving stolen property;
are not presently indicted for, or criminally or civilly charged by, a governmental entity (federal, state or local) with committing any of the offenses set forth in subparagraph (b) above;
have not, during the 5 years before the date of this EDS, had one or more public transactions (federal, state or local) terminated for cause or default; and
have not, during the 5 years before the date of this EDS, been convicted, adjudged guilty, or found liable in a civil proceeding, or in any criminal or civil action, including actions concerning environmental violations, instituted by the City or by the federal government, any state, or any other unit of local government.
I certify the above to be true
The Disclosing Party understands and shall comply with the applicable requirements of MCC Chapter 2-56 (Inspector General) and Chapter 2-156 (Governmental Ethics).
I certify the above to be true
Neither the Disclosing Party, nor any Contractor, nor any Affiliated Entity of either the Disclosing Party or any Contractor, nor any Agents have, during the 5 years before the date of this EDS, or, with respect to a Contractor, an Affiliated Entity, or an Affiliated Entity of a Contractor during the 5 years before the date of such Contractor's or Affiliated Entity's contract or engagement in connection with the Matter:

bribed or attempted to bribe, or been convicted or adjudged guilty of bribery or attempting to bribe, a public officer or employee ofthe City, the State of Illinois, or any agency of the federal government or of any state or local government in the United States of America, in that officer's or employee's official capacity;
agreed or colluded with other bidders or prospective bidders, or been a party to any such agreement, or been convicted or adjudged guilty of agreement or collusion among bidders or prospective bidders, in restraint of freedom of competition by agreement to bid a fixed price or otherwise; or


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made an admission of such conduct described in subparagraph (a) or (b) above that is a matter of record, but have not been prosecuted for such conduct; or
violated the provisions referenced in MCC Subsection 2-92-320(a)(4)(Contracts Requiring a Base Wage); fa)(5)(Debarment Regulations): or (a)(6)(Minimum Wage Ordinance).
I certify the above to be true
Neither the Disclosing Party, nor any Affiliated Entity or Contractor, or any of their employees, officials, agents or partners, is barred from contracting with any unit of state or local government as a result of engaging in or being convicted of

bid-rigging in violation of 720 ILCS 5/33E-3:
bid-rotating in violation of 720 ILCS 5/33E-4: or
any similar offense of any state or of the United States of America that contains the same elements as the offense of bid-rigging or bid-rotating.
I certify the above to be true
Neither the Disclosing Party nor any Affiliated Entity is listed on a Sanctions List maintained by the United States Department of Commerce, State, or Treasury, or any successor federal agency.
I certify the above to be true
To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all current employees of the Disclosing Party who were, at any time during the 12-month period preceding the date of this EDS, an employee, or elected or appointed official, of the City of Chicago.
None
To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all gifts that the Disclosing Party has given or caused to be given, at any time during the 12-month period preceding the execution date of this EDS, to an employee, or elected or appointed official, ofthe City of Chicago. For purposes
of this statement, a "gift" does not include: (i) anything made generally available to City employees or to the general public, or (ii) food or drink provided in the course of official City business and having a retail value of less than $25 per recipient, or (iii) a political contribution otherwise duly reported as required by law.
None

C. CERTIFICATION OF STATUS AS FINANCIAL INSTITUTION





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The Disclosing Party certifies, as defined in MCC Section 2-32-455(b). the Disclosing Party
is not a "financial institution"
E. CERTIFICATION REGARDING SLAVERY ERA BUSINESS
Ifthe Disclosing Party cannot make this verification, the Disclosing Party must disclose all required information in the space provided below or in an attachment in the "Additional Info" tab. Failure to comply with these disclosure requirements may make any contract entered into with the City in connection with the Matter voidable by the City.
The Disclosing Party verifies that the Disclosing Party has searched any and all records of the Disclosing Party and any and all predecessor entities regarding records of investments or profits from slavery or slaveholder insurance policies during the slavery era (including insurance policies issued to slaveholders that provided coverage for damage to or injury or death of their slaves), and the Disclosing Party has found no such records.
I can make the above verification

SECTION VII - FURTHER ACKNOWLEDGMENTS AND CERTIFICATION

The Disclosing Party understands and agrees that:
The certifications, disclosures, and acknowledgments contained in this EDS will become part of any contract or other agreement between the Applicant and the City in connection with the Matter, whether procurement, City assistance, or other City action, and are material inducements to the City's execution of any contract or taking other action with respect to the Matter. The Disclosing Party understands that it must comply with all statutes, ordinances, and regulations on which this EDS is based.
The City's Governmental Ethics Ordinance, MCC Chapter 2-156. imposes certain duties and obligations on persons or entities seeking City contracts, work, business, or transactions. The full text of this ordinance and a training program is available on line at www.cityofchicago.ora/Ethics . and may also be obtained from the City's Board of Ethics, 740 N. Sedgwick St., Suite 500, Chicago, IL 60610, (312) 744-9660. The Disclosing Party must comply fully with this ordinance.

I acknowledge and consent to the above
The Disclosing Party understands and agrees that:





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If the City determines that any information provided in this EDS is false, incomplete or inaccurate, any contract or other agreement in connection with which it is submitted may be rescinded or be void or voidable, and the City may pursue any remedies under the contract or agreement (if not rescinded or void), at law, or in equity, including terminating the Disclosing Party's participation in the Matter and/ or declining to allow the Disclosing Party to participate in other City transactions. Remedies at law for a false statement of material fact may include incarceration and an award to the City of treble damages.
It is the City's policy to make this document available to the public on its Internet site and/or upon request. Some or all of the information provided in, and appended to, this EDS may be made publicly available on the Internet, in response to a Freedom of Information Act request, or otherwise. By completing and signing this EDS, the Disclosing Party waives and releases any possible rights or claims which it may have against the City in connection with the public release of information contained in this EDS and also authorizes the City to verify the accuracy of any information submitted in this EDS.
The information provided in this EDS must be kept current. In the event of changes, the Disclosing Party must supplement this EDS up to the time the City takes action on the Matter. If the Matter is a contract being handled by the City's Department of Procurement Services, the Disclosing Party must update this EDS as the contract requires. NOTE: With respect to Matters subject to MCC Chapter 1-23. Article
I (imposing PERMANENT INELIGIBILITY for certain specified offenses), the information provided herein regarding eligibility must be kept current for a longer period, as required by MCC Chapter 1-23 and Section 2-154-020.

I acknowledge and consent to the above

APPENDIX A - FAMILIAL RELATIONSHIPS WITH ELECTED CITY OFFICIALS AND DEPARTMENT HEADS

This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5%. It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Under MCC Section 2-154-015. the Disclosing Party must disclose whether such Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently has a "familial relationship" with any elected city official or department head. A "familial relationship" exists if, as of the date this EDS is signed, the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof is related to the mayor, any alderman, the city clerk, the city treasurer or any city department head as spouse or domestic partner or as any of the following, whether by blood or adoption: parent, child, brother or sister, aunt or uncle, niece or nephew, grandparent, grandchild,




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father-in-law, mother-in-law, son-in-law, daughter-in-law, stepfather or stepmother, stepson or stepdaughter, stepbrother or stepsister or half-brother or half-sister.
"Applicable Party" means (1) al! executive officers of the Disclosing Party listed in Section II.B.I.a, ifthe Disclosing Party is a corporation; al! partners ofthe Disclosing Party, if the Disclosing Party is a general partnership; all general partners and limited partners of the Disclosing Party, if the Disclosing Party is a limited partnership; all managers, managing members and members of the Disclosing Party, if the Disclosing Party is a limited liability company; (2) all principal officers of the Disclosing Party; and (3) any person having more than a 7.5% ownership interest in the Disclosing Party. "Principal officers" means the president, chief operating officer, executive director, chief financial officer, treasurer or secretary of a legal entity or any person exercising similar authority.
Does the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently have a "familial relationship" with an elected city official or department head?
N/A because the Disclosing Party is neither the Applicant nor has a direct ownership interest

APPENDIX B - BUILDING CODE SCOFFLAW/PROBLEM LANDLORD CERTIFICATION

This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5% (an "Owner"). It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
1. Pursuant to MCC Section 2-154-010. is the Applicant or any Owner identified as a building code scofflaw or problem landlord pursuant to MCC Section 2-92-416??
N/A because the Disclosing party is neither the Applicant nor has a direct ownership interest.

ADDITIONAL INFO

Please add any additional explanatory information here. If explanation is longer than 1000 characters, you may add an attachment below. Please note that your EDS, including all attachments, becomes available for public viewing upon contract award. Your attachments will be viewable "as is" without manual redaction by the City. You are responsible for redacting any non-public information from your documents before uploading.





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List of attachments uploaded by vendor None.
CERTIFICATION

Under penalty of perjury, the person signing below: (1) warrants that he/she is authorized to execute this EDS, and all applicable appendices, on behalf of the Disclosing Party, and (2) warrants that all certifications and statements contained in this EDS, and all applicable appendices, are true, accurate and complete as of the date furnished to the City. Submission of this form constitutes making the oath associated with notarization.
Isf 07/13/2021 Rosemary Macadie Legal Counsel
Manchester Airport Finance Holdings Ltd
This is a printed copy of the Economic Disclosure Statement, the original of which is filed electronically with the City of Chicago. Any alterations must be made electronically, alterations on this printed copy are void and of no effect.































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CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT and AFFIDAVIT Related to Contract/Amendment/Solicitation EDS #164437

SECTION I -- GENERAL INFORMATION
Legal name of the Disclosing Party submitting the EDS:
Manchester Airports Holdings Ltd Enter d/b/a if applicable:

The Disclosing Party submitting this EDS is:
a legal entity currently holding an interest in the Applicant The Disclosing Party holds an interest in
MAG US Lounge Management LLC and EDS is 164426
Business address of the Disclosing Party:
Olympic House Manchester Airport Manchester, M90 1QX United Kingdom
Telephone:
+447711574373
Fax: Email:
rosie.macadie@magairports.com




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Name of contact person:
Rosemary Macadie
Federal Employer Identification No. (if you have one):


SECTION II - DISCLOSURE OF OWNERSHIP INTERESTS
NATURE OF THE DISCLOSING PARTY
1. Indicate the nature of the Disclosing Party:
Privately held business corporation
Is the Disclosing Party incorporated or organized in the State of Illinois?
No

State or foreign country of incorporation or organization:
United Kingdom

Registered to do business in the State of Illinois as a foreign entity?
No
DISCLOSING PARTY IS A LEGAL ENTITY:
1 .a.1 Does the Disclosing Party have any directors?
Yes

1 .a.3 List below the full names and titles of all executive officers and all directors, if any, of the entity. Do not include any directors who have no power to select the entity's officers.

Officer/Director: Janine Bramall Title: CFO Role: Director
Officer/Director: John Blundell Title: Director Role: Director
Officer/Director: Charles Cornish



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Title: Role:
CEO
Director
Officer/Director:
Title:
Role:
Officer/Director:
Title:
Role:
Officer/Director:
Title:
Role:
Officer/Director:
Title:
Role:
Officer/Director:
Title:
Role:
Officer/Director:
Title:
Role:
Officer/Director:
Title:
Role:
Officer/Director:
Title:
Role:
Officer/Director:
Title:
Role:
Officer/Director:
Title:
Role:
Richard Leese
Director
Director
Manoj Mehta
Director
Director
Adrian Montague
Director
Director
Vanda Murray
Director
Director
Robert Napier
Director
Director
John 0'Toole CCO
Director
Bernard Priest
Director
Director
Catherine Scheffer
Director
Director
Christian Seymour
Director
Director
Jonathan Wragg
Director
Director



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2. Ownership Information
Please confirm ownership information concerning each person or entity that having a direct or indirect beneficial interest in excess of 7.5% of the Disclosing Party (your entity). Examples of such an interest include shares in a corporation, partnership interest in a partnership or joint venture, interest of a member or manager in a limited lability company, or interest of a beneficiary of a trust, estate, or other similar entity. Note: Each legal entity below may be required to submit an EDS on its own behalf.
As reported by the Disclosing Party, the immediate owner(s) ofthe Disclosing Party is/ are listed below:
Manchester City Council - 35.5%
The Conyers Trust Company (Cayman) Limited for IFM Global Infrastructure Fund - 35.5%
Owner Details
Name Business Address
Manchester City Town Hall
Council Manchester,
United Kingdom
The Conyers Cricket Square, Hutchins Drive
Trust Company p>Q< Bqx 26Q1
(Cayman) Limited
for IFM Global Grand Cayman ,
Infrastructure Fund Cayman Islands

SECTION III - INCOME OR COMPENSATION TO, OR OWNERSHIP BY, CITY ELECTED OFFICIALS
Has the Disclosing Party provided any income or compensation to any City elected official during the 12-month period preceding the date of this EDS?

No
Does the Disclosing Party reasonably expect to provide any income or compensation to any City elected official during the 12-month period following the date of this EDS?
No

D. Does any City elected official or, to the best ofthe Disclosing Party's knowledge after reasonable inquiry, any City elected official's spouse or domestic partner, have a




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financial interest (as defined in Chapter 2-156 ofthe Municipal Code ("MCC")) in the Disclosing Party?
No

SECTION V CERTIFICATIONS
COURT-ORDERED CHILD SUPPORT COMPLIANCE
Under MCC Section 2-92-415. substantial owners of business entities that contract with the City must remain in compliance with their child support obligations throughout the contract's term.
Has any person who directly or indirectly owns 10% or more of the Disclosing Party been declared in arrearage of any child support obligations by any Illinois court of competent jurisdiction?
Not applicable because no person directly or indirectly owns 10% or more of the Disclosing Party
FURTHER CERTIFICATIONS

[This certification applies only if the Matter is a contract being handled by the City's Department of Procurement Services.] In the 5-year period preceding the date of this EDS, neither the Disclosing Party nor any Affiliated Entity has engaged, in connection with the performance of any public contract, the services of an integrity monitor, independent private sector inspector general, or integrity compliance consultant (i.e. an individual or entity with legal, auditing, investigative, or other similar skills, designated by a public agency to help the agency monitor the activity of specified agency vendors as well as help the vendors reform their business practices so they can be considered for agency contracts in the future, or continue with a contract in progress).
I certify the above to be true
The Disclosing Party and its Affiliated Entities are not delinquent in the payment of any fine, fee, tax or other source of indebtedness owed to the City of Chicago, including, but not limited to, water and sewer charges, license fees, parking tickets, property taxes and sales taxes, nor is the Disclosing Party delinquent in the payment of any tax administered by the Illinois Department of Revenue.
I certify the above to be true
The Disclosing Party and, ifthe Disclosing Party is a legal entity, all of those persons or entities identified in Section ll(B)(1) of this EDS:





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are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from any transactions by any federal, state or local unit of government;
have not, during the 5 years before the date of this EDS, been convicted of a criminal offense, adjudged guilty, or had a civil judgment rendered against them in connection with: obtaining, attempting to obtain, or performing a public (federal, state or local) transaction or contract under a public transaction; a violation of federal or state antitrust statutes; fraud; embezzlement; theft; forgery; bribery; falsification or destruction of records; making false statements; or receiving stolen property;
are not presently indicted for, or criminally or civilly charged by, a governmental entity (federal, state or local) with committing any of the offenses set forth in subparagraph (b) above;
have not, during the 5 years before the date of this EDS, had one or more public transactions (federal, state or local) terminated for cause or default; and
have not, during the 5 years before the date of this EDS, been convicted, adjudged guilty, or found liable in a civil proceeding, or in any criminal or civil action, including actions concerning environmental violations, instituted by the City or by the federal government, any state, or any other unit of local government.
I certify the above to be true
The Disclosing Party understands and shall comply with the applicable requirements of MCC Chapter 2-56 (Inspector General) and Chapter 2-156 (Governmental Ethics).
I certify the above to be true
Neither the Disclosing Party, nor any Contractor, nor any Affiliated Entity of either the Disclosing Party or any Contractor, nor any Agents have, during the 5 years before the date of this EDS, or, with respect to a Contractor, an Affiliated Entity, or an Affiliated Entity of a Contractor during the 5 years before the date of such Contractor's or Affiliated Entity's contract or engagement in connection with the Matter:

bribed or attempted to bribe, or been convicted or adjudged guilty of bribery or attempting to bribe, a public officer or employee of the City, the State of Illinois, or any agency of the federal government or of any state or local government in the United States of America, in that officer's or employee's official capacity;
agreed or colluded with other bidders or prospective bidders, or been a party to any such agreement, or been convicted or adjudged guilty of agreement or collusion among bidders or prospective bidders, in restraint of freedom of competition by agreement to bid a fixed price or otherwise; or
made an admission of such conduct described in subparagraph (a) or (b) above that is a matter of record, but have not been prosecuted for such conduct; or






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d. violated the provisions referenced in MCC Subsection 2-92-320(a)(4)(Contracts Requiring a Base Wage); (a)(5)(Debarment Regulations): or (a)(6)(Minimum Wage Ordinance).
I certify the above to be true
Neither the Disclosing Party, nor any Affiliated Entity or Contractor, or any of their employees, officials, agents or partners, is barred from contracting with any unit of state or local government as a result of engaging in or being convicted of

bid-rigging in violation of 720 ILCS 5/33E-3:
bid-rotating in violation of 720 ILCS 5/33E-4: or
any similar offense of any state or of the United States of America that contains Vr>a same elements as the offense of bid-rigging or bid-rotating.
I certify the above to be true
Neither the Disclosing Party nor any Affiliated Entity is listed on a Sanctions List maintained by the United States Department of Commerce, State, or Treasury, or any successor federal agency.
I certify the above to be true
To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all current employees of the Disclosing Party who were, at any time during the 12-month period preceding the date of this EDS, an employee, or elected or appointed official, of the City of Chicago.
None
To the best ofthe Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all gifts that the Disclosing Party has given or caused to be given, at any time during the 12-month period preceding the execution date of this EDS, to an employee, or elected or appointed official, of the City of Chicago. For purposes
of this statement, a "gift" does not include: (i) anything made generally available to City employees or to the general public, or (ii) food or drink provided in the course of official City business and having a retail value of less than $25 per recipient, or (iii) a political contribution otherwise duly reported as required by law.
None

C. CERTIFICATION OF STATUS AS FINANCIAL INSTITUTION
The Disclosing Party certifies, as defined in MCC Section 2-32-455(b). the Disclosing Party
is not a "financial institution"


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E. CERTIFICATION REGARDING SLAVERY ERA BUSINESS
If the Disclosing Party cannot make this verification, the Disclosing Party must disclose all required information in the space provided below or in an attachment in the "Additional Info" tab. Failure to comply with these disclosure requirements may make any contract entered into with the City in connection with the Matter voidable by the City.
The Disclosing Party verifies that the Disclosing Party has searched any and all records ofthe Disclosing Party and any and all predecessor entities regarding records of investments or profits from slavery or slaveholder insurance policies during the slavery era (including insurance policies issued to slaveholders that provided coverage for damage to or injury or death of their slaves), and the Disclosing Party has found no such records.
I can make the above verification

SECTION VII - FURTHER ACKNOWLEDGMENTS AND CERTIFICATION

The Disclosing Party understands and agrees that:
The certifications, disclosures, and acknowledgments contained in this EDS will become part of any contract or other agreement between the Applicant and the City in connection with the Matter, whether procurement, City assistance, or other City action, and are material inducements to the City's execution of any contract or taking other action with respect to the Matter. The Disclosing Party understands that it must comply with all statutes, ordinances, and regulations on which this EDS is based.
The City's Governmental Ethics Ordinance, MCC Chapter 2-156. imposes certain duties and obligations on persons or entities seeking City contracts, work, business, or transactions. The full text of this ordinance and a training program is available on line at www.cityofchicago.org/Ethics . and may also be obtained from the City's Board of Ethics, 740 N. Sedgwick St., Suite 500, Chicago, IL 60610, (312) 744-9660. The Disclosing Party must comply fully with this ordinance.

I acknowledge and consent to the above

The Disclosing Party understands and agrees that:
If the City determines that any information provided in this EDS is false, incomplete or inaccurate, any contract or other agreement in connection with which it is submitted may be rescinded or be void or voidable, and the City may pursue any remedies under the contract or agreement (if not rescinded or void), at law, or in equity, including terminating the Disclosing Party's participation in the Matter and/ or declining to allow the Disclosing Party to participate in other City transactions.



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Remedies at law for a false statement of material fact may include incarceration and an award to the City of treble damages.
It is the City's policy to make this document available to the public on its Internet site and/or upon request. Some or all ofthe information provided in, and appended to, this EDS may be made publicly available on the Internet, in response to a Freedom of Information Act request, or otherwise. By completing and signing this EDS, the Disclosing Party waives and releases any possible rights or claims which it may have against the City in connection with the public release of information contained in this EDS and also authorizes the City to verify the accuracy of any information submitted in this EDS.
The information provided in this EDS must be kept current. In the event of changes, the Disclosing Party must supplement tliis EDS up to the time the City takes action on the Matter. If the Matter is a contract being handled by the City's Department of Procurement Services, the Disclosing Party must update this EDS as the contract requires. NOTE: With respect to Matters subject to MCC Chapter 1-23. Article
I (imposing PERMANENT INELIGIBILITY for certain specified offenses), the information provided herein regarding eligibility must be kept current for a longer period, as required by MCC Chapter 1-23 and Section 2-154-020.

I acknowledge and consent to the above

APPENDIX A - FAMILIAL RELATIONSHIPS WITH ELECTED CITY OFFICIALS AND DEPARTMENT HEADS

This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5%. It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Under MCC Section 2-154-015. the Disclosing Party must disclose whether such Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently has a "familial relationship" with any elected city official or department head. A "familial relationship" exists if, as ofthe date this EDS is signed, the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof is related to the mayor, any alderman, the city clerk, the city treasurer or any city department head as spouse or domestic partner or as any of the following, whether by blood or adoption: parent, child, brother or sister, aunt or uncle, niece or nephew, grandparent, grandchild, father-in-law, mother-in-law, son-in-law, daughter-in-law, stepfather or stepmother, stepson or stepdaughter, stepbrother or stepsister or half-brother or half-sister.
"Applicable Party" means (1) all executive officers ofthe Disclosing Party listed in Section II.B.I.a, ifthe Disclosing Party is a corporation; all partners ofthe Disclosing Party, ifthe Disclosing Party is a general partnership; all general partners and limited partners of the Disclosing Party, if the Disclosing Party is a limited partnership; all



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managers, managing members and members of the Disclosing Party, if the Disclosing Party is a limited liability company; (2) all principal officers of the Disclosing Party; and (3) any person having more than a 7.5% ownership interest in the Disclosing Party. "Principal officers" means the president, chief operating officer, executive director, chief financial officer, treasurer or secretary of a legal entity or any person exercising similar authority.
Does the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently have a "familial relationship" with an elected city official or department head?
N/A because the Disclosing Party is neither the Applicant nor has a direct ownership interest

APPENDIX B - BUILDING CODE SCOFFLAW/PROBLEM LANDLORD CERTIFICATION

This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5% (an "Owner"). It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
1. Pursuant to MCC Section 2-154-010. is the Applicant or any Owner identified as a building code scofflaw or problem landlord pursuant to MCC Section 2-92-416??
N/A because the Disclosing party is neither the Applicant nor has a direct ownership interest.

ADDITIONAL INFO

Please add any additional explanatory information here. If explanation is longer than 1000 characters, you may add an attachment below. Please note that your EDS, including all attachments, becomes available for public viewing upon contract award. Your attachments will be viewable "as is" without manual redaction by the City. You are responsible for redacting any non-public information from your documents before uploading.

List of attachments uploaded by vendor None.








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CERTIFICATION

Under penalty of perjury, the person signing below: (1) warrants that he/she is authorized to execute this EDS, and all applicable appendices, on behalf of the Disclosing Party, and (2) warrants that all certifications and statements contained in this EDS, and all applicable appendices, are true, accurate and complete as of the date furnished to the City. Submission of this form constitutes making the oath associated with notarization.
Is/ 07/13/2021 Rosemary Macadie Legal Counsel
Manchester Airports Holdings Ltd
This is a printed copy of the Economic Disclosure Statement, the original of which is filed electronically with the City of Chicago. Any alterations must be made electronically, alterations on this printed copy are void and of no effect.



































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Please add the ownership structure per our conversation.




Manchester City Council is a Foreign Local Government and does not require" an EDS per EDS Rules Section 1(b).
EDS Previous versions


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IN_CA_REVIEW 07/15/2021 Glen
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IN_CA_REVIEW 07/15/2021 Saundra Fried OPENED_FOR_CA_REVIEW 11:41AM
IN_CA_REV1EW 07/15/2021 . Saundra Fried OPENED_FOR_CA_REVlEW 11:58 AM
IN_CA_REVTEW 07/15/2021 Saundra Fried OPENED_FOR_CA_REVIEW 12:02 PM
IN_CA_REVIEW 07/15/2021 .Saundra Fried CA_APPROVAL_ WARNINGS 12:06 PM




















IN_CA_REVIEW 07/15/2021 Saundra Fried CA_APPROVAL_COMMENT 12:06 PM

Manchester Airport Group US Holdings Inc defined a different ownership structure in their related EDS.
MAG Investments US Limited defined a different ownership structure in their related EDS.
MAG US (Apollo) Limited defined a different ownership structure in their related EDS.
Manchester Airport Group Finance Ltd defined a different ownership structure in their related EDS.
Manchester Airport Group Investments Ltd defined a different ownership structure in their related EDS.
Manchester Airport Finance Holdings Ltd defined a different ownership structure in their related EDS.
Manchester Airports Holdings Ltd defined a different ownership structure in their related EDS.
The Department requesting this EDS is Aviation rather than Procurement Services.

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CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT and AFFIDAVIT Related to Contract/Amendment/Solicitation EDS #164438

SECTION I - GENERAL INFORMATION
Legal name ofthe Disclosing Party submitting the EDS:
Manchester City Council Enter d/b/a if applicable:
The Disclosing Party submitting this EDS is:
a legal entity currently holding an interest in the Applicant
Business address ofthe Disclosing Party: Town Hall
Manchester, M60 2LA United Kingdom
Telephone: Fax:
Email:
Name of contact person:
Federal Employer Identification No. (if you have one):






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SECTION II - DISCLOSURE OF OWNERSHIP INTERESTS
NATURE OF THE DISCLOSING PARTY
1. Indicate the nature of the Disclosing Party:

Is the Disclosing Party incorporated or organized in the State of Illinois?
DISCLOSING PARTY IS A LEGAL ENTITY: 1.a.1 Does the Disclosing Party have any directors?

1 .a.3 List below the full names and titles of all executive officers and all directors, if any, of the entity. Do not include any directors who have no power to select the entity's officers.


2. Ownership Information
Please confirm ownership information concerning each person or entity that having a direct or indirect beneficial interest in excess of 7.5% of the Disclosing Party (your entity). Examples of such an interest include shares in a corporation, partnership interest in a partnership or joint venture, interest of a member or manager in a limited lability company, or interest of a beneficiary of a trust, estate, or other similar entity. Note: Each legal entity below may be required to submit an EDS on its own behalf.
As reported by the Disclosing Party, the immediate owner(s) ofthe Disclosing Party is/ are listed below:
There are no owners with greater than 1.5 percent ownership in the Disclosing Party.

SECTION III INCOME OR COMPENSATION TO, OR OWNERSHIP BY, CITY ELECTED OFFICIALS
Has the Disclosing Party provided any income or compensation to any City elected official during the 12-month period preceding the date of this EDS?
Does the Disclosing Party reasonably expect to provide any income or compensation to any City elected official during the 12-month period following the date of this EDS?





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Please identify the name(s) of such City elected official(s) and describe such income or compensation.
Does any City elected official or, to the best of the Disclosing Party's knowledge after reasonable inquiry, any City elected official's spouse or domestic partner, have a financial interest (as defined in Chapter 2-156 of the Municipal Code ("MCC")) in the Disclosing Party?


SECTION V - CERTIFICATIONS
COURT-ORDERED CHILD SUPPORT COMPLIANCE
Under MCC Section 2-92-415. substantial owners of business entities that contract with the City must remain in compliance with their child support obligations throughout the contract's term.
Has any person who directly or indirectly owns 10% or more of the Disclosing Party been declared in arrearage of any child support obligations by any Illinois court of competent jurisdiction?
FURTHER CERTIFICATIONS

[This certification applies only if the Matter is a contract being handled by the City's Department of Procurement Services.] In the 5-year period preceding the date of this EDS, neither the Disclosing Party nor any Affiliated Entity has engaged, in connection with the performance of any public contract, the services of an integrity monitor, independent private sector inspector general, or integrity compliance consultant (i.e. an individual or entity with legal, auditing, investigative, or other similar skills, designated by a public agency to help the agency monitor the activity of specified agency vendors as well as help the vendors reform their business practices so they can be considered for agency contracts in the future, or continue with a contract in progress).
The Disclosing Party and its Affiliated Entities are not delinquent in the payment of any fine, fee, tax or other source of indebtedness owed to the City of Chicago, including, but not limited to, water and sewer charges, license fees, parking tickets, property taxes and sales taxes, nor is the Disclosing Party delinquent in the payment of any tax administered by the Illinois Department of Revenue.
The Disclosing Party and, ifthe Disclosing Party is a legal entity, all of those persons or entities identified in Section 11(B)(1) of this EDS:




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are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from any transactions by any federal, state or local unit of government;
have not, during the 5 years before the date of this EDS, been convicted of a criminal offense, adjudged guilty, or had a civil judgment rendered against them in connection with: obtaining, attempting to obtain, or performing a public (federal, state or local) transaction or contract under a public transaction; a violation of federal or state antitrust statutes; fraud; embezzlement; theft; forgery; bribery; falsification or destruction of records; making false statements; or receiving stolen property;
are not presently indicted for, or criminally or civilly charged by, a governmental entity (federal, state or local) with committing any of the offenses set forth in subparagraph (b) above;
have not, during the 5 years before the date of this EDS, had one or more public transactions (federal, state or local) terminated for cause or default; and
have not, during the 5 years before the date of this EDS, been convicted, adjudged guilty, or found liable in a civil proceeding, or in any criminal or civil action, including actions concerning environmental violations, instituted by the City or by the federal government, any state, or any other unit of local government.

The Disclosing Party understands and shall comply with the applicable requirements of MCC Chapter 2-56 (Inspector General) and Chapter 2-156 (Governmental Ethics).
Neither the Disclosing Party, nor any Contractor, nor any Affiliated Entity of either the Disclosing Party or any Contractor, nor any Agents have, during the 5 years before the date of this EDS, or, with respect to a Contractor, an Affiliated Entity, or an Affiliated Entity of a Contractor during the 5 years before the date of such Contractor's or Affiliated Entity's contract or engagement in connection with the Matter:

bribed or attempted to bribe, or been convicted or adjudged guilty of bribery or attempting to bribe, a public officer or employee of the City, the State of Illinois, or any agency of the federal government or of any state or local government in the United States of America, in that officer's or employee's official capacity;
agreed or colluded with other bidders or prospective bidders, or been a party to any such agreement, or been convicted or adjudged guilty of agreement or collusion among bidders or prospective bidders, in restraint of freedom of competition by agreement to bid a fixed price or otherwise; or
made an admission of such conduct described in subparagraph (a) or (b) above that is a matter of record, but have not been prosecuted for such conduct; or
violated the provisions referenced in MCC Subsection 2-92-320(a)(4)(Contracts Requiring a Base Wage): (a)(5)(Debarment Regulations); or (a)(6)(Minimum Wage Ordinance).




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Neither the Disclosing Party, nor any Affiliated Entity or Contractor, or any of their employees, officials, agents or partners, is barred from contracting with any unit of state or local government as a result of engaging in or being convicted of

bid-rigging in violation of 720 ILCS 5/33E-3:
bid-rotating in violation of 720 ILCS 5/33E-4: or
any similar offense of any state or of the United States of America that contains the same elements as the offense of bid-rigging or bid-rotating.
Neither the Disclosing Party nor any Affiliated Entity is listed on a Sanctions List maintained by the United States Department of Commerce, State, or Treasury, or any successor federal agency.

To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all current employees of the Disclosing Party who were, at any time during the 12-month period preceding the date of this EDS, an employee, or elected or appointed official, of the City of Chicago.
To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all gifts that the Disclosing Party has given or caused to be given, at any time during the 12-month period preceding the execution date of this EDS, to an employee, or elected or appointed official, ofthe City of Chicago. For purposes
of this statement, a "gift" does not include: (i) anything made generally available to City employees or to the general public, or (ii) food or drink provided in the course of official City business and having a retail value of less than $25 per recipient, or (iii) a political contribution otherwise duly reported as required by law.

C. CERTIFICATION OF STATUS AS FINANCIAL INSTITUTION
The Disclosing Party certifies, as defined in MCC Section 2-32-455(b). the Disclosing Party

E. CERTIFICATION REGARDING SLAVERY ERA BUSINESS
If the Disclosing Party cannot make this verification, the Disclosing Party must disclose all required information in the space provided below or in an attachment in the "Additional Info" tab. Failure to comply with these disclosure requirements may make any contract entered into with the City in connection with the Matter voidable by the City.
The Disclosing Party verifies that the Disclosing Party has searched any and all records of the Disclosing Party and any and all predecessor entities regarding records of



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investments or profits from slavery or slaveholder insurance policies during the slavery era (including insurance policies issued to slaveholders that provided coverage for damage to or injury or death of their slaves), and the Disclosing Party has found no such records.


SECTION VII - FURTHER ACKNOWLEDGMENTS AND CERTIFICATION

The Disclosing Party understands and agrees that:
The certifications, disclosures, and acknowledgments contained in this EDS will become part of any contract or other agreement between the Applicant and the City in connection with the Matter, whether procurement, City assistance, or other City action, and are material inducements to the City's execution of any contract or taking other action with respect to the Matter. The Disclosing Party understands that it must comply with all statutes, ordinances, and regulations on which this EDS is based.
The City's Governmental Ethics Ordinance, MCC Chapter 2-156. imposes certain duties and obligations on persons or entities seeking City contracts, work, business, or transactions. The full text of this ordinance and a training program is available on line at www.cityofchicago.org/Ethics . and may also be obtained from the City's Board of Ethics, 740 N. Sedgwick St., Suite 500, Chicago, IL 60610, (312) 744-9660. The Disclosing Party must comply fully with this ordinance.


The Disclosing Party understands and agrees that:
If the City determines that any information provided in this EDS is false, incomplete or inaccurate, any contract or other agreement in connection with which it is submitted may be rescinded or be void or voidable, and the City may pursue any remedies under the contract or agreement (if not rescinded or void), at law, or in equity, including terminating the Disclosing Party's participation in the Matter and/ or declining to allow the Disclosing Party to participate in other City transactions. Remedies at law for a false statement of material fact may include incarceration and an award to the City of treble damages.
It is the City's policy to make this document available to the public on its Internet site and/or upon request. Some or all of the information provided in, and appended to, this EDS may be made publicly available on the Internet, in response to a Freedom of Information Act request, or otherwise. By completing and signing this EDS, the Disclosing Party waives and releases any possible rights or claims which it may have against the City in connection with the public release of information contained in this EDS and also authorizes the City to verify the accuracy of any information submitted in this EDS.




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E. The information provided in this EDS must be kept current. In the event of changes, the Disclosing Party must supplement this EDS up to the time the City takes action on the Matter. If the Matter is a contract being handled by the City's Department of Procurement Services, the Disclosing Party must update this EDS as the contract requires. NOTE: With respect to Matters subject to MCC Chapter 1-23. Article I (imposing PERMANENT INELIGIBILITY for certain specified offenses), the information provided herein regarding eligibility must be kept current for a longer period, as required by MCC Chapter 1-23 and Section 2-154-020.


APPENDIX A - FAMILIAL RELATIONSHIPS WITH ELECTED CITY OFFICIALS AND DEPARTMENT HEADS

This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5%. It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Under MCC Section 2-154-015. the Disclosing Party must disclose whether such Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently has a "familial relationship" with any elected city official or department head. A "familial relationship" exists if, as ofthe date this EDS is signed, the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof is related to the mayor, any alderman, the city clerk, the city treasurer or any city department head as spouse or domestic partner or as any of the following, whether by blood or adoption: parent, child, brother or sister, aunt or uncle, niece or nephew, grandparent, grandchild, father-in-law, mother-in-law, son-in-law, daughter-in-law, stepfather or stepmother, stepson or stepdaughter, stepbrother or stepsister or half-brother or half-sister.
"Applicable Party" means (1) all executive officers of the Disclosing Party listed in Section II.B.I.a, ifthe Disclosing Party is a corporation; all partners ofthe Disclosing Party, if the Disclosing Party is a general partnership; all general partners and limited partners of the Disclosing Party, ifthe Disclosing Party is a limited partnership; all managers, managing members and members of the Disclosing Party, if the Disclosing Party is a limited liability company; (2) all principal officers of the Disclosing Party; and (3) any person having more than a 7.5% ownership interest in the Disclosing Party. "Principal officers" means the president, chief operating officer, executive director, chief financial officer, treasurer or secretary of a legal entity or any person exercising similar authority.
Does the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently have a "familial relationship" with an elected city official or department head?





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APPENDIX B - BUILDING CODE SCOFFLAW/PROBLEM LANDLORD CERTIFICATION

This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5% (an "Owner"). It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
1. Pursuant to MCC Section 2-154-010. is the Applicant or any Owner identified as a building code scofflaw or problem landlord pursuant to MCC Section 2-92-416??


ADDITIONAL INFO

Please add any additional explanatory information here. If explanation is longer than 1000 characters, you may add an attachment below. Please note that your EDS, including all attachments, becomes available for public viewing upon contract award. Your attachments will be viewable "as is" without manual redaction by the City. You are responsible for redacting any non-public information from your documents before uploading.

List of attachments uploaded by vendor
None.

CERTIFICATION

Under penalty of perjury, the person signing below: (1) warrants that he/she is authorized to execute this EDS, and all applicable appendices, on behalf of the Disclosing Party, and (2) warrants that all certifications and statements contained in this EDS, and all applicable appendices, are true, accurate and complete as ofthe date furnished to the City. Submission of this form constitutes making the oath associated with notarization.
/s/

Manchester City Council
This is a printed copy of the Economic Disclosure Statement, the original of which is filed electronically with the City of Chicago. Any alterations must be made electronically, alterations on this printed copy are void and of no effect.







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CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT and AFFIDAVIT Related to Contract/Amendment/Solicitation EDS #164439

SECTION I - GENERAL INFORMATION
Legal name of the Disclosing Party submitting the EDS:
The Conyers Trust Company (Cayman) Limited for IFM Global Infrastructure Fund
Enter d/b/a if applicable:

The Disclosing Party submitting this EDS is:
a legal entity currently holding an interest in the Applicant The Disclosing Party holds an interest in
MAG US Lounge Management LLC and EDS is 16442 6
Business address ofthe Disclosing Party:
Cricket Square, Hutchins Drive P.O. Box 2681 Grand Cayman , KYl-1111 Cayman Islands
Telephone:
+442074489609 Fax:

Email:
shaun.gadher@ifminvestors.com


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Name of contact person:
Mr. Shaun Gadher
Federal Employer Identification No. (if you have one):


SECTION II - DISCLOSURE OF OWNERSHIP INTERESTS
A. NATURE OF THE DISCLOSING PARTY 1. Indicate the nature ofthe Disclosing Party:
Limited liability company
Is the Disclosing Party incorporated or organized in the State of Illinois?
No
State or foreign country of incorporation or organization:
Cayman Islands
Registered to do business in the State of Illinois as a foreign entity?
No
B. DISCLOSING PARTY IS A LEGAL ENTITY: 1.a.2 Does the Disclosing Party have any officers?
Yes
1 .a.4 List below the full names and titles of all executive officers of the entity.

Mr. Kevin C Butler
Director
Officer
Mr. Craig Fulton Director
Officer
Mr. Alan Dickson
Director
Officer


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B. CERTIFICATION REGARDING CONTROLLING INTEREST
1.b.1 Are there any individuals who directly or indirectly control the day-to-day management of the Disclosing Party as a general partner, managing member, manager, or other capacity?

No
b.3 Are there any legal entities that directly or indirectly control the day-to-day management ofthe Disclosing Party as a general partner, managing member, manager, or other capacity?

NO
Ownership Information
Please confirm ownership information concerning each person or entity that having a direct or indirect beneficial interest in excess of 7.5% ofthe Disclosing Party (your entity). Examples of such an interest include shares in a corporation, partnership interest in a partnership or joint venture, interest of a member or manager in a limited lability company, or interest of a beneficiary of a trust, estate, or other similar entity. Note: Each legal entity below may be required to submit an EDS on its own behalf.
As reported by the Disclosing Party, the immediate owner(s) of the Disclosing Party is/ are listed below:
There are no owners with greater than 7.5 percent ownership in the Disclosing Party.

SECTION III - INCOME OR COMPENSATION TO, OR OWNERSHIP BY, CITY ELECTED OFFICIALS
Has the Disclosing Party provided any income or compensation to any City elected official during the 12-month period preceding the date of this EDS?

NO
Does the Disclosing Party reasonably expect to provide any income or compensation to any City elected official during the 12-month period following the date of this EDS?

NO

D. Does any City elected official or, to the best of the Disclosing Party's knowledge after reasonable inquiry, any City elected official's spouse or domestic partner, have a




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financial interest (as defined in Chapter 2-156 ofthe Municipal Code ("MCC")) in the Disclosing Party?

No

SECTION V - CERTIFICATIONS
COURT-ORDERED CHILD SUPPORT COMPLIANCE
Under MCC Section 2-92-415. substantial owners of business entities that contract with the City must remain in compliance with their child support obligations throughout the contract's term.
Has any person who directly or indirectly owns 10% or more of the Disclosing Party been declared in arrearage of any child support obligations by any Illinois court of competent jurisdiction?
No
FURTHER CERTIFICATIONS

[This certification applies only if the Matter is a contract being handled by the City's Department of Procurement Services.] In the 5-year period preceding the date of this EDS, neither the Disclosing Party nor any Affiliated Entity has engaged, in connection with the performance of any public contract, the services of an integrity monitor, independent private sector inspector general, or integrity compliance consultant (i.e. an individual or entity with legal, auditing, investigative, or other similar skills, designated by a public agency to help the agency monitor the activity of specified agency vendors as well as help the vendors reform their business practices so they can be considered for agency contracts in the future, or continue with a contract in progress).
I certify the above to be true
The Disclosing Party and its Affiliated Entities are not delinquent in the payment of any fine, fee, tax or other source of indebtedness owed to the City of Chicago, including, but not limited to, water and sewer charges, license fees, parking tickets, property taxes and sales taxes, nor is the Disclosing Party delinquent in the payment of any tax administered by the Illinois Department of Revenue.
I certify the above to be true
The Disclosing Party and, if the Disclosing Party is a legal entity, all of those persons or entities identified in Section ll(B)(1) of this EDS:






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are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from any transactions by any federal, state or local unit of government;
have not, during the 5 years before the date of this EDS, been convicted of a criminal offense, adjudged guilty, or had a civil judgment rendered against them in connection with: obtaining, attempting to obtain, or performing a public (federal, state or local) transaction or contract under a public transaction; a violation of federal or state antitrust statutes; fraud; embezzlement; theft; forgery; bribery; falsification or destruction of records; making false statements; or receiving stolen property;
are not presently indicted for, or criminally or civilly charged by, a governmental entity (federal, ^tate or local) with committing any of the offenses set forth in subparagraph (b) above;
have not, during the 5 years before the date of this EDS, had one or more public transactions (federal, state or local) terminated for cause or default; and
have not, during the 5 years before the date of this EDS, been convicted, adjudged guilty, or found liable in a civil proceeding, or in any criminal or civil action, including actions concerning environmental violations, instituted by the City or by the federal government, any state, or any other unit of local government.
I certify the above to be true
The Disclosing Party understands and shall comply with the applicable requirements of MCC Chapter 2-56 (Inspector General) and Chapter 2-156 (Governmental Ethics).
I certify the above to be true
Neither the Disclosing Party, nor any Contractor, nor any Affiliated Entity of either the Disclosing Party or any Contractor, nor any Agents have, during the 5 years before the date of this EDS, or, with respect to a Contractor, an Affiliated Entity, or an Affiliated Entity of a Contractor during the 5 years before the date of such Contractor's or Affiliated Entity's contract or engagement in connection with the Matter:

bribed or attempted to bribe, or been convicted or adjudged guilty of bribery or attempting to bribe, a public officer or employee of the City, the State of Illinois, or any agency of the federal government or of any state or local government in the United States of America, in that officer's or employee's official capacity;
agreed or colluded with other bidders or prospective bidders, or been a party to any such agreement, or been convicted or adjudged guilty of agreement or collusion among bidders or prospective bidders, in restraint of freedom of competition by agreement to bid a fixed price or otherwise; or
made an admission of such conduct described in subparagraph (a) or (b) above that is a matter of record, but have not been prosecuted for such conduct; or






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d. violated the provisions referenced in MCC Subsection 2-92-320(a)(4)(Contracts Requiring a Base Wage): (a)(5)(Debarment Regulations): or (a)(6)(Minimum Wage Ordinance).
I certify the above to be true
Neither the Disclosing Party, nor any Affiliated Entity or Contractor, or any of their employees, officials, agents, or partners, is barred from contracting with any unit of state or local government as a result of engaging in or being convicted of

bid-rigging in violation of 720 ILCS 5/33E-3:
bid-rotating in violation of 720 ILCS 5/33E-4: or
any similar offense of any state or of the United States of America that contains the same elements as the offense of bid-rigging or bid-rotating.
I certify the above to be true
Neither the Disclosing Party nor any Affiliated Entity is listed on a Sanctions List maintained by the United States Department of Commerce, State, or Treasury, or any successor federal agency.
I certify the above to be true
To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all current employees of the Disclosing Party who were, at anytime during the 12-month period preceding the date of this EDS, an employee, or elected or appointed official, of the City of Chicago.

None
To the best ofthe Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all gifts that the Disclosing Party has given or caused to be given, at any time during the 12-month period preceding the execution date of this EDS, to an employee, or elected or appointed official, of the City of Chicago. For purposes
of this statement, a "gift" does not include: (i) anything made generally available to City employees or to the general public, or (ii) food or drink provided in the course of official City business and having a retail value of less than $25 per recipient, or (iii) a political contribution otherwise duly reported as required by law.
None

C. CERTIFICATION OF STATUS AS FINANCIAL INSTITUTION
The Disclosing Party certifies, as defined in MCC Section 2-32-455(b). the Disclosing Party

is not a "financial institution"


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E. CERTIFICATION REGARDING SLAVERY ERA BUSINESS
If the Disclosing Party cannot make this verification, the Disclosing Party must disclose all required information in the space provided below or in an attachment in the "Additional Info" tab. Failure to comply with these disclosure requirements may make any contract entered into with the City in connection with the Matter voidable by the City.
The Disclosing Party verifies that the Disclosing Party has searched any and all records of the Disclosing Party and any and all predecessor entities regarding records of investments or profits from slavery or slaveholder insurance policies during the slavery era (including insurance policies issued to slaveholders that provided coverage for damage to or injury or death of their slaves), and the Disclosing Party has found no such records.
I can make the above verification

SECTION VII - FURTHER ACKNOWLEDGMENTS AND CERTIFICATION

The Disclosing Party understands and agrees that:
The certifications, disclosures, and acknowledgments contained in this EDS will become part of any contract or other agreement between the Applicant and the City in connection with the Matter, whether procurement, City assistance, or other City action, and are material inducements to the City's execution of any contract or taking other action with respect to the Matter. The Disclosing Party understands that it must comply with all statutes, ordinances, and regulations on which this EDS is based.
The City's Governmental Ethics Ordinance, MCC Chapter 2-156. imposes certain duties and obligations on persons or entities seeking City contracts, work, business, or transactions. The full text of this ordinance and a training program is available on line at www.cityofchicago.org/Ethics . and may also be obtained from the City's Board of Ethics, 740 N. Sedgwick St., Suite 500, Chicago, IL 60610, (312) 744-9660. The Disclosing Party must comply fully with this ordinance.

I acknowledge and consent to the above

The Disclosing Party understands and agrees that:
If the City determines that any information provided in this EDS is false, incomplete or inaccurate, any contract or other agreement in connection with which it is submitted may be rescinded or be void or voidable, and the City may pursue any remedies under the contract or agreement (if not rescinded or void), at law, or in equity, including terminating the Disclosing Party's participation in the Matter and/ or declining to allow the Disclosing Party to participate in other City transactions.



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Remedies at law for a false statement of material fact may include incarceration and an award to the City of treble damages.
It is the City's policy to make this document available to the public on its Internet site and/or upon request. Some or all ofthe information provided in, and appended to, this EDS may be made publicly available on the Internet, in response to a Freedom of Information Act request, or otherwise. By completing and signing this EDS, the Disclosing Party waives and releases any possible rights or claims which it may have against the City in connection with the public release of information contained in this EDS and also authorizes the City to verify the accuracy of any information submitted in this EDS.
The information provided in this EDS must be kept current. In the event of changes, the Disclosing Parly must supplement this EDS up to the time the City takes action on the Matter. If the Matter is a contract being handled by the City's Department of Procurement Services, the Disclosing Party must update this EDS as the contract requires. NOTE: With respect to Matters subject to MCC Chapter 1-23. Article
I (imposing PERMANENT INELIGIBILITY for certain specified offenses), the information provided herein regarding eligibility must be kept current for a longer period, as required by MCC Chapter 1-23 and Section 2-154-020.

I acknowledge and consent to the above

APPENDIX A - FAMILIAL RELATIONSHIPS WITH ELECTED CITY OFFICIALS AND DEPARTMENT HEADS

This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5%. It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Under MCC Section 2-154-015. the Disclosing Party must disclose whether such Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently has a "familial relationship" with any elected city official or department head. A "familial relationship" exists if, as ofthe date this EDS is signed, the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof is related to the mayor, any alderman, the city clerk, the city treasurer or any city department head as spouse or domestic partner or as any of the following, whether by blood or adoption: parent, child, brother or sister, aunt or uncle, niece or nephew, grandparent, grandchild, father-in-law, mother-in-law, son-in-law, daughter-in-law, stepfather or stepmother, stepson or stepdaughter, stepbrother or stepsister or half-brother or half-sister.
"Applicable Party" means (1) all executive officers ofthe Disclosing Party listed in Section II.B.1 .a, ifthe Disclosing Party is a corporation; all partners of the Disclosing Party, if the Disclosing Party is a general partnership; all general partners and limited partners of the Disclosing Party, if the Disclosing Party is a limited partnership; all



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managers, managing members and members ofthe Disclosing Party, ifthe Disclosing Party is a limited liability company; (2) all principal officers ofthe Disclosing Party; and (3) any person having more than a 7.5% ownership interest in the Disclosing Party. "Principal officers" means the president, chief operating officer, executive director, chief financial officer, treasurer or secretary of a legal entity or any person exercising similar authority.
Does the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently have a "familial relationship" with an elected city official or department head?
N/A because the Disclosing Party is neither the Applicant nor has a direct ownership interest

APPENDIX B - BUILDING CODE SCOFFLAW/PROBLEM LANDLORD CERTIFICATION

This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5% (an "Owner"). It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
1. Pursuant to MCC Section 2-154-010. is the Applicant or any Owner identified as a building code scofflaw or problem landlord pursuant to MCC Section 2-92-416??
N/A because the Disclosing party is neither the Applicant nor has a direct ownership interest.

ADDITIONAL INFO

Please add any additional explanatory information here. If explanation is longer than 1000 characters, you may add an attachment below. Please note that your EDS, including all attachments, becomes available for public viewing upon contract award. Your attachments will be viewable "as is" without manual redaction by the City. You are responsible for redacting any non-public information from your documents before uploading.
The formal name of the Disclosing Party is "The Conyers Trust Company (Cayman) Limited (in its capacity as trustee for IFM Global Infrastructure Fund)". System limitations did not allow changing the name in the system within the allotted timeframe
List of attachments uploaded by vendor
None.



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CERTIFICATION

Under penalty of perjury, the person signing below: (1) warrants that he/she is authorized to execute this EDS, and all applicable appendices, on behalf of the Disclosing Party, and (2) warrants that all certifications and statements contained in this EDS, and ail applicable appendices, are true, accurate and complete as of the date furnished to the City. Submission of this form constitutes making the oath associated with notarization.
Is/ 07/14/2021 Mr. Shaun Gadher Commercial Director
Vhe Conyers Trust Company (Cayman) Limited for IFM Global Infrastructure Fund
This is a printed copy of the Economic Disclosure Statement, the original of which is filed electronically with the City of Chicago. Any alterations must be made electronically, alterations on this printed copy are void and of no effect.



































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EXHIBIT 10
AIRPORT CONCESSIONS PROGRAM HANDBOOK
All notices or communications from Licensor to the Licensee must be addressed to :

Company Name:
Attn:
Mailing Address:

Overight Address (if different)



With copies to:
Name:
Title:
Mailing Address:

Overnight Address (if different):



Note: It is the responsibility ofthe Licensee to notify Licensor of any changes or updates to the above.
AIRPORT CONCESSION PROGRAM HANDBOOK




*CDA
CHICAGO DEPARTMENT OF AVIATION






CITY OF CHICAGO DEPARTMENT OF A VIA TION









|10
10|TABLE OF CONTENTS


INTRODUCTION


THE CONCESSIONS PROGRAM


THE MONITORING PROGRAM


THE PRE-MONITORING PROCESS


KEY ELEMENTS OF THE MONITORING PROGRAM


SUMMARY


APPENDICES:
PHYSICAL INSPECTION STANDARDS
CONCESSION INSPECTION FORMS
FINANCIAL AUDIT STANDARDS
CONCESSIONS OPERATING STANDARDS
LISTING OF KEY DEPARTMENT OF AVIATION PERSONNEL
LISTING OF KEY CONCESSIONS MANAGEMENT PERSONNEL
RULES AND REGULATIONS












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INTRODUCTION:
The City of Chicago ("City") and the Chicago Department of Aviation ("CDA") welcome you to the family of concessionaires operating at the City's airports. Your concession represents an excellent business and professional opportunity to serve the traveling public as well as operate a profitable enterprise. In order to ensure quality and uniformity among all concessions, we have designed a Concessions Program that is outlined in this handbook. It is important that you review and adhere to these standards as they will serve as tools for the successful operation of your concession.

It should be noted that not all concessions are alike, and the following are designed to apply generally to all concessions. Some elements of the following may or may not apply to specific concessions and/or circumstances. CDA understands these differences and will work with each concession lo address specifics of the following program, however, each concessionaire should adhere to all of the following that apply. Ultimately, it is at the City's sole discretion at to which do and do not apply and/or which can be modified with the mutual agreement of the Concessionaire to address all of the following.

THE CONCESSIONS PROGRAM:

The CDA's Airport Concessions Program serves as the primary resource to meet the needs of the traveling public with regard to the provision of quality, reasonably-priced goods and services at Chicago's airports. To this end, CDA is further responsible for the outreach, selection, coordination and monitoring of concessionaires. In order to fulfill these responsibilities, CDA has several functional units that, as part of their overall duties, operate as liaisons to prospective and existing concessionaires. The primary units and their concession-related functions are as follows:

CDA UNIT FUNCTIONS
Commissioner's Office Policy generation and resolution.

Managing Deputy Overall coordination of revenue, finance, bonding,
insurance,
Commissioner property management and concessions functions/issues including
merchandising plans, outreach, proposal generation
and evaluation, contract negotiation, and overall
coordination and processing.

Assistant Commissioner Assist in overseeing Concessions, the monitoring
program and general airport guidelines.

Concession Management Entity retained by the CDA to assist in overseeing Representative ("CMR") Concessions, including construction of Improvements
at the airport.
Planning/Coordinating Architects Plan and design review; construction coordination and
monitoring.
Finance/Revenue Financial reporting, review and auditing.

Security Coordination of security identification and other related issues.

THE MONITORING PROGRAM:

The Monitoring Program is designed to provide a process to ensure that concessions operating in the Airports comply with the ordinances and policies of the City, provisions of their respective Lease Agreements and specific airport guidelines as established by the CDA. The primary areas that will be reviewed include financial commitments, maintenance of concession space(s), licensing (where required), and overall adherence to the provisions of the Lease Agreement.

The intent of the Monitoring Program is to benefit the traveling public and other airport visitors, concessionaires and the City.


THE PRE-MONITORING PROCESS:

After a prospective concession is selected by CDA there are five stages that precede the commencement ofthe Monitoring Program.

STAGE 1 - CITY COUNCIL APPROVAL

Upon completing lease negotiations with the concessionaire, CDA forwards the lease agreement ("Agreement"), signed by the Tenant, to the City's Law Department. After the Law Department's review of the form and legality of the proposed concession agreement, the proposed tenant is introduced to the full City Council. City Council sends the Agreement to the Aviation Committee for review. The Aviation Committee approves, rejects or requests further information. Once approved by the Aviation Committee, the recommendation is forwarded to the full City Council for final approval. In most cases, recommendations submitted to the full Council by Committee are ratified, usually at the next meeting. This approval is documented in the "Journal of Proceedings." The documented approval and contract are then forwarded to the Mayor and other pertinent City departments for execution.


STAGE 2 - LEASE AGREEMENT

The Lease Agreement outlines a concessionaire's contractual relationship with the City. It delineates the responsibilities, expectations and the requirements of both parties, financial and non-financial. During negotiation of the terms of the agreement, you will have cause to interact with individuals from the CDA and the CMR Office. The Managing Deputy Commissioner of Concessions will oversee the processing of the Lease Agreement as well the Monitoring Program.








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STAGE 3 - DESIGN APPROVAL

All concessionaires must submit a conceptual, schematic drawing which shows the general design ofthe unit. The Planning and Architecture departments will review the concept, and if the approval is given, a letter will be sent giving conceptual approval and requesting 100% architectural drawings including a complete materials board, plans and specifications so the plans meet the CDA requirements and aesthetic appeal. Upon providing approval ofthe 100% plans, Architecture will send a letter to the concessionaire giving authority to apply to the City Buildings Department for building permits. In no case may construction begin prior to the receipt of this approval. The Planning Unit will also monitor construction in progress.

STAGE 4 - PRE-CONSTRUCTION APPROVAL

Prior to construction, each concession will meet with the CMR for the purpose of providing the concessionaire with general airport construction guidelines. Examples of these guidelines are locations and times for pick-ups, deliveries, refuse disposal, elevator usage, and badging.

Following the operations meeting, the CMR will schedule a pre-construction meeting with CDA. Prior to the meeting, the General Contractor for the project will submit all documents, permits and approvals to CDA for review. Construction may begin following approval at the pre-construction meeting.

STAGE 5 - CONSTRUCTION

After the contract is finalized, each concessionaire has a specified period to commence and complete construction based on approved design and construction specifications. During this period each concessionaire has the responsibility to expeditiously begin and obtain all necessary approvals, licenses, insurances, etc. Each concessionaire should maintain communication with the CMR during the process to ensure that all construction and licensing requirements are addressed in a timely fashion. It is important that the concession be open to the public within the time parameters specified in the Agreement.

KEY ELEMENTS OF THE MONITORING PROGRAM:

The Concessions Monitoring Program consists of three primary elements: operations reviews, -audits and pricing reports. Operations reviews will be conducted on an ongoing basis by the CMR. The operations review form in Appendix 2 will provide a frame work for this component of the Monitoring Program.

Financial and compliance audits will be conducted on an annual and periodic basis, respectively. Financial audits will review all financial, bonding and insurance related requirements.

As specified in the Agreement, each concession shall submit an annual pricing report.


PHYSICAL INSPECTIONS|1010|
The Monitoring Process will include ongoing site inspection of each concession site by the CMR. Typical inspections will consist of reviews of facilities, general maintenance, employee practices, product/price conformity and space utilization. Inspection staff will use the CMR Operation Review Form (Appendix 2) to record their findings and observations. Reviews will be sent to the concession manager for review and follow-up on all review items. Non-compliance could result in liquidated damages being levied and/or commencement of default proceedings, dependent upon the nature ofthe violation.

FINANCIAL AUDITS
In accordance with the provisions of the standard Concession Lease Agreement, CDA , reserves the right to require a certified public and/or City audit of all books, ledgers, journals, accounts and records of its concessions.

COMPLIANCE AUDITS
On a regular basis, the CDA will review compliance with insurance coverage, financial commitments and financial reporting requirements. Non-compliance could result in liquidated damages being levied and/or commencement of default proceedings, dependent upon the nature ofthe violation. Additionally, compliance with ACDBE Special Conditions will be audited.

SECRET SHOPPING
The CDA, from time to time, may hire an outside contractor to perform "secret shopping" and evaluate employee performance of each concession location. Such reviews shall be used to monitor customer service and cash handling procedures among other things.

SUMMARY:

The Monitoring Program will provide a basis of uniformity to all concessions. Adherence to the Concession Lease Agreement as well as the elements of this Handbook will contribute to the successful operation of your business.

The following Appendices will further delineate additional information/requirements stated above.

















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APPENDIX 1

PHYSICAL INSPECTION STANDARDS:


FACILITY MAINTENANCE STANDARDS

ITEMS:
Overall appearance
Cleanliness of counters, displays, floors, fixtures, equipment, etc. Litter management/control Pest control

STANDARD:
Clean and neat to the eye.
Free of dust and litter upon inspection.

ACTION:
Expect employees to clean/dust/sweep/vacuum/mop daily. Utilize covered metal waste receptacles. Have waste receptacles in high traffic areas.
Empty waste receptacles into designated compactor areas on a regular basis.
Have grease traps serviced and cleaned as often as necessary.
Instruct employees to look for and clean problem areas.
Provide for regular pest control service to sales and storage areas.
Have a plan/system for emergency clean-ups and replacement of broken or worn fixtures.
Report any damage to the premises to CDA and your insurance company (if
applicable)
immediately.

ITEMS:
Lease line maintenance "Pop-out" areas

STANDARD:
All customer lines must be maintained within the Leased area.
Merchandise and displays must be maintained within the Leased area.
Solicitation and sampling must be maintained within the Leased area.
Only CDA approved fixtures may be placed in the pop-out area (if so designated in the
Agreement) at the front of the space.

ACTION:
Train employees to direct customer lines so they do not spill out into the public corridor. Review tenant design criteria for approved merchandising and fixtures. Obtain written approval from CDA prior to adding or removing any merchandise fixtures or other objects within the pop-out area.

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ITEMS:
Altering of layout
Re n o vations/co n stru ctio n
Signage/advertising

STANDARD:
Written approval, prior to action, by the Commissioner of Aviation. ACTION:
Consider areas for improving the concession location either from layout changes or renovation.
Submit requested changes for approval with appropriate drawings, etc., to the CMR prior
to initiation of the changes.
Ali signs must be professionally produced.
All signs and sign holders must be kept clean and in good repair.
All signs must be pre-approved by the Commissioner or a representative of the Commissioner.

ITEMS:
Properly functioning equipment

STANDARD:
Preventative maintenance program.
Ongoing, reliable, licensed source for immediate repairs.

ACTION:
Have employees' spot check all equipment for possible malfunction. Maintain a back-up/alternative plan. Repair equipment as soon as possible.

EMPLOYEE STANDARDS

ITEMS:
Courteous and professional appearance Proper dress
Proper identification including CDA security badge Customer Service
Attend customer service meetings, as offered STANDARD:
Employees should be polite and courteous to the traveling public. Employees must wear clean and neat uniforms or approved attire. Employees must not eat while on duty.
Employees must display a CDA issued security badge in addition to any other employee identification. Only badged employees may work in the secured portion of the airport.



|1010|
Employees must be familiar with the Merchant Handbook. Employees are to offer general public services:
-Making change
-Giving directions

ACTION:
Train employees in proper customer service techniques using the Merchant Handbook provided to all companies.
Give all new employees airport tours so they are familiar with the airport layout and available services.
Encourage employees to be polite and courteous.
Provide necessary employee breaks to discourage eating while on duty.
Supply employees with uniforms or at least a written standard, if they are responsible for
their own, as well as guidelines for proper maintenance of the uniform.
Supply employees with company identification.
Obtain CDA security badges for all employees.
Supply employees with a company policies and procedures manual so that they know what is expected of them.

ITEMS:
Sanitary handling of foods/beverages
Proper cleaning and maintenance of food areas

STANDARD:
Employees must handle food in a safe and sanitary manner.
Employees must comply with all company and governmental health regulations and Lease requirements.

ACTION:
Provide explicit instructions to employees on the safe and sanitary handling of foods. Obtain and post proper instructions regarding health information available from City, State and Federal sources.
Provide explicit instructions for cleaning food areas in a manner that will not possibly lead to any harmful contamination.
A Certified Food Manger must be on-site during food preparation. A Safe Food Handling Certificate must be posted.

PRODUCT STANDARDS

ITEMS:
Selling of authorized products only Adequate inventory level Proper/professional approved signage Merchandising Product pricing


|10 10|
STANDARD:
Only authorized products can be sold as determined in the Lease Agreement. Only use professionally produced or printed signage as approved by CDA. Merchandising permitted only within the confines of the locations, unless as authorized in writing, by CDA.
Must adhere to Value Pricing as provided in the Lease Agreement. ACTION:
Use professionally produced, approved signage only.
Consider innovative ways to merchandise your products/services.
Obtain written approval from the Commissioner of Aviation prior to implementing
merchandising that will go beyond the confines of your space or that is outside of the terms
of the Lease Agreement.
Mainlain adequate inventory levels.
Notify the Department when adding, deleting or changing merchandise or changing prices.
Maintain pricing as provided in the Lease Agreement. AUXILIARY SPACE STANDARDS ITEM:
Storage Area Corridors, common areas Pick-up, delivery and disposal

STANDARD:
Safe use of storage space.
Proper storage of potentially flammable items in accordance with fire codes. Provide adequate ingress and egress within storage space. Clear aisles and corridors.
Pick-ups and deliveries during designated hours at designated locations as determined by CDA.
Refuse disposal during designated hours at designated locations as determined by CDA.

ACTION:
Use storage space wisely.
Maintain a system providing for access by authorized personnel only. Report any tampering with or malfunctioning of security locks, gates, etc. Keep corridors and common areas free of debris, trash, carts and stock. Provide pest control service on a regular basis. Refrain from using luggage carts for deliveries. Dispose of refuse during designated hours.







10

APPENDIX 2

CONCESSIONS INSPECTIONS ARE DOCUMENTED USING THE CHICAGO DEPARTMENT OF AVIATION'S AIRPORTWARE RETAIL MANAGEMENT SYSTEM FOR AIRPORTS



























Airport Concessions Program Handbook Page 11 Rev. 07/30/2020

I F&B Storage
' Dishwashing Area ' • < . ¦* ¦¦ . - ,/¦'¦ .'. v ¦ ¦¦¦ . -:'f
Is Dishwashing Area Dry and Clean?
Debris on floor in dishwash area
Standing water in dishwash area

Are Maintenance Audits Posted and Filled Out? Are Prices Prominently Marked or Signed? Is the Business License on-site? Is the Food Handlers' Certificate Log on-site? Is the Food Temp Log on-site?
Food Temps have not been taken/Temps okay
Is the Health Department Inspection Report Posted? Is the Pest Control Log on-site?

Are Refrigerator/Freezer Temps Okay and in Good Repair?
Cooler needs repair
External Temp gauges not working
Freezer needs repair
Inside of Cooler/Refrigerator/Freezer needs cleaning
Outside Doors of Refrigerator/Freezer needs cleaning
Refrigerator needs repair
Are Soda and Condiment Stations Clean and Maintained?
Needs detail cleaning
Is Cash Register Clean and Maintained? Is Grill/Cook Line Equipment Clean?
Equipment needs detail cleaning
Is Ice Machine Clean and in Good Repair?
Leaking/needs repair -Mold
Exterior ¦ .-r.-r .**¥¦.: .-j^.y^---,^^y.'.j^/.J ^. , - »¦ ¦ •-' Md
Are Blade, Facia, and Sign Holders in Good Condition? Are Hours of Operation Posted? Are Signs/Items Infringing on Corridor? Is Facade Clean and Maintained? Is the Exterior in Good Condition?
r .-—¦—¦ -j.-.-^- rr"'—-—~—r-—in 1 f - T1r?J77.T""^;-'-ro>-ttt—z~«ir*-—— —'¦"~~r^—rr~T,:7~',v*'~r"rr-v>
j Interior ¦ :- ' " 1 . . • ., . - -¦ " ,; .v °j
Are Ceilings/Walls/Floors Clean and Maintained?
Are Counters Clean and Maintained?
Are Fixtures and Furniture Clean and Maintained?
Are Light Fixtures and Lights Clean and Maintained?
Are Supplies/Product Raised off the Floor?
Are Trash Receptacles Clean and Maintained?
Is Bar Area Clean and Maintained?
Is Cash Wrap Clean, Free of Debris, and Maintained?
Is Front of House/Dining Area Clean and Maintained?
Is there Adequate Circulation Space for Passenger Traffic?
| ¦ ~' ¦ ' ; ~ ~ "|9
10|j Merchandise/Product w _^ ¦ ^ " r „ ' :i
Are Merchandise/Product Levels Adequate?


12

%PeSt Control*
Is there Pest Evidence?
Flies
Mice
Mouse Droppings
Roach Droppings
Roaches

Does all Food Appear to be Fresh? Is Safe Food Handling Practiced?
Food Product
Personal
Is the Food Service Manager on-site?
'^¦Saf^iRejiuirements^
Are C02 Tanks Secured?
Are Cleaning Supplies Segregated from Merchandise/Product? Are Exit Sign in Good Condition?
Is Fire Safety Equipment tagged, marked, and unobstructed? (Fire Extinguisher, Ansul System, Sprinkler, Egress, Electrical)
^SinEslfi^
Are Floor Drains clean?
Drains need cleaning
Drains need cover/screen Hot Water?
Is 3 Compartment Sink working properly?
3-Comp. Sink not draining properly
Clean Grease and debris around grease trap
Grease trap needs cleaning
Grease trap needs to be sealed
Leaking/needs to be sealed
Standing water
Is Hand Sink working properly?
Hand Sink not draining properly
Leaking/needs to be sealed
Standing water
Water is not reaching Temp (110) Is Mop Sink working properly?
Leaking/needs to be sealed
Mop Sink not draining properly
Mops not hung properly
Standing water

Are All Sales Being Rung Appropriately?
Are Cash Handling Employees working in the Food Prep Area?
Are Employee IDs Visible Above the Waist?
Are Employees Courteous, Informed, and Greeting Customers?
Are Employees Eating or on the Phone?
Are Employees Wearing Appropriate Attire?
Are Off-Shift Staff Affecting On-Shift Staff?






13

Monthly F&B
i Dishwashing Area . --¦ . . -
Is Dishwashing Area Dry and Clean?
Debris on floor in dishwash area
Standing water in dishwash area
V Documents/Logs - ' ' ' ~" T~! "~ " ""^ ''' "~ rS"""^"'¦ ' 5 "|
Are Maintenance Audits Posted and Filled Out? Are Prices Prominently Marked or Signed? Is the Business License on-site? Is the Food Handlers' Certificate Log on-site? Is the Food Temp Log on-site?
Food Temps have not been taken/Temps okay
Is the Health Department Inspection Report Posted? Is the Pest Control Log on-site?

Are Refrigerator/Freezer Temps Okay and in Good Repair?
Cooler needs repair
External Temp gauges not working
Freezer needs repair
Inside of Cooler/Refrigerator/Freezer needs cleaning
Outside Doors of Refrigerator/Freezer needs cleaning
Refrigerator needs repair
Are Soda and Condiment Stations Clean and Maintained?
Needs detail cleaning
Is Cash Register Clean and Maintained? Is Grill/Cook Line Equipment Clean?
Equipment needs detail cleaning
Is Ice Machine Clean and in Good Repair?
Leaking/needs repair -Mold
f^xterloT" "". " ~,r^-- -——-^---7[ »A ,
Are Blade, Facia, and Sign Holders in Good Condition?
Are Hours of Operation Posted?
Are Signs/Items Infringing on Corridor?
Is Facade Clean and Maintained?
Is the Exterior in Good Condition?
! Interior ' '_' ,-• ;.¦ ¦,-0 ",¦ L" ' ¦ r "'.>• ¦ ¦ . b. .' ^
Are Ceilings/Walls/Floors Clean and Maintained?
Are Counters Clean and Maintained?
Are Fixtures and Furniture Clean and Maintained?
Are Light Fixtures and Lights Clean and Maintained?
Are Supplies/Product Raised off the Floor?
Are Trash Receptacles Clean and Maintained?
Is Bar Area Clean and Maintained?
Is Cash Wrap Clean, Free of Debris, and Maintained?
Is Front of House/Dining Area Clean and Maintained?
Is there Adequate Circulation Space for Passenger Traffic?





14

Are Merchandise/Product Levels Adequate?

Is there Pest Evidence?
Flies
Mice
Mouse Droppings
Roach Droppings
Roaches

Does all Food Appear to be Fresh? Is Safe Food Handling Practiced?
Food Product
Personal
Is the Food Service Manager on-site?

Are C02 Tanks Secured?
Are Cleaning Supplies Segregated from Merchandise/Product? Are Exit Sign in Good Condition?
Is Fire Safety Equipment tagged, marked, and unobstructed? (Fire Extinguisher, Ansul System, Sprinkler, Egress, Electrical)
¦^mks^ujmbjng/pjams Are Floor Drains clean?
Drains need cleaning
Drains need cover/screen Are Sinks draining properly? Hot Water?
Is 3 Compartment Sink working properly?
3-Comp. Sink not draining properly
Clean Grease and debris around grease trap
Grease trap needs cleaning
Grease trap needs to be sealed
Leaking/needs to be sealed
Standing water
Is Dishwashing Area Dry and Clean?
Debris on floor in dishwash area
Standing water in dishwash area Is Hand Sink working properly?
Hand Sink not draining properly
Leaking/needs to be sealed
Standing water
Water is not reaching Temp (110) Is Mop Sink working properly?
Leaking/needs to be sealed
Mop Sink not draining properly
Mops not hung properly
Standing water
rStaff "- -7-'-~~-r~ ¦ ¦ ~ - , , . : - -, —~* . ~ r^-r . ¦ ¦ "H
Are All Sales Being Rung Appropriately? Are Cash Handling Employees working in the Food Prep Area? Are Employee IDs Visible Above the Waist? Are Employees Courteous, Informed, and Greeting Customers? Are Employees Eating or on the Phone? Are Employees Wearing Appropriate Attire? Are Off-Shift Staff Affecting On-Shift Staff?
15

Retail
Documents/Logs
Are Maintenance Audits Posted and Filled Out? Are Prices Prominently Marked or Signed? Is the Business License on-site? Is the Food Temp Log on-site?
- Food Temps have not been taken/Temps okay Is the Pest Control Log on-site?
Equipment
Are Refrigerator/Freezer Temps Okay and in Good Repair?
Cooler needs repair
External Temp gauges not working
Freezer needs repair
Inside of Cooler/Refrigerator/Freezer needs cleaning
Outside Doors of Refrigerator/Freezer needs cleaning
Refrigerator needs repair
Is Cash Register Clean and Maintained?

Are Blade, Facia, and Sign Holders in Good Condition?
Are Hours of Operation Posted?
Are Signs/Items Infringing on Corridor?
Is Facade Clean and Maintained?
Interior" ". :T\k ' . : ;::'T~rTT;r~^^;;^
Are Ceilings/Walls/Floors Clean and Maintained? Are Counters Clean and Maintained? Are Fixtures and Furniture Clean and Maintained? Are Light Fixtures and Lights Clean and Maintained? Are Supplies/Product Raised off the Floor? Are Trash Receptacles Clean and Maintained? Is Cash Wrap Clean, Free of Debris, and Maintained? Is Front of House/Dining Area Clean and Maintained? Is there Adequate Circulation Space for Passenger Traffic?
I Merchandise/Product'
Are Merchandise/Product Levels Adequate?
Pest Control
Is there Pest Evidence?
Flies
Mice
Mouse Droppings
Roach Droppings
Roaches
Safety Requirements-
Are Cleaning Supplies Segregated from Merchandise/Product? Are Exit Sign in Good Condition?
Is Fire Safety Equipment tagged, marked, and unobstructed? (Fire Extinguisher, Ansul System, Sprinkler, Egress, Electrical)
Staff
Are Employee IDs Visible Above the Waist?
Are Employees Courteous, Informed, and Greeting Customers?
Are Employees Eating or on the Phone?
Are Employees Wearing Appropriate Attire?

16

I Retail Storage j
' Documents/Logs ¦ - ^.-¦= ¦ ¦ . ¦ ¦ ¦¦¦ : ¦¦• . a- : . ^agsa^ a^^gq-^^ ¦¦ ... j
Are Maintenance Audits Posted and Filled Out? Are Prices Prominently Marked or Signed? Is the Business License on-site? Is the Food Temp Log on-site?
Food Temps have not been taken/Temps okay Is the Pest Control Log on-site?
i Equipment _ . .- .. . '" 1-' :'; .- . .
Are Refrigerator/Freezer Temps Okay and in Good Repair?
Cooler needs repair
External Temp gauges not working
Freezer needs repair
Inside of Cooler/Refrigerator/Freezer needs cleaning
Outside Doors of Refrigerator/Freezer needs cleaning
Refrigerator needs repair
Is Cash Register Clean and Maintained?
I Exterior . . ' .,.,. •," '/ ,1." *\.^v\.s'!"' ^ ;., y ¦.'¦¦"]
Are Blade, Facia, and Sign Holders in Good Condition?
Are Hours of Operation Posted?
Are Signs/Items Infringing on Corridor?
Is Fa?ade Clean and Maintained?
f Interior • \ - - ¦ ' .i>¦¦mV"* ~. ¦' .jU.^-> . ' ' ¦ j
Are Ceilings/Walls/Floors Clean and Maintained?
Are Counters Clean and Maintained?
Are Fixtures and Furniture Clean and Maintained?
Are Light Fixtures and Lights Clean and Maintained?
Are Supplies/Product Raised off the Floor?
Are Trash Receptacles Clean and Maintained?
Is Cash Wrap Clean, Free of Debris, and Maintained?
Is Front of House/Dining Area Clean and Maintained?
Is there Adequate Circulation Space for Passenger Traffic?
1 Merchandise/Product|9
9| j
Are Merchandise/Product Levels Adequate?
1 Pest Control . '
Is there Pest Evidence?
Flies
Mice
Mouse Droppings
Roach Droppings
Roaches
} Safety Requirements I
Are Cleaning Supplies Segregated from Merchandise/Product? Are Exit Sign in Good Condition?
Is Fire Safety Equipment tagged, marked, and unobstructed? (Fire Extinguisher, Ansul System, Sprinkler, Egress, Electrical)
I Staff |
Are Employee IDs Visible Above the Waist?
Are Employees Courteous, Informed, and Greeting Customers?
Are Employees Eating or on the Phone?
Are Employees Wearing Appropriate Attire?

17

j Weekly F&B
i Dishwashing Area
Is Dishwashing Area Dry and Clean?
Debris on floor in dishwash area
Standing water in dishwash area
j Documents/Logs ~ ~ ¦ ~C~T'~~7T"7°, ~~" ° |910|Is the Food Temp Log on-site?
Food Temps have not been taken/Temps okay Is the Pest Control Log on-site?
K Equipment
Are Refrigerator/Freezer Temps Okay and in Good Repair?
Cooler needs repair
External Temp gauges not working
Freezer needs repair
Inside of Cooler/Refrigerator/Freezer needs cleaning
Outside Doors of Refrigerator/Freezer needs cleaning
Refrigerator needs repair
! interioT
Are Ceilings/Walls/Floors Clean and Maintained? Is Bar Area Clean and Maintained?
^Pest Control ;J Vi^g^^ggg^j:-^':-'* » ¦/'TTt- .-. ' 1
Is there Pest Evidence?
Flies
Mice
Mouse Droppings
Roach Droppings
Roaches
FsTfe "r^qdT^dTing" '~'^^^^7r?^'^^^;7^ -': ""^!
Is the Food Service Manager on-site?
; Safety Requirements [ ' ^ ^ , . ¦¦¦ ' ¦¦ . |
Are C02 Tanks Secured?
Are Exit Sign in Good Condition?
Is Fire Safety Equipment tagged, marked, and unobstructed? (Fire Extinguisher, Ansul System, Sprinkler, Egress, Electrical)
FSinksTPIumbing/Drains. ~ ~"„. ... . ._'.„¦. ... I
Are Floor Drains clean?
Drains need cleaning
Drains need cover/screen Hot Water?
Is 3 Compartment Sink working properly?
3-Comp. Sink not draining properly
Clean Grease and debris around grease trap
Grease trap needs cleaning
Grease trap needs to be sealed
Leaking/needs to be sealed
Standing water
Is Hand Sink working properly?
Hand Sink not draining properly
Leaking/needs to be sealed
Standing water
Water is not reaching Temp (110) Is Mop Sink working properly?
18

Leaking/needs to be sealed
Mop Sink not draining properly
Mops not hung properly
Standing water

APPENDIX 3
FINANCIAL AUDIT STANDARDS:

In accordance with the provisions of most Concession Lease Agreements, CDA reserves the right to audit and review the records of each concession as they relate to the operation of the concession. Therefore, the following will serve as the standards and practices that will govern those audits/reviews.

Lease Fees
Each concessionaire shall submit the rent and fees in accordance with its Agreement. Records
Each concession is required to maintain true and accurate accounts, records, books and data recording all sales made and services performed on the premises for cash, credit or other conveyance including the gross receipts. The following represent appropriate practices that will reflect the prior stated requirements:

Maintenance of an internal control system (e.g. cash register, point of sale equipment) to insure proper reporting to the City.

Books, ledgers, journals, accounts and/or records must be maintained according to generally accepted accounting principles.

Each concession must provide timely submission of the audited "Statement of Sales and Fees" and annual audited financial statements based upon their individual reporting system.
Other items as required in the Agreement.

Insurances

The following insurances are customarily required during the terms of the Agreement and should be maintained at the levels specified by the Agreement:

Worker's Compensation Comprehensive General Liability Comprehensive Automobile Liability Property Insurance
Other insurance as required in the Lease Agreement

The City of Chicago will be named as "Additional Insured", with the following language: "The City, and its elected and appointed officials, agents, representatives, and employees shall be named as additionally insureds..."



20

Security Deposit/Letter of Credit

All concessions must provide a letter of credit or cashier's check per the terms of the Agreement.


















































21

APPENDIX 4

CONCESSIONS OPERATING STANDARDS:

General Airport Guidelines

The following guidelines are examples of the types of issues that will be reviewed with the City's CMR, who will provide each operator with specific guidelines for their concession.
Pick-up and deliveries to/from specific areas at specified times.
Refuse disposal at specific and designated areas/times.
Unauthorized use of restricted Airport areas.
Adherence to minimum business operating hours.
Agreement to emergency hours as may be determined by CDA under special conditions.
Elevator use at designated times.
Ingress and egress from designated areas, as outlined in Agreement. Proper and improper use of signage.

Laws and Ordinances

CDA reserves the right to adopt and enforce reasonable rules and regulations with respect to the use of the Airport, terminal buildings, terminal concourse areas, and related facilities.

All concessions must observe all laws, ordinances, regulations and rules of the Federal, State, County and Municipal governments which may be applicable to the operation at the Airport.

Permits and Leases necessary for the operation of the concession areas must be obtained prior to the first day of operation, and renewed annually as needed.


Default Notices

The CDA reserves the right to issue a Default Notice to any concessionaire who is not in compliance with the Agreement.















22

APPENDIX 5


KEY DEPARTMENT OF AVIATION PERSONNEL:
NAME/TITLE

Castalia Serna
Deputy Commissioner of
Concessions

Glen Ryniewski
Assistant Commissioner of Concessions Drew Homyk
Projects Administrator / MDW

Horatio Watson Projects Administrator

Marc Wright Projects Administrator

Russell Johnson Projects Administrator

Michael Stein Projects Administrator
TELEPHONE NUMBER (773) 894-3059

(773) 686-3730 (773) 838-3992 (773) 894-3321 (773) 894-5422 (773) 686-4899 (312) 489-9080






















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Page 24
APPENDIX 6


KEY CONCESSION MANAGEMENT REPRESENTATIVE (CMR) PERSONNEL:
NAME/TITLE

Joseph Crump Managing Director

Yolanda Woodruff
Director of Retail Operations

Dorine Litman
Property Manager / ORD

Patricia Grzyb
Property Manager / MDW

Sungjin Choi
Construction and Design Manager
TELEPHONE NUMBER

(773) 894-3905 (773) 307-9339 (cell)

(773) 894-5463 (773) 844-0821 (cell)
(773) 894-3908 (773)671-3908 (cell)
(773) 838-0733 (312) 907-8820 (cell)

(773) 686-7606 (312)301-1043 (cell)





























Airport Concessions Program Handbook

APPENDIX 7

RULES AND REGULATIONS:

Lessee shall, at all times during the term of the Lease Agreement:
Use, maintain and occupy the Premises in a careful, safe, professional and lawful manner. Keep Premises and its appurtenances in a clean and safe condition.
Keep all glass in the doors and windows of the Premises clean and in good repair with floor displays and shelving cleaned daily.
Not place, maintain or sell any merchandise or place any signage in any vestibule or entry to the public area adjacent to the Premises, or place any signage in the public area adjacent to the Premises, or elsewhere on the outside of the Premises without the prior written consent of the Commissioner.
At its own cost, keep Premises in a clean, orderly and sanitary condition, free of insects, rodents, vermin and other pests.
Not permit accumulation of garbage, trash, rubbish and other refuse inside or outside the Premises, and keep refuse in closed containers within the interior of the Premises until removed. Not place any rubbish, litter, trash, or material of any nature in the parking areas, exterior areas, entryways, passages, doors, elevators, hallways, or stairways of the Airport. Comply with any recycling program as directed by the Commissioner.
Not use, or permit the use of any apparatus or instruments for musical or other sound reproductions or transmissions in such manner that the sound emanating therefrom or caused thereby shall be audible beyond the interior of the Premises, without the prior written consent of the Commissioner.
Not use helium balloons and blinking lights.
Not cause or permit objectionable odors to emanate from the Premises.
Not deliver or permit delivery of merchandise at any time other than those times allowed by the Commissioner or her designated representative.
Maintain and keep operational all electric signs, and where applicable, light the show windows and exterior signs of Premises during hours of operation.
Use only signage of professional quality. All signage must be approved by the Commissioner or her designated representative. Handwritten signs of any kind are not permitted. Signage or other materials may not be taped to windows.
Prominently sign or mark pricing on each product or mark with easily recognizable professional signage.
Keep all mechanical apparatus in good working order and free of vibration and noise.
25

Not overload the floors or electrical wiring or install any additional electrical wiring or plumbing without the Commissioner's prior written consent.
Not use show windows on the Premises for any purpose other than display of merchandise for sale. Merchandise must be kept in a neat, professional and attractive manner.
Not conduct, permit or suffer any public or private action sale to be conducted on or from the Premises.
Not solicit business in the common area of the Airport or distribute handbills or other advertising materials in the common area. If this provision is violated, the Lessee shall pay the City the cost of collecting same from the common area for trash disposal. Lessee shall not hold demonstrations in the Premises or any other area of the Airport. Lessee agrees to cooperate and assist the City in the prevention of canvassing, soliciting and peddling within the Premises or Airport.
Not use the plumbing facilities in the Premises for any purpose other than that for which they were constructed or dispose of any foreign substance therein, whether through the utilization of "garbage disposal units" or otherwise. If Lessee uses the Premises for the sale, preparation or service of food for on-premises consumption, Lessee shall install such grease traps as shall be necessary or desirable to prevent the accumulation of grease or other wastes in the plumbing facilities servicing the Premises. Lessee shall contract with a grease trap/plumbing service for periodic maintenance of its plumbing facilities. Lessee shall provide the City with a copy of said service contracts.
Not operate in the Premises or in any part of the Airport any coin or token operated vending machines or similar devices for the sale of any merchandise or service, except as may be allowed in the Lease Agreement or with the prior written consent of the Commissioner.
Not have slot machines, devices, or other gambling games on the Premises or in any part of the Airport without the prior written consent of the Commissioner.
Refer all contractors or contractor's representatives rendering any service on or to the Premises for the Lessee, to the City or the CMR for approval before performance of any contractual service provided that they meet insurance requirements.

Lessee's contractors and installation technicians shall comply with the City's rules and regulations pertaining to construction and installation. This provision shall apply to all work performed on or about the Premises or the Airport, including installation of telecommunication devices, electrical devices, attachments and installations of any nature affecting floors, walls, woodwork, trim, windows, ceilings and equipment, or any other physical portion of the Premises or project.
Keep from public view all personal property, cups, papers, cleaning and other supplies.
Not permit employees to eat, drink or sleep in public view.
Not at any time occupy any part of the Premises or project as sleeping or lodging quarters.

26

Not place, install or operate on the Premises or in any part of the Airport any engine, stove or machinery, or conduct mechanical operations or cook thereon or therein, or place or use in or about the Premises or project any explosives, gasoline, kerosene, oil, acids, caustics, or any flammable, explosive or hazardous material.
Insure that staff members are, at all times, appropriately dressed (as designated in the Lease Agreement) with airport badges in view.
Not hold the City responsible for lost or stolen personal property, equipment, money or jewelry from the Premises or the Airport regardless of whether such loss occurs when the area is locked against entry or not.
Not have dogs, cats, fowl, or other animals brought into or kept in or about the Premises or Airport.
Not use the public restrooms for any purpose other than those for which they were constructed, and any damage resulting to them from misuse or by the defacing or injury of any part of the building shall be borne by the person who shall cause it. No person shall waste water by interfering with the faucets or otherwise.
Not lay floor covering within the Premises without written approval of the Commissioner. The use of cement or other similar adhesive materials not easily removed with water is expressly prohibited.
Comply with and ensure that Lessee's employees comply with the City's non-smoking policy for the Airport.
Post any Emergency Evacuation Plan adopted by the City. Lessee shall post the Plan in a place which is non-visible to Lessee's customers, but visible to Lessee's employees. Train all employees regarding Lessee's Emergency Evacuation Plan and other emergency procedures.
Along with its employees, agents and invitees park their vehicles only in those parking areas allowed by the City. If requested, furnish the City with state automobile Lease numbers of Lessee's vehicles and its employees' vehicles and shall notify the City of any changes within five (5) days after such change occurs. Concessionaire or its employees shall not leave any vehicle in a state of disrepair (including without limitation, flat tires, out-of-date inspection stickers or Lease plates) on Airport property or in its parking areas.
Comply with all parking rules and regulations including any sticker or other identification system established by the City. Failure to observe the rules and regulations shall terminate Lessee's right to use the parking area and subject the vehicle in violation of the parking rules and regulations to removal or impoundment. No termination of parking privileges or removal or impoundment of a vehicle shall create any liability on the City or be deemed to interfere with Lessee's right to possession of its Premises. Vehicles must be parked entirely within the parking lines and all directional signs, security notices, arrows and posted speed limits must be observed. Parking is prohibited in areas not striped for parking, in aisles, where "No Parking" signs are posted, on ramps, in cross hatched areas, and in other areas as may be designated by the City. Parking stickers or other forms of identification, if any, supplied by the City, shall remain the property of the City and not the property of Lessee and are not transferable. Every person is required to park and lock his vehicle. All responsibility for
27

damage to vehicles or persons is assumed by the owner of the vehicle or its driver.
Follow all ID Badging procedures as may be required by the Commissioner or her designated representative.
Instruct employees to report spills, hazardous conditions and any suspicious activities to the appropriate party as directed by the Commissioner or her designated party.
Not use luggage carts for product deliveries.
Use only delivery carts and equipment as approved by the Commissioner or her designated party.
Use only designated elevators for deliveries.
Surrender all keys to the Premises to the Commissioner upon termination of this Lease Agreement.
Comply with the City's desire to maintain in the Airport the highest standard of dignity and good taste consistent with comfort and convenience for the Lessee. Any action or condition not meeting this high standard should be reported directly to the City. Lessee's cooperation will be mutually beneficial and sincerely appreciated.
The City reserves the right to make such other and further reasonable rules and regulations as in its judgment may from time to time be necessary for the safety, care and cleanliness of the Premises and for the preservation of good order therein.


























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EXHIBIT 11 LIQUIDATED DAMAGES
EXHIBIT 11 LIQUIDATED DAMAGES
Licensee acknowledges the City's objective to provide the public and air traveler with the level and quality of service as described herein. Accordingly, the City has established liquidated damages and not penalties, as set forth in the table below, that it may assess, in its reasonable discretion, for various violations of the provisions of this Agreement, the Airport Concession Program Handbook, and/or City Rules and Regulations. Licensee and the City agree that the fines set forth herein are reasonable, and Licensee further agrees to pay to the City in accordance with amounts specified herein upon each occurrence of the specified violation and upon written demand by the City.
Notwithstanding any other liquidated damages provisions provided for in this Agreement, the liquidated damages shown on the table below are intended to reflect the inconvenience to the public and adverse effects on the Airport's operation. Written notice of a violation hereunder shall be given by the City to Licensee pursuant to Section 11.7 of the Agreement. Payment of liquidated damages shall not relieve the Concessionaire of responsibility for damage, personal injury, or the harm caused by any of these violations. Licensee further acknowledges that the liquidated damages are not exclusive remedies, and the City may pursue other remedies as allowed for in this Agreement and at law, at the Commissioner's or CMR's sole discretion. The City's waiver of any liquidated damages provided for below shall not be construed as a waiver of the violation or Licensee's obligation to remedy the violation.
For the first violation of a requirement during any 12-month rolling year, the City will provide written notice to Licensee to correct the violation within the time specified in the notice, which such time period shall be consistent with any applicable time period proscribed in the Agreement or, if no time period is proscribed, reasonable.
For the second and third violation of the same requirement during any 12-month rolling year commencing upon the first notice of violation, the City will provide written notice to Licensee to correct the violation within the time specified in the notice. If not corrected within the specified time period, liquidated damages shall be immediately assessed.
Further, after the third violation of the same requirement within any 12-month rolling year, the City reserves the right, in its sole discretion, to deem the repeated violations an Event of Default and to seek any other remedies available to it under this Agreement.

Notwithstanding the foregoing, any act or failure to act by the Licensee which such act or failure to act is an "Infraction" listed in the chart below shall not give rise to liability for liquidated damages hereunder provided that such failure was the direct result of the City's failure to perform an obligation hereunder or an force majeure event as set forth in Section 11.20 of the Agreement.

Infraction 1" Violation 2nd Violation 3rd Violation
Value Pricing, Article 4.04: Failure to comply with policy referenced Written Warning $250/incident $500/incident
Operational Requirements, Article 4.05: Failure to comply with Physical Inspection Standards Written Warning $250/incident $500/incident
Hours of Operation, Article 4.07: Failure to operate during minimum required hours of operation Written Warning $250/incident $500/incident
Personnel Standards, Article 4.07: Failure to comply with any of the Standards referenced Written Warning $250/incident $500/incident
Operation and Maintenance Standards, Article 4.06: Failure to comply with any of the Standards referenced Written Warning $250/incident $500/incident
Reports, Article 6.0: Failure to provide sales and related reports. Written Warning $500/incident $l,000/incident
Failure to comply with all state, federal, and security rules, regulations, and directives per Article 10.3. Written Warning $500/incident $l,000/incident
Failure to accept payment types, Article 4.05: Automated Retail Vending Machine Standards Written Warning $100/day of non­compliance $200/day of non-compliance
Failure to maintain product inventory consistently above 90% as per article 4.03. Written Warning $100/day of non­compliance $200/day of non-compliance

Failure to refill product inventory when 60% or less within a 24-hour period as per Article 4.03. Written Warning $100/day of non­compliance $200/day of non-compliance
Failure to conduct repairs within 48 hours of written notification as per article 4.07. Written Warning $100/day of non­compliance $200/day of non-compliance
Failure to address customer complaint(s) within 24 hours and receiving more than 6 customer complaints in a one-month period as per Article 4.04. Written Warning $100/day of non­compliance $200/day of non-compliance
(Initial Here)
EXHIBIT 12 UTILITY USAGE FEE
EXHIBIT 12 UTILITY USAGE FEE


The Utility Usage Fee will be billed and payable as Additional Rent on a regular basis to compensate for utilities furnished to the Licensed Space. Unless the Licensee has elected to utilize meters, at Licensee's sole cost, pursuant to Section 4.08, Licensee shall provide the City with the manufacturer's official utility usage specifications upon installation of each automated retail vending machine. Licensee's Utility Usage Fee equals the sum of the estimated utility usage for the relevant billing period of each of Licensee's automated retail vending machines (or the actual metered usage, as applicable) multiplied by the then applicable utility rate. The utility rate is adjusted annually and shall be the rate in use by the energy company supplying service to the Airport on January 1 of each year such Utility Usage Fee is incurred. The City may at any time change and utilize any reasonable alternative method of calculating the Utility Usage Fee and such periodic updates shall not require an amendment to this Agreement.
EXHIBIT B-2
AUTOMATED RETAIL LICENSE AGREEMENT


BETWEEN


THE CITY OF CHICAGO (CHICAGO DEPARTMENT OF AVIATION)

AND

Prepango LLC
FOR
AUTOMATED RETAIL, SERVICES AND FOOD CONCESSIONS
AT
LORI E. LIGHTFOOT MAYOR
JAMIE L. RHEE COMMISSIONER
CHICAGO O'HARE INTERNATIONAL AIRPORT


TABLE OF CONTENTS
SIGNATURE PAGE Signature Page
ARTICLE 1. CITY APPROVAL
ARTICLE 2. INCORPORATION OF BACKGROUND AND EXHIBITS|910|Incorporation of Background|910|Incorporation of Exhibits|910|ARTICLE 3. DEFINITIONS|910|Definitions|910|Interpretation|910|ARTICLE 4. LICENSE AND LICENSEE'S OBLIGATIONS|910|4.1 Concession License|910|No Assignment, Sublicense or Other Uses|910|Products 9
4.4 Pricing 9
Automated Retail Vending Machine Standards 10
Installation, Repairs and Maintenance 11

Operation of Concession 14
Utilities and Utilities Access 16
Marketing and Promotion 17
MBE/WBE Compliance 17
ARTICLE 5. LICENSED SPACES 18
5.1 Location of Automated Retail Vending Machines 18
52 Storage Space 18
Additional Space 18
Relocation Space 19

Licensee Proposal for Modification to Licensed Spaces 19
Maximum Number of Automated Retail Vending Machines 20
ARTICLE 6. FEES, PAYMENT TERMS AND REPORTS 20
Fees Payable 20
Time of Payments 21
Material Underpayment or Late Payments 22
Reports 22
ARTICLE 7. TERM OF AGREEMENT 24
7.1 Term of Agreement 24

Holding Over 24
Extension Option 24
Termination Due to Change in Airport Operations 24
Early Termination 24
ARTICLE 8. INSURANCE, INDEMNIFICATION AND SECURITY 25
Indemnification 25
Insurance Requirements 26
Disclaimer by City 26
Security 26
ARTICLE 9. EVENTS OF DEFAULT, REMEDIES AND TERMINATION 28
9.1 Events of Default 28
Remedies 29
Effect of Default and Remedies 31
ARTICLE 10. SPECIAL CONDITIONS 31
10.1 Warranties and Representations 31
102 Business Documents, Disclosure of Ownership Interests and Maintenance of Existence
34
103 City's Right to Assign 35
10.4 Transfer or Change of Ownership 35
Compliance with Laws 37
Airport Security 43
10.7 Non-Discrimination 44
103 Airport Concession Disadvantaged Business Enterprises (ACDBEs) 46
109 No Exclusive Right 47
Avigation Easement 47
National Emergency 47
2014 Hiring Prohibitions 47
ARTICLE 11. GENERAL CONDITIONS 48
11.1 Entire Agreement 48
Counterparts 48
Amendments 48
11.4 Severability 48
Covenants in Subcontracts 49
Governi ngLaw 49
11.7 Entire Agreement 49

1U8 Successors and Assigns; No Third-Party Beneficiaries 50
Subordination 50
Conflict 51
Offset by Licensee 51
Waiver; Remedies 51
Authority of Commissioner 51
Estoppel Certificate 51
No Personal Liability 52
Limitation of City's Liability 52
Jo'nt and Several Liability 52
Non-Recordation 52
Survival 53
1120 Force Majeure 53
SIGNATURE PAGE SIGNED:
CITY OF CHICAGO


By:
Mayor
Date:


RECOMMENDED BY:
Commissioner of
Aviation APPROVED AS TO FORM AND LEGALITY: Senior Counsel

(LICENSEE)


By:


Its:
[Title]
Date: [Notary]
AUTOMATED RETAIL LICENCE AGREEMENT

This Automated Retail License Agreement ("Agreement") is entered into as of
, 2021 ("Effective Date"). The Agreement is by and between
[legal name of entity] a(n) [type of entity
and state of organization] doing business as [d/b/a name, if different from
legal name of entity] ("Licensee"), and the City of Chicago, a municipal corporation and home rule unit of local government under the Constitution of the State of Illinois ("City"), acting through its Chicago Department of Aviation ("CDA" or "Department").
BACKGROUND
The City owns and, through CDA, operates Chicago O'Hare International Airport ("O'Hare" or the "Airport"). O'Hare includes an international terminal, three domestic terminals, a multimodal facility and a transportation center (collectively, the "Terminals"). The City has determined that certain portions of the Terminals will be used for food, beverage and retail concessions designed to serve the needs of Airport patrons and employees and desires to operate its concession program at the Terminals to strive to meet the needs and desires of Airport users by providing first-class food, beverage, retail and service facilities.
The City issued a Request for Proposals ("RFP") for a concession at the Airport and Licensee responded with a proposal to operate a concession featuring convenience, food, beverage, gift and vending merchandise at O'Hare. The City desires to grant Licensee, and Licensee desires to accept, a license to operate such a concession at the Terminal location(s) identified in this Agreement, all under the terms and conditions of this Agreement.
The City has selected Licensee to provide automated retail, services, and food facilities and/or kiosks in the Terminals. These automated facilities should utilize the latest in technology offering customers the ability to purchase branded food, beverage or retail products or provide interactive services via automated retail vending machines with touch screen or e-commerce technology.
The City and Licensee acknowledge that the continued operation of the Airport as safe, convenient, and attractive facility is vital to the economic health and welfare of the City of Chicago, and that the City's right to supervise performance under this Agreement by Licensee is a valuable right incapable of quantification. Therefore, the City and Licensee agree as follows:


TERMS AND CONDITIONS
ARTICLE 1. CITY APPROVAL
This Agreement is subject to approval by the City Council of the City of Chicago. The City is not bound by the terms of this Agreement until such time as it has been approved by the City Council and has been duly executed by the Mayor of Chicago or the Mayor's proxy. As

provided in Section 11.13, where the approval or consent of the City is required under this Agreement, unless expressly provided otherwise in this Agreement, it means approval or consent of the Commissioner, the Commissioner's authorized representative or such other person as may be duly authorized by the City Council. As provided in Section 11.03, unless expressly provided otherwise in this Agreement, any amendment of this Agreement will require execution by the Mayor or the Mayor's proxy. As further provided in Section 11.03, any amendment that would cause the Agreement to no longer substantially conform to that approved by City Council, will require approval by City Council.
ARTICLE 2. INCORPORATION OF BACKGROUND AND EXHIBITS
Incorporation of Background. The background set forth above is incorporated by reference as if fully set forth here.
Incorporation of Exhibits. The following exhibits are incorporated into and made a part of this Agreement:
Exhibit 1 Licensed Spaces and Confirmation(s) of DBO
Exhibit 2 Fees
Exhibit 3 Development Plan
Exhibit 4 Products and Price List
Exhibit 5 Form of Letter of Credit
Exhibit 6 Insurance Requirements
Exhibit 7 ACDBE Special Conditions and Related Forms
Exhibit 8 MBE\WBE Special Conditions and Related Forms
Exhibit 9 Economic Disclosure Statements and Affidavits
Exhibit 10 Airport Concessions Program Handbook
Exhibit 11 Liquidated Damages
Exhibit 12 Utility Usage Fee

ARTICLE 3. DEFINITIONS
3.1 Definitions . In addition to terms defined in the background and elsewhere in this Agreement, the following words and phrases will have the following meanings for purposes of this Agreement:
"Additional Fees" means all sums due to the City from Licensee under this Agreement other than the Licensee Fee, Percentage Fee and Minimum Annual Guarantee.
"Additional Space" means space for Licensee to install additional automated retail vending machines or additional Storage Space that becomes part of the Licensed Space after the Effective Date pursuant to Section 5.03, but does not include Relocation Space.
"Additional Space Connection Fee" means a one-time, non-refundable fee allocated to an automated retail vending machine to be installed in Additional Space equal to the actual City costs, if any, required to install and/or upgrade the utilities such that the utilities are accessible to the automated retail vending machine within the Additional Space, plus the actual costs, if any, for changes necessary to the design elements of the applicable Vending Zone to maintain design





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quality and consistency of such Vending Zone following the incorporation of the Additional Space, and any other additional costs incurred in connection with designing and constructing Additional Space in the Vending Zone.
"Affiliate" means, except where otherwise defined, any individual, corporation, partnership, trustee, administrator, executor or other legal entity that directly or indirectly owns or controls, or is directly or indirectly owned or controlled by, or is under common ownership or control with Licensee.
"Airport Concession Disadvantaged Business Enterprise" or "ACDBE" has the meaning set forth on Exhibit 7.
"Airport Concession Program Handbook" means the handbook developed by CDA to govern the uniform operation of the concessions' programs at the Airport. The Airport Concession Program Handbook is available on the CDA website and may be amended from time to time by CDA. Any amendment of the Airport Concession Program Handbook by CDA during the Term of this Agreement will be binding on Licensee without need fc:' amendment of this Agreement, provided that the amendment of Airport Concession Program Handbook does not conflict with the other terms and conditions of this Agreement.
"Agreement" means this Automated Retail License Agreement, including all exhibits attached to it and incorporated in it by reference, and all amendments, modifications or revisions made in accordance with its terms, as may be amended, restated, modified or supplemented from time to time.
"Chief Procurement Officer" means the Chief Procurement Officer of the City and any representative duly authorized in writing to act on his or her behalf.
"Commissioner" means the head of the Department and any City officer or employee authorized to act on the Commissioner's behalf. City contractors and consultants, including the Concession Management Representative, have no authority to grant approvals or consents required to be granted by the Commissioner under this Agreement, except where such person is expressly authorized to do so.
"Common Areas" means those areas of the Terminals that are not leased, licensed, or otherwise designated or made available by the Department for exclusive or preferential use by specific party or parties.
"Comptroller" means the head of the Department of Finance of the City and any City officer or employee authorized to act on the Comptroller's behalf.
"Concession" means Licensee's business of offering the Products identified in Exhibit 4 for sale to the public through automated retail vending machines and performing the Services pursuant to this Agreement.
"Concession Management Representative" or "CMR" means the entity retained by the City to assist in overseeing concessions at the Airport.
"Connection Fee" means a non-refundable fee, payable in two installments pursuant to











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Section 6.02(c), allocated to each automated retail vending machine equal to the Vending Zone Improvement Costs of all Vending Zones divided by the aggregate number of automated retail machines located in the Vending Zones; provided, however, that regardless of the Vending Zone Improvement Costs, the Connection Fee with respect to a Vending Zone will not exceed $2,500.
"Date of Beneficial Occupancy" or "DBO" means the date that is the earlier to occur of (A) or (B), as follows:
the date that is one hundred eighty (180) days after the first Delivery Date of the Licensed Retail Space; provided, however, that this one hundred eighty (180) day date shall be extended one day for each day Licensee has demonstrated to the satisfaction of the Commissioner that Licensee was delayed from commencing retail sales in all Licensed Retail Spaces due to force majeure pursuant to Section 11.20; or
the date Licensee commences retail sales in any portion of any of the Licensed Retail Spaces.
The DBO shall be confirmed in writing by the parties, and such written "Confirmation of DBO" shall thereafter be attached to Exhibit 1 of this Agreement without need for a formal amendment of this Agreement.
"Default Rate" means 12% per annum.
"Delivery Date" means, with respect to each Licensed Space, the date upon which the City grants Licensee permission to use such Licensed Space.
"Department" means the Chicago Department of Aviation, also known as CDA. "Development
Plan" means Licensee's conceptual plans, budget and other design specifications for the Licensed Retail Spaces and Licensee's schedule for commencement of retails sales in each Licensed Retail Space. The Development Plan is attached hereto as Exhibit 3.
"Distribution Fee" means the amount, if any, payable pursuant to Section 4.07(f) for Licensee's use of a centralized distribution and storage facility.
"Environmental Laws" means collectively, all applicable federal, state and local environmental, safety or health laws and ordinances and rules or applicable common law, including the Occupational Safety and Health Act of 1970, as amended (29 U.S.C. §651 et seq.), the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. §9601 et seq.), the Hazardous Materials Transportation Authorization Act of 1994 (49 U.S.C. §5101 et seq.), the Resource Conservation and Recovery Act (42 U.S.C.
§6901 et seq.), the Toxic Substances Control Act of 1976, as amended (15 U.S.C. §2601 et seq.), the Clean Air Act (42 U.S.C. §7401 et seq.), the Clean Water Act (33 U.S.C. §1251 et seq.), the Safe Drinking Water Act (42 U.S.C. §300(f) et seq.) as any of the foregoing may later be amended from time to time; any rule or regulation pursuant to them, and any other present or future law, ordinance, rule, regulation, permit or permit condition, order or directive addressing environmental, health or safety issues of or by the federal government, or any state or other





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political subdivision of it, or any agency, court or body of the federal government, or any state or other political subdivision of it, exercising executive, legislative, judicial, regulatory or administrative functions.
"EDS" means the City's Economic Disclosure Statement and Affidavit.
"Event of Default" has the meaning set forth in Article 9.
"Fees" means all amounts payable by Licensee in connection with this Agreement, including but not limited to the License Fee, Percentage Fee, Minimum Annual Guarantee, Additional Fees and any liquidated damages specified in the Agreement for non-compliance with the City's requirements for Concession operations.
"Gross Revenues" means the sum of all amounts collected in cash or credit card receipts. Gross Revenues will be determined without any deduction on account of the costs of furnishing the automated retail vending machines or the Services, the costs of materials used, labor or service costs of any other expenses whatsoever. Without limiting the foregoing, Gross Revenues do not, however, include the following:
any sums collected and paid out by Licensee for any sales, retail excise, use, privilege, or retailers occupation taxes now or later imposed by any duly constituted governmental authority;
the amount of any cash or credit refund made upon any sale, but only if the original sale was made from an automated retail vending machine as part of the Concessions and included in Gross Revenue;
bona fide transfers of Products to or from the Licensed Spaces to any other stores or warehouses of Licensee;

returns to shippers, suppliers or manufacturers;
bulk sales of Products inventory not sold to the public and not in the ordinary course of business; and
insurance proceeds received from the settlement of claims for loss of or damages to Products, fixtures, trade fixtures and other Licensee personal property other than the proceeds of business interruption insurance.
"License" means the privilege granted to Licensee under this Agreement to operate the Concession and conduct the Services in the Terminals.
"License Fee" means the Fee payable by Licensee for the License, equal to the greater of the Percentage Fee or Minimum Annual Guarantee, as set forth in Section 6.01 and Exhibit 2. "License Year" means
for the initial License Year of this Agreement, a period beginning on the Date of Beneficial Occupancy and ending on December 31 of that calendar year, and
for the balance of the Term, each successive calendar year, but including only that portion of the calendar year prior to the date on which the Term expires, or the



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Agreement is otherwise terminated.
"Licensed Retail Space" means each Licensed Space designated under this Agreement for Licensee to install and operate Licensee's automated retail vending machines.
"Licensed Space" means all Licensed Retail Spaces and Storage Spaces, if any, the City permits Licensee to use for the sole purpose of exercising the License pursuant to this Agreement, as identified in Exhibit 1, which such Exhibit may be modified from time to time as Licensed Space may be added, removed, or relocated in accordance with Article 5.
"Marketing Fee" means Licensee's contribution for promotions at the Airport, as set forth in Section 4.09(a).
"Minimum Annual Guarantee" or "MAG" means the minimum amount payable each License Year for the License Fee as set forth in Exhibit 2.
"Monthly Reports" has the meaning set forth in Section 6.04(1).
"Percentage Fee" means the percentage Fee(s) set forth in Exhibit 2.
"Products" means the convenience merchandise, food and beverage menu items, Chicago oriented gift items, vending items and related merchandise that Licensee is permitted to sell in its Licensed Retail Space and maintain in inventory in its Storage Space, if any, under the terms of this Agreement, as set forth by category or item in Exhibit 4. Licensee was selected by the City specifically to sell the Products identified in Exhibit 4 and is not permitted to sell any items or types of items not identified in Exhibit 4 unless otherwise agreed in writing by the Commissioner.
"Response" means the response to the RFP Licensee submitted to the City.
"Service Schedule" has the meaning set forth in Section 4.02(g).
"Services" means the services necessary to carry out the responsibilities of Licensee under this Agreement including but not limited to the installation, operation, maintenance, and repair of automated retail vending machines furnished by Licensee to a Licensed Retail Space for operation of the Concession in accordance with this Agreement.
"Storage Space" means a Licensed Space as may be designated by the Commissioner from time to time in the Commissioner's sole discretion for use by Licensee to store inventory and supplies.
"Subcontractor" means any person or entity with whom Licensee contracts with to provide any part of the Services. The term "Subcontractor" also includes subconsultants of any tier, subcontractors of any tier, suppliers and materialmen, whether or not in privity with Licensee.
"Term" means the period of time beginning on the Effective Date and ending at 11:59 p.m. on the fifth anniversary of the DBO, unless otherwise extended pursuant to Section 7.03 herein, or, unless this Agreement is terminated earlier in accordance with its terms.
"Utility Usage Fee" means the fee for utilities used by Licensee's automated retail








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vending machines, calculated as set forth in in Exhibit 12.
"Value Pricing" has the meaning set forth in Section 4.04(a)(1).
"Vending Zone" means a designated location(s) within the Terminals defined by an official outline drawing where a grouping of one or more automated retail vending machines are located in close proximity. The size.and/or location of a Vending Zone may change at the sole discretion of the City. The anticipated Vending Zones and automated retail vending machines to be located in each Vending Zone, as of the date of this Agreement, are listed in Exhibit 1, which may be updated from time to time, and such periodic updates shall not require an amendment to this Agreement.
"Vending Zone Improvement Costs" means, for each Vending Zone, the actual costs of the Vending Zone Improvements for that Vending Zone. "Vending Zone Improvements" means:
the construction required to install and/or upgrade any elements of the electrical systems to make such electrical system accessible within a Vending Zone to support the automated retail vending machines therein; provided, for the avoidance of doubt, any construction required to make any utility other than electricity accessible within a Vending Zone does not constitute a Vending Zone Improvement;
the construction of any design elements related to a Vending Zone (including, but not limited to, shrouds to create semi-enclosed spaces around each Vending Zone); and
any other work performed in connection with the initial design and construction of a given Vending Zone.
3.2 Interpretation.
The term "include" (in all its forms) means "include, without limitation" unless the context clearly states otherwise.
The term "person" includes firms, associations, partnerships, trusts, corporations and other legal entities, including public bodies, as well as natural persons.
All references in this Agreement to Articles, Sections or Exhibits, unless otherwise expressed or indicated are to the Articles, Sections or Exhibits of this Agreement.
Any headings preceding the text of the Articles and Sections of this Agreement, and any table of contents or marginal notes appended to it, are solely for convenience or reference and do not constitute a part of this Agreement, nor do they affect the meaning, construction or effect of this Agreement.
Words in the singular include the plural and vice versa. Words of the masculine, feminine or neuter gender include correlative words of the other genders.
Where the approval or consent of Licensee is required under this Agreement, it




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means the approval or consent of Licensee's authorized representative. To be binding on the City, all approvals or consents must be in writing and signed by the appropriate City representative.
(g) All references to a number of days mean calendar days, unless expressly indicated otherwise.
ARTICLE 4. LICENSE AND LICENSEE'S OBLIGATIONS
4.1 Concession License. As of the Effective Date, the City grants Licensee a License to operate the Concession in the Terminals. Licensee accepts the License from the City and assumes the duties of Licensee provided in this Agreement and in the Airport Concession Program Handbook. Licensee's obligation to provide the Services, including installation, operation, stocking, repair, and maintenance of the automated retail vending machines will be at Licensee's own expense, unless otherwise r?t forth herein. Licensee understands and agrees that the License will terminate upon the expiration or earlier termination of this Agreement. If Licensee complies with the terms of this Agreement, Licensee will have the right of ingress to and egress from the Licensed Spaces, for Licensee, its officers, employees, agents, Subcontractors, vendors, suppliers, and invitees, subject to all statutes, ordinances, rules and regulations from time to time enacted or established by the City, the FAA, the TSA or any other governmental agency or authority having jurisdiction. Licensee must not conduct the Concession in a manner that, in the judgment of the Commissioner:
interferes or might interfere with the reasonable use by others of Common Areas or the leased or licensed space of tenants or other licensees at the Airport;
hinders or might hinder TSA, Airport security, police, fire-fighting or other emergency personnel in the discharge of their duties;
would, or would be likely to, constitute a hazardous condition at the Airport;
would, or would be likely to, increase the premiums for insurance policies maintained by the City, unless the operations are not otherwise prohibited under this Agreement and Licensee pays the increase in insurance premiums occasioned by the operations; or
would involve any illegal purposes.
42 No Assignment, Sublicense or Other Uses. Licensee understands and agrees that the locations of the Licensed Retail Spaces were determined by the City so that the Concession operated by Licensee is an element of an overall concession program and, as such, complements and does not conflict with other concessions in the vicinity of such Licensed Retail Space. Accordingly, Licensee acknowledges that the principal purpose of this Agreement is to provide Licensee a License to operate its Concessions in the Licensed Retail Spaces without right of sublicense or assignment and that any attempted sublicense, assignment or other use of the Licensed Retail Spaces without the written consent of the City in accordance with the terms of this Agreement is absolutely prohibited and is an Event of Default except as otherwise permitted pursuant to Section 10.5.

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43 Products.
General Products Requirements. Exhibit 4 to this Agreement lists, by general category or specific item, all Products that Licensee is allowed to sell under the License from Licensee's automated retail vending machines and the prices to be charged to the public. Products that Exhibit 4 indicates are mandatory, if any, must be offered for sale to the public by Licensee. If Exhibit 4 is stated in general terms, upon request, Licensee must provide the Commissioner with a complete list of all Products and prices within five (5) days of such request. The City's execution of this Agreement constitutes its approval of the sale of the products, services, and pricing reflected in Exhibit 4 on the Effective Date. Any changes to Exhibit 4 are subject to the Commissioner's prior written approval. Upon such approval, Exhibit 4 may be amended without need for formal amendment of this Agreement pursuant to Section 11.03.
Product Inventory Obligations. Products offered from the automatic retail vending machines must be new, fresh and of top quality. Licensee must store, out of sight of customers, Products in excess of the amount needed to stock displays. Licensee must stock and store a sufficient amount of each Product so as to maximize Gross Revenues, subject to and consistent with Licensee's and the City's desire to accommodate the convenience and needs of the Airport's patrons. Each automated retail vending machine must remain stocked at or above ninety (90%) percent of menu availability at all times and must be restocked within 48-hours, or upon the written a written request by Licensee, such other period of time approved by the Commissioner, which such approval shall not be unreasonably withheld, if inventory falls below sixty (60%) percent. If Licensee fails to timely restock an automated retail vending machine's inventory in accordance with this Section 4.03(b), then, in addition to all other remedies the City may have at law, in equity or under this Agreement, and immediately following the 48-hour period in which inventory of the automated retail vending machine remained below sixty (60%) percent, Licensee may incur, as liquidated damages and not as a penalty, an amount as outlined in Exhibit 11.
Product Quality. At any time, the Commissioner or CMR may review the quality of the Products then being offered for sale by Licensee and require improvements in the quality of the Products or elimination of particular items that the Commissioner determines raise safety or security issues; provided, however, potential changes to the items as set forth in this section shall be required only if reasonably agreed to by Licensee; provided, further, changes to remedy safety or security issues are required at the Commissioner's sole discretion and do not require Licensee's approval. Following the Commissioner's written notice to Licensee, Licensee shall within five (5) days for perishable items and fifteen (15) days for nonperishable items to rectify or modify the quality of the Products or eliminate the particular items, as applicable. Failure to comply within five (5) days for perishable items and fifteen (15) days for nonperishable items will constitute an Event of Default. Licensee's failure to comply would cause the City damages, including loss of goodwill, that are difficult or impossible to prove or quantify. Therefore, in addition to other remedies for an Event of Default, for as long as non-compliance continues after the five-day or fifteen-day cure period, the Commissioner will assess Licensee, as liquidated damages and not as a penalty, an amount as outlined in Exhibit 11.
4.4 Pricing.
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(a) Value Pricing
Licensee shall comply with the City's Value Pricing policy. The policy generally requires a retailer charge a price for a product or service at the Airport as the same price charged for the same product or service at similar locations in the City (each such store hereinafter referred to as a "Benchmark Location," and, such policy hereinafter referred to as "Value Pricing"). Licensee will propose Benchmark Locations subject to approval by the City. The following locations and areas shall be excluded when establishing Benchmark Locations: hotel restaurants or kiosks, bus and train transportation centers, entertainment centers, arenas, theaters, convention centers or similar venues unless expressly approved in writing by the City. Benchmark Location exclusions may change throughout the Term as determined necessary by the City. If Licensee or its Subcontractors currently operate the exact concession at other locations in the City of Chicago. fhen those locations may be designated Benchmark Locations. Otherwise, Benchmark Locations will be selected based on locations that offer automated retail comparable to the proposed concept.
Licensee must submit to CMR, within thirty (30) days after the end of each License Year, or as requested from time to time by the Commissioner or CMR, a pricing report demonstrating compliance by Licensee with the Value Price requirements. Any prices that the Commissioner or CMR determines to be inconsistent with the Value Price requirements must be adjusted accordingly. At any time, and from time to time, the Commissioner or CMR may review the prices of the Products then being offered for sale by Licensee and require adjustments in prices of the Products or particular items in order to comply with the Value Price requirement. Following the CMR's written notice to Licensee, Licensee shall promptly adjust the price of the Products or particular items, as applicable. Failure to comply within five (5) days will constitute an Event of Default. Licensee's failure to comply would cause the City damages, including loss of goodwill, that are difficult or impossible to prove or quantify. Therefore, in addition to other remedies for an Event of Default, for as long as non-compliance continues after the five- day cure period, the Commissioner will assess Licensee, as liquidated damages and not as a penalty, an amount as outlined in Exhibit 11.

Approval of Price Increases. Licensee shall not increase the price of any Product from the price listed in Exhibit 4 without the prior written approval of the Commissioner as set forth in Section 4.03(a).
Other Pricing Policy. The Commissioner may adopt other reasonable pricing policies, with which Licensee and Subcontractors shall comply, to restrict overcharging and price gouging, but in no event shall the Commissioner require prices lower than the established Value Pricing.
45 Automated Retail Vending Machine Standards.
(a) Appearance and Inspection. Licensee must supply, at its own expense, each automated retail vending machine, all equipment required to operate such automated retail vending machines and any other equipment required by this Agreement. All automated retail vending machines must be, new or like new, and of the highest quality. The Commissioner and CMR have
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the right to inspect any automated retail vending machine installed in a Licensed Retail Space. Licensee must conduct the Concession operations in a first- class, businesslike, efficient, courteous, and accommodating manner consistent with the "Physical Inspection Standards" that appear in Appendix 1 of the Airport Concession Program
Handbook to the extent such standards are applicable to the vending services industry. The Commissioner and CMR have the right to make reasonable objections to an automated retail vending machine if the appearance or condition do not comply with the terms of this Agreement. Licensee must discontinue or remedy any non-compliant practice, appearance or condition within fifteen (15) days following receipt of such written objection (or immediately upon receipt if the Commissioner or CMR deems non-compliance hazardous or illegal). Licensee's failure to timely cure the non-compliance identified by the Commissioner or CMR would cause the City damages that would be difficult or impossible to prove or quantify. Accordingly, if Licensee fails to timely cure non-compliance, then, in addition to all other remedies the City may have at law, in equity or under this Agreement, and beginning on the first day after expiry of the fifteen-day (15) cure period, Licensee must pay the City, as liquidated damages and not as a penalty, the amounts outlined in Exhibit 11.
Right to Require Replacement. In addition to the foregoing, the City may require Licensee replace any automated retail vending machine at any time during this Agreement if: (i) Licensee does not timely cure any non-compliance identified pursuant to Section 4.05(a), or (ii) the automated retail vending machine is deficient in any of the ways set forth in Section 4.06(c), and after giving Licensee written notice of such deficiency and reasonable time to cure following such notice, Licensee has failed so cure.
Operating Instructions; Refunds: Licensee must provide visible, easily accessible and understood operating instructions for customers at each Licensed Retail Space for each automated retail vending machine therein. Licensee must provide customers with an explicit explanation of where and how malfunction issues and refund requests may be made for each automated retail vending machine.
Forms of Payment. Each of Licensee's automated retail vending machines must accept at least three nationally recognized credit cards, including but not limited to, American Express, Visa, MasterCard and Discover, as suitable payment for the sale of all Products. Licensee's failure to accept the required forms of payment at an automated retail vending machine would cause the City damages including, among other things, loss of goodwill, which would be difficult or impossible to prove or quantify. As such, and in addition to all other remedies the City may have at law, in equity or under this Agreement, Licensee will incur, as liquidated damages and not as a penalty, the amounts outlined in Exhibit 11 upon failure to accept the required forms of payment detailed herein and has not cured such failure within 72 hours of actual knowledge of such breach.
4.6. Installation, Repairs and Maintenance.
(a) Installation, Operation and Maintenance Standards. Licensee must install, operate and maintain each automated retail vending machines in accordance with the following standards: (i) applicable requirements of the Municipal Code of Chicago; (ii) applicable standards of the Airport Concession Program Handbook; (iii) applicable written standards of the City's Department of Buildings; (iv) any requirements set forth in the RFP or the Response; (v) applicable manufacturer's specifications; (vi) Licensee's standard operating practices and procedures; and
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(vii) all other provisions of this Section 4.05. Installations and maintenance conducted by Licensee must also comply with all applicable federal, state and local laws, regulations, decrees, orders and judgments. To the extent that these standards are inconsistent, the strictest standard will apply, or, in the case of a conflict, the Commissioner will determine which standard applies. Licensee must take all necessary safety precautions to prevent accidents or injury to persons on, about or adjacent to any Licensed Retail Space where installation of one of Licensee's automated retail vending machines is performed and must not install an automated retail vending machine on or over the boundaries ofthe Licensed Retail Space.
Installation and Maintenance Costs. Except as otherwise expressly set forth in this Agreement, Licensee must pay all direct and indirect costs of installing and conducting maintenance on Licensee's automated retail vending machines.
Approval Prior to Installation. No automated retail vending machine or related equipment may be installed in, removed from or relocated within, any Licensed Retail Space without prior written approval of either the Commissioner or CMR and the issuance ofthe required permits, if any. The Commissioner and CMR may inspect any automated retail vending machine prior to installation of such automated retail vending machine. Licensee must submit to the Commissioner and CMR all manufacturer's documents including the energy usage specifications, the energy efficiency specifications, standards and procedures for installation and operating manuals as well as the proposed Service Schedule for such automated retail vending machine for review and approval prior to installation. The Commissioner or CMR may reject any automated retail vending machines considered for approval pursuant to this Agreement that he or she believes would not operate efficiently or satisfy the purposes of this Agreement. Grounds for rejecting an automated retail vending machine prior to installation include, but are not limited to, the following: (1) the automated retail vending machine has obvious external damage, is unattractive or does not reasonably appear to be "new" or "like-new"; (2) the model of the automated vending retail machine is outdated or is not of the highest standard of quality; or (3) the automated retail vending machine does not meet another requirement set forth in this Agreement.
Maintenance Service Schedule. Prior to the installation of an automated retail vending machine, Licensee shall establish an initial servicing schedule for such automated retail vending machine with service scheduled at least once per week, or such greater amount as Licensee determines necessary based upon projected usage and sales (the "Service Schedule"). Once an automated retail vending machine has been installed, the City and Licensee will review the related Service Schedule, when determined necessary by the City, in its sole discretion, and shall make any adjustments to such Service Schedule needed based upon sales and/or product usage. Any adjustments to the Service Schedule shall be mutually agreed upon by the City and Licensee. In no case shall an automated retail vending machine be serviced less than once per week unless agreed to in writing by the Commissioner. Licensee will provide the City a copy ofthe initial Service Schedule for each automated retail vending machine prior to installation of such automated retail vending machine and an updated Service Schedule following any adjustments thereto.
Repairs and Replacement.



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(D If any automated retail vending machine is damaged or is inoperable or for any reason, Licensee must repair or replace such automated retail vending machine, in a manner acceptable to the Commissioner, as promptly as possible; provided, all repairs must be performed within 48-hours of when Licensee became aware of such damage or inoperability unless additional time is granted in writing by the Commissioner. Alternatively, Licensee may replace such automated retail vending machine; provided, such replacement automated retail vending machines must be installed by Licensee and fully operable within five (5) days of when Licensee became aware of the damage or inoperability. The replacement automated retail vending machine must new or like new, carry the same Products as the damaged automated retail vending machine, and meet all other requirements set forth in this Agreement. The time for repair or replacement may be extended at the discretion of the Commissioner. Licensee's failure to timely repair or replace the applicable automated retail vending machine would cause the City damages including, among other things, loss of goodwill, which would be difficult or impossible to prove or quantify. As such, and in addition to all other remedies the City may have at law, in equity or under this Agreement, Licensee will incur, as liquidated damages and not as a penalty, the amounts outlined in Exhibit 11 upon failure to complete any replacement or repairs required under this Section within the applicable cure period.
The City, in its sole discretion, reserves the right to require Licensee to replace any automated retail vending machine that requires significant refurbishment, is frequently in need of repairs, has repeated malfunctions or which is otherwise deemed to not adequately serve the public.
Any repair person dispatched by Licensee must be well-trained and knowledgeable about vending equipment and must be able to efficiently and effectively repair vending equipment. Licensee must ensure that all repair persons carry photo identification whenever making a service call to an automated retail vending machine.

Reporting Damage. Licensee must immediately report any damage arising out of Licensee's performance under this Agreement to the City. Any damage to City or third-party property due to Licensee's installation or maintenance work under this Agreement must, at Licensee's expense, be repaired, replaced or restored by Licensee to at least an equivalent condition as before such damage occurred.
Sanitation, Disposal of Refuse and Cleanings.
(T) Licensee must take whatever action is reasonably necessary to maintain the highest standards of sanitation and cleanliness in the Licensed Retail Spaces to the extent such action is consistent with vending services industry standards. Licensee's commitment to the maintenance of a clean and attractive environment in the Licensed Retail Spaces is consistent with vending services industry standards. Immediately following any installation of or maintenance to an automated retail vending machine, Licensee must clean up and properly dispose of all refuse and waste materials resulting from such installation or maintenance.
(ii) Licensee must thoroughly clean (inside and out) all automated retail
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vending machines as often as is reasonably necessary, but at least twice per calendar year. If Licensee becomes aware that an automated retail vending machine requires cleaning outside of those regularly scheduled, Licensee must clean such automated retail vending machine as promptly as possible, but in any event within seven (7) days of discovering such need. Licensee shall schedule cleanings primarily before 5:30 a.m. or after 10:30 p.m. when passenger traffic is light, or as otherwise approved by the City.
4.7 Operation of Concession.
Hours of Operation.

Licensee must begin conducting its Concession operations in each Licensed Retail Space within ninety (90) days of the Delivery Date applicable to that Licensed Retail Space and continue operations uninterrupted after that date during all required hours of operation. Each automated retail vending machine shall be operable and available to the public twenty-four (24) hours per day, seven (7) days per week, three hundred sixty-five (365) days per year. In no event shall the hours of operation be curtailed by Licensee to an extent that the Services conducted pursuant to the License are diminished unless otherwise approved by the Commissioner or CMR in writing. An automated retail vending machine in a Licensed Retail Space is permitted to be temporarily unavailable periodically for restocking, cleaning, maintenance and repair. To the extent possible, such temporary unavailability shall not be during peak passenger times as per published flight schedules. Licensee is required to allow access to its automated retail vending machines to the City twenty-four (24) hours per day.
Except as otherwise permitted under this Agreement, it is an Event of Default if Licensee fails to operate its Concession from any Licensed Retail Space during all times Licensee is required to do so under Section 4.7(a)(i) and such failure continues for more than three (3) days after the City provides notice of the failure to Licensee. Licensee acknowledges that failure to provide the Concession to the public would cause the City substantial damages, a portion of which may be ascertainable but another portion of which, related to loss of goodwill due to the public's inability to obtain the Products, the provision of which is one of the key purposes of this Agreement, might be difficult or impossible to prove or quantify. Accordingly, in addition to other remedies available to the City for an Event of Default, Licensee must pay the City, as liquidated damages and not as a penalty, in connection with such loss of goodwill, the amounts as outlined in Exhibit 11 on the first day after expiry of the three-day cure period. The obligation to make payments of liquidated damages will continue until the earliest of: (i) the time that the affected portion of the Licensed Retail Space re-opens for business; or (ii) the date that this Agreement expires or is terminated with respect to the affected portion of the Licensed Retail Space.
Personnel.
(i) Licensee must maintain a full time, fully trained staff during the Term of this Agreement having sufficient size, expertise and experience to operate the Concession. Licensee must designate a general manager, experienced in management

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and supervision, who has sufficient authority and responsibility to administer and manage the Concession. The general manager (or authorized representative) must be immediately available to the Department during normal business hours. The Commissioner may request removal of the general manager if the Commissioner reasonably determines, in the Commissioner's sole discretion, that the general manager is not performing up to standards consistent with the fulfillment of Licensee's obligations and Licensee agrees to comply with the Commissioner's request; provided that such request is in writing, does not contravene applicable laws, and Licensee is first given an opportunity to respond and address such issues consistent with this Agreement. Licensee's obligation to comply with any such request shall also be subject to restrictions imposed upon it by any collective bargaining agreement or other contract affecting such personnel.
(ii) Salaries of all employees of Licensee and its Subcontractors performing services or work underthis Agreement must be paid unconditionally and not less often than once a month without deduction or rebate on any account, except only for those payroll deductions that are mandated by law or permitted by the applicable regulations issued by the United States Secretary of Labor under the "Anti-Kickback Act" of June 13, 1934 (48 Stat. 948; 62 Stat. 740; 63 Stat. 108; 18 U.S.C. § 874, and 40 U.S.C. § 276c). Licensee must comply with all applicable "Anti-Kickback" regulations and must insert appropriate provisions in all Subcontracts covering work under this Agreement to ensure compliance of all Subcontractors with those regulations and with the other requirements hereunder and is responsible for the submission of affidavits required under them, except as the United States Secretary of Labor may specifically provide for variations of, or exemptions from, those requirements.
Trade Name. Unless otherwise approved by the Commissioner in writing, Licensee must operate the Concession only in Licensee's trade name identified in the Response.
Records and Audit. Licensee must maintain books and records of the operations of the automated retail vending machines and Services, including cash and non-cash revenues generated and unit sales of each Product sold on a monthly basis, with a separate account for each automated retail vending machine and each Vending Zone. All books and records must be maintained in a manner consistent with generally accepted accounting principles and practice.
Licenses and Permits. Licensee must, in a timely manner consistent with its obligations under this Agreement, secure and maintain, or cause to be secured and maintained, at its expense, any permits, licenses, authorizations and approvals necessary under federal, state or local law for Licensee and Subcontractor to operate the Concession; operate, use and maintain the Licensed Spaces; and otherwise comply with the terms of this Agreement and the privileges granted under this Agreement. Issuance of any required permit by the City as to the installation or maintenance of an automated retail vending machine pursuant does not waive other applicable requirements of federal or Illinois law or the Municipal Code of Chicago, and Licensee must comply with such other requirements. Licensee must promptly provide copies of any required licenses and permits to the Commissioner and CMR. If Licensee fails to timely cure npn-compliance, then, in addition to all other remedies the City may have at law, in equity or under this Agreement, Licensee must pay the City, as liquidated damages in connection with the loss of
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good will among visitors to the Terminals and not as a penalty, the amounts outlined in Exhibit 11.
Distribution and Deliveries. Concession deliveries must be made only within the times and at the locations authorized by the Commissioner and otherwise in accordance with the terms of this Agreement. All deliveries that require access to the aircraft operations area ("AOA") must be made by vehicles and drivers qualified and permitted to drive over AOA roadways. There is currently no central distribution and storage facility at the Airport; however, the City intends to implement such a facility during the Term of this Agreement. Thereafter, at the option of the Commissioner, after first giving reasonable notice to Licensee, the Commissioner may require Licensee to arrange for all deliveries to the central distribution and storage facility, except where delivery to a third party is prohibited by law, such as delivery of liquor, or as otherwise approved by the Commissioner in writing. At the Commissioner's sole discretion, the central distribution and storage facility, if implemented, may be operated by a third-party licensee selected or approved by the Commissioner. If the central distribution and storage facility is implemented, Licensee must pay the City, or the third-party operator, Licensee's proportional share of the cost for deliveries to and distribution from the facility ("Distribution Fee") as determined by the Commissioner. Such Distribution Fee will be intended to cover the costs of delivery as well as development, utility, operation and maintenance costs and other costs associated with the opening and/or operation of the central distribution and storage facility and is considered to be an Additional Fee. Licensee acknowledges that the City will not be responsible for and will have no liability related to the operation of (or the failure to operate) the central distribution and storage facility at the Airport, including lost profits, consequential damages or any other losses or damages whatsoever.
Collections. Licensee is responsible for all collections of Gross Revenues. Collections of Gross Revenues from automated retail vending machines must be accomplished in a prompt and timely manner and may not interfere with use and access of the automated retail vending machines.
Payment Card Industry Compliance. Licensee's Concessions must be and remain compliant with Payment Card Industry Security Standards ("PCI Standards") at all times as the PCI Standards are in effect at such time. Any breach of compliance with the PCI Standards, then in effect and related to the Concessions at the Airport, must be reported to the City within forty-eight (48) hours of Licensee's knowledge of such event. Licensee's failure to be in compliance with the PCI Standards on numerous occurrences (more than one) constitutes an Event of Default under this Agreement.
4.8 Utilities and Utilities Access.
(a) Utility Usage Fee. The City shall charge Licensee the Utility Usage Fee for utilities based on a reasonable estimate of usage for each automated retail vending machine as further defined in Exhibit 12; provided, however, Licensee, may at its sole cost and upon written notification to the City, elect to have the utilities separately metered and the City shall calculate the Utility Usage Fee based on the metered reading of utilities furnished to the automated retail vending machines. Notwithstanding the foregoing, the City, after written notice to the Licensee, may select any other reasonable method for calculating the Utility Usage Fee and such periodic updates shall not require an amendment to this Agreement.
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(b) Utilities Access. To the extent Licensee cannot use existing piping, wiring or other existing facilities to access utilities in a Vending Zone for its automated retail vending machines, the City will construct new, different or additional piping or wiring at such Vending Zone to provide utilities access for Licensee's automated retail vending machine. To the extent such construction relates to an automated retail vending machine's ability to access or utilize:
the electrical system, such construction will be a Vending Zone Improvement, and the cost incurred by the City for such Vending Zone Improvement will be covered by collection of the Connection Fee pursuant to Section 6.01;
any utility other than the electric system, Licensee will be responsible for the actual costs of such construction, and if the related Licensed Space:

is not Additional Snace, such costs will be billed to Licensee as an Additional Fee; or,
is Additional Space, such costs will be assessed as part of the Additional Space Connection Fee.

Marketing and Promotion.

Marketing Fee and Advertising Fund. The Department operates a marketing fund (the "Fund") for the purpose of financing a program for advertising and promoting concessions at the Airport. The Program may include advertising, media placements, displays and related upkeep, special events, signage, enclosures, promotional events, brochures, videos and catalogs, mystery shops, market research and surveys, customer service training etc., as appropriate. The Program will be funded by contributions from Licensee and other concessions operators and tenants at the Airport. Licensee will contribute an amount of 0.5% of Gross Revenues per License Year to the Fund (such contribution the "Marketing Fee"). All contributions to the Fund may only be expended for the promotion of concessions and marketing-related staff activities at the Airport and for no other purposes. Licensee shall make its contributions to the Fund monthly in arrears concurrently with its Fee payments underthis Agreement. The City may, but is not required to, contribute to the Fund. Licensee has no ownership or beneficial interest whatsoever in the Fund or any unspent moneys therein.
Logo. Licensee agrees to provide, at the sole cost of Licensee and if requested by the City, the City with one (1) logo sign per automated retail vending machine designed and constructed according to City's specifications. The logo sign must be removable. Any future updates and replacements of the logo sign shall be at the sole cost of Licensee at shall be at the sole discretion of the City.
MBE/WBE Compliance.
(a) As applicable, Licensee shall make good faith efforts to meet the following goals with respect to participation of Minority Business Enterprises/Woman-Owned Business Enterprises ("MBE/WBE") in any design (including professional services) and any construction (including installations) of Licensee undertakes pursuant to this Agreement, respectively: (i) Design: 25% MBE and 5% WBE; and (ii) Construction: 26% MBE and 6% WBE. However, in consideration of the anticipated costs of any such design and construction of the Concession, the City will accept a participation plan that meets a combined single Design and Construction goal of 26%
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MBE and 6% WBE participation, which participation may be achieved with any combination of construction and design contracts. The Special Conditions and related forms used by the City in its own procurements are attached hereto as Exhibit 8 and should be used by Licensee's Subcontractors. Licensee must submit to CMR completed Schedules Cs and D's from its design and construction Subcontractors demonstrating their percentage MBE and WBE participation commitments, and their good faith efforts to achieve the foregoing goals if the commitments are less than those goals. Thereafter, Licensee must submit periodic reports to CMR, in a form and frequency determined by the Commissioner, documenting its Subcontractors;' compliance with their commitments.
ARTICLE 5. LICENSED SPACES
5.1 Location of Automated Retail Vending Machines. Licensee's automated retail vending machines must be located in a Licensed Retail Space identified in Exhibit 1 (or portions thereof as shall be indicated by the City) cr other locations pursuant to the terms set forth herein as specified solely by the City. Exhibit 1 may be updated by agreement of the Licensee and the Commissioner from time to time to reflect changes in Licensed Space, including but not limited to any Additional Space or Relocation Space without the need to amend this Agreement. As of the Effective Date, the square footage identified in Exhibit 1 is approximate, and is subject to correction in accordance with field measurements to be taken after completion of the Vending Zone Improvements. All such measurements relating to the Licensed Spaces will be made from the manufacturers dimensions and drawings as identified on Exhibit 1. City is allowing access to the Licensed Spaces for the sole purpose of Licensee exercising the License granted, and no other purpose shall be valid unless otherwise approved in writing by the Commissioner. Licensee must confine Concession operations to Licensed Spaces. Any operation by Licensee of an automated retail vending machine outside of Licensed Retail Spaces is an Event of Default.
Storage Space. Licensee shall have access to the Storage Space, if any, identified in Exhibit 1. Storage Space is to be used be used to store inventory and supplies in order to facilitate use of the License. No Storage Space shall be used for purposes other than supporting Licensee's use of the License. If the Commissioner determines that Licensee is using Storage Space for purposes unrelated to supporting Licensee's use of the License, the Commissioner may unilaterally delete the Storage Space from the Licensed Spaces. If the Commissioner determines that the size of the Storage Space exceeds the needs of Licensee, the Commissioner may unilaterally reduce the size of the Storage Space.
Additional Space
(a) Commissioner Offer of Additional Space. During the Term, the Commissioner may from time to time, at the Commissioner's sole discretion, make Additional Space available in the Terminals for Licensee's use of the License. In such event, the Commissioner will send written notice to Licensee to advise Licensee of the following:
size and location of the Additional Space being offered;
whether the Additional Space is being offered as Licensed Retail Space or Storage Space; and


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(iii) the amount of the Additional Space Connection Fee, if any.
Licensee Response to Offer. Within thirty (30) days after receiving the notice from the Commissioner, Licensee must notify the Commissioner if it accepts or rejects the Additional Space and, if the Additional Space will be Licensed Retail Space, the amount by which Licensee proposes to increase its Minimum Annual Guarantee to reflect the anticipated increase in Gross Revenues from the Additional Space. Upon notification from Licensee to the Commissioner that Licensee accepts Additional Space to be used as Licensed Retail Space and acceptance by the Commissioner of the proposed increase in the Minimum Annual Guarantee, Exhibits 1 and 2 shall be modified accordingly without the need for an amendment. Upon notification from Licensee to the Commissioner that it rejects the Additional Space or if Licensee fails to notify the Commissioner within thirty (30) days whether it accepts the Additional Space, the offer will terminate, and the Commissioner may offer the Additional Space toothers.
Additional Space Connection Fee. With respect to each automated retail vending machine to be installed on accepted Additional Space, Licensee agrees to pay the Additional Space Connection Fee, if any, applicable prior to installation of such automated retail vending machine in the Additional Space.
No Obligation to Provide Additional Space. Nothing in Section 5.03(a) or Section 5.05 requires the Commissioner to offer any Additional Space to Licensee or restricts the Commissioner's or the City's right to enter into any concession agreement with any third party for such space. Additional Space, if any, offered to Licensee is solely for the benefit of the Airport to enhance Airport revenues, and whether or not to offer such Additional Space to Licensee is at the Commissioner's sole and absolute discretion. LICENSEE HAS NO RIGHT TO BE OFFERED ANY ADDITIONAL SPACE AND COMMISSONER IS UNDER NO OBLIGATION TO ACCEPT ANY LICENSEE PROPOSAL TO ACQUIRE ADDITIONAL SPACE.
5.4 Relocation Space. The Commissioner may at any time during the Term require Licensee to relocate all or portion of the Licensed Spaces to another location within the Airport and revoke Licensee's permission to access the portion of the Licensed Spaces being vacated when, in the sole discretion of the Commissioner, the relocation is necessary for other Airport purposes or is in the best interest of the City. In such an event, the Commissioner will notify Licensee in writing within a reasonable period of time prior to the relocation. Such notice will be not less than ninety (90) days in advance of the relocation but, in any event, is not required more than one hundred eighty (180) days in advance. The City is responsible for reasonable costs incurred in any such relocation, including the cost of moving Licensee's automated retail vending machine and inventory.
55 Licensee Proposal for Modification to Licensed Spaces. Licensee may submit a written proposal for Additional Space, to remove or otherwise modify Licensed Spaces, or to install additional or change the location of existing automated retail vending machines in Licensed Retail Spaces. Any such proposal must include written support for the change and, if applicable, indicate the amount by which Licensee proposes to increase its Minimum Annual Guarantee to reflect the anticipated increase in Gross Revenues from the Additional Space. The
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Commissioner has the sole authority to grant or deny such request.
5.6 Maximum Number of Automated Retail Vending Machines. The maximum aggregate number of automated retail vending machines that Licensee may operate pursuant to the License, including automated retail vending machines in Additional Space and Relocation Space, is thirty-five (35), unless otherwise increased by the Commissioner in writing, which such increase shall not require an amendment to this Agreement.
ARTICLE 6. FEES, PAYMENT TERMS AND REPORTS
6.1 Fees Payable. In consideration of Licensee's License and the associated rights and privileges granted in this Agreement, Licensee must pay the Fees incurred pursuant to this Agreement, without notice or demand, which include but are not limited to, the Fees specified below:
License Fee. Beginning as of the Date of Beneficial Occupancy, an amount equal to the greater of (i) or (ii) below:
(l) Percentage Fee. The "Percentage Fee" is an amount equal to a percentage of Gross Revenues as set forth in Exhibit 2.
(ii) Minimum Annual Guarantee.
There is no "Minimum Annual Guarantee" or "MAG" for the first License Year of the Term. The Minimum Annual Guarantee for the second License Year is 85% of the Percentage Fee payable in the first License Year. Beginning with the third License Year, and for each License Year thereafter, the Minimum Annual Guarantee will equal the greater of 85% of the Percentage Fee payable for the preceding License Year, but no less than the Minimum Annual Guarantee set for the second License Year.
Connection Fee. The Licensee shall pay the "Connection Fee" applicable to each automated retail vending machine to cover the costs of the Vending Zone Improvements pursuant to 6.02(c) The Connection Fee shall not apply to automated retail vending machines installed on Additional Space.
Additional Space Connection Fee. Before installing an automated retail vending machine on Additional Space, Licensee shall pay the "Additional Space Connection Fee," if any, applicable to such automated retail vending machine to cover the costs related to adding such automated retail vending machine to the applicable Vending Zone. The Additional Space Connection Fee shall be a one-time, non-refundable fee.
Additional Fees. The "Additional Fees" are the Marketing Fee, Distribution Fee, Connection Fee, Additional Space Connection Fee, Utility Usage Fee and any other charges payable to the City under this Agreement that are identified as Additional Fees.
Nonpayment of Fees; Obligation to Pay Fees. Failure by Licensee to pay the Fees, or any portion thereof, when due is an Event of Default. The payment of the Fees under this
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Agreement is independent of each and every other covenant and agreement .contained in this Agreement, and Licensee must pay all Fees without any set off, abatement, counterclaim or deduction whatsoever except as otherwise expressly provided in this Agreement.
(f) Impositions. Licensee must timely pay, as and when due, any and all taxes, assessments, fees, and charges levied, assessed or imposed by a governmental unit upon this Agreement, Licensee's Concession business or upon Licensee's personal property, including but not limited to all permit fees and charges of a similar nature for Licensee's conduct of any business or undertaking in the Licensed Spaces (collectively, "Impositions"). Failure of Licensee to pay any Imposition when due, except to the extent that Licensee is allowed to withhold payment while contesting the amount of the Imposition, will constitute an Event of Default.
6.2 Time of Payments.
Payment on the First of the Month. On or before the first day of each calendar month, prorated for any partial calendar month, beginning on the first day of the calendar month following the DBO and continuing throughout the Term, Licensee must pay to the City that portion of the Minimum Annual Guarantee as may be due.
Payment on the Fifteenth of the Month. On or before the 15th day of each calendar month following the DBO, Licensee must pay the City:

the amount, if any, by which the Percentage Fee for the preceding month exceeds the Minimum Annual Guarantee payment that was made on the first day of the month;
the Marketing Fee, Distribution Fee, Additional Space Connection Fee, Utility Usage Fee, and any other forms of Additional Fees, if any, based, as applicable, on the Gross Revenues of the preceding month or pre­determined amount; and
any other charges payable to the City.
Payment of the Connection Fee. On or before the 15th day of the calendar month following:

the earliest Delivery Date of a Licensed Retail Space, Licensee must pay, with respect to each of Licensee's automated retail vending machines installed or anticipated to be installed pursuant to this Agreement, in Vending Zones Licensee shall pay the City the first installment of the Connection Fee.
The amount of the first installment owed per automated retail vending machine will be based on an estimate of the total costs of the Vending Zone Improvements, allocated across all automated retail vending machines to be included in Vending Zone.
the DBO, Licensees must pay, with respect to each of Licensee's automated retail vending machines installed or anticipated to be installed in Vending
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Zones pursuant to this Agreement, Licensee shall pay the City, the second installment of the Connection Fee. The amount of the second installment owed per automated retail vending machine will be based on the difference between the actual costs of the Vending Zone Improvements and the estimated costs used to determine the amount owed under the first installment, allocated across all automated retail vending machines to be included in Vending Zones. In no case shall the Connection Fee exceed $2,500. The City shall notify Licensee of the amounts owed pursuant to this Section on or before the first calendar day of the month such installments are owed.
(d) Year End True Up. If the annual statement of Gross Revenues indicates that the Percentage Fee attributable to the preceding License Year exceeds the amount of all payments made by Licensee to the City for the License Year in question, then Licensee must pay the amount of the underpaid Percentage Fee to the City upon the submission ofthe annual statement of Gross Revenues. If the annual statement of Gross Revenues indicates that the Percentage Fee attributable to the preceding License Year is less than the amount of all License Fee payments made by Licensee to the City for the period in question, but the Percentage Fee still exceeds the MAG for that License Year, then Licensee will receive a credit against the next License Fee payment due under this Agreement for the amount by which the License Fee actually paid by Licensee exceeded the Percentage Fee attributable to the period.
Material Underpayment or Late Payments. Without waiving any other remedies available to the City, if Licensee underpaid Fees due in any calendar year by more than 5% or failed to make any Fee payment within five (5) days of the date due, then Licensee must pay, in addition to the amounts due to the City as Fees, interest on the amount of underpayment or late payment at the Default Rate. Interest on the amount underpaid accrues from the date on which the original payment was due until paid in full and shall be considered an Additional Fee. The provision for the payment of interest does not constitute an authorization by the City of underpayment or late payment.
Reports.
(a) Monthly Reports: Licensee must produce and provide to the City a report showing a summary for each monthly payment period by the 15th day of the calendar month succeeding the applicable monthly payment period (the "Monthly Report"). The Monthly Report shall be on a form approved by the City, which form may be updated from time to time. The Monthly Report must reflect Gross Revenues derived from each automated retail vending machine during the applicable payment period. Additionally, the Monthly Report must include, but shall not be limited to, the following, each for the applicable monthly payment period:
the aggregate quantity of each Product sold, and the quantity of each Product sold by date sold, time of day sold, Vending Zone and automated retail vending machine;
the aggregate Gross Revenues, and Gross Revenues by Product, Vending Zone and automated retail vending machine; and the volume of sales in dollars generated by each type of retailed item (i.e., soda, candy, snacks etc.)
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dispensed at each Vending Zone by each automated retail vending machine; and
(iii) the monthly Gross Revenues and Fees owed to the City by each Vending Zone and each automated retail vending machine.
Additional Reports. In addition to the Monthly Reports, Licensee must, if reasonably requested by the City, produce and provide reports on a daily and/or weekly basis containing the same information as the Monthly Reports but covering such daily and/or weekly payment period.
Annual Reports.

Licensee must also furnish to Commissioner no later than March 1 of each License Year falling wholly or in part wUhin the Term of this Agreement., and within 120 days after the expiration or termination of this Agreement, a complete statement of revenues certified by an independent certified public accountant engaged by Licensee, showing in reasonable detail the amount of Gross Revenues made by Licensee in, on or from the Concessions during the preceding License Year, copies of all returns and other information filed with respect to Illinois sales and use taxes, and as such other financial and statistical reports as the Commissioner may, from time to time, reasonably require by written notice to Licensee.
The annual statement must include a breakdown of Gross Revenues on a month-by-month basis and an opinion of an independent certified public accountant that must include the following language, or language of similar purport:
"We, a firm of independent certified public accountants, have examined the accompanying statement reported to the City of Chicago by
for the year ended relating to its operations at
the Terminals pursuant to an Agreement dated ,
. Our examination was made in accordance with generally accepted
accounting principles and, accordingly, includes such tests of the accounting records and such other procedures as we considered necessary in the circumstances.

In our opinion, the accompanying statement showing gross revenues of
$ presents accurately the amount of Gross Revenues, as
defined in the Agreement, for the year ended ."
Form of Reports; Right to Audit. All such reports and statements must be prepared
on a form approved by the Commissioner and must, among other things, provide a breakdown of
the Gross Revenues by category of Products and an analysis of all Percentage Fees due and payable
to the City with respect to the period in question. If Licensee fails to timely furnish to the
Commissioner any monthly or annual statement required under this Agreement or if the
independent certified public accountant's opinion is qualified or conditioned in any manner, the
Commissioner has the right (but is not obligated) without notice, to conduct an audit of Licensee's
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financial records directly and solely related to this Agreement and to prepare the statements at Licensee's expense based on reasonable costs. Licensee must also provide the Commissioner with such other financial or statistical reports and information concerning the Concessions in the form as may be reasonably required from time to time by the Commissioner.
(e) Cost of Reports. All reports produced pursuant to this Section 6.04 shall be at Licensee's sole cost and expense. All such reports and any related records must be made readily available to the City and maintained by Licensee for no less than two (2) years.
ARTICLE 7. TERM OF AGREEMENT
7.1 Term of Agreement. The term of this Agreement is the Term as defined in Article 3, unless this Agreement is terminated earlier and in accordance with its terms. The License is revocable in accordance with the terms of this Agreement and, in any event, shall be revoked upon termination or expiration of this Agreement.
Holding Over. Continued occupancy by Licensee without the written consent of the Commissioner of all or a portion of the Licensed Spaces after expiration or termination of this Agreement constitutes holding over and will create a month-to-month license on the same terms and conditions as this Agreement, including payment of License Fees, until terminated by the Commissioner upon not less than thirty (30) days prior written notice to Licensee of such termination. If Licensee continues to hold over after receipt of such written notice, Licensee must pay License Fees for the entire holdover following the termination date under the notice, at double the rates of the License Fees. No occupancy of the Licensed Spaces by Licensee after the expiration or other termination of this Agreement extends the Term of this Agreement. Also, in the event of any unauthorized and willful occupancy after expiration or termination of this Agreement, Licensee must indemnify the City against all damages arising out of the retention of occupancy, and all insurance policies and letters of credit required to be obtained and maintained by Licensee as set forth in this Agreement must continue in effect.
Extension Option. The Commissioner may at any time before this Agreement expires elect to extend this Agreement for up to two (2) additional one (1) year periods under the same terms and conditions as this original Agreement, except as provided otherwise in this Agreement, by notice in writing to Licensee. If Licensee agrees to such extension, then after notification by the Commissioner, this Agreement must be modified to reflect the time extension in accordance with the provisions of Section 11.03.
7.4 Termination Due to Change in Airport Operations. This Agreement, or the License, is subject to termination by either party on sixty (60) days' written notice in the event of any action by the FAA, the TSA or any other governmental entity or the issuance of an order by any court of competent jurisdiction which prevents or restrains the use of the Airport, the Terminals or a portion thereof that renders performance by either party hereunder impossible, and which governmental action or court order remains in force and is not stayed by way of appeal or otherwise, for a period of at least ninety (90) days, so long as the action or order is not the result of any Event of Default of Licensee.
75 Early Termination. Notwithstanding anything to the contrary set forth in this
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Agreement, the Commissioner may terminate this Agreement with respect to any or all of the Licensed Space without cause for any reason, in the Commissioner's sole discretion, upon at least ninety (90) days prior written notice to Licensee. Upon the effective date set forth in such notice, Licensee shall surrender and vacate that portion of Licensed Space as to which this Agreement is being terminated as if the Agreement had expired on that date with respect to such Licensed Space. In the event of such early termination, the City shall pay to Licensee a "Licensed Space Termination Payment", which shall be defined herein to include the following: a sum equal to Gross Revenues earned by Licensee from the Licensed Space being terminated during the four (4)-month period immediately preceding the termination date, less the Fees payable to the City for that period. Upon Licensee's receipt of the Licensed Space Termination Payment and vacation of the Licensed Space, the City and Licensee shall thereafter be released from any and all obligations under this Agreement with respect to the Licensed Space except for such obligations which are expressly stated to survive the expiration or earlier termination of this Agreement.
ARTICLE 8. INSURANCE, INDEMNIFICATION AND SECURITY
8.1 Indemnification.
Indemnity. Except where this indemnity clause would be found to be inoperative or unenforceable under the Construction Contract Indemnification for Negligence Act, 740 ILCS 35/0.01 et seq. ("Anti-Indemnity Act"), Licensee must defend, indemnify, keep and hold harmless the City, its officers, representatives, elected and appointed officials, agents and employees, from and against any and all Losses.
Losses. "Losses" means, individually and collectively, liabilities of every kind, including losses, damages, and reasonable costs, payments and expenses (such as, but not limited to, court costs and reasonable attorneys' fees and disbursements), claims, demands, actions, suits, proceedings, judgments or settlements, any or all of which in any way arise out of or relate to the acts or omissions of Licensee, its employees, agents, subtenants, and Subcontractors.
Defense of Suits. At the City Corporation Counsel's option. Licensee must defend all suits brought upon all such Losses and must pay all costs and expenses incidental to them, but the City has the right, at its option, to participate, at its own cost, in the defense of any suit, without relieving Licensee of any of its obligations under this Agreement. Licensee must not make any settlement without the prior written consent to it by the City Corporation Counsel if the settlement requires any action on the part of the City or in any way involves the Airport.
Wavier of Indemnity Limits. To the extent permissible by law, Licensee waives any limits to the amount of its obligations to indemnify, defend or contribute to any sums due under any Losses, including any claim by any employee of Licensee that may be subject to the Workers Compensation Act, 820 ILCS 305/1 et seq. or any other related law or judicial decision (such as, Kotecki v. Cyclops Welding Corporation, 146 111. 2d 155 (1991)). The City, however, does not waive any limitations it may have on its liability under the Illinois Workers Compensation Act, the Illinois Pension Code or any other judicial decision.
Survival. The indemnities contained in this section survive expiration or termination of this Agreement for matters occurring or arising during the term of this Agreement
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or as the result of or during Licensee's performance of Services beyond the Term. Licensee acknowledges that the requirements set forth in this section to indemnify, keep and save harmless and defend the City are apart from and not limited by Licensee's duties under this Agreement, including the insurance requirements.
Insurance Requirements. Licensee must, at its sole expense, procure and maintain at all times during the Term of this Agreement, and during any time period following expiration or termination of this Agreement during which Licensee is holding over or Licensee is required to return to the Licensed Space for any reason whatsoever, the types of insurance specified in Exhibit 6 covering all operations under this Agreement, with insurance companies authorized to do business in the State of Illinois.
Disclaimer by City. Notwithstanding anything in this Agreement to the contrary, City expressly disclaims any and all liability for damage of any kind to the automated retail vending machines, except to the extent that such damage is caused by the grossly negligent acts or omissions or willful misconduct of the City or its employees. Responsibility for repairing and/or replacing any damaged or broken automated retail vending machine, and all liability for damage to the automated retail vending machines shall be the responsibility of Licensee, except to the extent that such damage is caused by the grossly negligent acts or omissions or willful misconduct of the City or its employees. City's total disclaimer applies whether the damage to the automated retail vending machine occurs while such automated retail vending machine is in the Licensed Spaces, are in the process of being transported to or from one ofthe Licensed Spaces, or are in the process of being installed or removed from one of the Licensed Spaces.
Security.
(a) Form of Security.
(i) Licensee must deliver to the City no later than the earlier to occur
of: a) 30 days after the Effective Date or b) the Delivery Date for the first Licensed Space,
an irrevocable, unconditional sight draft Letter of Credit in favor of the City. The face
amount of the Letter of Credit and any replacements or renewals of it must be maintained
by Licensee, through and including the date that is 180 days after the expiration of the Term
or termination of this Agreement, as follows: the face amount of the Letter of Credit must
at all times equal a) 25% of the estimated third full License Year MAG, based on projected
Gross Revenues or other reasonable method mutually agreed upon by both parties (without
consideration of any pro-rationing on account of either a License Year of less than 12
months or partial occupancy of the Licensed Space) and b) the Letter of Credit will be
required to be adjusted, as the MAG increases or decreases throughout the term. The Letter
of Credit must be in the form set forth in Exhibit 6 or as otherwise approved by the
Corporation Counsel.
(ii) In lieu ofthe Letter of Credit, Licensee may provide cash or a cashier's check
in the same amount for immediate deposit in the City's accounts. The Letter of Credit, cash
or cashier's check, as applicable, is referred to in this Agreement as the "Security." The
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original Letter of Credit, and all replacements of it, must be issued with an expiry date of at least one year after their respective dates of issuance. The Security secures the faithful performance by Licensee of all of Licensee's obligations under this Agreement. The Commissioner is entitled to draw on any such Letter of Credit unless proof of renewal of the Letter of Credit or a replacement Letter of Credit in form and substance satisfactory to the Comptroller has been furnished to the Commissioner at least thirty (30) days before its expiration date. The City will hold the proceeds as a cash Security to secure the full and faithful performance of Licensee's obligations under this Agreement. The Commissioner is not obligated to pay or credit Licensee with interest on any Security.
The Commissioner also is entitled to draw on the Letter of Credit in whole or in part upon the occurrence of an Event of Default, in which event the Commissioner is entitled to apply or retain all or any part of the proceeds of it or any cash or other Security deposited by Licensee and held by the City for the payment of any obligation of Licensee arising before or after the Event of Default.
The Letter of Credit must provide that the Commissioner may draw upon the Letter of Credit in whole or in part upon the delivery by the Commissioner to the issuer of the Letter of Credit of a demand for payment, purportedly signed by the Commissioner, together with a written statement that the Commissioner is entitled to draw upon the Letter of Credit under the terms of this Agreement. If amounts are drawn upon the Letter of Credit or amounts of a cash Security are applied by the Commissioner in accordance with the terms of this Agreement, Licensee must reinstate the Letter of Credit or cash Security to its full amount required in this Agreement within five (5) days following notification by the Commissioner of the City's draw upon the Letter of Credit or use of the cash Security. The rights reserved to the Commissioner or the City under the Letter of Credit or any cash Security are in addition to any rights they may have under this Agreement or under law.

Qualified Issuers. The Letter of Credit called for in this Agreement must be issued by companies or financial institutions having a rating of "A" or better as determined by Standard and Poor's or by Moody's Investors Service, Inc., or a net worth of at least $500,000,000, and must have an office in Chicago where the Commissioner may draw on the Letter of Credit. The Commissioner also reserves the right to order Licensee to immediately vacate some or all of the Licensed Spaces until the Letter of Credit is in place and effective.
No Excuse from Performance. If the financial condition of any Letter of Credit issuer issuing the Letter of Credit materially and adversely changes, the Commissioner may, at any time, require that the Letter of Credit be replaced with a Letter of Credit from another institution and in accordance with the requirements set forth in this section.
Non-Waiver. Notwithstanding anything to the contrary contained in this Agreement, the failure of the Commissioner to draw upon the Letter of Credit required under this Agreement or to require Licensee to replace the Letter of Credit at any time or times when the Commissioner has the right to do so under this Agreement does not waive or modify the Commissioner's rights to draw upon the Letter of Credit and to require Licensee to maintain or, as the case may be, replace the Letter of Credit, all as provided in this Section.
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ARTICLE 9. EVENTS OF DEFAULT, REMEDIES AND TERMINATION
9.1 Events of Default. Each of the following (a) through (n) constitute Events of Default by Licensee under this Agreement. The Commissioner will notify Licensee in writing of any event that the Commissioner believes to be an Event of Default. Licensee will be given an opportunity to cure the Event of Default within a reasonable period of time, as determined by the Commissioner, but not to exceed thirty (30) days after written notice of the Event of Default; provided, that (i) if a provision of this Agreement provides for a different cure period for a particular Event of Default, that different cure period will apply; (ii) if a provision of this Agreement does not allow a right to cure a particular Event of Default, there will be no right to cure; and (iii) if neither (i) or (ii) apply and if the promise, covenant, term, condition or other non­monetary obligation or duty cannot be cured within the time period granted by the Commissioner, but Licensee promptly begins and diligently and continuously proceeds to cure the failure within the time period granted and after that continues to diligently and continuously proceed to cure the failure, and the failure is reasonably susceptible of cure within forty-five (45) days from delivery of the notice, Licensee will have the additional time, not in any event to exceed forty-five (45) days, to cure the failure.
Any material misrepresentation made by Licensee to the City in the inducement to City to enter this Agreement or in the performance of this Agreement. There is no right to cure this Event of Default.
Licensee's failure to make any payment in full when due under this Agreement and failure to cure the default within five (5) days after the City gives written notice of the non-payment to Licensee. In addition, Licensee's failure to make any such payment within five (5) days after the written notice more than three (3) times in any License Year constitutes an Event of Default without the necessity ofthe City giving notice of the fourth failure to Licensee or allowing Licensee any opportunity to cure it.
Licensee's failure to promptly and fully keep, fulfill, comply with, observe, or perform any promise, covenant, term, condition or other non-monetary obligation or duty of Licensee contained in this Agreement.
Licensee's failure to promptly and fully perform any obligation or duty, or to comply with any restriction of Licensee contained in this Agreement concerning Transfer or Change in Ownership, whether directly or indirectly, of Licensee's rights or interests in this Agreement or of the ownership of Licensee.
(e) Licensee's failure to provide or maintain the insurance coverage required under this Agreement (including any material noncompliance with the requirements) and the failure to cure the Event of Default within two days following oral or written notice from the Commissioner; or, if the noncompliance is nonmaterial, the failure to cure the Event of Default within twenty (20) days after the Commissioner gives written notice. The Commissioner, in the Commissioner's sole discretion, will determine if noncompliance is material.
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Licensee's failure to conduct Concession operations in any Licensed Retail Space at all times Licensee is required to do so under this Agreement.
Licensee's failure to comply with the Value Pricing policy.
An Event of Default by Licensee or any Affiliate under any other agreement it may presently have or may enter into with the City during the Term of this Agreement and failure to cure the default within any applicable cure period.
(i) Licensee does any of the following and the action affects Licensee's ability to carry out the terms of this Agreement:
becomes insolvent, as the term is defined under Section 101 of the Bankruptcy Code as amended from time to time;
fails to pay its debts generally as they mature;
seeks the benefit of any present or future federal, state or foreign insolvency statute;
makes a general assignment for the benefit of creditors;
files a voluntary petition in bankruptcy or a petition or answer seeking an arrangement of its indebtedness under the Bankruptcy Code or under any other law or statute of the United States or of any State or any foreign jurisdiction; or
consents to the appointment of a receiver, trustee, custodian, liquidator or other similar official, of all or substantially all of its property.
0 An order for relief is entered by or against Licensee under any chapter of the Bankruptcy Code or similar law in any foreign jurisdiction and is not stayed or vacated within sixty (60) days following its issuance.
(k) Licensee is dissolved.
(1) A violation of law that results in a guilty plea, a plea of nolo contendere, guilty finding, or conviction of a criminal offense, by Licensee, or any of its directors, officers, partners or key management employees directly or indirectly relating to this Agreement, and that may threaten, in the sole judgment of Commissioner, Licensee's performance of this Agreement in accordance with its terms.
(m) Any failure to perform, act, event or omission that is specifically identified as an Event of Default elsewhere in this Agreement.
(n) Failure to provide an EDS when required.
92 Remedies. If an Event of Default occurs and is not cured by Licensee in the time allowed, in addition to any other remedies provided for in this Agreement, the City through the Commissioner or other appropriate City official may exercise any or all of the following remedies:
(a) Terminate this Agreement with respect to all or a portion of the Licensed Spaces and exclude Licensee from that using the License in the Licensed Space affected by
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the termination. If the Commissioner elects to terminate this Agreement, the Commissioner may, at the Commissioner's sole option, serve notice upon Licensee that this Agreement ceases and expires and becomes absolutely void with respect to the Licensed Space or that part identified in the notice on the date specified in the notice, to be no less than five (5) days after the date of the notice, without any right on the part of Licensee after that to save the forfeiture by payment of any sum due or by the performance of any term, provision, covenant, agreement or condition broken. Licensee has up to 30 days following termination to remove Equipment. At the expiration of the time limit in the notice, this Agreement and the Term of this Agreement, as well as the right, title and interest of Licensee underthis Agreement, wholly ceases and expires and becomes void with respect to the Licensed Space identified in such notice in the same manner and with the same force and effect (except as to Licensee's liability) as if the date fixed in the notice were the date in this Agreement stated for expiration of the Term with respect to the Licensed Space identified in such notice.
Recover all Fees, including Additional Fees and any other amounts due that have accrued and are then due and payable and also all damages available at law or under this Agreement. If the Agreement is terminated, whether in its entirety or with respect to a part of the Licensed Space, the damages will include damages for the balance of the scheduled Term, based upon any and all amounts that Licensee would have been obligated to pay for the balance of the Term with respect to the Licensed Space, or if this Agreement is terminated with respect to a portion of the Licensed Space, that portion of the Licensed Space affected by the termination, calculated as provided in this Agreement or, if not fixed, as reasonably estimated and prorated among the various portions of the Licensed Spaces. Should the City replace the Licensed Spaces, prior to the Term end date, with a comparable Licensee, the amount due will be through the relicensed date. In determining the amount of damages for the period after termination, the Commissioner may make the determination based upon the sum of any future payments that would have been due to the City, for the full License Year immediately before the Event of Default. All amounts that would have been due and payable after termination for the balance of the Term with respect to all or a portion of the Licensed Space must be discounted to present value at the Default Rate existing as of the date of termination. The Commissioner may declare all amounts to be immediately due and payable.
Distrain upon and remove from all inventory, equipment, machinery, trade fixtures and personal property of any kind or nature, whether owned by Licensee or by others, abandoned or remaining in Licensed Space 30 days after termination, and to proceed without judicial decree, writ of execution or assistance or involvement of constables or the City's and Licensee's officers, to conduct a private sale, by auction or sealed bid without restriction. Licensee waives the benefit of all laws, whether now in force or later enacted, exempting any of Licensee's property on the Licensed Space or elsewhere from distraint, levy or sale in any legal proceedings taken by
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the City to enforce any rights under this Agreement.
Seek and obtain specific performance, a temporary restraining order or an injunction, or any other appropriate equitable remedy.
Seek and obtain money damages; including special, exemplary, incidental and consequential damages.
Deem Licensee and Affiliates non-responsible in future contracts or concessions to be awarded by the City.
Declare Licensee and Affiliates in default under any other existing contracts or agreements they might have with the City and to exercise any remedies available under those other contracts or agreements.
Require Licensee to terminate a Subcontract that is causing breaches of this Agreement.
93 Effect of Default and Remedies.
Effect of Waiver. The City's waiver of any one right or remedy provided in this Agreement does not constitute a waiver of any other right or remedy then or later available to the City under this Agreement or otherwise. A failure by the City or the Commissioner to take any action with respect to any Event of Default or violation of any ofthe terms, covenants or conditions of this Agreement by Licensee will not in any respect limit, prejudice, diminish or constitute a waiver of any rights ofthe City to act with respect to any prior, contemporaneous or later violation or Event of Default or with respect to any continuation or repetition of the original violation or Event of Default. The acceptance by the City of payment for any period or periods after an Event of Default or violation of any of the terms, conditions and covenants of this Agreement does not constitute a waiver or diminution of, nor create any limitation upon any right of the City under this Agreement to terminate this Agreement for subsequent violation or Event of Default, or for continuation or repetition of the original violation or Event of Default. Licensee has no claim of any kind against the City by reason of the City's exercise of any of its rights as set forth in this Agreement or by reason of any act incidental or related to the exercise of rights.
Non-Exclusive Remedies. All rights and remedies of the City under this Agreement are separate and cumulative, and none excludes any other right or remedy of the City set forth in this Agreement or allowed by law or in equity. No termination of this Agreement or revocation of the License deprives the City of any of its remedies against Licensee for Fees, including Additional Fees or other amounts due or for damages for Licensee's breach of this Agreement. Every right and remedy of the City under this Agreement survives the expiration of the Term or the termination of this Agreement.
ARTICLE 10. SPECIAL CONDITIONS
10.1 Warranties and Representations. In connection with the execution of this Agreement, Licensee warrants and represents statements (a) through (j) below are true as of the Effective Date. If during the Term there is any change in circumstances that would cause a statement to be untrue, Licensee must promptly notify the Commissioner in writing. Failure to do
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so will constitute an Event of Default. Licensee must incorporate all of the provisions set forth in this Section 10.01 in all Subcontracts entered into with any suppliers of materials, furnishers of services, Subcontract, and labor organizations that furnish skilled, unskilled and craft union skilled labor, or that may provide any materials, labor or services in connection with this Agreement, such that the parties warrant, represent and covenant to Licensee as to the matters set forth in this Section. Licensee must cause its Subcontractors to execute those affidavits and certificates that may be necessary in furtherance of these provisions. The certifications must be attached and incorporated by reference in the applicable agreements. If any Subcontract is a partnership or joint venture, Licensee must also include provisions in its Subcontract ensuring that the entities comprising the partnership or joint venture are jointly and severally liable for its obligations under it.
Licensee is financially solvent; Licensee holds itself to very high standards of quality and professionalism; Licensee and each of its employees and agents are competent to perform as required underthis Agreement; this Agreement is feasible of performance by Licensee in accordance with all of its provisions and requirements; Licensee has the full power and is legally authorized to perform or cause to be performed its obligations under this Agreement under the terms and conditions stated in this Agreement; and Licensee can and will perform, or cause to be performed, all of its obligations under this Agreement in accordance with the provisions and requirements of this Agreement
Licensee is qualified to do business in the State of Illinois; and Licensee has a valid current business privilege license to do business in the State of Illinois and the City of Chicago, if required by applicable law.
The person signing this Agreement on behalf of Licensee has been duly authorized to do so by Licensee; all approvals or consents necessary in order for Licensee to execute and deliver this Agreement have been obtained; and neither the execution and delivery of this Agreement, the consummation of the transactions contemplated, nor the fulfillment of or compliance with the terms and conditions of this Agreement:

conflict with or result in a breach, default or violations of: Licensee's organizational documents; any law, regulation, ordinance, court order, injunction, or decree of any court, administrative agency or governmental body, or any lease or permit; or any of the terms, conditions or provisions of any restriction or any agreement or other instrument to which Licensee is now a party or by which it is bound; or
result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of Licensee under the terms of any instrument or agreement.
There is no litigation, claim, investigation, challenge or other proceeding now pending or, to Licensee's knowledge after due and complete investigation, threatened, challenging the existence or powers of Licensee, or in any way affecting its ability to execute or perform under this Agreement or in any way having a material adverse effect on the operations, properties, business or finances of Licensee.
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This Agreement constitutes the legal, valid and binding obligation of Licensee, enforceable against Licensee in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium and other laws affecting creditors' rights and remedies generally and by the application of equitable principles.
No officer, agent or employee of the City is employed by Licensee or has a financial interest directly or indirectly in this Agreement, a Subcontract under it, or the compensation to be paid under it except as may be permitted in writing by the Board of Ethics established under Chapter 2-156 of the Municipal Code and as may otherwise be permitted by law.
Licensee has not and will not knowingly used the services of any person or entity for any purpose in its performance under this Agreement, when such person or entity is ineligible to perform services under this Agreement or in connection with it, as a result of any local, state or federal law, rule or regulation, or when such person or entity has an interest mat would conflict the performance of services under this Agreement.
Neither Licensee nor any Affiliate of Licensee is listed on any of the following lists maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the Bureau of Industry and Security of the U. S. Department of Commerce or their successors, or on any other list of persons with which the City may not do business under applicable law: the Specially Designated Nationals List, the Denied Persons List, the Unverified List, and Entity List, and the Debarred List.
(j) Licensee, and to the best of Licensee's knowledge, its Affiliates, Subcontractors, any of their respective owners holding 7.5% or more beneficial ownership interest, and any of Licensee's directors, officers, members, or partners:
currently have no interest, directly or indirectly, that conflicts in any manner or degree with Licensee's performance under this Agreement and will not at any time during the Term have any interest nor acquire any interest, directly or indirectly, that conflicts or would or may conflict in any manner or degree with Licensee's performance under this Agreement;
have no outstanding parking violation complaints or debts, as the terms are defined in Section 2-92-380 of the Municipal Code (with the exception of any debt or obligation that is being contested in a pending administrative or judicial proceeding) and agrees that, for the Term, they will promptly pay any debts, outstanding parking violation complaints or monetary obligations to the City that may arise during the Term, with the exception of any debt or obligation that is being contested in a pending administrative or judicial proceeding;
are not in default under any other City contract or agreement as of the Effective Date, nor have been deemed by the City to have been in default of any other City contract or agreement within five years immediately preceding the Effective Date;
are not in violation of the provisions of §2-92-320 of the Municipal Code pertaining to certain criminal convictions or admissions of guilt and are not currently debarred
or suspended from contracting by any Federal, State or local governmental agency;
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are not delinquent in the payment of any taxes due to the City; and
will not make use of the Licensed Space in any manner that might interfere with the landing and taking off of aircraft at the Airport under current or future conditions or that might otherwise constitute a hazard to the operations of the Airport or to the public generally.
(j) Except only for those representations, statements, or promises expressly contained in this Agreement, including any Exhibits attached to this Agreement and incorporated by reference in this Agreement, no representation, warranty of fitness, statement or promise, oral or in writing, or of any kind whatsoever, by the City, its officials, agents, or employees, has induced Licensee to enter into this Agreement or has been relied upon by Licensee, including any with reference to:
the meaning, correctness, suitability or completeness of any provisions or requirements of this Agreement;
the nature of the Concession license being granted;
the nature, quantity, quality or volume of any materials, equipment, labor and other facilities, needed for the performance of this Agreement;
the general conditions that may in any way affect this Agreement or its performance;
the compensation provisions of this Agreement; or
any other matters, whether similar to or different from those referred to in clauses (i) through (iv) immediately above, affecting or having any connection with this Agreement, the negotiation of this Agreement, any discussions of this Agreement, the performance of this Agreement or those employed in connection with it.
Business Documents, Disclosure of Ownership Interests and Maintenance of Existence
Authorization to do Business. Licensee must provide evidence of its authority to do business in the State of Illinois including, if applicable, certifications of good standing from the Office of the Secretary of State of Illinois, and appropriate resolutions or other evidence ofthe authority of the persons executing this Agreement on behalf of Licensee.
Economic Disclosure Statement. Licensee has provided the Commissioner with an EDS for itself and EDSs for all entities with an ownership interest of 7.5 percent or more in Licensee, copies of which have been scanned for viewing on the City's website. Upon request by the Commissioner, Licensee must further cause its Subcontractors, sublicensees and proposed Transferees (and their respective 7.5 percent owners) to submit an EDS to the Commissioner. Licensee must provide the Commissioner, upon request, a "no change" affidavit if the information in the EDS(s) previously supplied remains accurate, or revised and accurate EDS(s) if the information contained in the EDS(s) has changed. In addition, Licensee must provide the City revised and accurate EDS(s) within thirty (30) days of any event or change in circumstance that
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renders the EDS(s) inaccurate. Failure to maintain accurate EDS(s) on file with the City is an Event of Default.
Confidentiality . Except as may be required by law during or after the performance of this Agreement, Licensee will not disseminate any non-public information regarding this Agreement or the Concession operations without the prior written consent of the Commissioner, which consent will not be unreasonably withheld or delayed. If Licensee is presented with a request for documents by any administrative agency or with a subpoena duces tecum regarding any documents that may be in its possession by reason of this Agreement, Licensee must immediately give notice to the City's Corporation Counsel. The City may contest the process by any means available to it before the records or documents are submitted to a court or other third party. Licensee, however, is not obligated to withhold the delivery beyond that time as may be ordered by the court or administrative agency, unless the subpoena or request is quashed or the time to produce is otherwise extended. Licensee must require each prospective Subcontractors to abide by such restrictions in connection with their respective Subcontracts.
City's Right to Assign . The City expressly reserves the right to assign or otherwise transfer all or any part of its interest under this Agreement, at any time and to any third party. Upon assignment to any successor or assignee of the City's right, title and interest in and to the Airport, the City is forever relieved, from and after the date of the assignment, of any and all obligations arising under or out of this Agreement, to the extent the obligations are assumed by the successor or assignee.
10.4 Transfer or Change of Ownership.
(a) Limits on Licensee's Transfers and Changes in Ownership.
(D Licensee may not sell, assign, sublicense, convey, pledge, encumber or otherwise transfer (individually and collectively, "Transfer") all or any part of its rights or interests in or to this Agreement, the License, the Licensed Space, the Term, or otherwise permit any third party to use the Licensed Space, without prior consent of the City, which consent may be given or denied in the City's sole and absolute discretion. Transfers involving all of Licensee's interest in this Agreement require approval of the City Council. Transfers of less than all of Licensee's interest in this Agreement require approval of the Commissioner. Prior consent by the City to any Transfer does not relieve Licensee from the requirement of obtaining consent from the City for any subsequent Transfer. Transfers that have the effect of granting a third party a security interest in this Agreement or pledge any portion of Gross Revenues or any automated retail vending machine in a Licensed Space as collateral for Licensee financing are strictly prohibited and, if entered into by Licensee, are an Event of Default.
(a) Except as otherwise provided below, any transaction involving a change of any ownership interest in Licensee (including, if Licensee is a joint venture, whether to an Affiliate, subsidiary or otherwise, or the transfer of an interest in any holder of a direct or indirect ownership interest in Licensee, or any merger or consolidation of Licensee (individually and collectively, "Change in Ownership"), is subject to the consent of:
a City Council, in its sole discretion, if the Change in Ownership involves
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a 100% Change in Ownership of Licensee, or
b. the Commissioner, in the Commissioner's reasonable discretion, if the Change in Ownership involves less than a 100% Change in Ownership of Licensee.
(iii) If Licensee (or, if Licensee is a joint venture or other entity comprised of other
entities, any of the entities comprising Licensee) is a corporation whose shares are traded at
arms-length on a public exchange, any Change in Ownership involving 5% or more of the
shares of Licensee's (or if Licensee is a joint venture or other entity comprised of other entities,
of any of the entities comprising Licensee) stock is subject to the City's consent as set forth
above. In that event, Licensee must provide the City with such prior notice of a Change in
Ownership as is not prohibited by law or by a confidentiality agreement executed in connection
with the proposed Change in Ownership. If such prior .notice is not permitted, then Licensee
must notify the City as soon as possible after the Change in Ownership to obtain the City's
consent to the Change in Ownership, which consent the City may grant or deny in its sole
discretion. If Licensee (or if Licensee is a joint venture or other entity comprised of other
entities, of any of the entities comprising Licensee) is a publicly traded corporation, a Change
in Ownership of less than 5% does not require consent as set forth in (ii) above unless a series
of such transactions results in a cumulative Change in Ownership of 5% or more or.
(iv) Consent by the City to any Change in Ownership does not relieve
Licensee (or if Licensee is a joint venture, any of the entities comprising Licensee) from the requirement of obtaining consent from the City for any subsequent Change in Ownership.
Any Transfer or Change in Ownership made without the City's prior consent is an Event of Default subject to all remedies, including termination of this Agreement at the City's option, and does not relieve Licensee of any of its obligations under this Agreement for the balance of the Term. This section applies to prohibit a Transfer, such as an assignment by a receiver or trustee in any federal or state bankruptcy, insolvency or other proceedings or by operation of law. Under no circumstances will any failure by the Commissioner to act on or submit any request by Licensee or to take any other action as provided in this Agreement be deemed or construed to constitute consent to Licensee's request by the Commissioner or by the City Council. If the City is found to have breached its obligations under this Section, then Licensee's sole remedy is to terminate this Agreement without liability to either the City or Licensee.
Notwithstanding any permitted Transfer by Licensee of any rights under this Agreement, Licensee remains fully liable for all payments due to the City underthis Agreement and for the performance of all other obligations under this Agreement. In the event of a permitted Transfer of the License or Transfer of all or any portion of the Term, where the fees payable to Licensee exceed the Fees or pro rata portion ofthe Fees under this Agreement, as the case may be, for the License or Term, Licensee must pay the City monthly, as Additional Fees, at the same time as the monthly installments of other Fees under this Agreement that are payable in monthly installments, the excess of the fees payable to Licensee pursuant to the
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Transfer over the Fees payable to the City under this Agreement.
(vii) Any or all of the requests by Licensee for consents under this Section must be made in writing and provided to the Commissioner (a) at least sixty (60) days prior to the proposed Transfer or Change in Ownership if the Commissioner's consent is required; and (b) at least one hundred-twenty (120) days prior to a proposed Transfer or Change in Ownership if the City Council's consent is required, unless the City determines that more time is required. All requests for consent must include copies of the proposed documents of Transfer or Change in Ownership, evidence of the financial condition, reputation and business experience of the proposed transferee, completed EDSs for all involved parties in the form then required by the City, and such other documents as the City may reasonably require to evaluate the proposed Transfer or Change in Ownership. All documents of Transfer or Change in Ownership must completely disclose any and all monetary considerations payable to Licensee in connection with the Transfer or Change in Ownership. Consent to a Transfer or Change in Ownership proposed under this Agreement is in the sole discretion of the City and, as a condition of the consent, the City may require a written acknowledgment from Licensee that, notwithstanding the proposed Transfer or Change in Ownership, Licensee remains fully and completely liable for all obligations of Licensee under this Agreement; however, Licensee shall remain so liable regardless of whether or not the City requests a written acknowledgement.
(vii*) If any Transfer or Change in Ownership under this Agreement occurs, whether or not prohibited by this section, the Commissioner may collect the Fees payable under this Agreement from any transferee of Licensee and in that event will apply the net amount collected to the amounts payable by Licensee under this Agreement without, by doing so, releasing Licensee from this Agreement or any of its obligations under this Agreement. If any Transfer or Change in Ownership occurs without the consent of the City and the City collects compensation from any transferee of Licensee and applies the net amount collected in the manner described in the preceding sentence, the actions by the City are not deemed to be waiver of the covenant contained in this section and do not constitute acceptance of the transferee by the City.
(k) All reasonable costs and expenses incurred by the City in connection with
any prohibited or permitted Transfer or Change in Ownership must be borne by Licensee and are payable to the City as Additional Fee.
(c) Subcontractor Agreements. The provisions of this Agreement, to the extent applicable, are deemed a part of any contract between Licensee and a Subcontractor.
105 Compliance with Laws. Licensee must at all times observe and comply with all applicable laws, statutes, ordinances, rules, regulations, court orders and executive or administrative orders and directives of the federal, state and local government, now existing or later in effect (whether or not the law also requires compliance by other parties), including the Americans with Disabilities Act and Environmental Laws, that may in any manner affect the performance of this Agreement (collectively, "Laws"), and must not use the Licensed Space, or allow the Licensed Space to be used, in violation of any Laws or in any manner that would impose liability on the City or Licensee under any Laws. Licensee must notify the City within seven days
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of receiving notice from a competent governmental authority that Licensee or any of its Subcontractor may have violated any Laws. Provisions required by any Law to be inserted in this Agreement are deemed inserted in this Agreement whether or not they appear in this Agreement or, upon application by either party, this Agreement will be amended to make the insertion; however, in no event will the failure to insert the provisions before or after this Agreement is signed prevent its enforcement. Without limiting the foregoing, Licensee covenants that it will comply with all Laws, including but not limited to the following:
In connection with Section 2-92-320 of the Municipal Code, Licensee has executed an EDS, which is attached to this Agreement as Exhibit 9 and which contains a certification as required under the Illinois Criminal Code, 720 ILCS 5/33E, and underthe Illinois Municipal Code, 65 ILCS 5/8-10-1 etseq. Ineligibility under Section 2-92-320 of the Municipal Code continues for 3 years following any conviction or admission of a violation of Section 2-92-
320. For purposes of Section 2-92-320, when an official, agent or employee of a business entity has committed any offense under the section on behalf of such an entity and under the direction or authorization of a responsible official of the entity, the business entity is chargeable with the
conduct. If, after Licensee enters into a contractual relationship with a Subcontractor, it is determined that the contractual relationship is in violation of this subsection, Licensee must immediately cease to use the Subcontractor. All Subcontracts must provide that Licensee is entitled to recover all payments made by it to the Subcontractor if, before or subsequent to the beginning of the contractual relationship, the use of the Subcontractor would be violative of this subsection.
It is the duty of Licensee and all officers, directors, agents, partners, and employees of Licensee to cooperate with the Inspector General and the Legislative Inspector General of the City in any investigation or hearing undertaken under Chapter 2-56 or Chapter 2- 55 of the Municipal Code, respectively. Licensee understands and will abide by all provisions of Chapters 2-55 and 2-56 of the Municipal Code. Licensee must inform all Subcontractors of this provision and require under each Subcontract compliance herewith by each Subcontractors as to each such Subcontractor and all of its officers, directors, agents, partners and employees.
Licensee must not use or allow the Licensed Space to be used for the release, storage, use, treatment, disposal or other handling of any hazardous substance, as defined in any Environmental Laws, except in full compliance with all Environmental Laws. Licensee must not use or allow the Licensed Space to be used for the storage of any such hazardous substances except small amounts of cleaning fluids, business equipment materials (such as copy machine toner) and other small amounts of such hazardous substances customarily handled or used in connection with the Concession operations, all of which must be stored and used in compliance with all applicable Environmental Laws. Upon the expiration or termination of this Agreement, Licensee must surrender the Licensed Space to the City free from the presence and contamination of any hazardous substances.
In accordance with Section 11-4-1600(e) of the Municipal Code of Chicago, Licensee warrants and represents that it, and to the best of its knowledge, its Subcontractors have not violated and are not in violation of the following sections of the Municipal Code (collectively, the "Waste Sections"):
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7-28-390 Dumping on public way—Violation—Penalty; 7-
28-440 Dumping on real estate without permit;
11-4-1410 Disposal in waters prohibited;
11-4-1420 Ballast tank, bilge tank or other discharge; 11-
4-1450 Gas manufacturing residue;
11 -4-1500 Treatment and disposal of solid or liquid waste; 11 -4-1530 Compliance with rules and regulations required; 11-4-1550 Operational requirements; 11-4-1560 Screening requirements; and
any other sections listed in Section 11-4-1600(e), as it may be amended from time to time. During the period while this Agreement is executory, Licensee's or any Subcontractor's































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violation of the Waste Sections, whether or not relating to the performance of this Agreement, constitutes a breach of and an Event of Default under this Agreement, for which the opportunity to cure, if curable, will be granted only at the sole designation of the Commissioner. Such breach and Event of Default entitles the City to all remedies under the Agreement, at law or in equity. This section does not limit Licensee's and its Subcontractors' duty to comply with all Environmental Laws, in effect now or later, and whether or not they appear in this Agreement. Non-compliance with these terms and conditions may be used by the City as grounds for the termination of this Agreement and may further affect Licensee's eligibility for future City agreements.
(e) Section 2-92-586 of the Municipal Code: The City encourages Licensee to use licensees and sublicensees that are firms owned or operated by individuals with disabilities, as defined by section 2-92-586 of the Municipal Code of the City of Chicago, where not otherwise prohibited by federal or state law.
(t) Prohibition on Certain Contributions (Mayoral Executive Order No. 2011-4):
Licensee agrees that Licensee, any person or entity who directly or indirectly has an ownership or beneficial interest in Licensee of more than 7.5 percent ("Owners"), spouses and domestic partners of such Owners, Licensee's Subcontractors, any person or entity who directly or indirectly has an ownership or beneficial interest in any Subcontractor of more than 7.5 percent ("Sub- owners") and spouses and domestic partners of such Sub-owners (Licensee and all the other preceding classes of persons and entities are together, the "Identified Parties"), shall not make a contribution of any amount to the Mayor of the City of Chicago (the "Mayor") or to his political fund-raising committee (i) after execution of this bid, proposal or Agreement by Licensee, (ii) while this Agreement or any Other Contract is executory, (iii) during the term of this Agreement or any Other Contract between Licensee and the City, or (iv) during any period while an extension of this Agreement or any Other Contract is being sought or negotiated.
Licensee represents and warrants that since the date of public advertisement of the specification, request for qualifications, request for proposals or request for information (or any combination of those requests) or, if not competitively procured, from the date the City approached Licensee or the date Licensee approached the City, as applicable, regarding the formulation of this Agreement, no Identified Parties have made a contribution of any amount to the Mayor or to his political fund-raising committee.
Licensee agrees that it shall not: (a) coerce, compel or intimidate its employees to make a contribution of any amount to the Mayor or to the Mayor's political fund-raising committee; (b) reimburse its employees for a contribution of any amount made to the Mayor or to the Mayor's political fund-raising committee; or (c) bundle or solicit others to bundle contributions to the Mayor or to his political fund-raising committee.
(iii) Licensee agrees that the Identified Parties must not engage in any conduct whatsoever designed to intentionally violate this provision or Mayoral Executive
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Order No. 05-1 or to entice, direct or solicit others to intentionally violate this provision or Mayoral Executive Order No. 2011-4.
Licensee agrees that a violation of, non-compliance with, misrepresentation with respect to, or breach of any covenant or warranty under this provision or violation of Mayoral Executive Order No. 2011-4 constitutes a breach and default underthis Agreement, and under any Other Contract for which no opportunity to cure will be granted. Such breach and default entitles the City to all remedies (including without limitation termination for default) under this Agreement, under Other Contract, at law and in equity. This provision amends any Other Contract and supersedes any inconsistent provision contained therein.
If Licensee violates this provision or Mayoral Executive Order No. 2011-4 prior to award ofthe Agreement resulting from this specification, the Chief Procurement Officer may reject Licensee's bid.
For purposes of this provision:
"Bundle" means to collect contributions from more than one source which are then delivered by one person to the Mayor or to the Mayor's political fund-raising committee. "Other Contract" means any other agreement with the City of Chicago to which Licensee is a party that is (i) formed under the authority of chapter 2-92 of the Municipal Code of Chicago; (ii) entered into for the purchase or lease of real or personal property; or (iii) for materials, supplies, equipment or services which are approved or authorized by the city council.
"Contribution" means a "political contribution" as defined in Chapter 2-156 of the Municipal Code of Chicago, as amended.
Individuals are "Domestic Partners" if they satisfy the following criteria:
a they are each other's sole domestic partner, responsible for each other's common welfare; and
neither party is married; and
the partners are not related by blood closer than would bar marriage in the State of Illinois; and













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d each partner is at least 18 years of age, and the partners are the saine sex, and the partners reside at the same residence; and
e. two of the following four conditions exist for the partners; and
f the partners have been residing together for at least 12 months; and
the partners have common or joint ownership of a residence; and
the partners have at least two of the following arrangements:

joint ownership of a motor vehicle; and
a joint credit account; and
a joint checking account; and
a lease for a residence identifying both domestic partners as tenants.
i. Each partner identifies the other partner as a primary beneficiary in a will.
"Political fund-raising committee" means a "political fund-raising committee" as defined
in Chapter 2-156 of the Municipal code of Chicago, as amended.
Licensee covenants that no payment, gratuity or offer of employment must be made in connection with this Agreement by or on behalf of any Subcontractors or higher tier Subcontractors or anyone associated with them as an inducement for the award of a Subcontract or order; and Licensee further acknowledges that any agreement entered into, negotiated or performed in violation of any of the provisions of Chapter 2-156 of the Municipal Code is voidable as to the City.
Pursuant to section 2-156-030(b) of the Municipal Code, it is illegal for any elected official of the city, or any person acting at the direction of such official, to contact, either orally or in writing, any other city official or employee with respect to any matter involving any person with whom the elected official has a business relationship, orto participate in any discussion in any city council committee hearing or in any city council meeting or to vote on any matter involving the person with whom an elected official has a business relationship. Violation of §2-156-030(b) by any elected official with respect to this Agreement is grounds for termination of this Agreement. Section 2-156-080 defines a "business relationship" as any contractual or other private business dealing of an official, or his or her spouse, or of any entity in which an official or his or her spouse has a financial interest, with a person or entity which entitles an official to compensation or payment in the amount of $2,500 or more in a calendar year; provided, however, a financial interest will not include: (1) any ownership through purchase at fair market value or inheritance of less than one percent of the share of a corporation, or any corporate subsidiary, parent or affiliate thereof, regardless of the value of or dividends on such shares, if such shares are registered on a securities exchange pursuant to the Securities Exchange Act of 1934, as amended;

the authorized compensation paid to an official or employee for his office or employment;
any economic benefit provided equally to all


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residents of the city; (4) a time or demand deposit in a financial institution; or (5) an endowment or insurance policy or annuity contract purchased from an insurance company. A "contractual or other private business dealing" will not include any employment relationship of an official's spouse with an entity when such spouse has no discretion concerning or input relating to the relationship between that entity and the city.
Visual Rights Act.
(J) Licensee will cause any artist who creates artwork for the Licensed Space to waive any and all rights in the artwork that may be granted or conferred on any work of visual art (the "Artwork") under Section 106A and Section 113 of the United States Copyright Act, (17 U.S.C. § 101 et seq.) (the "Copyright Act"). The waiver must include, but is not limited to, the right to prevent the removal, storage, relocation, reinstallation, or transfer of the Artwork. Licensee acknowledges and will cause the artist to acknowledge that such removal, storage, relocation, reinstallation or transfer of the Artwork may result in the destruction, distortion, mutilation or other modification of the Artwork. Further, Licensee acknowledges and consents and will cause the artist to acknowledge and consent that the Artwork may be incorporated or made part of a building or other structure in such a way that removing, storing, relocating, reinstalling or transferring the Artwork will cause the destruction, distortion, mutilation or other modification of the Artwork.
Licensee represents and warrants that it will obtain a waiver of Section 106A and Section 113 ofthe Copyright Act as necessary from any employees and sublicensees, or any other artists. Licensee must provide City with copies of any such waivers required by Section 106A and Section 113 of the Copyright Act prior to installation of any Artwork in the Licensed Space.
10.6 Airport Security.
(a) This Agreement is expressly subject to the airport security requirements of Title 49 of the United States Code, Chapter 449, as amended ("Airport Security Laws"), the provisions of which govern airport security and are incorporated by reference, including the rules and regulations promulgated under it. Licensee is subject to, and further must conduct with respect to its Subcontractors and the respective employees of each, such employment investigations, including criminal history record checks, as the Commissioner, the TSA or the FAA may deem necessary. Further, in the event of any threat to civil aviation, as defined in the Airport Security Laws, Licensee must promptly report any information in accordance with those regulations promulgated by the United States Department of Transportation, the TSA and by the City. Licensee must, notwithstanding anything contained in this Agreement to the contrary, at no additional cost to the City, perform under this Agreement in compliance with those guidelines developed by the City, the TSA and the FAA with the objective of maximum-security enhancement. Any drawings, plans, and specifications provided by Licensee under this Agreement must comply with those guidelines for airport security developed by the City, the





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TSA and the FAA and in effect at the time of their submission.
Further, Licensee must comply with, and require compliance by its Subcontractors, suppliers of materials and furnishers of services, employees, and business invitees, with all present and future laws, rules, regulations, or ordinances promulgated by the City, the TSA or the FAA, or other governmental agencies to protect the security and integrity of the Airport, and to protect against access by unauthorized persons. Subject to the approval of the TSA, the FAA and the Commissioner, Licensee must adopt procedures to control and limit access to the Airport and the Licensed Space by Licensee and its Subcontractors, suppliers of materials and furnishers of services, employees, and business invitees in accordance with all present and future City, TSA and FAA laws, rules, regulations, and ordinances. At all times during the Term, Licensee must have in place and in operation a security program for the Licensed Space that complies with all applicable laws and regulations.
Gates and doors located on the Licensed Space, if any, that permit entry into restricted areas at the Airport must be kept locked by Licensee at all times when not in use or under Licensee's constant security surveillance. Gate or door malfunctions must be reported to the Commissioner or the Commissioner's designee without delay and must be kept under constant surveillance by Licensee until the malfunction is remedied.
In connection with the implementation of its security program, Licensee may receive, gain access to or otherwise obtain certain knowledge and information related to the City's overall Airport security program. Licensee acknowledges that all such knowledge and information is of a highly confidential nature. Licensee covenants that no person will be permitted to gain access to such knowledge and information, unless the person has been approved by the Commissioner in advance in writing. Licensee further must indemnify, hold harmless and defend the City and other users of the Airport from and against any and all claims, reasonable costs, reasonable expenses, damages and liabilities, including all reasonable attorney's fees and costs, resulting directly or indirectly from the breach of Licensee's covenants and agreements as set forth in this section.
Licensee understands that fines and/or penalties may be assessed by the TSA or FAA for Licensee's noncompliance with the provisions of 49 CFR Parts 1540 and 1542 entitled "Airport Security" or by other agencies for noncompliance with regulations applicable to Licensee's operations. In the event the City shall be subject to any fine or penalty by reason of any violation at the Airport of any such rule, regulation or standard, the Commissioner may conduct an investigation and make a determination as to the identity of the party responsible for the violation. If it is determined by the Commissioner that Licensee, or any party for which Licensee is liable under this Agreement, is responsible for all or part of the fine or penalty, Licensee shall pay said amount of the fine or penalty as Additional Fees.
10.7 Non-Discrimination.
(a) Licensee for itself, its personal representatives, successors in interest, and assigns, as a part of the consideration of this Agreement, covenants that:(i) no person on the grounds of race, color, or national origin will be excluded from participation in, be denied the benefits of, or
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otherwise be subjected to discrimination in the use of the Licensed Space; (ii) in the furnishing of services in the Licensed Spaces, no person on the grounds of race, color, or national origin will be excluded from participation in, be denied the benefits of, or otherwise be subjected to discrimination; (iii) Licensee will use the License in compliance with all other requirements imposed by or under 49 C.F.R. Part 21, Nondiscrimination in Federally Assisted Programs of the Department of Transportation, and as those regulations may be amended; and (iv)Licensee shall operate the Concession on a fair, equal, and not illegally discriminatory basis to all users of it, and shall charge fair, reasonable, and nondiscriminatory prices for Products (but Licensee is allowed to make reasonable and nondiscriminatory discounts, rebates, or other similar types of price reductions to volume purchasers.) In addition, Licensee assures that it will comply with all other pertinent statutes, Executive Orders and the rules as are promulgated to assure that no person will, on the grounds of race, creed, color, national origin, sex, age, or handicap be excluded from participating in any activity conducted with or benefitting from federal assistance.
It is an unlawful practice for Licensee to, and Licensee must at no time: (j) fail or refuse to hire, or discharge, any individual or discriminate against the individual with respect to his or her compensation, or the terms, conditions, or privileges of his or her employment, because of the individual's race, creed, color, religion, sex, age, handicap or national origin; or
(ii) limit, segregate, or classify its employees or applicants for employment in any way that would deprive any individual of employment opportunities or otherwise adversely affect his or her status as an employee, because of the individual's race, creed, color, religion, sex, age, handicap or national origin; or (iii) in the exercise of the privileges granted in this Agreement, discriminate or permit discrimination in any manner, including the use of the License, against any person or group of persons because of race, creed, color, religion, national origin, age, handicap, sex or ancestry. Licensee must post in conspicuous places to which its employees or applicants for employment have access, notices setting forth the provisions of this non­discrimination clause.
Licensee must comply with the Civil Rights Act of 1964,42 U.S.C. § 2000e et seq. (1981), as amended, and to the extent required by the law, must undertake, implement and operate an affirmative action program in compliance with the rules and regulations of the Federal Equal Employment Opportunity Commission and the Office of Federal Contract Compliance, including 14 CFR Part 152, Subpart E. Attention is called to: Exec. Order No. 11,246, 30 Fed. Reg. 12,319 (1965), reprinted in 42 U.S.C. § 2000e note, as amended by Exec. Order No. 11,375, 32 Fed. Reg. 14,303 (1967) and by Exec. Order No. 12,086, 43 Fed. Reg. 46,501 (1978); Age Discrimination Act, 42 U.S.C. §§ 6101-06 (1981); Rehabilitation Act of 1973, 29 U.S.C. §§ 793-94 (1981); Americans with Disabilities Act, 42 U.S.C. § 12101 and 41 CFR Part 60 et seq. H990) and 49 CFR Part 21, as amended (the "ADA"); and all other applicable federal statutes, regulations and other laws.
Licensee must comply with the Illinois Human Rights Act, 775 ILCS 5/1-101 et seq. as amended and any rules and regulations promulgated in accordance with it, including the Equal Employment Opportunity Clause, 5 III. Admin. Code §750 Appendix A. Furthermore, Licensee must comply with the Public Works Employment Discrimination Act, 775 ILCS




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10/0.01 et seq as amended, and all other applicable state statutes, regulations and other laws.(e) Licensee must comply with the Chicago Human Rights Ordinance, sec. 2-160-010 et seq. of the Municipal Code, as amended, and all other applicable City ordinances and rules. Further, Licensee must furnish or must cause each of its Subcontractors) to furnish such reports and information as requested by the Chicago Commission on Human Relations.
Licensee must insert these non-discrimination provisions in any agreement by which Licensee grants a right or privilege to any person, firm, or corporation to render accommodations and/or services to the public on the Licensed Space. Licensee must incorporate all of the above provisions in all agreements entered into with any suppliers of materials, furnishers of services, Subcontractors of any tier, and labor organizations that furnish skilled, unskilled and craft union skilled labor, or that may provide any such materials, labor or services in connection with this Agreement, and Licensee must require them to comply with the law and enforce the requirements. In all solicitations either by competitive bidding or negotiations by Licensee for work to be performed under a Subcontract, including procurements of materials or leases of equipment, each potential Subcontractor or supplier must be notified by Licensee of Licensee's obligations under this Agreement relative to nondiscrimination.
Noncompliance with this Section will constitute a material breach of this Agreement; therefore, in the event of such breach, Licensee authorizes the City to take such action as federal, state or local laws permit to enforce compliance, including judicial enforcement. In the event of Licensee's noncompliance with the nondiscrimination provisions of this Agreement, the City may impose such sanctions as it or the Federal or state government may determine to be reasonably appropriate, including cancellation, termination or suspension of the Agreement, in whole or in part.
Licensee must permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the City, the Commissioner or the Federal government to be pertinent to ascertain compliance with the terms of this Section. Licensee must furnish to any agency of the Federal or state government or the City, as required, any and all documents, reports and records required by Title 14, Code of Federal Regulations, Part 152, Subpart E, including an affirmative action plan and Form EEO-1.
(j) The City is committed to compliance with federal Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency ("LEP"), and related FAA guidance. Licensee must cooperate with the City, and require its Subcontractors to cooperate, in updating and implementing the LEP access plan. This may include but is not limited to collecting demographic data and conducting surveys of LEP customers, providing multilingual signage and menus, and hiring multilingual staff.
10.8 Airport Concession Disadvantaged Business Enterprises (ACDBEs). This Agreement is subject to the requirements of the U.S. Department of Transportation's regulations 49 C.F.R. Parts 26 and 23, as amended from time to time. Licensee must comply with the Special Conditions Regarding ACDBE participation attached hereto as Exhibit 7 and incorporated here by reference. Failure to comply with such Special Conditions shall be an Event of Default.



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No Exclusive Rights. Nothing contained in this Agreement must be construed to grant or authorize the granting of an exclusive right, including an exclusive right to provide aeronautical services to the public as prohibited by section 308(a) of the Federal Aviation Act of 1958, as amended, and the City reserves the right to grant to others the privilege and right of conducting any one or all activities of an aeronautical nature. It is clearly understood by Licensee that no right or privilege has been granted that would operate to prevent any person, firm, or corporation operating aircraft on the Airport from performing any services on its own aircraft with its own regular employees (including maintenance and repair) that it may choose to perform.
Avigation Easement. There is reserved to the City, its successors and assigns for the use and benefit of the public, a right of flight for the passage of aircraft in the airspace above the Licensed Space. This public right of flight includes the right to cause in the airspace any noise inherent in the operation of any aircraft used for navigation or flight through the airspace or landing at, taking off from, or operation on the Airport. Licensee by accepting this License agrees for itself, its successors, and assigns that it will not make use of the Licensed Space in any manner that might interfere with the landing and taking off of aircraft from Airport or otherwise constitute a hazard. If this covenant is breached, the City reserves the right to enter upon the Licensed Space and cause the abatement of the interference at the expense of Licensee.
National Emergency. This Agreement and all the provisions of this Agreement are subject to whatever right the United States Government now has or in the future may have or acquire affecting the control, operation, regulation, and taking over of the Airport, or the exclusive or non-exclusive use of the Airport by the United States during the time of war or national emergency.
2014 Hiring Prohibitions.

The City is subject to the June 16, 2014, "City of Chicago Hiring Plan" (the "2014 City Hiring Plan") entered in Shakman v. Democratic Organization of Cook County, Case No 69 C 2145 (United States District Court for the Northern District of Illinois). Among other things, the 2014 City Hiring Plan prohibits the City from hiring persons as governmental employees in non-exempt positions on the basis of political reasons or factors.
Licensee is aware that City policy prohibits City employees from directing any individual to apply for a position with Licensee, either as an employee or as a sublicensee, and from directing Licensee to hire an individual as an employee or as a sublicensee. Accordingly, Licensee must follow its own hiring and contracting procedures, without being influenced by City employees. Any and all personnel of Licensee in connection with this License are employees or sublicensees of Licensee, not employees ofthe City of Chicago. This Agreement is not intended to and does not constitute, create, give rise to, or otherwise recognize an employer- employee relationship of any kind between the City and any personnel of Licensee.
Licensee will not condition, base, or knowingly prejudice or affect any term or aspect ofthe employment of any personnel associated with this Agreement, or offer employment to any individual to provide services associated with this Agreement, based upon or because of

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any political reason or factor, including, without limitation, any individual's political affiliation, membership in a political organization or party, political support or activity, political financial contributions, promises of such political support, activity or financial contributions, or such individual's political sponsorship or recommendation. For purposes of this Agreement, a political organization or party is an identifiable group or entity that has as its primary purpose the support of or opposition to candidates for elected public office. Individual political activities are the activities of individual persons in support of or in opposition to political organizations or parties or candidates for elected public office.
(d) In the event of any communication to Licensee by a City employee or City official in violation of this Section, or advocating a violation of this Section above. Licensee will, as soon as is reasonably practicable, report such communication to the Hiring Oversight Section ofthe City's Office of the Inspector General, and also to the Commissioner of the Department.
ARTICLE 11. GENERAL CONDITIONS
11.1 Entire Agreement. This Agreement contains all the terms, covenants, conditions and agreements between the C ity and Licensee relating in any manner to the grant and use of the License and otherwise to the subject matter of this Agreement. No prior or other agreement or understandings pertaining to these matters are valid or of any force and effect. This Agreement supersedes all prior or contemporaneous negotiations, undertakings, and agreements between the parties. No representations, inducements, understandings or anything of any nature whatsoever made, stated or represented by the City or anyone acting for or on the City's behalf, either orally or in writing, have induced Licensee to enter into this Agreement, and Licensee acknowledges, represents and warrants that Licensee has entered into this Agreement under and by virtue of Licensee's own independent investigation.
Counterparts. This Agreement may be comprised of several identical counterparts and may be fully executed by the parties in separate counterparts. Each such counterpart is deemed to be an original, but all such counterparts together must constitute but one and the same Agreement.
Amendments. Except as otherwise expressly provided in this Agreement, the provisions of this Agreement may by amended only by a written agreement and signed by the City and Licensee. No review or approval by the Commissioner constitutes a modification of this Agreement (except to the extent that the review or approval expressly provides that it constitutes such a modification or it is apparent on its face that the review or approval, if made in writing, modifies terms or provisions of this Agreement that are within the express powers of the Commissioner under this Agreement to modify), or excuses Licensee from compliance with the requirements of this Agreement or of any applicable laws, ordinances or regulations. Amendments must be signed by the Mayor, provided that the Commissioner alone may sign amendments to the Exhibits. Notwithstanding the foregoing, any amendment that would modify the Agreement such that the Agreement would no longer substantially conform to the form of Agreement that was approved by City Council requires approval by the City Council.
11.4 Severability . Whenever possible, each provision of this Agreement must be


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interpreted in such a manner as to be effective and valid under applicable law. However, notwithstanding anything contained in this Agreement to the contrary, if any provision of this Agreement is under any circumstance prohibited by or invalid under applicable law, the provision is severable and deemed to be ineffective, only to the extent of the prohibition or invalidity, without invalidating the remaining provisions of this Agreement or the validity of the provision in other circumstances.
115 Covenants in Subcontracts. All obligations imposed on Licensee under this Agreement pertaining to the maintenance and operation of the automated retail vending machines and compliance with the ACDBE requirements in this Agreement are deemed to include a covenant by Licensee to insert appropriate provisions in all Subcontracts covering work under this Agreement and to enforce compliance of all Subcontractors with the requirements of those provisions.
Governing Law. This agreement is deemed made in the state ot Illinois and governed as to performance and interpretation in accordance with the laws of Illinois. Licensee irrevocably submits itself to the original jurisdiction of those courts located within Cook County, Illinois, with regard to any controversy arising out of, relating to, or in any way concerning the execution or performance of this Agreement. Licensee consents to service of process on Licensee, at the option of the City, by registered or certified mail addressed to the applicable office as provided for in this Agreement, by registered or certified mail addressed to the office actually maintained by Licensee, or by personal delivery on any officer, director, or managing or general agent of Licensee. If any action is brought by Licensee against the City concerning this Agreement, the action can only be brought in those courts located within Cook County, Illinois.
Entire Agreement. Any notices or other communications pertaining to this Agreement must be in writing and are deemed to have been given by a party if sent by nationally recognized commercial overnight courier or registered or certified mail, return receipt requested, postage prepaid and addressed to the other party. Notices are deemed given on the date of receipt if by personal service, or one day after deposit with a nationally recognized commercial overnight courier, three (3) days after deposit in the U.S. mails, or otherwise upon refusal of receipt. Unless otherwise directed by Licensee in writing, all notices or communications from the City to Licensee will be addressed to the person identified as Licensee's contact person in Licensee's EDS, as attached as Exhibit 9. All notices or communications from Licensee to the City must be addressed to:
Commissioner, Chicago Department of Aviation
City of Chicago
O'Hare International Airport
10510 W. Zemke Rd Chicago,
Illinois 60666
and with a copy to:
Deputy Commissioner of Concessions at the same address.



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If the notice or communication relates to payment of Fees or other payments to the City or relates to the Security deposit or insurance requirements, a copy must be sent to:

City Comptroller City of Chicago City Hall - Room 501 121 N. LaSalle Street Chicago, Illinois 60602

If the notice or communication relates to a legal matter or the indemnification requirements, a copy must be sent to:
City of Chicago, Department of Law
Aviation, Environmental, Regulatory and Contracts Section 2
North LaSalle Street, Suite 540
Chicago, Illinois 60602
Attn: Deputy Corporation Counsel

Either party may change its address or the individual to whom the notices are to be given by a notice given to the other party in the manner set forth above.
Successors and Assigns: No Third-Party Beneficiaries. This Agreement inures to the exclusive benefit of, and be binding upon, the parties and their permitted successors and assigns; nothing contained in this Section, however, constitutes approval of an assignment or other transfer by Licensee not otherwise permitted in this Agreement. Nothing in this Agreement, express or implied, is intended to confer on any other person, sole proprietorship, partnership, corporation, trust or other entity, other than the parties and their successors and assigns, any right, remedy, obligation, or liability under, or by reason of, this Agreement unless otherwise expressly agreed to by the parties in writing. No benefits, payments or considerations received by Licensee for the performance of services associated and pertinent to this Agreement must accrue, directly or indirectly, to any employees, elected or appointed officers or representatives, or to any other person or persons identified as agents of, or who are by definition an employee of, the City. Neither this Agreement nor any rights or privileges under this Agreement are an asset of Licensee or any third party claiming by or through Licensee or otherwise, in any bankruptcy, insolvency or reorganization proceeding.
Subordination.
(a) This Agreement is subordinate to the provisions and requirements of any existing or future agreements between the City and the United States government or other governmental authority, pertaining to the development, operation or maintenance of the Airport, including agreements the execution of which have been or will be required as a condition precedent to the granting of federal or other governmental funds for the development of the Airport. If the United States government requires modifications, revisions, supplements or deletions of any ofthe terms of this Agreement, then Licensee consents to the changes to this Agreement.
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This Agreement and all rights granted to Licensee under this Agreement are expressly subordinated and subject to any existing agreement or any Use Agreement with any airline utilizing the Airport, including the Terminals, and any existing agreement with any airline consortium pertaining to the operation of the Airport, including the Terminals.
To the extent of a conflict or inconsistency between this Agreement and any agreement described in paragraphs (a) and (b) above, those provisions in this Agreement so conflicting must be performed as required by those agreements referred to in paragraphs (a) and (b).

Conflict. In the event of any conflict between the terms and provisions of this Agreement and the terms and provisions of any Subcontract between Licensee and third parties, the terms and provisions of this Agreement govern and control.
Offset by Licensee. Whenever in this Agreement the City is obligated to pay Licensee an amount, then the City Comptroller may elect to require Licensee to offset the amount due against Fees or other payments owed by Licensee to the City, in lieu of requiring the City to pay such amount. Licensee shall have no right to offset any amount due to City under this Agreement against amounts due to Licensee by City unless so directed in writing by the City Comptroller.
Waiver; Remedies. No delay or forbearance on the part of any party in exercising any right, power or privilege must operate as a waiver of it, nor does any waiver of any right, power or privilege operate as a waiver of any other right, power or privilege, nor does any single or partial exercise of any right, power or privilege preclude any other or further exercise of it or of any other right, power or privilege. No waiver is effective unless made in writing and executed by the party to be bound by it. The rights and remedies provided for in this Agreement are cumulative and are not exclusive of any rights or remedies that the parties otherwise may have at law, in equity or both, except that the City will not be liable to Licensee for any consequential damages whatsoever related to this Agreement.
Authority of Commissioner. Unless otherwise expressly stated in this Agreement, any consents and approvals to be given by the City under this Agreement may be made and given by the Commissioner, an authorized representative of the Commissioner or such other person as may be duly authorized by the City Council, unless the context clearly indicates otherwise.
Estoppel Certificate. From time to time upon not less than fifteen (15) days prior request by the other party, a party or its duly authorized representative having knowledge of the following facts, will execute and deliver to the requesting party a statement in writing certifying as to matters concerning the status of this Agreement and the parties' performance under this Agreement, including the following:
A that this Agreement is unmodified and in full force and effect (or if there have been
modifications, a description of the modifications and that the Agreement as modified is in full force and effect);
A. the dates to which Fees, including Additional Fees, have been paid and the amounts

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of the Fees most recently paid;
B. that the requesting party is not in default under any provision of this Agreement, or, if in default, the nature of it in detail;
C. in the case of the City's request under this Agreement, such further matters as may be requested by the City, it being intended that any such statement may be relied upon by third parties.
No Personal Liability. Licensee, or any sublicensee, assignee or Subcontractor, must not charge any elected or appointed official, agent, or employee of the City personally or seek to hold him or her personally or contractually liable to Licensee, sublicensee, assignee, or Subcontractor for any liability or expenses of defense under any provision of this Agreement or because of any breach of its provisions or because of his or her execution, approval, or attempted execution of this Agreement.
Limitation of City's Liability. Licensee and its Subcontractors must make no claims against the City for damages, charges, additional costs or fees or any lost profits or costs incurred by reason of delays or hindrances by the City in the performance of its obligations under this Agreement. All Licensee and Subcontractor personal property upon the Licensed Space or upon any other part of the Airport, is at the risk of Licensee or Subcontractor only, respectively, and the City is not liable for any loss or damage to it or theft of it or from it. The City is not liable or responsible to Licensee or Subcontractors, and Licensee waives, and will cause its Subcontractors likewise to waive, to the fullest extent permitted by law, all claims against the City for any loss or damage or inconvenience to any property or person or any lost profits any or all of which may have been occasioned by or arisen out of any event or circumstance, including theft, fire, act of God, public enemy, injunction, riot, strike, insurrection, war, court order, requisition or order of governmental body or authority, or water leakage, steam, excessive heat or cold, falling plaster, or broken glass; or any act or neglect of the City or any occupants of the Airport, including the Terminals or the Licensed Space, or repair or alteration of any part of the Airport, or failure to make any such repairs or any other thing or circumstance, whether of a like nature or a wholly different nature. If the City fails to perform any covenant or condition of this Agreement that the City is required to perform, and, notwithstanding the foregoing, Licensee recovers a money judgment against the City, the judgment must be satisfied only out of credit against the Fees and other monies payable by Licensee to the City under this Agreement, and the City is not liable for any deficiency except to the extent provided in this Agreement and to the extent that there are legally available Airport funds.
Joint and Several Liability. If Licensee, or its successors or assigns, if any, is comprised of more than one individual or other legal entity (or a combination of them), then in that event, each and every obligation or undertaking stated in this Agreement to be fulfilled or performed by Licensee is the joint and several obligations or undertaking of each such individual or other legal entity.
Non-Recordation. Licensee must not record or permit to be recorded on its behalf this Agreement or a memorandum of this Agreement, in any public office.
52

11.19 Survival. Any and all provisions set forth in this Agreement that, by its or their nature, would reasonably be expected to be performed after the expiration or termination of this Agreement survive and are enforceable after the expiration or termination. Any and all liabilities, actual or contingent, that have arisen in connection with this Agreement, survive any expiration or termination of this Agreement. Any express statement of survival contained in any section must not be construed to affect the survival of any other section, which must be determined under this section.
1120 Force Majeure. Neither party is liable for non-performance of obligations under this Agreement due to delays or interruptions beyond their reasonable control, including delays or interruptions caused by strikes, lockouts, labor troubles, war, fire or other casualty, acts of God ("force majeure event"). As a condition to obtaining an extension of the period to perform its obligations under this Agreement, the party seeking such extension due to a force majeure event must notify the other party within twenty (20) days after the occurrence of the force majeure event. The notice must specify the nature of the delay or interruption and the period of time contemplated or necessary for performance. The foregoing notwithstanding, however, in no event will Licensee be entitled to an extension of more than sixty (60) days due to a force majeure event, without the express written consent of the Commissioner.


























53

EXHIBIT 1
LICENSED SPACE (INCLUDING CONFIRMATION OF DBO)
EXHIBIT 1 LICENSED SPACE (INCLUDING CONFIRMATION OF DBO)


The Licensed Retail Spaces are located at Chicago O'Hare International Airport and include the Vending Zones in which Licensee's automated retail vending machines are located as per the following:

Vending Zone Automated Retail Vending Machine LOD Space ID Number |10
9|Kylie Cosmetics Sprinkles Cupcakes T1B.U.107.B |109|n/a T1B.U.12.B |109|n/a T1B.U.73.M |109|n/a T1B.L.94.0
5A n/a T1C.T.G.C
5B n/a T1B.THH.V |109|n/a T2E.U.39.A |109|Chicago Essentials Kylie Cosmetics TEF.U.5L.L |109|n/a T2F.U.45.E |10 9|n/a T2E.U.48.A
10 n/a T2.L.40.6
11 Basil St. Pizza T2EF.U.16.D
12 Chicago Essentials T2.U.45.J
13 Sprinkles Cupcakes T3.U.8C.D
14 n/a T3G.U.33.C
15 n/a T3H.U.30.E
16 Chicago Essentials T3K.9Ma.A

17 Chicago Essentials T3K.U.75.L
18A n/a T3.L.8Y.C
18B n/a T3.L.8Y.C
19 n/a CTA Pedway
20A n/a T2.U.4A.D
20B Sprinkles Cupcakes Basil St. Pizza T2.U.4C.E
21 Basil St. Pizza Sally Salad T3.U.8AA.F
22 n/a T3HK.U.9R.E
23 Sally Salad Basil St. Pizza Shop all Sound L Stinger.U.2.3.A
24A n/a T2 CTA Pedway
24B Shop all Sound T2 CTA Pedway
24C n/a T2 CTA Pedway
25 n/a Bus Shelter Center

The Date of Beneficial Occupancy is: TBD


I

Created by CADD Serwes

I

Created by CADD Senates

Chicago O'Hare International Airport
Mayor • Lori Lightfoot

Chicago Department of Aviation
Commissioner • Jamie Rhee
UNISON RETAIL MANAGEMENT
Terminal 2 / Concourse E/F Upper Level
Automated Retail
Zone #11 (T2EF.U.16.D)

Scale: M6"=1'-0"
Creaad by CADD Senses


Created by CADD Services

I

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Zone 13
Space:T3.U.8C.D Area: 80 s.f.
Chicago O'Hare International Airport
Mayor • Lori Lightfoot

Chicago Department of Aviation
Commissioner • Jamie Rhee
srairrB-aFT-
UNISON RETAIL MANAGEMENT
Terminal 3 Upper Level
Automated Retail Zone #13 (T3.U.8C.D)
DateMay, 2021
CruledbyCADDSenicts

I


Chicago O'Hare International Airport
Mayor • Lori Lightfoot

Chicago Department of Aviation
Commissioner • Jamie Rhee
Terminal 3 /Concourse HK Upper Level
Automated Retail Zone #17 (T3K.U.75.L)
JC«. I'y AJ-U"
RETAIL MANAGEMENT
Created by CAOO Services

Creiied by CAD J Services
Created by CADD Servces

Date:May, 2021
CreKe^KAoRervices

Created by CADD Services
UNISON RETAIL MANAGEMENT
FEES
EXHIBIT 2 FEES
1. Percentage Fee: Prepango

Concession Gross Revenues $0 -$10,000 per unit per month Gross Revenues Over $10,000 per unit per month
Chicago Essentials 20.0% 25.0%
ShopAll Sound 20.0% 22.0%
Vendmobility 20.0% 25.0%
ShopAll Pharmacy 20.0% 20.0%
Lego 16.0% 18.0%
Kylie Cosmetics 14.0% 16.0%
Premium Sound 15.0% 15.0%
Sprinkles Cupcakes 13.5% 15.0%
Gilly Snack & Soda (Beverages) 25.0% 28.0%
Gilly Basil St. Pizza 16.5% 16.5%
Gilly Sally Salad 19.0% 20.0%



2. There is no "Minimum Annual Guarantee" or "MAG" for the first License Year of the Term. The Minimum Annual Guarantee for the second License Year is 85% of the Percentage Fee payable in the first License Year. Beginning with the third License Year, and for each License Year thereafter, the Minimum Annual Guarantee will equal the greater of 85% of the Percentage Fee payable for the preceding License Year, and the Minimum Annual Guarantee for the second License Year.
EXHIBIT 3 DEVELOPMENT PLAN
4. Concessions Development Plan








IPrepango


Prepango LLC I Ph 619710.1680 I 806 Starboard Si. Chula Vista CA 91914

1. CONCEPT/SYSTEM AND THEME INCLUDING WHY EACH COMPONENT IS BEST FOR O'HARE
Here is a summary on each ofthe proposed concepts:
[A. ShopAll Soundj
ShopAll Sound brings an expansive assortment of earbuds, headphones and mobility related items into the automated re­tail concept with half of the concept focused exclusively on earbuds/headphones (SOUND) and the other half focused exclusively on Mobility Necessities (mainly phone accessories which quickly become crucial when you are travelling). The ideal customers will be those typically traveling on longer flights (i e., to the Coasts and Internationally) Although based on our experience we expect headphone sales to be the leading revenue generator, having the mobility section will strengthen overall sales and provide products and services to an even wider audience. Given our unique ability to customize the planogram, we'll be able to maximize sales on a per unit basis by bringing more assortment and items of what is need­ed for the space rather than the other way around (as is today).
Why our concept and assortment works: we have learned from our automated retail experience that customers want options Having options and different price points enables, customers to pick and choose the right product for them. This means higher sales and more satisfied customers
Our SOUND concept is original, unique and flexible. It is com­prised of major leading brands as shown in item 2, it also fea­tures a distinct opportunity to highlight major global brands to help increase sales and awareness. For O'Hare we are proposing two new Sound variants: SOUND feat BEATS and SOUND feat JBL!
BEATS and JBL are two ofthe most well-known brand in the headphone space, they are market leaders and while they play at different price point they evoke unrivaled coolness and value, respectively. This will ultimately allow O'Hare travelers access to different assortments and planograms depending on the ShopAll SOUND variant. It also means we'll be able to fine ture the implementation to suit O'Hare passenger mix re­quirements.
|B1. PREMIUM SOUND feat BEATS]
ShopAll Sound featuring Beats by Dr. Dre is a concept cre­ated with the idea of offering a vast and high quality variety of earbuds, headphones, mobile accessories that are inherent to the Sound concept but also a new category of the famous premium consumer audio and headphones.
Beats by Dr. Dre are famously known for their advanced acoustic technologies, upgraded ergonomics for optimal com­fort and their up to date new features that go along with the latest generation sound technology.
Beats offers both elegant aesthetic and unique sleek fashion that allows all day wear Beats also offers high quality perfor-
mance that creates an emotive listening experience.
We are confident that Premium Sound featuring Beats will be a great addition to the O'Hare Airport, the collection to be available for passengers will consist of high-performance wireless head­phones, earbuds., true wireless and the most loved in airports: Pure Adaptive Noise Cancelling , the brands new proprietary technology that uses advanced algorithms to continuously moni­tor, adjust and detects ambient noise, .perfect for travelers!
|B2. PREMIUM SOUND "feat JBL]
Premium Sound featuring JBL by Harman is a concept cre­ated with the idea of offering a vast and high quality variety of earbuds, headphones, mobile accessories that are inherent to the Sound concept but also make available for passengers the world known portfolio of JBL's Signature Sound
JBL is responsible for creating the amazing sound continues to shape life's most epic moments in the world. From iconic events like concerts at Madison Square Garden, to games at Yankee Stadium and weekend road trips, JBL is always elevat­ing the listeners' experiences with award-winning audio that lets them make the most of every moment.
Our goal is to bring this Superior Sound into a grab and go solution where passengers can enjoy the JBL signature sound portfolio that consists of wireless earbuds (wired and wireless), headphones (wired, wireless and noise cancelling), true wire­less and even travel speakers.
We are immensely proud to feature the brand JBL by Harman at our ShopAll Sound concept. With their professional creden­tials and over 70 years of delivering industry leading innovation we are positive that bringing this concept to O'Hare airport, will ensure music lovers a long-lasting comfort, impeccable sound quality and a stylish design The perfect addition for a trip1

|C. KYLIE COSMETICS|
Kylie Cosmetics by Kylie Jenner is one ofthe fastest growing beauty brands in the world. Having launched just a few years ago, Kylie Cosmetics was put on the makeup map, by Kylie's infamous "Lip Kit," consisting of a matching liquid lipstick and lip liner to create the perfect Kylie pout Kylie's never-before-seen concept disrupted the market and changed the face of the beauty industry forever. Kylie has since gone on to expand the collection into a full range of color cosmetics, including eye­shadow palettes, concealers, highlighters, blushes, accesso­ries and more, as well as becoming one ofthe most renowned and coveted cosmetics brands of 2020.
The Kylie Cosmetics automated retailer machine concept, de­veloped by Prepango, enables travelers to pick up her famed Kylie Lip Kit, plus other seasonal and special edition products ranging from Lip Kits, to eye pallets and make up, in a unique buying format that stands out.
The results so far have been beyond strong and this might
Prepango LLC I Ph 619 7101680 i 806 Starboard Si. Chula Vista CA 91914

just be the strongest automated retail concept worldwide. Our forecasted sales are based off our experience in Las Vegas with the concept, where it has been extremely well received and has generated a lot of buzz with the airport and city, espe­cially every time Kylie posts pictures or includes her machine concept in her social media feeds Kylie's first post of the Kylie Cosmetics machine has surpassed 3.4 million likes on Insta-gram! (See FigurelC.i)
Prepango expect this will be extremely successful in Chi­cago. We are frequently contacted by future travelers who want to know where they can find the units so they can prepare in advance!
[P. LEGO|
The LEGO automated retail concept enables parents and kids to pick up unique toys and seasonal products, in a fun pur­chase format that brings the best ofthe brand to high traffic locations. The concept includes a wide assortment of toys for kids (and grownups) starting as young as 1.5 years and has many Lego themes and collaborations, plus a wide variety of box sizes and an ample price range starting at only $9.99!
We believe this will be a well-suited concept for the airport and especially since we expect to be located in specific gates post security where the toy assortment is more limited than pre-security.
We have learned thru the years in our vending and retail expe­rience that customers want options, and the more the better. Having options and different price points enables customers to pick and choose the right product for them. This means higher sales and more satisfied customers. We achieve this in LEGO by expanding the concept to an entire automated LEGO shop with a wide assortment of products and price points.
|E. Sprinkles I
Sprinkles opened its first bakery in Beverly Hills in 2005, draw­ing long lines of loyal cupcake fans and celebrity endorse­ments. Today, the company has grown to 36 locations from coast-to-coast.
On March 6, 2012, Sprinkles Cupcakes opened the world's first Cupcake ATM in Beverly Hills. The second opened a few months later in Chicago. The Cupcake ATMs dispense cup­cakes and doggie cupcakes 24 hours a day and are continu­ously restocked with freshly baked cupcakes.
Sprinkles evokes the memory of European bakeries flooded with the smell of baked goods and awash in natural light. The pure material palette speaks to the quality ofthe ingredients while signature design elements reflect the playfulness and joy of the Sprinkles experience.
The Sprinkles automated retail machine concept, developed by Prepango, enables travelers to pick up the famous and deli­cious Sprinkles cupcakes. The concept has exceeded our ex­pectations and the sales results in other locations have gener-
ated firm confidence that the project will be functional for the O'Hare Airport.
jR~Chicago Essentials +|
This is a unique to O'Hare concept we are proposing where we can bring those quick, impulse, most sought after buys from a vending format. Chicago Essentials is a vending con­cept designed to ease passenger travel anxiety, including in a COVID-19 world by providing them with everything they need to travel as safely as possible, this concept will dispense every­thing from a wide assortment of Personal Protection Equipment (PPE), from Sanitizing gels in multiple sizes, Cleaning wipes, a wide assortment of face masks, to top selling Over the Counter (pharmacy) items, to must have before boarding mobile acces­sories ranging from cables to adaptors, batteries and more!.
Having this concept at a high traffic public location increases confidence on visitors Due to COVID-19 perhaps the world will never be the same again, so going forward we expect people will be looking for products to make their travels Safer, Cleaner, and more convenient
|G. ShopAll Pharmacy]
This unique and great looking concept will alleviate the trav­eler's needs and make for an overall more pleasant flying ex­perience The pharmacy concept offers a HUGE assortment of much needed over the counter medications. While many newsstands offer some of these items, this unparallel assort­ment generates a better experience and substantially higher sales because ofthe large quantity of options in brand, rem­edies, and sizes. Often, passengers will buy from the concept just in case they need it later in their trip, as well as often forgot­ten or left at home items.
ShopAll Pharmacy's goal is to provide a 24-hour automated pharmacy offering top-brand Over The Counter (OTC) prod­ucts for travelers on the go. The units offer a variety of popu­lar products to help relieve common aches that may come up while traveling. ShopAll Pharmacy offers a grab and go con­cept that satisfies personal wellness and hygiene necessities. ShopAll Pharmacy offers a fast solution with a wide assortment of products to overcome an immediate emergency. The vari­ety of products include medication sold without prescription such as branded pain relief products, children's health prod­ucts, a wide assortment of allergy remedies, digestive health, feminine care, overall wellness and more.
|H. VendMobilityl
This proven concept is focused on a 50%/50% model of ear­buds and headphones being the first half and the other half being the mobility related items. The main focus of a VendMo-bility un;t is to offer a wide assortment of much needed elec­tronic travel essentials such as earbuds, power banks, char­gers and adapters in a small footprint unit that works in those spaces where the space is limited.

Prepango LLC I Ph 6197101680 I 806 Starboard St. Chula Vista CA 91914
Our VendMobility unit features a sleek style vending machine with very bright LED lighting that merchandises product ef­fectively. VendMobility large units have a 10-inch touch screen that displays in a simple and friendly way prices, products and images for the customer convenience. This large VendMobil­ity unit has the capability of displaying up to 40 selections.
Thanks to its standard look it provides an easy grab and go solution for spaces where the space is also limited and a grab and go solution is needed while traveling. This concept is known for selling entry to premium brands

I.APK -Basil Street Pizza
Basil Street Pizza is another innovative concept, it's an autono­mous pizza baKing machine that cooks a cnin crust bricK-oven style 10" pizza in less than 3 minutes. Because of its nature, it reduces exposure and risk with touchless baking and con-tactless payment options! The coolness factor is off the charts1 Even though it is a robotic vending machine the pizzas have a fresh out of the oven taste The unit features a 42" digital display for ads and menu display. The unit stores the product at low temperatures in its freezer then positions each pizza pie on a three element non-microwave speed oven, the end prod­uct is guaranteed to be healthier, safer and delicious.

[J. Sally Salad]
Starting with Sally, the world's first salad robot, we're building a
more hygienic path to fresh food. Sally uses groundbreaking robotics to assemble delicious meals from ingredients that are contained and protected. It's innovative technology that en­ables safe fresh food for more people in more places. Fill Sally with up to 22 of your best ingredients to deliver customizable salads, grain bowls, breakfast bowls, and snacks in just 90 sec­onds, any time of day. Sally Enables smarter food choices by providing full nutritional information including calories, carbs, fiber, fat, and protein that update with every custom choice. Within her small footprint of 3 feet by 3 feet Sally is the most efficient and only customizable option that will provide premier options to ORD travelers and employees. No meal prep, no crazy lunch bills, no hassle. It's the start of an era where fresh food is always accessible, no matter the shoes you walk in or where they take you.
|K. Gilly Snack & Beverage]
Gilly Vending's award-winning snack & beverage concepts are inspired by the highest quality equipment manufacturers in the USA Our energy efficient machines are fully accessorized with all cashless acceptance, digital and interactive touchscreens, guaranteed delivery system, and cutting-edge real-time rout­ing technology. Gilly is known for its wide variety of multicul­tural product lines from around the world. And wellness options selected by nutritionists. Our passion for superior quality and performance will include custom graphics and enclosures.


Category
2. PROPOSED MENU OF SERVICES AND PRODUCTS AND THE APPROXIMATE PRICE RANGE FOR EACH CATEGORY. ShopAll SOUND Concept covers the following categories
Price Range
Category
Noise Cancelling Headphones
True Wireless earbuds $40-$160
Sport True Wireless $30-$160
Premium Brand Noise Cancelling
Kids Headphones $20-$30
Travel Necessities $15-$40

Cables and Adapters $15-$30
Headphones Wireless
Power & Charging $20-$60

Prepango LLC I Ph 6197101680 I 806 Starboard St, Chula Vista CA 91914
I
KYLIE COSMETICS Proposed menu of products and the approximate price range for eacn category.
SNACK & SODA Proposed menu of products and the approximate pnce range for each category.
Category Product Price Range
I- M
Iii
Q Snacks Small Serve Chips $1.50-$1.75
$2.O0-$2.25
Snacks

Snacks Large Serve Chips $2.00-$2 25

Crackers & Ceral Bars

Illuminating/ $lg_$26 Blush
Chocolates and Candies


Bundles & Sets

Snacks
Premium Cookies & Pastries

Snacks Gums & Mints
CATEGORY
SPRINKLES Proposed menu of products and the approximate price range for each category
PRICE RANGE

Premium All Natural Organic Chips
Premium All Natural Organic Cookies
Chocolats and Candies (Family Size)|1010|Snacks
Premium Bars (Protein,
Gluten Free, Vegan, $4.00-$6.00
Kosher, Non GMO)

Beverages


Category Product
| Beverages
Soft Drinks 12oz Cans

Water and Soft Drinks 20oz Bottles

15oz Juices and 20oz Bottles

$3.00-$4.00
Beverages
20oz Vitamin Waters and Specialty Teas
All Natural & Organic Beverages HealLhy Juices and $4.00-$5.00 Other Drinks
$4.00-$5 00
Beverages
Energy Drinks, Premium and Alternative Drinks

prepango LLC I Pr. 6197'01680 I 806 Starboard St. Chula Vsta CA 91914


I
LEGO Proposed menu of products and the approximate price range for each category


Paris, Trafalgar Square, London, San Francisco, $39.99 - $79.99

Anna's Canoe Expeds ition, Storybook Adven­tures (Belle's, Ariel's, Mulan's, Anna And Elsa's) Moana's Island Home, Mulan's Training Grounds

Plane. Police Bike

The Rise of Voldemort

Dilophosaurus on the Loose .

Ferrari F40 Competizione, Chevrolet Camaro ZL1 Race Car, MCLaren Senna, 1974 Porsche 911 Turbo 3.0 .

q w Obi-Wan's Hut, Luke Skywalker's Landspeeder, Man- dalorian Battle Pack, Black Ace TIE Interceptor, . s 3 ¦? a'33.

Batmobile: Persuit of The Joker, Captain America: $19.99 - $29.99

Gamer's Market,.


ShopAll Pharmacy Proposed menu of products and the approximate price range for each category

I

Prepango LLC I Ph 619 7101680 I 806 Starboard St, Chula Vista CA 91914
SALLY SALADS Proposed menu of products and the approximate price range for each category
BASIL STREET PIZZA Proposed menu of products and the approximate price range for each category.

Category Product
¦ Vegetarian Fiesta Taco Bowl
Mediterranean Grain Bowl
Chef Inspired • Sally's Chicken Caesar Salad gg
Dishes ¦ Casey's Chopped Salad
Casey's Chef Salad
Sally's Spinach
Pizza
Category Product

Cheese Pepperoni Meat Lovers
Custom Basic green salad with up to $8 99-$11 99
Made 2 toppings, 6 ingredients
3. SOURCES OF MERCHANDISE, PRODUCTS, AND SUPPLIES
Prepango sources its products directly from the associated brand and or authorized brand distributors. We have devel­oped a strong network of partners in all our categories that has allowed us to bring a wide variety of products
We are in constant communication with Brand managers and distributors for updates and information on top new merchan­dise so that our catalogue stays current. Our team also keeps up to date on new technology on the market with the focus on fulfilling the customer needs and providing a great and full experience For brand specific concepts, such as BEATS, JBL, KYLIE COSTMETICS, KYLIE SKIN, and LEGO: we directly pic up the inventory at the manufacturer's factory or warehouse.
For Sprinkles, Sprinkles Chicago bakery is located at 50 East Walton Street, Chicago, IL, 60611, just 18 miles away from the O'Hare Airport. On daily basis our operator will pick up fresh baked cupcakes to stock our machines The proximity to the Sprinkles bakery allows us to react quickly to any need that arises, including inventory, packaging, or promotional materials.

I For Gilly Vending Concepts: |
Casey Creations, LLC will source, produce and delivery all items locally from their Ghost Kitchen partner+ near ORD for Sally Salads. They will also be responsible for maintenance, cleaning and supplies for the units. To maintain low costs and support the local businesses in Chicago, Basil Street Pizza will make use of a local commissary kitchen and distribution cen­ter. For the Snack and Beverage concept, Gilly Vending has partnered with world-known brands that customers know and trust. This makes possible to have a secure and strong distri­bution capability Some Gilly Vending strongest partners are Vistar, PFG, Unifi, US Foods, EA Sween

4. NARRATIVE DESCRIPTION OF THE PROPOSED CAPITAL IMPROVEMENTS.
All the equipment to be deployed at Chicago O'Hare, including the units provided by Gilly Vending ACDBE, will be new equip­ment. The purchase and deployment of our equipment will be our primary capital investment For some locations, if awarded,
we mav be required to bring electricity and from experience we know that will also be a significant capital improvement For selected location, a major capital improvement will be brining electrical to locations that need it We have budgeted $80,000 for this improvement alone. In the case of BASIL STREET Pizza, that unit will require a 220V connection which will require elec­trical upgrade which we are budgeting at $5000-$10,000.
Each unit is custom wrapped with a header to cover and en­hance the look of the exterior. This Vinyl wrap is strong, du­rable, abrasion and moisture resistant; withstands rust and corrosion; is electrically non-conductive and has excellent fire performance properties. It is high quality and eye-catching thanks to the bright colors. The frontal side of ShopAll Retail (large units) have a 22" Monitor touch screen with 1920x1080 pixels resolution where customers can navigate through the categories, review product descriptions, pictures and even watch videos ofthe perfect product they are looking for.
We are fully committed to do all we can to keep our customers safe and healthy As such, we will invest and place antibacterial film on the touch screen to reduce and prevent the formation of bacteria and germs This protective film is made of silver ions that are highly reactive and affect multiple sites in bacte­rial cells, guaranteeing

their destruction. This film protects 24h a day, 7 days a week. It inhib­its the development of 99 99% of the germs tested and prevents the formation of biofilm
pay
To ensure a safe experience while using our units, we have invested in intelligent point of sale terminals that work with regular credit and debit cards, but also NFC Contactless payment options. The contactless terminal also accepts mobile payment apps includ­ing Google Pay, Apple Pay, Samsung Pay, MobilePay, Paytm, Swish and many more!
SAMSUNG
pay
Prepango LLC I Ph 619 7101680 I 806 Starboard St. Chula Vista CA 91914

5. NARRATIVE DESCRIPTION OF THE RESPONDENT'S SUSTAINABILITY INITIATIVES INCORPORATED IN THE DESIGN AND CONSTRUCTION OF THE PROPOSED TENANT IMPROVEMENTS.
¦? We will use a hybrid vehicle as a way of transportation be­tween terminals and inventory pickups. In this way, we will reduce the emission of polluting gases and contribute to caring for the environment and the people's health.
¦+ We consider a priority to do business with those brands who follow sustainable practices.
•? For example, JBL by Harman is continuously working efforts to reduce carbon emissions, conserve and protect water supplies, curb energy usage and lower the amount of waste. They also encourage recycling practices and are continu­ously providing information on environmental protection.
¦*¦ Our ShopAll units are nicely illuminated by LED lights that are extremely energy efficient and long-lasting. LED lights con­tain no toxic elements and are 100% recyclable. The use of LED lighting will allow us to consume less energy. The LED lights contain no toxic materials, are 100% recyclable and will help to reduce the emission of carbon footprint
* The antibacterial film being used to protect our monitor touchscreens are biological and do not contaminate the
environment. They are long lasting (up to 5 years) and are recyclable.
¦* Our partner brands, Kylie Cosmetics does not test on ani­mals and that they work closely with their suppliers to ensure their ingredients are not tested on animals They do offer some vegan options and all their products are gluten and pataben free
-»¦ Our ACDBE Subtenant, Gilly Vending, uses state-of-the-art equipment and technology that is energy efficient and envi­ronmentally sustainable resulting in lower energy costs.
¦* For the Snack and Beverage concept Gilly Vending is pre­dominantly partnering with many snack foods companies that have succeeded in reducing the amount of packaging by reducing its size and thickness. Sally Salads and Basil Street are a great example of a Sustainable Food Practices that deliver excellent quality in a cost-effective manufactur­ing environment. Some other sustainable initiative includes supporting their local producers and distributors, reducing food waste (comparing to man-operated businesses) and constantly looking for sustainable packaging solutions.
6. FOR AUTOMATED RETAIL, SERVICES AND FOOD MACHINES AND/OR KIOSKS, A DESCRIPTION OF THE KIOSK, ITS SPECIFICATIONS AND BRANDED PRODUCT OFFERINGS.
A. Description ofthe kiosk
la. Prepango "Big Store" Automated Retailer|
¦» The Big Store is equipped with a Robotic Product Carrier system that transports the product from the kiosk display cabinet to the dispensing door
¦+ Patented interlocking partitions to separate products that are next to one another Complete control of specific lanes so you may dispense more than one size. 14 lanes at 3" per lane per Floor
¦* Maximum dispensing reliability thanks to the Magex sensors system on the Carrier which recognizes the product enter­ing and exiting the kiosk display cabinet floor and the dis­pensing door.
¦* Maximum capacity of up to 2240 products (minimum pack­age d mensions) with iLs maximum floor configuration — 8 Floors
¦? Changing package sizes and planograms are easily done through software controls, no need to physically remove and replace lanes, minimizing operational expenses.
¦» Operations management enables complete control of real time status and performance ofthe machines.
|b. Prepango "Easy Series" 9 and 14 Automated Retailer| Zero Drop - From Shelf (floor) to Gate: Elegant Delivery
with out a drop.
Patented interlocking partitions to separate products that are next to one another. Complete control of specific lanes so you may dispense more than one size.
¦* Maximum dispensing reliability thanks to the sensors system on the Carrier which recognizes the product entering and exiting the kiosk display cabinet floor and the dispensing door.
Maximum capacity of up to 1296 products (minimum pack­age dimensions) with its maximum floor configuration - 8 Floors
Changing package sizes and planograms are easily done through software controls, no need to physically remove and replace lanes, minimizing operational expenses.
Operations management enables complete control of real time status and performance ofthe machines.

c. Evoke 5
Our Evoke 5 unit has an industry-leading style and design that maximizes visual merchandising. Customer experience is en­hanced thanks to the engaging 10" touch screen that when idle displays advertising and video content. Customers can browse product menu and product descriptions to make the best purchase based on their needs.

Prepango LLC I Ph 619 7101680 I 806 Starboard St, Chula Vista CA 91914
With its Double showcase lighting it enhances product pre­sentation promoting more sales. This unit is energy-efficient and eco-friendly It features the iVend® Guaranteed Delivery System, a sensor system that keeps customers satisfied and reduces service calls for misloaded products On top of that, unit is ADA Compliant with ergonomic controls, payment sys­tems and delivery conform to ADA guidelines

|d. Sally the Salad Robot]
Starting with Sally, the world's first salad robot, we're building a more hygienic path to fresh food. Sally uses groundbreaking robotics to assemble delicious meals from ingredients that are contained and protected. It's innovative technology that en­ables safe fresh food for more people in more places.

[e. APK - Automated Pizza Kitchen j
The Basil Street Automated Pizza Kitchen (APK) is a robotic, self-serve pizza kiosk that lets consumers use a touch-screen interface to order a full-size pizza that is cooked fresh and de­livered within minutes. The APK is an easy way to participate in the $45 billion U.S. market for pizza through an innovative kiosk solution offering 24/7, high-quality, delicious pizza with a wood-fired oven taste1 Having an APK at your site creates a number of opportunities and benefits-
¦* It gratifies! Provides immediate gratification with great
tasting pizza.
¦* It communicates! The 40-plus inch, engagement APK screen can display announcements, share information, or promote activities.
It's always open! Hot, delicious food available 24/7.
It's cool! Getting fresh baked pizza in 3 minutes or less from a self-serve, robotic kiosk gets people's attention.

|f. Gilly vending!
Gilly vending Snack&Beverage utilizes different machine mod­els depending on the needs and requirements of each loca­tion Models available for Snack and Beverage concept are:
The Merchant Combo Media by Crane: Enhanced with color displays that have a stunning user interface shopping cart and even easy to read nutritional information. Unit has the capabil­ity of displaying digital advertising and interactive promotions. Machine has multiple temperature settings that include ambi­ent, refrigerated, non-perishable and chilled.
The VE Connect by Vendors Exchange: This unit has an interac­tive amazing 46" HD touchscreen that draws attention to every passbyer . It can use multiple vending apps and can change screens on demand or schedule. It is capable or running HD video or scrolling images to display announcements, promotions and products. This unit also has guaranteed product delivery


B. Machine Specifications
["BIG STORE" |

T3.2S-
Prepango LLC I Ph 6197101680 I 806 Starboard St, Chula Vista CA 91914
I
The following machine specification applies for these concepts: ShopAll SOUND, Kylie Cosmetics, Sprinkles
19.625 INCHES

"EASY SERIES 9"
The following machine specification applies for these concepts: LEGO
cm
185
98
198 J
mm
980 1980

Dimensions and Other Information (+/-)
Length.
Depth
Height
inches ^72.83v; 38.5 •79';^|1010|110-240V - 50/60HZ
Weight (with 6 floors) Standard number of floors Max lanes per floor ,,V Voltage
Power Consumption "'* f"
FRONT PANELS

"EASY SERIES 14"
The following machine specification applies for these concepts Sprinkles Small, Sound and Premium Sound Small


Prepango LLC I Ph. 6197101680 I 806 Starboard St. Chuia Vista CA 91914
["Evoke 5"|
The following machine specification applies for these concepts- CHICAGO ESSENTIALS (Single and Dual), Vendmobility, ShopAll Pharmacy

inches 41




Dimensions and Other Information (+/-)
Depth
Weight^''¦ Selections
cm

104
89.4'

". 524 lbs :-,238kg Up to 65 items Electrical Re'quTremehts 115.VAC/6bHz.

| APK Basil Street Pizza |
BETA Kiosk Drawing 83"H x 86 5"W x 44.6"D


Prepango LLC I Ph 6197101680 I 806 Starboard St, Chula Vista CA 91914


I
|Gilly Snack & Beverage









111




8" iniri clearance on all sides | Maximum height measurements
Wc recommend an outlet cover to prevent your Sally from being unplugged

CUSTOM GRAPHICS AVAILABLE
.Specifications
Model 471
Height: Width: Depth: Weight EkKttKal'
Certification r rtehlgc ration.
Spiral Configuration^ Options
6211SVAI, lliVAL
BCHj.BA trWt, BA
UL, cUL, C£. FCC. HAM* R-1VJ CFC-l-rctG»
•Sorters ¦ JE SdKttra '•Mranirn- - 4 tt—L^m uoci/pawy ifnT
Key Features

•Standard ¦ la ^toUcris • Lkunixn - 17 G.itodorr;

¦ to *Payment Options
• intcaratod Credit Card Swn*
¦ Intopcicd Coin & BID Validator
• Integrated NFC with Apple Pay end Android Pay
Standard Pay men I Opening 1
Stamford Payment! Opening I
Olhc* CP! end Crnrto Cashless Options
'BuitUn Telemetry" Options
¦ GSM (ATA1 2G and T. Mobile j
• CDMA ISprlni or Verizon)
Largest Variety
'Shopping Cart
Enables mur.t pica purchaser, in nnu ^ . irnnr.nction. Consumer in pay before or after leeiion
iTipln

Increase snips and consumer satisfaction with the largest numtter of elections In the industry.
Nutritional Information

Supports FDA nutritional requirements mth rasy-io road locis lor mating bettor choices.
Digital Advertising
DiifJay «cvWi5emona and trMracttue pf nnoLant thai encuoaga mu:: lacs, wt* hufcOig txand byalty
itelligent Store /|Hlt\ \iC\A offers ovcr-ihc-nr f # H^f 1111 ¦liacry til software updsin^ 11 QjjJU 11
\>HIV
C. Branded product offerings
1 ShopAll SOUND / PREMIUM SOUND |


_VSHSBMMi-'
BIFROGZ.

O mophie.
SONY '%

jtGRIFFIM, meSIMpawer


Prepango LLC I Ph 6197101680 I 806 Starboard St. Chula Vista CA 91914
CHICAGO Essentials!

Mobile Accessories Earbuds/True Wireless Pharmacy
theSIMp©wer

ultra®

BIOMSK
BRITTO
SONY
bfllboard




| ShopAll Pharmacy]

Advil'

3? Mi "¥M?£* nxznm
Wieraflu
atu/ctijs
Zantac
TRQJAN"

eos
*®S> Gillette


| Gilly Vending ACDBE Concepts:
Basil Street Pizza and Sally The Robot







ROBOT




Prepango LLC I Ph 6197101680 I 806 Starboard Si. Chula Vista CA 91914





I


Prepango LLC I Ph5l97iQi680 ! 806 Starboard St, Chute Vista CA 91914



i
I GILLY VENDING - ACDBE CONCEPTS |
Snack & Beverage

i


TOP HEADER

Machine Idle Screen Mode
Idle Screen example for Kylie Cosmetics

Preoangc LLC I PhG19 7l01G80 ! BOG Siarbosrd St, Chula Vista CA 31914
I
While the machine is on idle mode (no one is using the user interface), the screen will continuously show promotional im­ages and play official promotional videos related to the concept products The idea is to attract the consumer's attention when they pass near the machine. Promotional images examples for ShopAll SOUND

For our ShopAll Vending line which includes ShopAll Pharmacy, Chicago Essentials, and VendMobility, our units will also be equipped with LED display that showcases brands and product offering when the machine sits on idle


Pharmacy
SropAU

step ^?Tts:o
Airborne l^yc Sominex ZxzQuil Oramamine Afrifl
HuCGITS





Machine Home Screen
When the touch screen in idle mode is activated by a touch it will go the main Home Screen There, the customer will be able to find all the categories of products being offered in the machine.
Categories
Once a category is selected, customer will be able to see all products under that segment. Example, displaying all Noise Cancelling
F=l
ShopALL


Si

Si
nir



row

X

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•v?r




Prepango LLC I Ph 6197101680 I 806 Starboard St, Chula Vista CA 91914



I
Online Marketing plans
We will use diverse platforms as part ofthe marketing strategy to communicate the products and services of the concept. KYLIE Social media. Kylie's success is no secret, her hun­dreds of millions of followers in Instagram and Facebook follow her closely Kylie Cosmetics and Kylie SKIN posts will communicate to the consumer the opening and operation of new locations and help bring major awareness.


15 {TmianSCoMittenj.' M-sa
?

sain Cish of Credit
FT»tri»mF*otfurt>


MacMaelD;
aranHHonrrcttaram
———- —- *- _
easterner 5INSTRUCTIONS*
Insert Cash or Swipe/Tap Your Card
Select the Product
Retrieve Product

'»)[t\@Pay
THE CONTENTS OF THIS MACHINE SHOULD NOT BE USED IN ANY SURGICAL SETTING. ALL PRODUCTS SOLO HERE ARE FOR PERSONAL ft PREVENTIVE USE ONLY.

Vbnr tutik wfTJ place a HOLD on your aecouftt greater than di* amount to purcnasi one Item In a single' vino" (rsnticlfea Thic HOLD amount will t>« update:I ta nftect Uia actual transaction amount within 34-72 hours.dcpen'rfirm on the policy or you bank. Your Goal cnug* vnuuirt will cully tor items wendtiL Any qucslioni ruflafdinn your bank's policy on "account holrjt' should be dliectctl to your bank.
CLstdmerServicej 1^855-969-8678'-

MACHINE ID:

697
a ^ © O ©
24,7m
toIIoWSfB



PreMnyu LLC '¦ Pi-6197'01630 I 306 Striibcjcicl St, Chula Visto CA 919M

[GILLY VENDING 1
Gilly Vending utilizes all resources available at the machine to communicate specials and other important relevant information to incentivize sales Some of these resources are the digital dis­plays and Interactive panels. Along with their cashless service partner, they offer innovative loyalty reward programs that are revolutionizing vending services wherever our customers go. Using these tools Gilly vending can guarantee product promo­tions and daily guaranteed winners.
1 Sally Salads]
A campaign will be started to raise awareness of the project
and its rationale through a wide variety of means If approved, banners would be placed adjacent to the machine to draw at­tention. Also touch screen tablet and CHOWTV would be dis­playing menu selections, food pictures and specials.
BASIL Street
Via the 42-inch digital display, customers are lead through a continuous ticker- tape style slide show at eye level, with di­rectional and informational panels showing various features of the pizza and the kiosk. Above the slide show, a looping video features the interior robotics of the kiosk, TV news mentions, happy people eating the pizza, and various beauty shots ofthe delicious pizza, the box it comes in, and how it is dispensed.

7. PROPOSED PROJECT SCHEDULE
Expected live dates for each concept are provided on Proposal Form B Here is the overall project schedule with key milestones
AT AWARD DATE
October. 2020-
PROPOSED PROJECT SCHEDULE
Assuming an Award Date of later October, we would anticipate the following:


Begin contract review and submittal process



EQUIPMENT PLACEMENT
01/2021'



; SITE ; .-• PREPARATION

Once contract is signed and approved




Group 11nstalls-January 2021
These are the units identified in Proposal Form B with a 01/21



11/20: Review and Schedule
any electrical works and approvals for any awarded locations that require electrical


12/20 badgmg process




Group 2 Installs
These are identified in Pro­posal Form B with 02/21 start



12/20: Issue work and prepayment for any applicable electrical
Key'Assum'ptidn'sV - -
': To meet trTetargeted]: / v"^ launch'date-we,assome: • • ;'. ^Cohtract.yeview'.ahd sign- ; •..ingjsVn'otlonger.tha.'n-2- ...
• Badgin'g|s;.cor^pleted'by .• :"''12/20;'•*-•'''"./ >;''• ¦-"•iNb'.majpr-^ ;' - rienced'."by;Vn^pf. pur v:.'. / ¦ ./eqyjpm^ '.¦ • vGoncessj^Kd^
.O.etp^r^^.^K'::y^^y'.^:: "'vlOROEIeetriGajO
^^an^pnjplete^ph time ;? •-^^)CRP^jft.n6."^PR©ps^nVf \'v'itjme\'wit^ '-.'.t I,. frameV/V^": ','-'-?%:.:•.¦¦'r

Equipment is prepped and tested in Prepango's main facility in Nevada
1/21: Two weeks
before install, equipment ships to local logistics center near O'Hare
1 week before install, equipment is prepped for deployment
I
If storage in airport ready, inventory be­gins to arrive 1 week priorto launch
Install period will be at a rate of 1-2 units per day.
I
Typically, the units are brought in early in the morning and
open for business later that same day.

Preoango LLC I Ph 619710^680 ! B06 Starboard St. Chula Vsta CA 91914

EXHIBIT 4 PRODUCTS AND PRICE LIST
Exhibit 4 Products and Price List
Our VendMobility unit features a sleek style vending machine with very bright LED lighting that merchandises product ef­fectively. VendMobility large units have a 10-inch touch screen that displays in a simple and friendly way prices, products and images for the customer convenience. This large VendMobil­ity unit has the capability of displaying up to 40 selections.
Thanks to its standard look it provides an easy grab and go solution for spaces where the space is aiso limited and a grab and go solution is needed while traveling. This concept is known for selling entry to premium brands
[T APK -Basil Street Pizza]
Basil Street Pizza is another innovative concept, it's an autono­mous pizza baking machine that cooks a thin crust brick-oven style 10" pizza in less than 3 minutes. Because of its nature, it reduces exposure and risk with touchless baking and con­tactless payment options! The coolness factor is off the charts! Even though it is a robotic vending machine the pizzas have a fresh out of the oven taste. The unit features a 42" digital display for ads and menu display. The unit stores the product at low temperatures in its freezer then positions each pizza pie on a three element non-microwave speed oven, the end prod­uct is guaranteed to be healthier, safer and delicious.
p. Sally Salad]
Starting with Sally, the world's first salad robot, we're building a
more hygienic path to fresh food. Sally uses groundbreaking robotics to assemble delicious meals from ingredients that are contained and protected. It's innovative technology that en­ables safe fresh food for more people in more places Fill Sally with up to 22 of your best ingredients to deliver customizable salads, grain bowls, breakfast bowls, and snacks in just 90 sec­onds, any time of day. Sally Enables smarter food choices by providing full nutritional information including calories, carbs, fiber, fat, and protein that update with every custom choice. Within her small footprint of 3 feet by 3 feet Sally is the most efficient and only customizable option that will provide premier options to ORD travelers and employees. No meal prep, no crazy lunch bills, no hassle. It's the start of an era where fresh food is alw-'/s accessible, no matter the shoes you walk in or where they take you.

|K. Gilly Snack & Beverage |
Gilly Vendmg's award-winning snack & beverage concepts are inspired by the highest quality equipment manufacturers in the USA. Our energy efficient machines are fully accessorized with all cashless acceptance, digital and interactive touchscreens, guaranteed delivery system, and cutting-edge real-time rout­ing technology. Gilly is known for its wide variety of multicul­tural product lines from around the world. And wellness options selected by nutritionists. Our passion for superior quality and performance will include custom graphics and enclosures.


Category
2. PROPOSED MENU OF SERVICES AND PRODUCTS AND THE APPROXIMATE PRICE RANGE FOR EACH CATEGORY. ShopAll SOUND Concept covers the following categories
Price Range
Category
r~\ Noise Cancelling _Jr Headphones
True Wireless earbuds $40-$160
Sport True Wireless $30-$160
Premium Brand Noise Cancelling
Kids Headphones
Travel Necessities $15-540

$50-$150

Headphones Wired $30-$80
Headphones Wireless
Power & Charging $20-$60

Prepango LLC ; Ph 61971C1680 I 806 Starboarc St. Chuia Vista CA 91914



I
KYLIE COSMETICS Proposed menu of products and the approximate price range for each category
SNACK & SODA Proposed menu of products and the approximate price range for each category.
Category Product Price Range

Q Snacks Small Serve Chips $1.50-$1.75

$2.00-$2.25
Snacks

Snacks Large Serve Chips $2.00-$2 25

Crackers & Ceral Bars
Face »luminat,ng/ $lg _$2g
Blush
_Chocolates and Candies

Bundles & Sets

$2.50-$5.00
r . Premium Cookies +-,,-/-, a-t ™ Snacks „ ^ . $2.50-$3.00 & Pastries

Snacks Gums & Mints

Accessories Makeup Bag $32
CATEGORY

SPRINKLES Proposed menu of products and the approximate price range for each category.
PRICE RANGE
r . Premium All Natural a--,™ a-,,™
oM Snacks ^ . $3.00-$4.00
M Organic Chips
c- i Premium All Natural a-* nn of. .S Snacks _ _ , . $4.00-$5.00
vx •' Organic Cookies
^ . Chocolats and nn Snacks _ . , _ , _ , $5.00-$6 00 Candies ( Family Si7R)
j Premium Bars (Protein,
^ Snacks Gluten Free, Vegan, $4 00-$6.00
Kosher, Non GMO)


Category Product|10
10|i 1
i|10
10
10|
$1.50-$2.00
n Soft Drinks
Beverages 12oz Cgns

„ Water and Soft a-$3 00-$3.50
M Drinks 20oz Bott es
$3.00-$4 00

15oz Juices and 20oz Bottles

20oz Vitamin Waters and Specialty Teas
All Natural & Organic Beverages Healthy Juices and $4 00-$5.00 Other Drinks
$4 00-$5 00
Energy Drinks, Premium and Alternative Drinks

Prepango LLC :' Plr 61971C16SO I 806 Starboard St, Chula Vista CA 91914
LEGO Proposed menu of products and the approximate price range for each category



ShopAll Pharmacy Proposed menu of products and the approximate price range for each category
Desinfecting Wipes, Hand Sanitizer, Sunscreen,... $4.50- $8

Peplo Bismol, Gas X, Ex-Lax, Turns
Huggies Wipes, Tylenol Infants, Advil Junior, Dra-mamine Children, Robitussin Children,...
Neosponn, Band Aid, Cortizone 10, Alka Seltzer $6 - $10

Deodorant, Toothoaste, Toothbrush, Hair Spray,... $4 - $9

$5-$9

Airborne, EmergenC, Clear Eyes, ZZZquil, Lip Balm,... $5 - $13

Tampax, Always, Midol, Trojan Condom

Prepango LLC : Ph 6197101680 I 806 Starboard S:. Chula Vsto CA 9*914
SALLY SALADS Proposed menu of products and the approximate price range for each category.
BASIL STREET PIZZA Proposed menu of products and the approximate price range for each category.
Category Product
Vegetarian Fiesta Taco Bowl
Mediterranean Grain Bowl
Chef Inspired • Sally's Chicken Caesar Salad gg
Dishes • Casey's Chopped Salad
¦ Casey's Chef Salad
Sally's Spinach

Product

Cheese Pepperoni Meat Lovers
Custom Basic green salad with up to 99-S11 99
Made 2 toppings, 6 ingredients
3. SOURCES OF MERCHANDISE, PRODUCTS, AND SUPPLIES
Prepango sources its products directly from the associated brand and or authorized brand distributors. We have devel­oped a strong network of partners in all our categories that has allowed us to bring a wide variety of products.
We are in constant communication with Brand managers and distributors for updates and information on top new merchan­dise so that our catalogue stays current. Our team also keeps up to date on new technology on the market with the focus on fulfilling the customer needs and providing a great and full experience. For brand specific concepts, such as BEATS, JBL, KYLIE COSTMETICS, KYLIE SKIN, and LEGO: wc oirectly pic up the inventory at the manufacturer's factory or warehouse.
For Sprinkles, Sprinkles Chicago bakery is located at 50 East Walton Street, Chicago, IL, 60611, just 18 miles away from the O'Hare Airport. On daily basis our operator will pick up fresh baked cupcakes to stock our machines. The proximity to the Sprinkles bakery allows us to react quickly to any need that arises, including inventory, packaging, or promotional materials.
| For Gilly Vending Concepts: |
Casey Creations, LLC will source, produce and delivery all items locally from their Ghost Kitchen partner* near ORD for Sally Salads. They will also be responsible for maintenance, cleaning and supplies for the units To maintain low costs and support the local businesses in Chicago, Basil Street Pizza will make use of a local commissary kitchen and distribution cen­ter. For the Snack and Beverage concept, Gilly Vending has partnered with world-known brands that customers know and trust. This makes possible to have a secure and strong distri­bution capability. Some Gilly Vending strongest partners are Vistar, PFG, Unifi, US Foods, EA Sween

4. NARRATIVE DESCRIPTION OF THE PROPOSED CAPITAL IMPROVEMENTS.
All the equipment to be deployed at Chicago O'Hare, including the units provided by Gilly Vending ACDBE, will be new equip­ment. The purchase and deployment of our equipment will be our primary capital investment. Forsome locations, if awarded,
we may be required to bring electricity and from experience we know that will also be a significant capital improvement For selected location, a major capital improvement will be brining electrical to locations that need it. We have budgeted $80,000 for this improvement alone. In the case of BASIL STREET Pizza, that unit will require a 220V connection which will require elec­trical upgrade which we are budgeting at $5000-$10,000.
Each unit is custom wrapped with a header to cover and en­hance the look of the exterior This Vinyl wrap is strong, du­rable, abrasion and moisture resistant; withstands rust and corrosion, is electrically non-conductive and has excellent fire performance properties. It is high quality and eye-catching thanks to the bright colors. The frontal side of ShopAll Retail (large units) have a 22" Monitor touch screen with 1920x1080 pixels resolution where customers can navigate through the categories, review product descriptions, pictures, and even watch videos ofthe perfect product they are looking for.

We are fully committed to do all we can to keep our customers safe and healthy. As such, we will invest and place antibacterial film on the touch screen to reduce and prevent the formation of bacteria and germs. This protective film is made of silver ions that are highly reactive and affect multiple sites in bacte­rial cells, guaranteeing their destruction. This film protects 24h a day, 7 days a week. It inhib­its the development of 99.99% of the germs tested and prevents the formation of biofilrn.
•iPay
SAMSUNG
pay
pay
To ensure a safe experience while using our units, we have invested in intelligent point of sale terminals that work with regular credit and debit cards, but also NFC Contactless payment options. The contactless terminal also accepts mobile payment apps includ­ing Google Pay, Apple Pay, Samsung Pay, MobilePay, Paytm, Swish and many more!
Prepango LLC I Ph 619.7101680 I 8C6 Starboarc St, C'nula Vista LA bW4

EXHIBIT 5 FORM OF LETTER OF CREDIT
Exhibit 5 Form of Letter of Credit



SAMPLE FORM OF LETTER OF CREDIT
Issuing Bank Letterhead (must be a bank located in the Chicago metropolitan area)

Irrevocable Standby Letter of Credit
Letter of Credit No.
Date: , 20

Chicago Department of Aviation Chicago's O'Hare International Airport P.O. Box 66142 Chicago, Illinois 60666
Attention: Commissioner
We hereby open in your favor, at the request and for the account of this irrevocable standby
letter of credit in an aggregate amount not to exceed $ Dollars ("Stated Amount"), to
be available for payment of your drafts drawn at sight on us signed by the Commissioner of the Chicago Department of Aviation, or her designee.
Your sight drafts must be accompanied by a written certificate, in the form of Exhibit A attached hereto (the "Certificate") signed and completed by you.
Partial and multiple drawings are permitted hereunder.
This Letter of Credit sets forth in full the terms of our undertaking, and such undertaking shall not in any way be modified, amended, amplified or limited by any document, instrument or agreement referred to herein, or in which this Letter of Credit is referred to, or to which this Letter of Credit relates; and no such reference shall be deemed to incorporate herein by reference any such document, instrument or agreement. The Account Party is not the owner or beneficiary under this Letter of Credit and possesses no interest whatsoever in this Letter of Credit or its proceeds. Further, this Letter of Credit shall not be affected by any bankruptcy or other insolvency proceeding initiated by or against the Account Party.

This credit shall expire on , 20 , unless extended as provided herein.
It is a condition of this credit that it will be automatically extended without amendment for an additional period of twelve (12) months from the present and each future expiry date, unless, not less than ninety (90) days prior to the then relevant expiry date, we notify you and Corporate Counsel of the City by registered mail, return receipt requested, that we elect not to extend this credit for any additional 'period. Upon receipt of such a notification you may draw your sight draft on us prior to the then-relevant expiration date for the unused balance of this credit, which shall be accompanied by your signed written statement that you received notification of our election not to extend.







i
Drafts must be marked "Drawn under irrevocable Standby Letter of Credit No.
We hereby agree to honor each draft drawn under and in compliance with the terms of this credit if duly presented at our offices on or before the close of business on the expiry date.
This Letter of Credit sets forth in full the terms of our undertaking, and such undertaking shall not in any way be modified, amended, amplified or limited by reference to any document, instrument or agreement referred to herein and any such reference shall not be deemed to incorporate herein by reference any document, instrument or agreement.
This Letter of Credit is subject to the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce Publication No. 500, 1993 revision, ("IUCP") and to the Uniform Commercial Code - Letters of Credit, as adopted in Illinois, 810 ILCS 5 -101 et seq as amended ("UCC"). To the extent that the provisions of the IUCP and UCC conflict, the provisions ofthe UCC shall govern.
We hereby undertake that a draft drawn in conformity with the terms of this Letter of Credit will be duly honored on presentation.

By:
Name: Title:
THIS IS AN INTEGRAL PART OF STANDBY LETTER OF CREDIT
NO.

CERTIFICATE FOR DRAWING
The undersigned, the Commissioner of the Chicago Department of Aviation, represents,
warrants and certifies to (the "Bank") with
reference to Letter of Credit No. issued by the Bank in favor of the City of Chicago (the
"Beneficiary") that:

1. A breach of the Lease and License Agreement ("Agreement") dated as of
, 20 , as amended, modified or supplemented, between the City of Chicago
("City") and , an , has occurred, or a
replacement Letter of Credit in a form and substance satisfactory to the City Comptroller has not been issued to the City by a Financial Institution meeting the requirements set forth in the Agreement. As a
result, the City is making demand under the Letter of Credit to pay
dollars ($ ) on the day of , 20 .
Payment of the draft shall be made by bank wire paid to our account as per our wire instructions below:
(Name of Bank)
(City & State)
(ABA No.)
(Account Name)
(Account No.)
(Reference No., if any)
All defined terms used but not defined herein shall have the meaning assigned hereto in the Letter of Credit.


In witness hereof, the City has executed this certificate as of this day of
20 .
CITY OF CHICAGO



BY:
Its: Commissioner of Aviation

EXHIBIT 6 INSURANCE REQUIREMENTS























































i
EXHIBIT 6
INSURANCE REQUIREMENTS Chicago Department of Aviation
Automated Retail License Agreement Food, beverage, retail products gifts and vending merchandise at O'Hare
(Vending Machines)
A. INSURANCE REQUIRED
Licensee must provide and maintain at Licensee's own expense, during the term ofthe Agreement and during the time period following expiration if Licensee is required to return and perform any work, services, or operations, the insurance coverages and requirements specified below, insuring all work, services, or operations related to the Agreement.
Workers Compensation and Employers Liability (Primary and Umbrella)
Workers Compensation Insurance, as prescribed by applicable law covering all employees who are to provide a work, services, or operations under this Agreement and Employers Liability coverage with limits of not less than $1,000,000 each accident; $1.000.000 disease-policy limit; and $1.000,000 disease-each employee, or the full per occurrence limits of the policy, whichever is greater. Coverage must include, but not be limited to, the following: other state endorsement, voluntary compensation and alternate employer, when applicable.

Licensee may use a combination of primary and excess/umbrella policy/policies to satisfy the limits of liability required herein. The excess/umbrella policy/policies must provide the same coverages/follow form as the underlying policy/policies.
Commercial General Liability (Primary and Umbrella)
Commercial General Liability Insurance or equivalent must be maintained with limits of not less than $1.000.000 per occurrence, or the full per occurrence limits of the policy, whichever is greater, for bodily injury, personal injury, and property damage liability. Coverages must include, but not limited to, the following: All premises and operations, products/completed operations, separation of insureds, defense, and contractual liability (not to include Endorsement CG 21 39 or equivalent).

The City must be provided additional insured status with respect to liability arising out of Licensee's work, services or operations performed on behalf of the City. The City's additional insured status must apply to liability and defense of suits arising out of Licensee's acts or omissions, whether such liability is attributable to the Licensee or to the City on an additional insured endorsement form acceptable to the City. The full policy limits and scope of protection also will apply to the City as an additional insured, even if they exceed the City's minimum limits required herein. Licensee's liability insurance must be primary without right of contribution by any other insurance or self-insurance maintained by or available to the City.

Licensee may use a combination of primary and excess/umbrella policy/policies to satisfy the limits of liability required herein. The excess/umbrella policy/policies must provide the same coverages/follow form as the underlying policy/policies.

Automobile Liability (Primary and Umbrella)
When any motor vehicles (owned, non-owned and hired) are used in connection with work, services, or operations to be performed, Automobile Liability Insurance must be maintained by the Licensee with limits of not less than $1.000,000 per occurrence, or the full per occurrence limits ofthe policy, whichever is greater, for bodily injury and property damage. The City is to be added as an additional insured on a primary, non-contributory basis.

Licensee may use a combination of primary and excess/umbrella policy/policies to satisfy the limits of liability required herein. The excess/umbrella policy/policies must provide the same coverages/follow form as the underlying policy/policies.
Excess/Umbrella
Exces^'Umbrella Liability Insurance must be maintained with limits of not less than $2.000,000 per occurrence, or the full per occurrence limits of the policy, whichever is greater. The policy/policies must provide the same coverages/follow form as the underlying Commercial General Liability, Automobile Liability, Employers Liability and Completed Operations coverage required herein and expressly provide that the excess or umbrella policy/policies will drop down over reduced and/or exhausted aggregate limit, if any, of the underlying insurance. The Excess/Umbrella policy/policies must be primary without right of contribution by any other insurance or self-insurance maintained by or available to the City.
Licensee may use a combination of primary and excess/umbrella policies to satisfy the limits of liability required in sections A.1, A.2, A.3 and A.4 herein.
Property
The Licensee must maintain All Risk Property Insurance for the licensed space including improvements and betterments, In the amount of their full replacement cost. Coverage extensions must include Business Income and Extra Expense. The City is to be named as an additional insured and loss payee, as its interest may appear. Licensee is responsible for all loss or damage to personal property including equipment, fixtures, contents, materials and supplies.
Cvber Liability
Cyber Liability Insurance must be maintained with limits of not less than $2,000,000 for each occurrence or claim. Coverage must include, but not be limited to network security and privacy liability including computer or network system attacks (liability arising from the loss or disclosure of confidential information), privacy breach response coverage and costs, regulatory liability including fines and penalties, denial or loss of service, introduction, implantation and/or spread of malicious software code, unauthorized access to or use of computer systems, theft of data, and no exclusion/restriction for unencrypted portable devices/media may be on the policy. The City must be named as an additional insured and/or indemnified party. If the City is named as an additional insured and the policy contains an insured vs insured exclusion, the exclusion must be amended, and not be applicable to the City.
Commercial Crime Insurance
The Licensee must provide a Fidelity Bond or Commercial Crime coverage covering all loss or damage by employee dishonesty, robbery, burglary, theft, destruction or disappearance, computer fraud, credit card forgery, and other related crime risks. The

policy limit must be written to cover losses in the amount of maximum monies collected, received or on premises or in possession of Licensee at any given time. The City must be named as a loss payee as its interest may appear. Coverage must include, but not be limited to, third party fidelity coverage, including coverage for loss due to theft and must not contain a requirement for an arrest and/or conviction.
8) Builders Risk
When Licensee undertakes any construction, including improvements, betterments, upgrades and/or repairs, the Licensee must provide or cause to provided, All Risk Builders Risk Insurance to cover materials, supplies, equipment, machinery and fixtures that will be part of the permanent facility/project. The City of Chicago is to be named as an additional insured and loss payee as its interest may appear.
The Licensee is responsible fcr all loss or damage to City of Chicago property at full replacement cost.
B. Additional Requirements
Evidence of Insurance. Licensee must furnish the City of Chicago, Department of Procurement Services, City Hall, Room 806, 121 N. LaSalle Street, 60602, and Department of Aviation, 10510 W. Zemke Rd, Chicago, IL 60666, original certificates of insurance and additional insured endorsement, or other evidence of insurance, to be in force on the date of this Agreement, and renewal certificates of Insurance and endorsement, or such similar evidence, if the coverages have an expiration or renewal date occurring during the term of this Agreement. Licensee must submit evidence of insurance prior to execution of Agreement. The receipt of any certificate does not constitute agreement by the City that the insurance requirements in the Agreement have been fully met or that the insurance policies indicated on the certificate are in compliance with all requirements of Agreement. The failure of the City to obtain, nor the City's receipt of, or failure to object to a non-complying insurance certificate, endorsement or other insurance evidence from Licensee, its insurance broker(s) and/or insurer(s) will not be construed as a waiver by the City of any of the required insurance provisions. Licensee must advise all insurers of the Agreement provisions regarding insurance. The City in no way warrants that the insurance required herein is sufficient to protect Licensee for liabilities which may arise from or relate to the Agreement. The City reserves the right to obtain complete, certified copies of any required insurance policies at any time.

Failure to Maintain Insurance. Failure of the Licensee to comply with required coverage and terms and conditions outlined herein will not limit Licensee's liability or responsibility nor does it relieve Licensee of the obligation to provide insurance as specified in this Agreement. Nonfulfillment of the insurance conditions may constitute a violation of the Agreement, and the City retains the right to suspend this Agreement until proper evidence of insurance is provided, or the Agreement may be terminated.

Notice of Material Change. Cancellation or Non-Renewal. Licensee must provide for sixty (60) days prior written notice to be given to the City in the event coverage is substantially changed, canceled or non-renewed and ten (10) days prior written notice for non-payment of premium.

Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions on referenced insurance coverages must be borne by Licensee.

Waiver of Subrogation. Licensee hereby waives its rights of subrogation and agrees to require their insurers to waive their rights of subrogation against the City under all required insurance

herein for any loss arising from or relating to this Agreement. Licensee agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City received a waiver of subrogation endorsement for Licensee's insurer(s).
Licensee's Insurance Primary. All insurance required of Licensee under this Agreement must be endorsed to state that Licensee's insurance policy is primary and not contributory with any insurance carrier by the City.
No Limitation as to Licensee's Liabilities. The coverages and limits furnished by Licensee in no way limit the Licensee's liabilities and responsibilities specified within the Agreement or by law.

No Contribution by City. Any insurance or self-insurance programs maintained by the City do not contribute with insurance provided by Licensee under this Agreement.

Insurance not Limited by Indemnification. The required insurance to be carried is not limited by any limitations expressed in the indemnification language in this Agreement or any limitation placed on the indemnity in this Agreement given as a matter of law.

Insurance and Limits Maintained. If Licensee maintains higher limits and/or broader coverage than the minimums shown herein, the City requires and must be entitled the higher limits and/or broader coverage maintained by Licensee. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage must be available to the City.

Joint Venture or Limited Liability Company. If Licensee is a joint venture or limited liability company, the insurance policies must name the joint venture or limited liability company as a named insured.
Other Insurance obtained by Licensee. If Licensee desires additional coverages, the Licensee will be responsible for the acquisition and cost.
Insurance required of Subcontractors. Licensee must name the Subcontractor(s) as a named insured(s) under Licensee's insurance or Licensee will require each Subcontractor(s) to provide and maintain Commercial General Liability, Commercial Automobile Liability, Worker's Compensation and Employers Liability Insurance and when applicable Excess/Umbrella Liability Insurance and Professional Liability Insurance with coverage at least as broad as in outlined in Section A, Insurance Required. The limits of coverage will be determined by Licensee. Licensee must determine if Subcontractor(s) must also provide any additional coverage or other coverage outlined in Section A, Insurance Required. Licensee is responsible for ensuring that each Subcontractor has named the City as an additional insured where required on an additional insured endorsement form acceptable to the City. Licensee is also responsible for ensuring that each Subcontractor has complied with the required coverage and terms and conditions outlined in this Section B, Additional Requirements. When requested by the City, Licensee must provide to the City certificates of insurance and additional insured endorsements or other evidence of insurance. The City reserves the right to obtain complete, certified copies of any required insurance policies at any time. Failure of the Subcontractor(s) to comply with required coverage and terms and conditions outlined herein will not limit Licensee's liability or responsibility.

City's Right to Modify. Notwithstanding any provisions in the Agreement to the contrary, the City, Department of Finance, Risk Management Office maintains the right to modify, delete, alter or change these requirements.

EXHIBIT 7
ACDBE SPECIAL CONDITIONS AND RELATED FORMS
Exhibit 7
ACDBE Special Conditions and Related Forms
City of Chicago Department of Aviation
Special Conditions Regarding Airport Concessions Disadvantaged Business Enterprise (ACDBE) Commitment


I. POLICY AND PROGRAM
It is the policy of the City of Chicago ("City") not to discriminate on the basis of race, color, sex or national origin in the award or performance of airport concession agreements. Because the City is a recipient of Airport Improvement Program funds from the Federal Aviation Administration ("FAA"), the concessions at the City's airports are subject to 49 CFR Part 23, Participation of Disadvantaged Business Enterprise in Airport Concessions ("Part 23"). The City will not, directly or indirectly, through contractual or other arrangements, use criteria or methods of administration that have the effect of defeating or impeding the accomplishment of the objectives of Part 23. Compliance with Part 23 requirements will not diminish or supplant the Concessionaire's obligations to comply with nondiscrimination laws as required elsewhere in the Agreement. In the event of a conflict between the provisions of these Special Conditions and the requirements of Part 23, the requirements of Part 23 shall prevail. Part 23 is available on-line at www.access.gpo.gov/nara/cfr/waisidx 06/49cfr23 06.html.
It is further the policy of the City, in accordance with the requirements of Part 23, that Airport Concession Disadvantaged Business Enterprises ("ACDBEs") have the maximum opportunity to participate fully in the City's airport concession program. As used throughout these Special Conditions, the term "ACDBE" means an entity that has been certified as such under the Illinois Unified Certification Program ("UCP"). If a firm is not certified by the Illinois UCP as an ACDBE in accordance with the standards in Part 23, the firm's participation is not counted for Part 23 purposes. ACDBEs certified by other jurisdictions are not considered certified ACDBEs for purposes of this Agreement and will not be counted as such unless they have also been certified by the Illinois UCP.
In accordance with Part 23, Subparts B and D, the City submitted an ACDBE Program and ACDBE Goal for approval by the FAA. The FAA-approved ACDBE Program and ACDBE Goal are available upon request. In the event of any amendments or revisions to Part 23 (or any related or superseding regulations), these Special Conditions shall be subject to such revised regulations and any City-promulgated program, regulations, or goals established thereunder. Upon request by the City, this Agreement shall be amended to replace these Special Conditions with revised Special Conditions that reflect the then-current federal regulations, if necessary.
The following assurances are required to be included in the Agreement by 49 CFR §23.9(c). Concessionaire is deemed to be the "concessionaire or contractor" referenced.
1. This agreement is subject to the requirements ofthe U.S. Department of Transportation's regulations, 49 CFR Part 23. The concessionaire or contractor agrees that it will 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 order or other agreement covered by 49 CFR Part 23.

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2. The concessionaire or contractor agrees to include the above statements in any subsequent concession agreement or contract covered by 49 CFR Part 23, that it enters and cause those businesses to similarly include the statements in further agreements.


II. PROGRAM GOALS
The City has established, and the Federal Aviation Administration has approved, aspirational goals for ACDBE participation in its airport concessions program as required by Part 23, Subpart D. Generally, ACDBE participation in airport concessions is measured as a percentage of annual gross receipts earned by the concessions. Details on counting ACDBE participation are found in 49 CFR §§ 23.53 (rental car concessions) and 23.55 (non-rental car concessions) and described further below.
The below aspirational goals are for the City's concessions program as a whole. With respect to this Agreement, the City may or may not have established a contract-specific ACDBE aspirational goal at the time that the City issued the Request for Proposals for the concession ("RFP"). If the RFP included a contract-specific goal, Tenant's proposal either included participation by ACDBE(s) that met or exceeded the contract-specific goal or Concessionaire demonstrated "good faith efforts" to meet that contract-specific goal but was unable to do so. Guidance on "good faith efforts" can be found in Appendix A to 49 C.F.R. Part 26. Appendix A as it appears on the date of the Agreement is incorporated in Section VIA. of these Special Conditions, but Concessionaire is responsible for compliance with federal regulations as they may be amended from time to time.
All Concessions Except Rental Cars.

O'Hare International Airport: The City has determined that the appropriate aspirational goal for ACDBE participation in non-rental car concessions is 30%. Historical data regarding ACDBE participation at the City's airports indicates that this aspirational goal should consist of a race-neutral goal of 7% and a race-conscious goal of 23%.
Midway International Airport: The City has determined that the appropriate aspirational goal for ACDBE participation in non-rental car concessions is 37%. Historical data regarding ACDBE participation at the City's airports indicates that this aspirational goal should consist of a race-neutral goal of 5.5% and a race-conscious goal of 31.5%.
Rental Car Concessions. Due to the lack of ACDBE rental car companies, the national or regional nature of rental car industry procurement practices and a general lack of reliable historical data, the City has determined that the aspirational goal for ACDBE participation in rental car concessions at both airports is 2.4%. Nevertheless, rental car concessionaires are encouraged to use all reasonable efforts to maximize procurement of goods and services from ACDBEs that may be certified in the Illinois UCP or the UCPs of other states.

In 2012, the Rent-A-Car Concessions Voluntary M/W/DBE Program ("RAC Program")

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was approved by City Council of Chicago, Illinois, as part of an amendment to the rental car concession license agreements at Chicago O'Hare and Midway International Airports. (Court. J. 12-12-2012, p. 43891.) As part of the program, the on-airport rental car companies ("RACs") will use good faith efforts to expand contracting opportunities for businesses owned by minorities, women and/or disadvantaged persons in connection with "non-fleet expenditures" attributable to the On-Airport RACs operations at the Airports. The RACs agree that for fiscal year 2017 and thereafter, the goal of their outreach efforts will be to achieve, at a minimum, 30% of non-fleet expenditures with businesses owned by M/W/DBEs that are either certified or not certified but are owned by minority, women and/or disadvantaged persons.



III. CONCESSIONAIRE'S ACDBE COMMITMENT
INITIAL ACDBE COMMITMENT
The extent and nature of the ACDBE participation commitment by Concessionaire is documented in Schedules B, C and\or D attached to these Special Conditions ("ACDBE Commitment"). As used these Special Conditions and in Schedules B, C and D, "Concessionaire" means the entity with whom the City has entered into a concession agreement, whether that entity is referred to in that agreement as "Tenant," "Licensee" or other term.
The total ACDBE Commitment, stated as a percentage of the concessions gross revenues, must equal or exceed the percentage ACDBE participation required in the Agreement. Ifthe Agreement indicates that there is no ACDBE participation requirement, it will be conclusive evidence that either (a) the RFP contained no contract-specific goal and Concessionaire did not propose any ACDBE participation or (b) the Concessionaire demonstrated, to the satisfaction of the City, that it exerted good faith efforts to obtain ACDBE participation to meet a contract-specific goal but was unable to obtain such participation. In either such event, there will be no Schedule B, C or D attached to these Special Conditions.
If there is ACDBE participation in the form of a joint venture member, the attached Schedule B sets forth the essential terms of that joint venture participation, including a representation as to the value of the ACDBE's activities in operating the concession as a percentage of gross revenues, and a copy of the joint venture agreement is attached to Schedule B. If there is ACDBE participation is in the form of ACDBE(s) acting as sublicensee(s), subtenant(s) or subcontractor(s), it is documented in Schedules C and D. Schedule(s) C is the commitment by the ACDBE(s) to participate by providing the goods or services indicated, and Schedule D is the commitment by the non-ACDBE to such participation by the ACDBE(s).
CHANGES IN ACDBE PARTICIPATION
Pursuant to 49 CFR 23.25 and 49 CFR 26.53, Concessionaire must not make arbitrary changes to its ACDBE Commitment. Further, after entering into a joint venture agreement, sublicense or subcontract (collectively, "ACDBE agreement") with each approved ACDBE, Concessionaire must not terminate the ACDBE agreement, reduce the scope ofthe ACDBE's participation in the

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concession, nor decrease the compensation to the ACDBE, as applicable, without in each instance receiving the prior written consent of the City. The City will not consent unless Concessionaire shows good cause. Concessionaire must promptly notify the Commissioner of any proposed change in an ACDBE agreement and submit a copy ofthe proposed amendment to the ACDBE agreement. Prior to requesting consent from the City to terminate or substitute an ACDBE, Concessionaire must give notice to the ACDBE, with a copy to the City, providing the ACDBE an opportunity to respond.
In any event, the collective participation of the previously approved ACDBE(s) must either continue to contribute to the concession at least the value of the ACDBE Commitment, as stated in terms of a percentage of gross revenues, or substitute or additional ACDBE(s) must be retained by Concessionaire pursuant to (D) below to maintain the ACDBE Commitment, except as provided in (C) below. Failure to conply with the ACDBE Commitment is an event of default under the Agreement. If the proposed change in ACDBE participation is approved by the City, Concessionaire and ACDBE(s) must complete revised Schedules B, C or D, as applicable.
These notice and consent requirements apply both pre- and post- award of the Agreement. Note that changes to a joint venture Concessionaire prior to award may result in rejection of the proposal if the City determines, in the sole discretion of the Commissioner, that those changes affect Concessionaire's qualifications.
C. INVOLUNTARY CHANGES IN ACDBE PARTICIPATION
In the event that it appears that Concessionaire will not comply with its ACDBE Commitment because: (i) an ACDBE has defaulted in its performance under the ACDBE agreement through no fault of Concessionaire, (ii) an ACDBE is decertified by the Illinois UCP through no fault of Concessionaire and the ACDBE's participation can no longer be counted, (iii) the ACDBE's certified area of specialty has been changed through no fault of Concessionaire and the ACDBE's participation can no longer be counted, or (iv) an ACDBE is otherwise unable or unwilling to perform its obligations through no fault of Concessionaire, then Concessionaire must promptly notify the ACDBE with a copy to the City, of its intent to terminate or substitute the ACDBEs participation and provide the ACDBE with a minimum of five days to respond, unless the City grants permission for a shorter response period as a matter of public necessity (i.e. safety). Concessionaire requests to the City for permission to terminate or substitute an ACDBE must specify one or more of the foregoing reasons as the cause for potential non­compliance with the ACDBE Commitment. If the City concurs with the specified reason, Concessionaire shall use good faith efforts as described in Section VI below to replace the ACDBE's participation with participation by another ACDBE. As provided in Section VI, Concessionaire must demonstrate those good faith efforts to the satisfaction of the Commissioner. Failure to comply with the foregoing shall be an event of default under the Agreement.
Concessionaire's position in these cases must be fully explained and supported with adequate documentation. Stated reasons which will NOT be acceptable include: A replacement firm has been recruited to perform the same function under terms more advantageous to the Concessionaire; issues about performance by the committed ACDBE were disputed (unless every reasonable effort has already been taken to have the issues resolved or mediated

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satisfactorily); and an ACDBE has requested reasonable price escalation which may be justified due to unforeseen circumstances.
ACDBE SUBSTITUTION AND ADDITIONAL ACDBEs
If Concessionaire identifies a substitute, replacement or additional ACDBE for the City's approval, Concessionaire's request for approval shall include the name, address, and principal official of the proposed ACDBE; the nature and essential terms of the ACDBE agreement under which the ACDBE will participate; and a letter of intent signed by Concessionaire and the ACDBE to enter into such an ACDBE agreement upon approval by the City. Concessionaire must provide such other affidavits and documents as the City may request to evaluate the request. The City will evaluate and respond to the submitted documentation within fifteen working days after the submittal of a complete request. The response may be in the form of approving the request, requiring more information, or requiring an interview.
Actual use of a substitute, replacement or additional ACDBE should not be made by Concessionaire before City approval is given. An ACDBE agreement between Concessionaire and the ACDBE must be executed within the time specified by the City, and a fully executed copy of the ACDBE agreement must be submitted immediately to the City.
AGREEMENT EXTENSIONS, ASSIGNMENTS AND SUBLEASES
If the Agreement contains a term extension or if the Concessionaire proposes an assignment or sublease of the Agreement, as a condition precedent to the City's consent to such extension, assignment or sublease, the City and Concessionaire will revisit and possibly adjust the Concessionaire's ACDBE Commitment to reflect any possible change in ACDBE availability and to ensure compliance with Part 23 as it may have been amended in the interim. Concessionaire will be required to provide amended Schedules D, B, or C, along with amended ACDBE agreements, to reflect any required changes to the ACDBE Commitment or provide documentation of good faith efforts to achieve increased ACDBE participation.
IV. COUNTING ACDBE PARTICIPATION
A. CONCESSIONS OTHER THAN RENTAL CAR
In order for participation in the concession to be counted and reported to the FAA, ACDBEs must perform a commercially useful function, as defined in 49 CFR § 23.55(a). The work performed or gross receipts earned by a firm after its ACDBE eligibility has been removed are not counted, except as provided in 49 CFR § 23.55(j). Costs incurred in connection with the renovation, repair, or construction of a concession facility (sometimes referred to as the "buildout") are not counted (but may be subject to goals for M/WBE or other types of participation under a local program as specified by the City). Otherwise, ACDBE participation in non-rental car concessions is counted in accordance with 49 CFR § 23.55 as follows:
1. Concessionaire is an ACDBE. When Concessionaire is an ACDBE or a joint venture consisting only of ACDBEs, the gross receipts earned by Concessionaire are counted. Gross receipts attributable to a non-ACDBE sublicensee of Concessionaire are not


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counted.
Separate locations. When an ACDBE performs as a sublicensee to Concessionaire with its own concession location or when Concessionaire is a joint venture which includes a non-ACDBE and in which an ACDBE operates its own separate location, the gross receipts earned by the ACDBE at its separate location are counted. The ACDBE location must be independently operated by the ACDBE as evidenced by the ACDBE's responsibility for all aspects of the management and operation of the location. Gross receipts attributable to a non-ACDBE sublicensee of the ACDBE are not counted.
Joint venture, no separate locations. When Concessionaire is a joint venture with an ACDBE participant and the ACDBE jointly participates with a non-ACDBE in the operation of all locations, only the portion of the Concessionaire's gross receipts attributable to the distinct, clearly defined portion ofthe work of the concession that the ACDBE performs with its own forces is counted. When the City has reason to doubt the extent of an ACDBE joint venturer's commercially useful contribution towards the concessionaire's gross receipts, the City may require Concessionaire to submit evidence to substantiate the value of the ACDBE's contribution. If the Concessionaire fails to submit satisfactory evidence, it is an event of default under the Agreement.
Subcontractor participation. When an ACDBE provides, as a subcontractor to Concessionaire, goods or services for operation of the concession, the amounts paid to the ACDBE are counted as provided below. However, if the ACDBE enters into a subcontract with a non-ACDBE to provide the goods or services, the amounts paid to the non-ACDBE are not counted.

The entire amount of fees or commissions charged by an ACDBE firm for a bona fide service, provided that the City determines this amount to be reasonable and not excessive as compared with fees customarily paid for similar services. Such services may include, but are not limited to, professional, technical, consultant, legal, security systems, advertising, building cleaning and maintenance, computer programming, or managerial.
The entire amount of the cost of goods obtained from an ACDBE manufacturer, as provided in 49 CFR § 23.55(f).
The entire amount of the cost of goods purchased or leased from a ACDBE regular dealer, as provided in 49 CFR § 23.55(g).
For goods purchased from an ACDBE which is neither a manufacturer nor a regular dealer, the amount of reasonable fees, commissions, or delivery charges earned by the ACDBE, as provided in 49 CFR § 23.55(h).
B. RENTAL CAR CONCESSIONS
If Concessionaire is a rental car company, ACDBE participation counts in accordance with the provisions of 49 CFR §23.53. Goods and services will be counted in accordance with the following:
1. The entire amount of the cost charged by an ACDBE for repairing vehicles, provided that it is reasonable and not excessive as compared with fees customarily allowed for similar


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services; and further provided that any portion of a fee paid by a manufacturer to an ACDBE car dealership for reimbursement of work performed under the manufacturer's warranty is excluded;
The entire amount of the fee or commission charged by an ACDBE to manage a car rental concession under an agreement with the Concessionaire, provided that it is reasonable and not excessive as compared with fees customarily allowed for similar services.
For other goods and services, ACDBE participation counts as provided in 49 CFR §26.55 and §23.55. In the event of any conflict between these two sections, §23.55 controls.
If a rental car company has a national or regional contract with an ACDBE, it may count a pro-rated share of the amount of that contract toward the goals of each airport covered by the contract as provided in §23.55(f).
Rental car companies may also count ACDBE direct participation through direct ownership arrangements, but such arrangements are not required.
V. CERTIFICATION, RECORDS, REPORTS AND MONITORING
CERTIFICATION
Copies of letters of certification from a member of the Illinois UCP for each ACDBE that is part of Concessionaire's ACDBE Commitment are attached to their respective Schedule C or Schedule B. All letters of certification issued by the City of Chicago include a statement of the ACDBE firm's area of specialization.
Each ACDBE must promptly notify Concessionaire if there is any change in the ACDBE's certification status. Concessionaire, in turn, must notify Commissioner of any change in an ACDBE's certification status and provide a copy of any correspondence from the certifying agency regarding the status of an ACDBE's certification.
The ACDBE's scope of work, as detailed by Schedule B, C or D, must conform to its stated area of specialization. If, during the course of this Agreement, Concessionaire proposes to amend Schedules B, C or D so that an ACDBE performs additional work or supplies additional goods, materials or services not covered by its area of certification, the ACDBE must request an extension of its certification for such work, goods, materials or services in order to count toward the ACDBE's participation in the concession. The request to expand the scope of the ACDBE's certification, together with all documentation required by the City to process that request, must be received by the City at least 60 days in advance of the proposed date to perform such additional work or supply such additional goods, materials or services.
RECORDKEEPING
The Concessionaire must maintain records of all relevant data with respect to the utilization of ACDBEs, retaining these records for a period of at least three years after termination or expiration of the Agreement. Concessionaire grants full access to these records to the City of Chicago, Federal or State authorities, the U.S. Department of Justice, or their duly authorized


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representatives.
REPORTING
Concessionaire must file ACDBE utilization reports (monthly if non-rental car and quarterly if rental car), together with its concession license fee payment, delineating for the month or quarter, as applicable, and cumulatively for the year-to-date: (i) contribution by ACDBE joint venture member(s) or sublicensee(s) to Concessionaire's gross receipts and (ii) payments to ACDBE subcontractor(s). Each ACDBE utilization report must be signed by an authorized officer or representative of the Concessionaire and be notarized.
MONITORING
The City will, from time to time during the term of the Agreement, conduct investigations and interviews to monitor and verify that ACDBE participation in the concession meets or exceeds the ACDBE Commitment. Concessionaire must give, upon request, earnest and prompt cooperation to the City in submitting to inspections and interviews, in allowing entry to places of business, in providing further documentation, and in requiring the cooperation of its ACDBEs.
If the City determines that an ACDBE's actual role or responsibilities do not comply with the representations made by Concessionaire and the ACDBE in Schedules B, C or D, or that Concessionaire and/or ACDBE have misrepresented to the City either the payments to the ACDBE or the value of the ACDBE's participation in a joint venture, it shall be an event of default under the Agreement.
VI. GOOD FAITH EFFORTS
A. EXAMPLES
Examples of "good faith efforts" are described below and in 49 CFR § 23.25, 49 CFR §26.53, and Appendix A to 49 CFR Part 26. As provided in § 23.25, §26.53 and Appendix A to 49 C.F.R. Part 26, the following are examples of documented actions that the City may take into consideration in determining whether Concessionaire made good faith efforts:
Soliciting through all reasonable and available means (e.g., advertising and/or written notices) the interest of all certified ACDBEs who have the capability to perform work or services or to supply goods relevant to the concession. Concessionaire must solicit this interest within sufficient time to allow the ACDBEs to respond to the solicitation. Concessionaire must determine with certainty if the ACDBEs are interested by taking appropriate steps to follow up initial solicitations.
Soliciting the work, services or goods in portions that increase the likelihood that an ACDBE can perform the work or services or provide the goods. This includes, when appropriate, breaking out contract items into economically feasible units to facilitate ACDBE participation, even when the concessionaire might otherwise prefer to perform these work items with its own forces.
Providing interested ACDBEs with adequate information about the operations, management and requirements of the concession in a timely manner to assist them in


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responding to a solicitation.
Negotiating in good faith with interested ACDBEs. Evidence of such negotiation includes the names, addresses and telephone numbers of ACDBEs that were considered; a description of the information provided regarding the opportunities selected for possible ACDBE participation; and evidence as to why agreement could not be reached for ACDBEs to perform the work.
NOTE: A concessionaire using good business judgment would consider a number of factors in negotiating with potential business partners or subcontractors, including ACDBEs, and would take a firm's price and capabilities as well as contract goals into consideration. However, the fact that there may be some additional costs involved in finding and using ACDBEs is not in itself sufficient reason for a failure to meet the ACDBE Commitment, as long as such co^ts arc reasonable. Concessionaires are not, however, required to accept higher quotes from ACDBEs if the price difference in comparison to non-ACDBEs is excessive or unreasonable.
Not rejecting ACDBEs as being unqualified without sound reasons based on a thorough investigation of their capabilities. The ACDBE's standing within its industry, membership in specific groups, organization or associations and political or social affiliation (for example union vs. non-union employee status) are not legitimate causes for rejection.
Making efforts to assist interested ACDBEs in obtaining bonding, lines of credit or insurance as required by the City or Concessionaire.
Making efforts to assist interested ACDBEs in obtaining necessary equipment, supplies, materials, or related assistance or services.
Effectively using the services of available minority/women community organizations and contractors' groups; local, state and federal minority/women business assistance offices; and other organizations as allowed on a case-by-case basis to provide assistance in the recruitment and placement of ACDBEs.
B. DOCUMENTATION
Whenever Concessionaire is required to demonstrate good faith efforts by Part 23 or these Special Conditions, Concessionaire must provide supporting documentation to the satisfaction of the Commissioner. This means documentation to show that Concessionaire took all necessary and reasonable steps which by their scope, intensity and appropriateness to the objective, could reasonably be expected to obtain compliance, even if not fully successful. The following types of documentation, as applicable to the situation, will be considered by the City in determining whether Concessionaire has made good faith efforts:
1. A listing of all ACDBE firms that were contacted that includes:
names, address and telephone numbers of ACDBE firms contacted;
date and time of contact;
method of contact (written, telephone, transmittal of facsimile documents, etc.);
name of the person contacted.



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Copies of letters or any other evidence of mailing that substantiates outreach to ACDBE vendors that include:

concession identification and location;
descriptions/classification/commodity of work, services or goods for which quotations were sought; and
date, time and location for submittal of bids or proposals.
Detailed statement which summarizes direct negotiations with appropriate ACDBE firms and indicates why negotiations were unsuccessful.
Affirmation that good faith efforts have been demonstrated by choosing opportunities likely to be performed by ACDBEs by not imposing any limiting conditions which were not mandatory fo- all potential bidders\proposers; or denying the benefits ordinarily conferred for the type of opportunity that was solicited.
Copies of proposed portions of the work, services or goods to be performed or provided by ACDBEs in order to increase the likelihood of ACDBE participation.
Evidence that Concessionaire negotiated in good faith with interested ACDBEs.
Evidence that Concessionaire did not reject ACDBEs as being unqualified without sound reasons based on a thorough investigation of their capabilities.
Evidence that Concessionaire made efforts to assist interested ACDBEs in obtaining bonding, lines of credit or insurance, as required by the City or the concessionaire.
Evidence that Concessionaire made efforts to assist interested ACDBEs in obtaining necessary equipment, supplies, materials or related assistance or services.
Evidence that Concessionaire has provided timely notice ofthe opportunity lo at least 50 percent of the applicable ACDBEs listed in the Illinois UCP Directory. The City may contact the ACDBEs identified by Concessionaire for verification of such notification.
Evidence that ACDBE participation is excessively costly. In order to establish that a ACDBE's quote is excessively costly, Concessionaire must provide the following information:
A detailed statement of the opportunity identified for ACDBE participation for which Concessionaire asserts the ACDBE quote(s) were excessively costly.
A listing of all potential business partners or subcontractors contacted for a quotation on that opportunity.
Prices quoted by all such potential business partners or subcontractors for that opportunity.
Other documentation that demonstrates to the satisfaction of the City that the ACDBE quotes are excessively costly.
C. ADMINISTRATIVE RECONSIDERATION
1. For the purposes of this Agreement, the City has delegated the responsibility for making

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the determination regarding a Concessionaire's good faith efforts to the Department of Aviation. The determination shall be based upon the Department's review of the documentation that the Concessionaire has timely submitted. Within five days of being informed by the Department that Concessionaire has not documented sufficient good faith efforts, Concessionaire may request administrative reconsideration. The request must be made in writing to the following official:
City of Chicago Department of Aviation 10510 West Zemke Road Chicago, Illinois 60666 Attention: Commissioner
NOTE: The Commissioner may not have played any role in the origin:.! determination that the Concessionaire did not make or timely document sufficient good faith efforts. The Commissioner may appoint a reconsideration officer, who did not play any role in the original determination, to act in his or her stead.
with copies to:
City of Chicago
Department of Procurement Services
City Hall, Room 806
121 N. LaSalle Street
Chicago, Illinois 60602
Attention: Chief Procurement Officer
City of Chicago Department of Aviation 10510 West Zemke Road Chicago, Illinois 60666
Attention: Deputy Commissioner for Concessions
City of Chicago
Department of Law
30 North LaSalle Street, Room 1400
Chicago, Illinois 60602
Attention: Deputy Corporation Counsel, Aviation
2. As part of this reconsideration, the Concessionaire will have the opportunity to provide written documentation or argument concerning the issue of whether it made adequate good faith efforts. The Concessionaire will have the opportunity to meet in person with the reconsideration officer to discuss whether it did so. The Department will send the Concessionaire a written decision on reconsideration, explaining the basis for finding that the Concessionaire did or did not make adequate good faith efforts.
VII. NON-COMPLIANCE AND DAMAGES



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A. NON-COMPLIANCE GENERALLY
Concessionaire's failure to comply with these Special Conditions constitutes a material breach of the Agreement and entitles the City to declare an event of default. If Concessionaire fails to cure the default within the time allowed under the default provisions of the Agreement, the City may exercise those remedies provided for in the Agreement, at law or in equity, including termination of the Agreement. In addition to any remedies specified in the Agreement, at the City's option the term of this Agreement will become month-to-month until the City locates a new Concessionaire. At the City's option, any improvements added by Concessionaire must remain for the new tenant at no cost to the City or the new tenant.
B. NON-COMPLIANCE WITH ACDBE AGREEMENT
If Concessionaire has not complied with the requirements of an ACDBE agreement, the affected ACDBE may seek to recover from Concessionaire damages suffered by the ACDBEs as a result of such non-compliance. Such disputes may impact the quality of concessions at the City's airports and/or the ability of other airport tenants to solicit ACDBE participation. Therefore, Concessionaire consents to have any disputes between Concessionaire and affected ACDBEs resolved by binding arbitration before an independent arbitrator other than the City, with reasonable expenses, including attorneys' fees, being recoverable by the prevailing party in accordance with any applicable regulations. This provision is intended for the benefit of all ACDBEs affected by Concessionaire's failure to comply with ACDBE agreements and grants ACDBEs specific third-party beneficiary rights. In cases deemed appropriate by the City, a dispute may lead to the withholding of sums that the City may owe Concessionaire until the City receives a copy of the final arbitration decision, but in no event will Concessionaire be excused from making any payments due to the City during the pendency of a dispute. Noncompliance or non-cooperation with the City may affect continued eligibility to enter into future contracting arrangements with the City.

















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EXHIBIT 8
MBE/WBE SPECIAL CONDITIONS AND RELATED FORMS
Exhibit 8
MBEA/VBE Special Conditions and Related Forms

SPECIAL CONDITIONS REGARDING MINORITY OWNED BUSINESS ENTERPRISE COMMITMENT AND WOMEN OWNED BUSINESS ENTERPRISE COMMITMENT IN CONSTRUCTION
CONTRACTS

I. Policy and Terms
As set forth in 2-92-650 et seq. of the Municipal Code of Chicago (MCC) it is the policy of the City of Chicago that businesses certified as Minority Owned Business Enterprises (MBEs) and Women Owned Business Enterprises (WBEs) in accordance with Section 2-92-420 ef seq. of the MCC and Regulations Governing Certification of Minority and Women-owned Businesses, and all other Regulations promulgated under the aforementioned sections of the Municipal Code, shall have full and fair opportunities to participate fully in the performance of this contract. Therefore, bidders shall not discriminate against any person or business on the basis of race, color, national origin, or sex, and shall take affirmative actions to ensure that MBEs and WBEs shall have full and fair opportunities to compete for and perform subcontracts for supplies or services.

Failure to carry out the commitments and policies set forth herein shall constitute a material breach of the contract and may result in the termination of the contract or such remedy as the City of Chicago deems appropriate.

Under the City's MBE/WBE Construction Program as set forth in MCC 2-92-650 er seq, the program-wide aspirational goals are 26% Minority Owned Business Enterprise participation and 6% Women Owned Business Enterprise participation. The City has set goals of 26% and 6% on all contracts in line with its overall aspirational goals, unless otherwise specified herein, and is requiring that bidders make a good faith effort in meeting or exceeding these goals.
Contract Specific Goals and Bids
A bid may be rejected as non-responsive if it fails to submit one or more ofthe following with its bid demonstrating its good faith efforts to meet the Contract Specific Goals by reaching out to MBEs and WBEs to perform work on the contract:
An MBE/WBE compliance plan demonstrating how the bidder plans to meet the Contract Specific Goals (Schedule D); and/or
Documentation of Good Faith Efforts (Schedule H).
If a bidder's compliance plan falls short of the Contract Specific Goals, the bidder must include either a Schedule H demonstrating that it has made Good Faith Efforts to find MBE and WBE firms to participate or a request for a reduction or waiver of the goals.

Accordingly, the bidder or contractor commits to make good faith efforts to expend at least the following percentages of the total contract price (inclusive of any and all modifications and amendments), if awarded the contract:
MBE Contract Specific Goal: 26% WBE Contract Specific Goal: 6%

This Contract Specific Goal provision shall supersede any conflicting language or provisions that may be contained in this document.



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For purposes of evaluating the bidder's responsiveness, the MBE and WBE Contract Specific Goals shall be percentages of the bidder's total base bid. However, the MBE and WBE Contract Specific Goals shall apply to the total value of this contract, including all amendments and modifications.
Contract Specific Goals and Contract Modifications
The MBE and WBE Contract Specific Goals established at the time of contract bid shall also apply to any modifications to the Contract after award. That is, any additional work and/or money added to the Contract must also adhere to these Special Conditions requiring Contractor to (sub)contract with MBEs and WBEs to meet the Contract Specific Goals.

Contractor must assist the Construction Manager or user Department in preparing its "proposed contract modification" by evaluating the subject matter of the modification and determining wh°ther there are opportunities for MBE or WBE participation and at what rates.
Contractor must produce a statement listing the MBEs/WBEs that will be utilized on any contract modification. The statement must include the percentage of utilization of the firms. If no MBEA/VBE participation is available, an explanation of good faith efforts to obtain participation must be included.
The Chief Procurement Officer shall review each proposed contract modification and amendment that by itself or aggregated with previous modification/amendment requests, increases the contract value by ten percent (10%) of the initial award, or $50,000, whichever is less, for opportunities to increase the participation of MBEs or WBEs already involved in the Contract.

II. Definitions
"Area of Specialty" means the description ot a MBE's or WBE's activity that has been determined by the Chief Procurement Officer to be most reflective of the firm's claimed specialty or expertise. Each MBE and WBE letter of certification contains a description of the firm's Area of Specialty. Credit toward the Contract Specific Goals shall be limited to the participation of firms performing within their Area of Specialty. The Department of Procurement Services does not make any representation concerning the ability of any MBE or WBE to perform work within its Area of Specialty. It is the responsibility of the bidder or contractor to determine the capability and capacity of MBEs and WBEs to perform the work proposed.
"B.E.P.D." means an entity certified as a Business enterprise owned or operated by people with disabilities as defined in MCC 2-92-586.

"Broker" means a person or entity that fills orders by purchasing or receiving supplies from a third party supplier rather than out of its own existing inventory and provides no commercially useful function other than acting as a conduit between his or her supplier and his or her customer.

"Chief Procurement Officer" or "CPO" means the chief procurement officer of the City of Chicago or his or her designee.

"Commercially Useful Function" means responsibility for the execution of a distinct element of the work ofthe contract, which is carried out by actually performing, managing, and supervising the work involved, evidencing the responsibilities and risks of a business owner such as


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negotiating the terms of (sub)contracts, taking on a financial risk commensurate with the contract or its subcontract, responsibility for acquiring the appropriate lines of credit and/or loans, or fulfilling responsibilities as a joint venture partner as described in the joint venture agreement.
"Construction Contract" means a contract, purchase order or agreement (other than lease of real property) for the construction, repair, or improvement of any building, bridge, roadway, sidewalk, alley, railroad or other structure or infrastructure, awarded by any officer or agency of the City, other than the City Council, and whose cost is to be paid from City funds.
"Contract Specific Goals" means the subcontracting goals for MBE and WBE participation established for a particular contract.
"Contractor" rr.aans any person or business entity that has entered into a construction contract with the City, and includes all partners, affiliates and joint ventures of such person or entity.
"Direct Participation" the value of payments made to MBE or WBE firms for work that is done in their Area of Specialty directly related to the performance of the subject matter of the Construction Contract will count as Direct Participation toward the Contract Specific Goals.

"Directory" means the Directory of Minority Business MBEs and WBEs maintained and published by the Chief Procurement Officer. The Directory identifies firms that have been certified as MBEs and WBEs, and includes the date of their last certifications and the areas of specialty in which they have been certified. Bidders and contractors are responsible for verifying the current certification status of all proposed MBEs and WBEs.
"Executive Director" means the executive director of the Office of Compliance or his or her designee.
"Good Faith Efforts" means actions undertaken by a bidder or contractor to achieve a Contract Specific Goal that, by their scope, intensity, and appropriateness to the objective, can reasonably be expected to fulfill the program's requirements.
"Joint venture" means an association of a MBE or WBE firm and one or more other firms to carry out a single, for-profit business enterprise, for which each joint venture partner contributes property, capital, efforts, skills and knowledge, and in which the MBE or WBE is responsible for a distinct, clearly defined portion of the work of the contract and whose share in the capital contribution, control, management, risks, and profits of the joint venture are commensurate with its ownership interest.
"Minority Business Enterprise" or "MBE" means a firm certified as a minority-owned business enterprise in accordance with City Ordinances and Regulations.
"Supplier" or "Distributor" refers to a company that owns, operates, or maintains a store, warehouse or other establishment in which materials, supplies, articles or equipment are bought, kept in stock and regularly sold or leased to the public in the usual course of business. A regular distributor or supplier is a firm that owns, operates, or maintains a store, warehouse, or other establishment in which the materials or supplies required for performance of the Contract are bought, kept in stock, and regularly sold to the public in the usual course of business. To be a regular distributor the firm must engage in, as its principal business and in its own name, the purchase and sale of the products in question. A regular distributor in such bulk


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items as steel, cement, gravel, stone, and petroleum products need not keep such products in stock if it owns or operates distribution equipment.

"Women Business Enterprise" or "WBE" means a firm certified as a women-owned business enterprise in accordance with City Ordinances and Regulations.
III. Joint Ventures
The formation of joint ventures to provide MBEs and WBEs with capacity and experience at the prime contracting level, and thereby meet Contract Specific Goals (in whole or in part) is encouraged. A joint venture may consist of any combination of MBEs, WBEs, and non-certified firms as long as one member is an MBE or WBE.
The joint venture may be eligible for credit towards the Contract Specific Goals only if:

The MBE or WBE joint venture partner's share in the capital contribution, control, management, risks and profits of the joint venture is equal to its ownership interest;
The MBE or WBE joint venture partner is responsible for a distinct, clearly defined portion of the requirements of the contract for which it is at risk;
Each joint venture partner executes the bid to the City; and
The joint venture partners have entered into a written agreement specifying the terms and conditions of the relationship between the partners and their relationship and responsibilities to the contract, and all such terms and conditions are in accordance with the conditions set forth in Items 1, 2, and 3 above in this Paragraph A.
The Chief Procurement Officer shall evaluate the proposed joint venture agreement, the Schedule B submitted on behalf of the proposed joint venture, and all related documents to determine whether these requirements nave been satisfied. The Chief Procurement Officer shall also consider the record of the joint venture partners on other City of Chicago contracts. The decision of the Chief Procurement Officer regarding the eligibility of the joint venture for credit towards meeting the Contract Specific Goals, and the portion of those goals met by the joint venture, shall be final.
The joint venture may receive MBE or WBE credit for work performed by the MBE or WBE joint venture partner(s) equal to the value of work performed by the MBE or WBE with its own forces for a distinct, clearly defined portion of the work.
Additionally, if employees of the joint venture entity itself (as opposed to employees of the MBE or WBE partner) perform the work then the value of the work may be counted toward the Contract Specific Goals at a rate equal to the MBE or WBE firm's percentage of participation in the joint venture as described in Schedule B.
The Chief Procurement Officer may also count the dollar value of work subcontracted to other MBEs and WBEs. Work performed by the forces of a non-certified joint venture partner shall not be counted toward the Contract Specific Goals.
Schedule B: MBEA/VBE Affidavit of Joint Venture

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Where the bidder's Compliance Plan includes the participation of any MBE or WBE as a joint venture partner, the bidder must submit with its bid a Schedule B and the proposed joint venture agreement. These documents must both clearly evidence that the MBE or WBE joint venture partner(s) will be responsible for a clearly defined portion of the work to be performed, and that the MBE's or WBE's responsibilities and risks are proportionate to its ownership percentage. The proposed joint venture agreement must include specific details related to:
The parties' contributions of capital, personnel, and equipment and share ofthe costs of insurance and bonding;
Work items to be performed by the MBE'ds or WBE'Ds own forces and/or work to be performed by employees of the newly formed joint venture entity;
3. Work items to be performed under the supervision of the MBE or WBE joint venture
partner; and
4. The MBE's or WBE's commitment of management, supervisory, and operative
personnel to the performance of the contract.
NOTE: Vague, general descriptions of the responsibilities of the MBE or WBE joint venture partner do not provide any basis for awarding credit. For example, descriptions such as "participate in the budgeting process," "assist with hiring," or "work with managers to improve customer service" do not identify distinct, clearly defined portions of the work. Roles assigned should require activities that are performed on a regular, recurring basis rather than as needed. The roles must also be pertinent to the nature of the business for which credit is being sought. For instance, if the scope of work required by the City entails the delivery of goods or services to various sites in the City, stating that the MBE or WBE joint venture partner will be responsible for the performance of all routine maintenance and all repairs required to the vehicles used to deliver such goods or services is pertinent to the nature of the business for which credit is being sought.
IV. Counting MBE and WBE Participation Towards the Contract Specific Goals

Refer to this section when preparing the MBEA/VBE compliance plan and completing Schedule D-1 for guidance on what value of the participation by MBEs and WBEs will be counted toward the stated Contract Specific Goals. The "Percent Amount of Participation" depends on whether and with whom a MBE or WBE subcontracts out any portion of its work and other factors.

Firms that are certified as both MBE and WBE may only be listed on a bidder's compliance plan as either a MBE or a WBE to demonstrate compliance with the Contract Specific Goals. For example, a firm certified as both a MBE and a WBE may only listed on the bidder's compliance plan under one of the categories, but not both. Additionally, a firm that is certified as both a MBE and a WBE could not self-perform 100% of a contract, it would have to show good faith efforts to meet the Contract Specific Goals by including in its compliance plan work to be performed by another MBE or WBE firm, depending on which certification that dual-certified firm chooses to count itself as.
A. Only expenditures to firms that perform a Commercially Useful Function as defined above may count toward the Contract Specific Goals.



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The CPO will determine whether a firm is performing a commercially useful function by evaluating the amount of work subcontracted, whether the amount the firm is to be paid under the contract is commensurate with the work it is actually performing and the credit claimed for its performance of the work, industry practices, and other relevant factors.
A MBE or WBE does not perform a commercially useful function if its participation is only required to receive payments in order to obtain the appearance of MBE or WBE participation. The CPO may examine similar commercial transactions, particularly those in which MBEs or WBEs do not participate, to determine whether non MBE and non WBE firms perform the same function in the marketplace to make a determination.

Only the value of the dollars paid to the MBE or WBE firm for work that it performs in its Area of Specialty in which it is certified counts toward the Contract Specific Goals.
Only payments mads to MBE and WBE firms th*t meet BOTH the Commercially Useful Function and Area of Specialty requirements above will be counted toward the Contract Specific Goals.
If the MBE or WBE performs the work itself:
1. 100% of the value of work actually performed by the MBE's or WBE's own forces shall be counted toward the Contract Specific Goals, including the cost of supplies purchased or equipment leased by the MBE or WBE from third parties or second tier subcontractors in order to perform its (sub)contract with its own forces. 0% of the value of work at the project site that a MBE or WBE subcontracts to a non-certified firm counts toward the Contract Specific Goals
If the MBE or WBE is a manufacturer:
1. 100% of expenditures to a MBE or WBE manufacturer for items needed for the Contract shall be counted toward the Contract Specific Goals. A manufacturer is a firm that operates or maintains a factory or establishment that produces on the premises the materials or supplies obtained by the bidder or contractor.
If the MBE or WBE is a distributor or supplier:
1. 60% of expenditures for materials and supplies purchased from a MBE or WBE that is certified as a regular dealer or supplier shall be counted toward the Contract Specific Goals.
If the MBE or WBE is a broker:

0% of expenditures paid to brokers will be counted toward the Contract Specific Goals.
As defined above, Brokers provide no commercially useful function.
If the MBE or WBE is a member of the joint venture contractor/bidder:

A joint venture may count the portion of the total dollar value of the contract equal to the distinct, clearly defined portion of the work of the contract that the MBE or WBE performs with its own forces toward the Contract Specific Goals.
i. OR if employees of this distinct joint venture entity perform the work then the value of the work may be counted toward the Contract Specific Goals at a rate equal to the MBE or WBE firm's percentage of participation in the joint venture as described in Schedule B.
Note: a joint venture may also count the dollar value of work subcontracted to other MBEs and WBEs, however, work subcontracted out to non-certified firms may not be counted.


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H. If the MBE or WBE subcontracts out any of its work:
100% of the value of the work subcontracted to other MBEs or WBEs performing work in its Area of Specialty may be counted toward the Contract Specific Goals.
0% of the value of work that a MBE or WBE subcontracts to a non-certified firm counts toward the Contract Specific Goals (except for the cost of supplies purchased or equipment leased by the MBE or WBE from third parties or second tier subcontractors in order to perform its (sub)contract with its own forces as allowed by C.1. above).
The fees or commissions charged for providing a bona fide service, such as professional, technical, consulting or managerial services or for providing bonds or insurance or the procurement of essential personnel, facilities, equipment, materials or supplies required for performance of the Contract, may be counted toward the Contract Specific Goals, provided that the fee or commission is determined by the Chief Procurement Officer to be reasonable and not excessive as ccmpared with fees customarily allowed for similar services.
The fees charged for delivery of materials and supplies required on a job site (but not the cost of the materials and supplies themselves) when the hauler, trucker, or delivery service is not also the manufacturer of or a regular dealer in the materials and supplies, provided that the fee is determined by the Chief Procurement Officer to be reasonable and not excessive as compared with fees customarily allowed for similar services.
The fees or commissions charged for providing any bonds or insurance, but not the cost of the premium itself, specifically required for the performance of the Contract, provided that the fee or commission is determined by the Chief Procurement Officer to be reasonable and not excessive as compared with fees customarily allowed for similar services.
V. Procedure to Determine Bid Compliance
The following Schedules and requirements govern the bidder's or contractor's MBEA/VBE proposal:
A. Schedule B: MBEA/VBE Affidavit of Joint Venture
1. Where the bidder's Compliance Plan includes the participation of any MBE or WBE as a joint venture partner, the bidder must submit with its bid a Schedule B and the proposed joint venture agreement. See Section III above for detailed requirements.
B. Schedule C: MBEA/VBE Letter of Intent to Perform as a Subcontractor or Supplier

The bidder must submit the appropriate Schedule C with the bid for each MBE and WBE included on the Schedule D. The City encourages subcontractors to utilize the electronic fillable format Schedule C, which is available at the Department of Procurement Services website, . Suppliers must submit the Schedule C for Suppliers, first tier subcontractors must submit a Schedule C for Subcontractors to the Prime Contractor and second or lower tier subcontractors must submit a Schedule C for second tier Subcontractors. Each Schedule C must accurately detail the work to be performed by the MBE or WBE and the agreed upon rates/prices. Each Schedule C must also include a separate sheet as an attachment on which the MBE or WBE fully describes its proposed scope of work, including a description of the commercially useful function being performed by the MBE or WBE in its Area of Specialty. If a facsimile copy of the Schedule C has been submitted with the bid, an executed



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original Schedule C must be submitted by the bidder for each MBE and WBE included on the Schedule D within five (5) business days after the date of the bid opening.
Schedule D: Compliance Plan Regarding MBE and WBE Utilization
The bidder must submit a Schedule D with the bid. The City encourages bidders to utilize the electronic fillable format Schedule D, which is available at the Department of Procurement Services website, . An approved Compliance Plan is required before a contract may commence.
The Compliance Plan must commit to the utilization of each listed MBE and WBE. The bidder is responsible for calculating the dollar equivalent of the MBE and WBE Contract Specific Goals as percentages of the total base bid. All Compliance Plan commitments must conform to the Schedule Cs.
A bidder or contractor may not modify its Compliance Plan after bid opening except as directed by the Department of Procurement Services to correct minor errors or omissions. Bidders shall not be permitted to add MBEs or WBEs after bid opening to meet the Contract Specific Goals, however, contractors are encouraged to add additional MBEA/VBE vendors to their approved compliance plan during the performance of the contract when additional opportunities for participation are identified. Except in cases where substantial, documented justification is provided, the bidder or contractor shall not reduce the dollar commitment made to any MBE or WBE in order to achieve conformity between the Schedule Cs and Schedule D. All terms and conditions for MBE and WBE participation on the contract must be negotiated and agreed to between the bidder or contractor and the MBE or WBE prior to the submission of the Compliance Plan. If a proposed MBE or WBE ceases to be available after submission of the Compliance Plan, the bidder or contractor must comply with the provisions in Section VII.
Letters of Certification
A copy of each proposed MBE's and WBE's Letter of Certification from the City of Chicago must be submitted with the bid.

A Letters of Certification includes a statement of the MBE's or WBE's area(s) of specialty. The MBE's or WBE's scope of work as detailed in the Schedule C must conform to its area(s) of specialty. Where a MBE or WBE is proposed to perform work not covered by its Letter of Certification, the MBE or WBE must request the addition of a new area at least 30 calendar days prior to the bid opening.
Schedule F: Report of Subcontractor Solicitations
A Schedule F must be submitted with the bid, documenting all subcontractors and suppliers solicited for participation on the contract by the bidder. Failure to submit the Schedule F may render the bid non-responsive.
Schedule H: Documentation of Good Faith Efforts
1. If a bidder determines that it is unable to meet the Contract Specific Goals, it must document its good faith efforts to do so, including the submission of Attachment C, Log of Contacts.


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If the bidder's Compliance Plan demonstrates that it has not met the Contract Specific Goals in full or in part, the bidder must submit its Schedule H no later than three business days after notification by the Chief Procurement Officer of its status as the apparent lowest bidder. Failure to submit a complete Schedule H will cause the bid to be rejected as non-responsive.
Documentation must include but is not necessarily limited to:

A detailed statement of efforts to identify and select portions of work identified in the bid solicitation for subcontracting to MBEs and WBEs;
A listing of all MBEs and WBEs contacted for the bid solicitation that includes:

Names, addresses, emails and telephone numbers of firms solicited;
Date and time of contact;
Person contacted;
Method of contact (letter, telephone call, facsimile, electronic mail, etc.).
Evidence of contact, including:

Project identification and location;
Classification/commodity of work items for which quotations were sought;
Date, item, and location for acceptance of subcontractor bids;
Detailed statements summarizing direct negotiations with appropriate MBEs and WBEs for specific portions of the work and indicating why agreements were not reached.
Bids received from all subcontractors.
Documentation of bidder or contractor contacts with at least one of the minority and women assistance associations on Attachment A.

Agreements between a bidder or contractor and a MBE or WBE in which the MBE or WBE promises not to provide subcontracting quotations to other bidders or contractors are prohibited.
Prior to award, the bidder agrees to promptly cooperate with the Department of Procurement Services in submitting to interviews, allowing entry to places of business, providing further documentation, or soliciting the cooperation of a proposed MBE or WBE. Failure to cooperate may render the bid non-responsive.
I. If the City determines that the Compliance Plan contains minor errors or omissions, the
bidder or contractor must submit a revised Compliance Plan within five (5) business days
after notification by the City that remedies the minor errors or omissions. Failure to correct
all minor errors or omissions may result in the determination that a bid is non-responsive.

J. No later than three (3) business days after receipt of the executed contract, the contractor must execute a complete subcontract agreement or purchase order with each MBE and WBE listed in the Compliance Plan. No later than eight (8) business days after receipt of the executed contract, the contractor must provide copies of each signed subcontract, purchase order, or other agreement to the Department of Procurement Services.


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Demonstration of Good Faith Efforts
In evaluating the Schedule H to determine whether the bidder or contractor has made good faith efforts, the performance of other bidders or contractors in meeting the goals may be considered.
The Chief Procurement Officer shall consider, at a minimum, the bidder's efforts to:

Solicit through reasonable and available means at least 50% (or at least five when there are more than eleven certified firms in the commodity area) of MBEs and WBEs certified in the anticipated scopes of subcontracting of the contract, as documented by the Schedule H. The bidder or contractor must solicit MBEs and WBEs within seven (7) days prior to the date bids are due. The bidder or contractor must take appropriate steps to follow up initial solicitations with interested MBEs or WBEs.
Advertise the contract opportunities in media and other venues oriented toward MBEs and WBEs.
Provide interested MBEs or WBEs with adequate information about the plans, specifications, and requirements of the contract, including addenda, in a timely manner to assist them in responding to the solicitation.
Negotiate in good faith with interested MBEs or WBEs that have submitted bids. That there may be some additional costs involved in soliciting and using MBEs and WBEs is not a sufficient reason for a bidder's failure to meet the Contract Specific Goals, as long as such costs are reasonable.
Not reject MBEs or WBEs as being unqualified without sound reasons based on a thorough investigation of their capabilities. The MBE's or WBE's standing within its industry, membership in specific groups, organizations, or associations and political or social affiliations are not legitimate causes for rejecting or not soliciting bids to meet the Contract Specific Goals.
Make a portion of the work available to MBE or WBE subcontractors and suppliers and selecting those portions of the work or material consistent with the available MBE or WBE subcontractors and suppliers, so as to facilitate meeting the Contract Specific Goals.
Make good faith efforts, despite the ability or desire of a bidder or contractor to perform the work of a contract with its own organization. A bidder or contractor who desires to self-perform the work of a contract must demonstrate good faith efforts unless the Contract Specific Goals have been met.
Select portions of the work to be performed by MBEs or WBEs in order to increase the likelihood that the goals will be met. This includes, where appropriate, breaking out contract work items into economically feasible units to facilitate MBE or WBE participation, even when the bidder or contractor might otherwise prefer to perform these work items with its own forces.




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Make efforts to assist interested MBEs or WBEs in obtaining bonding, lines of credit, or insurance as required by the City or bidder or contractor.
Make efforts to assist interested MBEs or WBEs in obtaining necessary equipment, supplies, materials, or related assistance or services; and
Effectively use the services of the City; minority or women community organizations; minority or women assistance groups; local, state, and federal minority or women business assistance offices; and other organizations to provide assistance in the recruitment and placement of MBEs or WBEs.

C. If the bidder disagrees with the City's determination that it did not make good faith efforts, the bidder may file a protest pursuant to the Department of Procurement Services Solicitation and Contracting Process Protest Procedures within 10 business days of a final adverse decision by the Chief Procurement Officer.
VII. Changes to Compliance Plan
No changes to the Compliance Plan or contractual MBE and WBE commitments or substitution of MBE or WBE subcontractors may be made without the prior written approval of the Chief Procurement Officer. Unauthorized changes or substitutions, including performing the work designated for a subcontractor with the contractor's own forces, shall be a violation of these Special Conditions and a breach of the contract with the City, and may cause termination of the executed Contract for breach, and/or subject the bidder or contractor to contract remedies or other sanctions. The facts supporting the request for changes must not have been known nor reasonably could have been known by the parties prior to entering into the subcontract. Bid shopping is prohibited. The bidder or contractor must negotiate with the subcontractor to resolve the problem. If requested by either party, the Department of Procurement Services shall facilitate such a meeting. Where there has been a mistake or disagreement about the scope of work, the MBE or WBE can be substituted only where an agreement cannot be reached for a reasonable price for the correct scope of work.
Substitutions of a MBE or WBE subcontractor shall be permitted only on the following basis:

Unavailability after receipt of reasonable notice to proceed;
Failure of performance;
Financial incapacity;
Refusal by the subcontractor to honor the bid or proposal price or scope;
Mistake of fact or law about the elements of the scope of work of a solicitation where a reasonable price cannot be agreed;
Failure of the subcontractor to meet insurance, licensing or bonding requirements;
The subcontractor's withdrawal of its bid or proposal; or
De-certification of the subcontractor as a MBE or WBE. (Graduation from the MBEA/VBE program does not constitute de-certification.
If it becomes necessary to substitute a MBE or WBE or otherwise change the Compliance Plan, the procedure will be as follows:




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The bidder or contractor must notify the Chief Procurement Officer in writing of the request to substitute a MBE or WBE or otherwise change the Compliance Plan. The request must state specific reasons for the substitution or change. A letter from the MBE or WBE to be substituted or affected by the change stating that it cannot perform on the contract or that it agrees with the change in its scope of work must be submitted with the request.
The City will approve or deny a request for substitution or other change within 15 business days of receipt of the request.
Where the bidder or contractor has established the basis for the substitution to the satisfaction of the Chief Procurement Officer, it must make good faith efforts to meet the Contract Specific Goal by substituting a MBE or WBE subcontractor. Documentation of a ^placement MBE or WBE, or of good faith efforts, must meet the requirements in sections V and VI. If the MBE or WBE Contract Specific Goal cannot be reached and good faith efforts have been made, as determined by the Chief Procurement Officer, the bidder or contractor may substitute with a non-MBE or non-WBE.
If a bidder or contractor plans to hire a subcontractor for any scope of work that was not previously disclosed in the Compliance Plan, the bidder or contractor must obtain the approval of the Chief Procurement Officer to modify the Compliance Plan and must make good faith efforts to ensure that MBEs or WBEs have a fair opportunity to bid on the new scope of work.
A new subcontract must be executed and submitted to the Chief Procurement Officer within five business days of the bidder's or contractor's receipt of City approval for the substitution or other change.
D. The City shall not be required to approve extra payment for escalated costs incurred by the contractor when a substitution of subcontractors becomes necessary to comply with MBEA/VBE contract requirements.
VIII. Reporting and Record Keeping
During the term of the contract, the contractor and its non-certified subcontractors must submit partial and final waivers of lien from MBE and WBE subcontractors that show the accurate cumulative dollar amount of subcontractor payments made to date. Upon acceptance of the Final Quantities from the City of Chicago, FINAL certified waivers of lien from the MBE and WBE subcontractors must be attached to the contractor's acceptance letter and forwarded to the Department of Procurement Services, Attention: Chief Procurement Officer.
The contractor will be responsible for reporting payments to all subcontractors on a monthly basis in the form of an electronic audit. Upon the first payment issued by the City of Chicago to the contractor for services performed, on'the first day of each month and every month thereafter, email and/or fax audit notifications will be sent out to the contractor with instructions to report payments that have been made in the prior month to each MBE and WBE. The reporting of payments to all subcontractors must be entered into the Certification and Compliance Monitoring System (C2), or whatever reporting system is currently in place, on or before the fifteenth (15th) day of each month.


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Once the prime contractor has reported payments made to each MBE and WBE,
including zero dollar amount payments, the MBE and WBE will receive an email and/or
fax notification requesting them to log into the system and confirm payments
received. All monthly confirmations must be reported on or before the 20th day of each month. Contractor and subcontractor reporting to the C2 system must be completed by the 25th of each month or payments may be withheld.

All subcontract agreements between the contractor and MBEA/VBE firms or any first tier non-certified firm and lower tier MBEAA/BE firms must contain language requiring the MBEA/VBE to respond to email and/or fax notifications from the City of Chicago requiring them to report payments received for the prime or the non-certified firm.
Access to the Certification and Compliance Monitoring System (C2), which is a web based reporting system, can be found at:
C. The Chief Procurement Officer or any party designated by the, Chief Procurement Officer shall have access to the contractor's books and records, including without limitation payroll records, tax returns and records and books of account, to determine the contractor's compliance with its commitment to MBE and WBE participation and the status of any MBE or WBE performing any portion of the contract. This provision shall be in addition to, and not a substitute for, any other provision allowing inspection of the contractor's records by any officer or official of the City for any purpose.


D. The contractor shall maintain records of all relevant data with respect to the utilization of MBEs and WBEs, retaining these records for a period of at least five years after final acceptance of the work. Full access to these records shall be granted to City, federal or state authorities or other authorized persons.
IX. Non-Compliance
Without limitation, the following shall constitute a material breach of this contract and entitle the City to declare a default, terminate the contract, and exercise those remedies provided for in the contract at law or in equity: (1) failure to demonstrate good faith efforts; and (2) disqualification as a MBE or WBE of the contractor or any joint venture partner, subcontractor or supplier if its status as an MBE or WBE was a factor in the award of the contract and such status was misrepresented by the contractor.
Payments due to the contractor may be withheld until corrective action is taken.
Pursuant to 2-92-740, remedies or sanctions may include disqualification from contracting or subcontracting on additional City contracts for up to three years, and the amount of the discrepancy between the amount of the commitment in the Compliance Plan, as such amount may be amended through change orders or otherwise over the term of the contract, and the amount paid to MBEs or WBEs. The consequences provided herein shall be in addition to any other criminal or civil liability to which such entities may be subject.
The contractor shall have the right to protest the final determination of non-compliance and the imposition of any penalty by the Chief Procurement Officer pursuant to 2-92-740


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of the Municipal Code of the City of Chicago, within 15 business days of the final determination.
X. Arbitration

If the City determines that a contractor has not made good faith efforts to fulfill its Compliance Plan, the affected MBE or WBE may recover damages from the contractor.

Disputes between the contractor and the MBE or WBE shall be resolved by binding arbitration before the American Arbitration Association (AAA), with reasonable expenses, including attorney's fees and arbitrator's fees, being recoverable by a prevailing MBE or WBE. Participation in such arbitration is a material provision of the Construction Contract to which these Special Conditions are an Exhibit. This provision is intended for the benefit of any MBE or WBE affected by the contractor's failure to fulfill its Compliance Plan and grants such entity specific third party beneficiary rights. These rights are non-waivable and take precedence over any agreement to the contrary, including but not limited to those contained in a subcontract, suborder, or communicated orally between a contractor and a MBE or WBE. Failure by the Contractor to participate in any such arbitration is a material breach of the Construction Contract.

A MBE or WBE seeking arbitration shall serve written notice upon the contractor and file a demand for arbitration with the AAA in Chicago, IL. The dispute shall be arbitrated in accordance with the Commercial Arbitration Rules of the AAA. All arbitration fees are to be paid pro rata by the parties.
The MBE or WBE must copy the City on the Demand for Arbitration within 10 business days after filing with the AAA. The MBE or WBE must copy the City on the arbitrator's decision within 10 business days of receipt of the decision. Judgment upon the arbitrator's award may be entered in any court of competent jurisdiction.
XI. Equal Employment Opportunity
Compliance with MBE and WBE requirements will not diminish or supplant equal employment opportunity and civil rights provisions as required by law related to bidder or contractor and subcontractor obligations.


















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EXHIBIT 9

ECONOMIC DISCLOSURE STATEMENTS AND AFFIDAVITS
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT

SECTION I - GENERAL INFORMATION
Legal name of the Disclosing Party submitting this EDS. Include d/b/a/ if applicable:



Check ONE of the following three boxes:

Indicate whether the Disclosing Party submitting this EDS is:
r>K| the Applicant
OR
[ ] a legal entity currently holding, or anticipated to hold within six months after City action on
the contract, transaction or other undertaking to which this EDS pertains (referred to below as the
"Matter"), a direct or indirect interest in excess of 7.5% in the Applicant. State the Applicant's legal
name:
OR
[ ] a legal entity with a direct or indirect right of control ofthe Applicant (see Section 11(B)(1)) State the legal name of the entity in which the Disclosing Party holds a right of control:
Business address of the Disclosing Party:

Telephone: fil^lft-V^O Fax: Email: ftWrName of contact person: (VWioI fAbA(owv,»
Federal Employer Identification No. (if you have one): Q ^ - WC^tT^
Brief description ofthe Matter to which this EDS pertains. (Include project number and location of property, if applicable):
Which City agency or department is requesting this EDS?
If the Matter is a contract being handled by the C ity's Department of Procurement Services, please complete the following:

Specification^ . and Contract # . .__
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SECTION II - DISCLOSURE OF OWNERSHIP INTERESTS

A. NATURE OF THE DISCLOSING PARTY

1. Ind icate the nature o f the D isc los ing Party:
] Person [)d Limited liability company
] Publicly registered business corporation [ ] Limited liability partnership
] Privately held business coiporation [ ] Joint venture
] Sole proprietorship [ ] Not-for-profit corporation
] General partnership. (Is the not-for-profit corporation also a 501 (c)(3))?
] Limited partnership [ ] Yes [ ] No
] Trust [ ] Other (please specify)
For legal entities, the state (or foreign country) of incorporation or organization, if applicable:
\^V<»JFor legal entities not organized in the State of Illinois: Has the organization registered to do business in the State of Illinois as a foreign entity?

[y] Yes [ ] No [ ] Organized in Illinois

B. IF THE DISCLOSING PARTY IS A LEGAL ENTITY:

1. List below the full names and titles, if applicable* of: (i) all executive officers and all directors of the entity; (ii) for not-for-profit corporations, all members, if any, which are legal entities (if there are no such members, write "no members which are legal entities"); (iii) for trusts, estates or other similar entities, the trustee, executor, administrator, or similarly situated party; (iv) for general or limited partnerships, limited liability companies, limited liability partnerships or joint ventures, each general partner, managing member, manager or any other person or legal entity that directly or indirectly controls the day-to-day management of the Applicant.

NOTE: Each legal entity listed below must submit an EDS on its own behalf.

Name. Title
#



2. Please provide the following information concerning each person or legal entity having a direct dr indirect, current or prospective (i.e. within 6 months after City action) beneficial interest (including ownership) in excess of 7.5% of the Applicant. Examples of such an interest include shares in a corporation, partnership interest in a partnership or joint venture, interest of a member or manager in a

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limited liability company, or interest of a beneficiary of a trust, estate or other similar entity. If none, state "None."
NOTE: Each legal entity listed below may be required to submit an EDS on its own behalf.
Name Business Address Percentage Interest in the Applicant






SECTION m - INCOME OR COMPENSATION TO, OR OWNERSHIP BY, CITY ELECTED OFFICIALS

Has the Disclosing Party provided any income or compensation to any City elected official during the
1.2-month period preceding the date of this EDS? [ ] Yes No

Does the Disclosing Party reasonably expect to provide any income or compensation to any City
elected official during the 12-month period following the date of this EDS? [ ] Yes [XJ No

If "yes" to either of the above, please identify below the name(s) of such City elected official(s) and describe such income or compensation:



Does any City elected official or, to the best of the Disclosing Party's knowledge after reasonable inquiry, any City elected official's spouse or domestic partner, have a financial interest (as defined in Chapter 2-156 of the Municipal Code of Chicago ("MCC")) in the Disclosing Party? []Yes |>3No

If "yes," please identify below the name(s) of such City elected official(s) and/or spouse(s)/domestic partners) and describe the financial interest(s).



SECTION IV - DISCLOSURE OF SUBCONTRACTORS AND OTHER RETAINED PARTIES

The Disclosing Party must disclose the name and business address of each subcontractor, attorney, lobbyist (as defined in MCC Chapter 2*1.56), accountant, consultant and any other person or entity whom the Disclosing Party has retained or expects to retain in connection with the Matter, as well as the nature of the relationship, and the total amount of the fees paid or estimated to be paid. The Disclosing Party is not required to disclose employees who are paid solely through the Disclosing Party's regular payroll. Ifthe Disclo.singJ?arty is uncertain whether a disclosure is required under this Section, the Disclosing Party must either ask the City whether disclosure is required or make the disclosure.


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Name (indicate whether Business. Relationship to Disclosing Party Fees (indicate whether
retained or anticipated Address (subcontractor, attorney, paid or estimated.) NOTE;
to be retained) lobbyist, etc.) "hourly rate" or "t.b.d." is
, not an acceptable response.




(Add sheets if necessary)
[ ] Check here if the'Disclosing Party has not retained, nor expects to retain, any such persons or entities. SECTION V - CERTIFICATIONS
COURT-ORDERED CHILD SUPPORT COMPLIANCE
Under MCC Section 2-92-415, substantial owners of business entities that contract with the City must remain in compliance with their child support obligations throughout the contract's term.

Has any person who directly or indirectly owns 10% or more of the Disclosing Party been declared in arrearage on any child support obligations by any Illinois court of competent jurisdiction?

[ ] Yes (XI No [ ] No person directly or indirectly owns 10% or more of the Disclosing Party.

If "Yes," has the person entered into a court-approved agreement for payment of all support owed and is the person in compliance with that agreement?

[ ] Yes [ ] No
FURTHER CERTIFICATIONS

[This paragraph 1 applies only if the Matter is a contract being handled by the City's Department of Procurement Services,] In the 5-ye.ar period preceding the date of this EDS, neither the Disclosing Party nor any Affiliated Entity [see definition in (5) below] has engaged, in connection with the performance of any public contract* the services of an integrity monitor, independent private sector inspector-general, or integrity compliance consultant (i.e., an individual or entity with legal, auditing, investigative, or other similar skills, designated by a public agency to help the. agency monitor the activity of specified agency vendors as well as help the vendors reform their business practices so they can.be considered for agency contracts in the future, or continue with a contract in progress).
The Disclosing Party and its Affiliated Entities are not delinquent in the payment of any fine, fee, tax or other source of indebtedness, owed to the C ity of Chicago, including, but not limited to, water and sewer charges, license fees, parking tickets, property taxes and sales taxes, nor is the Disclosing Party delinquent in the payment of any tax administered by the Illinois,Department of Revenue.


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The Disclosing Party and, if the Disclosing Party is a legal entity, all of those persons or entities-identified in Section 11(B)(1) of this EDS:

are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from any transactions by any federal, state or local unit of. government;
have not, during the 5 years before the date of this EDS, been.convicted of a criminal offense, adjudged guilty, or had a civil judgment rendered against them in connection with: obtaining, attempting to obtain, or performing a public (federal, state or local) transaction or contract under a public transaction; a violation of federal or state antittust statutes; fraud; embezzlement; theft; forgery; bribery; falsification or destruction of records; making false statements; or receiving stolen property;
are not presently indicted for, or criminally or civilly charged by, a governmental entity (federal, state or local) with committing any ofthe offenses set forth in subparagraph (b) above;
have not, during the 5 years before the date of this EDS, had one or more public transactions (federal, state or local) terminated for cause or default; and
have not, during the 5 years before the date of this EDS, been conyicted, adjudged guilty, or found liable in a civil proceeding, or in any criminal or civil action, including actions concerning environmental violations, instituted by the City or by the federal government, any state, or any other unit of local government,
The Disclosing Party understands and shall comply with the applicable requirements of MCC Chapters 2-56 (Inspector General) and 2-156 (Governmental Ethics).
Certifications (5), (6) and (7) concern:

the Disclpsingany "Contractor" (meaning/any conttactor or subcontractor used by the Disclosing Party in connection with the Matter, including but not limited to all persons or legal entities disclosed under Section IV, "Disclosure of Subcontractors and Other Retained, Parties");
any "Affiliated Entity" (meaning-a person or entity that, directly or indirectly: controls the DiscIosing Party, is controlled by the Disclosing Party, or is,, with the Disclosing Party, under common control of another person or entity). Indicia.of control include, without limitation: interlocking management or ownership; identity of interests among family members, shared facilities and equipment; common use ofemploye.es ; ©reorganization of a business entity following the ineligibility of a.business .entity to do. business with federal or state or local.government, including;the City, using substantially the same-management, ownership, or principals as the ineligible entity. With respect to Contractors* the term Affiliated Entity means a person or entity that directly or indirectly controls, the Contractor, is controlle&by it, or, with the Contractor, is under common control of another person or entity;
any responsible official of the Disclosing Party, any Contractor or#ny Affiliated Entity or any other official, agent or employee ofthe Disclosing Party, any Contractor or any Affiliated Entity, acting pursuant to the direction or authorization of a. responsible official ofthe Disclosing Party, any Contractor or any Affiliated Entity (collectively "Agents").

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Neither the Disclosing Party, nor any Contractor, nor any Affiliated Entity of either the: Disclosing; Party or any Contractor, nor any Agents have, during the 5 years before the date of this EDS, or, with respect to a Contractor, an Affiliated Entity* or an Affiliated Entity of a Contractor during the 5 years before the date of such Contractor's or Affiliated Entity's contract or engagement in connection with the Matter:
bribed or attempted to bribe, or been convicted or adjudged guilty of bribery or attempting to bribe, a public officer or employee of the City, the State of; Illinois, orany agency of the federal.government or of any state or local government in the United States of America, in that officer's or employee's official capacity;
agreed or colluded with other bidders or prospective bidders, or been a party to any such agreement, or been convicted or adjudged guilty of agreement or collusion among bidders or prospective bidders, in restraint of freedom of competition by. agreement to bid a fixed price or otherwise; or
made.an:admissibn of such conduct described in subparagraph (a) or (b) above that is a matter of record, but have not been, prosecuted for such conduct; or
violated the provisions referenced in MCC Subsection 2-92-320(a)(4)(Contrac.ts Requiring a Base Wage); (a)(5)(Debarment Regulations); or (a)(6)(Minimum Wage Ordinance).

Neither the Disclosing Party, nor any Affiliated Entity or Contractor, or any of their employees, officials; agents or partners, is barred from contracting with any unit of state or local government as a result of engaging iri or being convicted of (1) bid-rigging in violation of720 ILCS 5/33 EO; (2) bid-rotating in violation of 7-20 ILCS 5/33E-4; or (3) any similar offense of any state or ofthe United States of America that contains the same elements as the offense of bid-rigging or bid-rotating.
Neither the Disclosing Party nor any Affiliated Entity is listed on a Sanctions List .maintained by the United States Department of Commerce, State-, or Treasury, or any successor federal agency.

8; [FOR APPLICANT ONLY] (i) Neither the Applicant nor any "controlling person!' [sge MCC Chapter 1-23, Article I for appiicability.and defined terms] ofthe Applicant is currently indicted or charged with, or has admitted guilt of, or has ever been convicted of, or placed under supervision for, any criminal offense involving actual, attemp.te4, or conspiracy toxommit bribery, theft; fraud, forgery, perjury, dishonesty or deceit against ah.officer or employee ofthe City or any "sister agency"; and (ii) the Applicant understands and acknowledges that compliance with Article I is a continumg^requiremeht for doing-business with the City. NOTE: If MCC Chapter 1-23; Article I applies to the Applicant, that Article's permahenLcompliance timeframe'supersedes 5=year compliance timeframesinthis Section V.
[FOR APPLICANT ONLY] The Applicant and its Affiliated Entities- will not use, nor permit their subcontractors to use, any facility listed as having an active exclusion by the U.S. EPA on. the federal System for Award. Management ("SAM").
[FOR APPLICANT ONLY] The Applicant will obtain frpm ariy contractors/subcontractors hired or to be hired in connection with the Matter certifications equal in form and substance to those: in Certifications (2) and (9) above and will not, without the prior written consent ofthe City, use any such
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contractor/subcontractor that does not provide such certifications or that the Applicant has reason to believe has not provided or cannot provide truthful certifications.

11. If the Disclosing Party is unable to certify to any of the above statements in this Part B (Further Certifications), the Disclosing Party must explain below:
' NQfcte



Ifthe letters "NA," the word "None," or no response appears on the- lines above, it will be conclusively presumed that the .Disclosing.Party certified to the above statements.

12. To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a complete list ofall current employees of the Disclosing Party who were, at any time during the 12-month period preceding the date of this EDS, an employee, or elected or appointed official, ofthe City of Chicago (if none, indicate with "N/A" or "none").




13. To the best ofthe Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all gifts that the Disclosing Party has given or caused to be given, at any time during the 12--mbnth period preceding the execution date of this EDS, to an employee, or elected or appointed official, of the-City of Chicago. For purposes of this statement, a "gift" does not include: (i) anything made generally available to City employees Or to the general public, or (ii) food or dcink provided in the course ofofficial City business and having a retail value of less than $25 per recipient, or (iii) a political contribution otherwise duly reported as requited by law (if none, indicate with "N/A" or "none"). As to any gift listed, below, please also list the riamecf the City recipient.
_ .. Nlft



C. CERTIFICATION OF STATUS AS FINANCIAL INSTITUTION
The Disclosing Party certifies that the Disclosing Party (check one)
[ ] is G$ is not

a "financial institution" as defined in MCC Section 2-32?455(b).
Ifthe Disclosing Party IS a financial institution, then the Disclosing Party pledges.:

"We are not and, will hot become a predatory lender as defined in MCC Chapter 2t3_2. We further pledge that none of our affiliates is, and none of them will become, a predatory lender as defined, in MCC Chapter 2.-32. We understand that becoming a predatory lender or. becoming an affiliate of a predatory lender may result in the loss ofthe privilege:df doing business with the City."

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If the Disclosing Party is, unable to make this pledge because itor any of its affiliates (as defined in MCC Sec.tion 2-32-455(b)) is a predatory lender within the meaning of MCC Chapter 2-32, explain here (attach additional pages if necessary):
\*\*



Ifthe letters. "NA," the word, "None," or no respons&appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.

D. CERTIFICATION REGARDING FINANCIAL INTEREST IN CITY BUSINESS

Any words or terms defined in MCC Chapter 2-156 have the same meanings if used in this Part D.
In accordance with MCC Section 2-156-110: To the best ofthe Disclosing Party's knowledge after reasonable inquiry, does any official or employee of the City have a financial interest in his or her own name or in the name of any other person or entity in the Matter?

[]Yes IXlNo

NOTE: If you checked "Yes" to Item D(l ), proceed to Items D(2) and D(3). If you checked "No" to Item D(l ), skip Items D(2) and D(3) and proceed to Part E.
Unless sold pursuant to a process of competitive bidding, or otherwise permitted, no C ity elected official of employee shall have a financial interest in his or her own name or in the name of any other person or entity in the purchase of ariy property that (i) belongs to the City, or (ii) is sold for taxes or assessments, or (iii) is sold by virtue of legal process at thesuit of the City (collectively, "City Property Sale"). Compensation for property taken pursuant to the City's eminent domain
po wer does not constitute a financial interest within the meaning of this Part D.
Does the Matter involve a City Property Sale? []Yes MNo
If you checked "Yes" to Item D(l), provide the names and business addresses of the City officials or employees having such financial interest and. identify the nature of the financial interest:

Name Business Address Nature of Financial. Interest






4. The Disclosing Party further certifies that no prohibited financial interest in the Matter will be acquired by any City official or employee.

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E. CERTIFICATION REGARDING SLAVERY ERA BUSINESS

Please check-either (1) or (2) below. If the Disclosing Party checks (2), the Disclosing Party must disclose below, or in an attachment to this EDS all information required by (2). Failure to comply with these disclosure requirements may make any contract entered into with the City in connection with the Matter voidable by the City.

X ,1. The Disclosing Party verifies that the Disclosing Party has searched any and all records, of the Disclosing Party and any and all predecessor entities regarding records of. investments or profits from slavery or slaveholder insurance policies during the slavery era. (including insurance policies issued to slaveholders that provided coverage for damage to or injury or death of their slaves), and the Disclosing Party has found no such records.

2. The, Disclosing Party verifies that, as a result of conducting the search in step (1) above, the
Disclosing Party has found records of investments or profits from slavery or slaveholder insurance policies. The Disclosing Party verifies that the following constitutes full disclosure of all such records, including the names of any and all slaves or slaveholders described in those records:






SECTION VI - CERTIFICATIONS FOR FEDERALLY FUNDED MATTERS

NOTE: Ifthe Matter is federally funded, complete this Section VI. Ifthe Matter is not federally funded, proceed to Section VII. For purposes .of this Section VI, tax credits allocated by the City and proceeds of debt obligations of the City are not federal funding.

A. CERTIFICATION REGARDING LOBBYING

1. List below the names of all persons or entities registered under the federal Lobbying Disclosure Act of 1995;, as amended, who have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter: (Add sheets if necessary):





(If no explanation appears or begins on the lines above, or ifthe letters "NA" or if the word "None" appear, it will be conclusively presumed, that thepisclosing Party means that NO persons or entities registered under the Lobbying Disclosure. Act of 1995, as amended, have made lobbying contacts on behalf of the.Disclosing Party with respect to the Matter.)

2. The Disclosing Party has not spent and will hot expend any federally appropriated funds to pay
any person or entity listed in paragraph. A(l) above for his or her lobbying activities or to pay any
person or entity to influence or attempt to influence an officer or employee, of any agency, as defined
by applicable federal law, a member of Congress, an officer or employee of Congress, or an employee
Yer.2018rl Page 9 of 15

of a member of Congress, in connection with the award of any federally funded contract, making any federally funded grant or loan, entering into any cooperative agreement, or to extend, continue, renew, amend, or modify any federally funded contract, grant, loan, or cooperative agreement.
The Disclosing Party will submit an updated, certification at the end of each calendar quarter in which there occurs any event that materially affects the accuracy of the statements and information set forth in. paragraphs: A(l) and A(2) above.
The Disclosing Party certifies that either: (i) it is not an organization described in section 501(c)(4) ofthe Internal Revenue Code of 1986; or (ii) it is an organization described in section 501(c)(4) ofthe Internal Revenue Code of 1986 but has not engaged and will not engage in "Lobbying Activities," as that term is defined in the Lobbying Disclosure Act of 1995, as amended.
Ifthe Disclosing Party is the Applicant, .the Piscjosing Party must obtain certifications equal in form and substance to paragraphs A(l) through A(4) above from all subcontractors before it awards any subcontract and the Disclosing Party must maintain all such subcontractors' certifications for the duration ofthe Matter and must make such certifications promptly available to the City upqnrequest.

B. CERTIFICATION REGARDING EQUAL EMPLOYMENT OPPORTUNITY

If the Matter is federally funded, federal regulations require the Applicant and all proposed subcontractors to submit the following information with their bids or in writing at the outset of negotiations.

Is the Disclosing Party the Applicant?
[ ] Yes [ ]No

If "Yes," answer the three questions below:
Have you developed and do you have on file affirmative action programs pursuant to applicable federal regulations? (See 41 CFR Part 60-2.)
[ ] Yes [ ] No
Have you filed with the Joint Reporting Committee, theDirector of the Office of Federal Contract Compliance^Programs, or the Equal Employment Opportunity Commission all reports due under the applicable filing requirements?
[ ] Yes [ ] No [ ] Reports not required
Have you participated in any previous contracts or subcontracts subject to the equal opportunity clause?
[ ] Yes []No
If you checked "No" to question (1) or (2) above, please provide an explanation:




Page 10 of 15

SECTION VU - FURTHER ACKNOWLEDGMENTS AND CERTIFICATION

The Disclosing Party understands and agrees that:
The certifications, disclosures, and acknowledgments contained in this EDS will become part of any contract or other agreement between the Applicant and the City in connection with the Matter, whether procurement, City assistance, or other City action, and are material inducements to the City's execution of any contract or taking other action with respect to the Matter. The Disclosing Party understands that it must comply with all statutes, ordinances, and regulations on which this EDS is based.
The City's Governmental Ethics Ordinance, MCC Chapter 2-156, imposes certain duties, and obligations on persons or entities seeking City contracts, worjc, business, or transactions. The full text of this ordinance and a training program is available on line atwww.cityofchicago.org/Ethics . and may also be obtained from the City's Board of Ethics, 740 N. Sedgwick St., Suite 500, Chicago, IL 60610, (312) 744-9660. The Disclosing Party must comply fully with this ordinance.
Ifthe City determines that any .information provided in this EDS is false, incomplete or inaccurate, any contract or other agreement in connection with which it is submitted may be rescinded or be void or voidable, and the City may pursue any remedies under the contract or agreement (if not rescinded or void), at law, or in equity, including terminating the Disclosing Party's participation in the Matter and/or declining to allow the Disclosing Party to participate in other City transactions. Remedies at law for a false statement of material fact may include incarceration and an award to the City of treble damages.
It is the City's policy to make this document available to the public on its Internet site and/or upon request. Some or all ofthe information provided in, and appended to, this EDS may be made publicly available on the Internet, in response to a Freedom of Information Act request, or otherwise. By completing andsigning-this EDS, the Disc losing-Party waives and releases any possible rights or claims which it may haye against the City in connection with the public release of information contained in. this EDS and also authorizes the-City to verify the accuracy of any information submitted in thisJEDS.
The information provided in this EDS must be kept current In the event of changes, the Disclosing Party must supplement this EDS up to the time the City takes action on the Matter. Ifthe Matter is a. contract being handled by the City's Department of Procurement Services, the Disclosing Party must update this; EDS as the contract requires. NOTE: With respect to Matters subject to MCC Chapter 1-23, Article I (imposing PERMANENT INELIGIBILITY for certain specified offenses), the information provided herein regarding eligibility must be kept current for a longer period, as required by MCC Chapter 1-23 and Section.2-154-020, "








Ver.2018-1 Page ll o.f 15
CERTIFICATION

Under penalty of perjury, the person signing below: (1) warrants that he/she is authorized to execute this EDS, and all applicable Appendices, on behalf ofthe DisclosingParty, arid (2) warrants that all certifications and statements contained in this EDS, and all applicable Appendices, are true, accurate and complete, as ofthe date furnished to the City.

(Print or type name of person signing)





_ County,


Notary Public


Commission expires:


















Page 12 of 15




i
CALIFORNIA JURAT WITH AFFIANT STATEMENT

il See Attached Document (Notary to cross out lines 1-6 below)
? See Statement Below (Lines 1-6 to be completed only by document-signer[s], not Notary)











Signature of Document Signer No. 2 (if any)
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

2l
day
on this by

Subscribed and sworn to (or affirmed) before me
Of .JlfW^.
Date
20
Month Year



NameJ^of SignehQ


proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me;
Signature.
Q JU~ ^ «Signature of Notary Public

Seal -Plac&Notary Seal Above
OPTIONAL
Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. /. Description of Attached Document
Title or Type:of Document: Qej4^pfC4Anl&~y j *^ Document baS^f_Ljo.
Number of Pages'? ^ Sigher(s) Other Than V

©2014 National Notary Association • www.NatiprialNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5910

CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX A

FAMILIAL RELATIONSHIPS WITH ELECTED CITY OFFICIALS AND DEPARTMENT HEADS

This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5%. It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.

Under MCC Section.2.-154-015, the Disclosing Party must disclose whether such Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently has a "familial relationship" with any elected city official or department head. A "familial relationship" exists if, as of the date this EDS is signed, the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof is related to the mayor, any alderman, the city cjerk, the city treasurer or any city department head as spouse or domestic partner or as any of the following, whether by blood or adoption: parent, child, brother or sister, aunt or uncle, niece or nephew, grandparent, grandchild, father-in-law, mother-in-law, son-in-law, daughter-in-law, stepfather or stepmother, stepson or stepdaughter, stepbrother or stepsister or half-brother or half-sister.

"Applicable Party" means (1) all executive officers ofthe Disclosing Party listed in Section II.B.l.a., ifthe Disclosing Party is axorppration; all partners ofthe Disclosing Party, ifthe Disclosing Party is a general partnership; all general partners and limited partners ofthe DisclosingParty, if the Disclosing Party is a limited partnership; all managerSj managing members.and members of the Disclosing Party, if the Disclosing Party is a limited liability company; (2) all principal officers ofthe Disclosing Party; and (3) any person having more than a 7.5% ownership interest in the Disclosing Party. "Principal officers" means the president, chief operating officer, executive director, chief financial officer, treasurer or secretary of a legal entity Or any person exercising similar authority.

Does the DisclosingParty or any "Applicable Party" or any Spouse or Domestic Partner thereof currently have a "familial relationship" with an ejected city official or department head?

[]Yes [>fl No

If yes, please identify below (1) thename-and title of such person, (2) the name ofthe legal entity to which such person is connected; (3) the name and title of the elected city official or department head to whom such person has a familial relationship, and (4) the precise nature ofsuch familial relationship.










Page 13 of 15'




I
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX B

BUILDING CODE SCOFFLAW/PROBLEM LANDLORD CERTIFICATION

This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7,5% (an "Owner"). It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Pursuant to MCC Section 2-154-010, is the Applicant or any Owner identified as a building code scofflaw or problem landlord pursuant to MCC Section 2-92-416?

[]Yes DIfthe Applicant is a legal entity publicly traded on any exchange, is any officer or director of the Applicant identified as a building code scofflaw or problem landlord pursuant to MCC Section 2-92-416?

[ ] Yes [ ] No JX1 The Applicant is not publicly traded on any exchange.
If yes to (1) or (2) above, please identify below the name of each person or legal entity identified as a building code scofflaw or problem landlord and the address of each building or buildings to which the pertinent code violations apply.

























Page 14 of 15

CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFD3AVIT
APPENDIX C

PROHIBITION ON WAGE& SALARY HISTORY SCREENING - CERTIFICATION

This Appendix is to be completed only by an Applicant that is completing this EDS as a "contractor" as defined in MCC Section 2-92-385. That section, which should be consulted (www.amfegal:com >. generally covers a party to any agreement pursuant to which they: (i) receive City of Chicago funds in consideration for services, work or goods provided (including for legal or other professional services), or (ii) pay the City money for a license, grant or concession allowing them to conduct a business on City premises.

On behalf of an Applicant that is a contractor pursuant to MCC Section 2-92-385,1 hereby certify that the Applicant is in compliance, with MCC Section 2-92-385(b)(l) and (2), which prohibit: (i) screening job applicants based on their wage or salary history, or (ii) seeking job applicants' wage or salary history from current or former employers. I also certify that the Applicant has adopted.a policy that includes those prohibitions.
(XI Yes [ ]No
[ ] N/A -1 am not an Applicant that is a "contractor" as defined in MCC Section,2.-92-385. This certification shall serve as the affidavit required by MCC Section 2-92-385(c)(l). If you checked "np" to the above, p lease-explain.






















Page 15 of IS

Exhibit 10
Airport Concessions Program Handbook


All notices or communications from Licensor to the Licensee must be addressed to :

Company Name:
Attn:
Mailing Address:

Overight Address (if different)




With copies to:
Name:
Title:
Mailing Address:

Overnight Address (if different):




Note: It is the responsibility of the Licensee to notify Licensor of any changes or updates to the above.
Exhibit 10
Airport Concessions Program Handbook






AIRPORT CONCESSION PROGRAM HANDBOOK




*CDA
CHICAGO DEPARTMENT OF AVIATION 3^C






CITY OF CHICAGO DEPARTMENT OF A VIA TION









|10
10|2021 Concessions Program Handbook
TABLE OF CONTENTS


INTRODUCTION


THE CONCESSIONS PROGRAM


THE MONITORING PROGRAM


THE PRE-MONITORING PROCESS


KEY ELEMENTS OF THE MONITORING PROGRAM


SUMMARY


APPENDICES:
PHYSICAL INSPECTION STANDARDS
CONCESSION INSPECTION FORMS
FINANCIAL AUDIT STANDARDS
CONCESSIONS OPERATING STANDARDS
LISTING OF KEY DEPARTMENT OF AVIATION PERSONNEL
LISTING OF KEY CONCESSIONS MANAGEMENT PERSONNEL
RULES AND REGULATIONS












|1010|
INTRODUCTION:

The City of Chicago ("City") and the Chicago Department of Aviation ("CDA") welcome you to the family of concessionaires operating at the City's airports. Your concession represents an excellent business and professional opportunity to serve the traveling public as well as operate a profitable enterprise. In order to ensure quality and uniformity among all concessions, we have designed a Concessions Program that is outlined in this handbook. It is important that you review and adhere to these standards as they will serve as tools for the successful operation of your concession.

It should be noted that not all concessions are alike, and the following are designed to apply generally to al! concessions. Some elements of the following may or may not apply to specific concessions and/or circumstances. CDA understands these differences and will work with each concession to address specifics of the following program, however, each concessionaire should adhere to all of the following that apply. Ultimately, it is at the City's sole discretion at to which do and do not apply and/or which can be modified with the mutual agreement of the Concessionaire to address all of the following.

THE CONCESSIONS PROGRAM:

The CDA's Airport Concessions Program serves as the primary resource to meet the needs of the traveling public with regard to the provision of quality, reasonably-priced goods and services at Chicago's airports. To this end, CDA is further responsible for the outreach, selection, coordination and monitoring of concessionaires. In order to fulfill these responsibilities, CDA has several functional units that, as part of their overall duties, operate as liaisons to prospective and existing concessionaires. The primary units and their concession-related functions are as follows:

CDA UNIT FUNCTIONS
Commissioner's Office Policy generation and resolution.

Managing Deputy Overall coordination of revenue, finance, bonding,
insurance,
Commissioner property management and concessions functions/issues including
merchandising plans, outreach, proposal generation
and evaluation, contract negotiation, and overall
coordination and processing.

Assistant Commissioner Assist in overseeing Concessions, the monitoring
program and general airport guidelines.

Concession Management Entity retained by the CDA to assist in overseeing Representative ("CMR") Concessions, including construction of Improvements
at the airport.

Planning/Coordinating Architects Plan and design review; construction coordination and
monitoring.

Finance/Revenue Financial reporting, review and auditing.

i
Security Coordination of security identification and other related issues.
























































i
THE MONITORING PROGRAM:

The Monitoring Program is designed to provide a process to ensure that concessions operating in the Airports comply with the ordinances and policies of the City, provisions of their respective Lease Agreements and specific airport guidelines as established by the CDA. The primary areas that will be reviewed include financial commitments, maintenance of concession space(s), licensing (where required), and overall adherence to the provisions of the Lease Agreement.

The intent of the Monitoring Program is to benefit the traveling public and other airport visitors, concessionaires and the City.


THE PRE-MONITORING PROCESS:

After a prospective concession is selected by CDA there are five stages that precede the commencement of the Monitoring Program.

STAGE 1 - CITY COUNCIL APPROVAL

Upon completing lease negotiations with the concessionaire, CDA forwards the lease agreement ("Agreement"), signed by the Tenant, to the City's Law Department. After the Law Department's review of the form and legality of the proposed concession agreement, the proposed tenant is introduced to the full City Council. City Council sends the Agreement to the Aviation Committee for review. The Aviation Committee approves, rejects or requests further information. Once approved by the Aviation Committee, the recommendation is forwarded to the full City Council for final approval. In most cases, recommendations submitted to the full Council by Committee are ratified, usually at the next meeting. This approval is documented in the "Journal of Proceedings." The documented approval and contract are then forwarded to the Mayor and other pertinent City departments for execution.


STAGE 2 - LEASE AGREEMENT

The Lease Agreement outlines a concessionaire's contractual relationship with the City. It delineates the responsibilities, expectations and the requirements of both parties, financial and non-financial. During negotiation of the terms of the agreement, you will have cause to interact with individuals from the CDA and the CMR Office. The Managing Deputy Commissioner of Concessions will oversee the processing of the Lease Agreement as well the Monitoring Program.

STAGE 3 - DESIGN APPROVAL

All concessionaires must submit a conceptual, schematic drawing which shows the general design ofthe unit. The Planning and Architecture departments will review the concept, and if the approval is given, a letter will be sent giving conceptual approval and requesting 100% architectural drawings including a complete materials board, plans and specifications so the plans meet the CDA requirements and aesthetic appeal. Upon providing approval ofthe 100% plans, Architecture will send a letter to the concessionaire giving authority to apply to the City Buildings Department for building permits. In no case may construction begin prior to the receipt of this approval. The Planning Unit will also monitor construction in progress.

STAGE 4 - PRE-CONSTRUCTION APPROVAL

Prior to construction, each concession will meet with the CMR for the purpose of providing the concessionaire with general airport construction guidelines. Examples of these guidelines are locations and times for pick-ups, deliveries, refuse disposal, elevator usage, and badging.

Following the operations meeting, the CMR will schedule a pre-construction meeting with CDA. Prior to the meeting, the General Contractor for the project will submit all documents, permits and approvals to CDA for review. Construction may begin following approval at the pre-construction meeting.

STAGE 5 - CONSTRUCTION

After the contract is finalized, each concessionaire has a specified period to commence and complete construction based on approved design and construction specifications. During this period each concessionaire has the responsibility to expeditiously begin and obtain all necessary approvals, licenses, insurances, etc. Each concessionaire should maintain communication with the CMR during the process to ensure that all construction and licensing requirements are addressed in a timely fashion. It is important that the concession be open to the public within the time parameters specified in the Agreement.

KEY ELEMENTS OF THE MONITORING PROGRAM:

The Concessions Monitoring Program consists of three primary elements: operations reviews, audits and pricing reports. Operations reviews will be conducted on an ongoing basis by the CMR. The operations review form in Appendix 2 will provide a frame work for this component of the Monitoring Program.

Financial and compliance audits will be conducted on an annual and periodic basis, respectively. Financial audits will review all financial, bonding and insurance related requirements.

As specified in the Agreement, each concession shall submit an annual pricing report.


PHYSICAL INSPECTIONS|1010|



i
The Monitoring Process will include ongoing site inspection of each concession site by the CMR. Typical inspections will consist of reviews of facilities, general maintenance, employee practices, product/price conformity and space utilization. Inspection staff will use the CMR Operation Review Form (Appendix 2) to record their findings and observations. Reviews will be sent to the concession manager for review and follow-up on all review items. Non-compliance could result in liquidated damages being levied and/or commencement of default proceedings, dependent upon the nature ofthe violation.

FINANCIAL AUDITS
In accordance with the provisions of the standard Concession Lease Agreement, CDA reserves the right to require a certified public and/or City audit of all books, ledgers, journals, accounts and records of its concessions.

COMPLIANCE AUDITS
On a regular basis, the CDA will review compliance with insurance coverage, financial commitments and financial reporting requirements. Non-compliance could result in liquidated damages being levied and/or commencement of default proceedings, dependent upon the nature ofthe violation. Additionally, compliance with ACDBE Special Conditions will be audited.

SECRET SHOPPING
The CDA, from time to time, may hire an outside contractor to perform "secret shopping" and evaluate employee performance of each concession location. Such reviews shall be used to monitor customer service and cash handling procedures among other things.

SUMMARY:

The Monitoring Program will provide a basis of uniformity to all concessions. Adherence to the Concession Lease Agreement as well as the elements of this Handbook will contribute to the successful operation of your business.

The following Appendices will further delineate additional information/requirements stated above.























i
APPENDIX 1

PHYSICAL INSPECTION STANDARDS:


FACILITY MAINTENANCE STANDARDS

ITEMS:
Overall appearance
Cleanliness of counters, displays, floors, fixtures, equipment, etc. Litter management/control Pest control

STANDARD:
Clean and neat to the eye.
Free of dust and litter upon inspection.

ACTION:
Expect employees to clean/dust/sweep/vacuum/mop daily. Utilize covered metal waste receptacles. Have waste receptacles in high traffic areas.
Empty waste receptacles into designated compactor areas on a regular basis.
Have grease traps serviced and cleaned as often as necessary.
Instruct employees to look for and clean problem areas.
Provide for regular pest control service to sales and storage areas.
Have a plan/system for emergency clean-ups and replacement of broken or worn fixtures.
Report any damage to the premises to CDA and your insurance company (if
applicable)
immediately.

ITEMS:
Lease line maintenance "Pop-out" areas

STANDARD:
All customer lines must be maintained within the Leased area.
Merchandise and displays must be maintained within the Leased area.
Solicitation and sampling must be maintained within the Leased area.
Only CDA approved fixtures may be placed in the pop-out area (if so designated in the
Agreement) at the front of the space.

ACTION:
Train employees to direct customer lines so they do not spill out into the public corridor. Review tenant design criteria for approved merchandising and fixtures. Obtain written approval from CDA prior to adding or removing any merchandise fixtures or other objects within the pop-out area.

|1010|



i
ITEMS:
Altering of layout
Ren o vatio ns/co n stru ctio n
Signage/advertising

STANDARD:
Written approval, prior to action, by the Commissioner of Aviation. ACTION:
Consider areas for improving the concession location either from layout changes or renovation.
Submit requested changes for approval with appropriate drawings, etc., to the CMR prior
to initiation of the changes.
All signs must be professionally produced.
All signs and sign holders must be kept clean and in good repair.
All signs must be pre-approved by the Commissioner or a representative of the Commissioner.

ITEMS:
Properly functioning equipment

STANDARD:
Preventative maintenance program.
Ongoing, reliable, licensed source for immediate repairs.

ACTION:
Have employees' spot check all equipment for possible malfunction. Maintain a back-up/alternative plan. Repair equipment as soon as possible.

EMPLOYEE STANDARDS

ITEMS:
Courteous and professional appearance Proper dress
Proper identification including CDA security badge Customer Service
Attend customer service meetings, as offered STANDARD:
Employees should be polite and courteous to the traveling public. Employees must wear clean and neat uniforms or approved attire. Employees must not eat while on duty.
Employees must display a CDA issued security badge in addition to any other employee identification. Only badged employees may work in the secured portion ofthe airport.


|1010|
Employees must be familiar with the Merchant Handbook. Employees are to offer general public services:
-Making change
-Giving directions

ACTION:
Train employees in proper customer service techniques using the Merchant Handbook provided to all companies.
Give all new employees airport tours so they are familiar with the airport layout and available services.
Encourage employees to be polite and courteous.
Provide necessary employee breaks to discourage eating while on duty.
Supply employees with uniforms or at least a written standard, if they are responsible for
their own, as well as guidelines for proper maintenance of the uniform.
Supply employees with company identification.
Obtain CDA security badges for all employees.
Supply employees with a company policies and procedures manual so that they know what is expected of them.

ITEMS:
Sanitary handling of foods/beverages
Proper cleaning and maintenance of food areas

STANDARD:
Employees must handle food in a safe and sanitary manner.
Employees must comply with all company and governmental health regulations and Lease requirements.

ACTION:
Provide explicit instructions to employees on the safe and sanitary handling of foods. Obtain and post proper instructions regarding health information available from City, State and Federal sources.
Provide explicit instructions for cleaning food areas in a manner that will not possibly lead to any harmful contamination.
A Certified Food Manger must be on-site during food preparation. A Safe Food Handling Certificate must be posted.

PRODUCT STANDARDS

ITEMS:
Selling of authorized products only Adequate inventory level Proper/professional approved signage Merchandising Product pricing


|10 10|
STANDARD:
Only authorized products can be sold as determined in the Lease Agreement. Only use professionally produced or printed signage as approved by CDA. Merchandising permitted only within the confines of the locations, unless as authorized in writing, by CDA.
Must adhere to Value Pricing as provided in the Lease Agreement. ACTION:
Use professionally produced, approved signage only.
Consider innovative ways to merchandise your products/services.
Obtain written approval from the Commissioner of Aviation prior to implementing
merchandising that will go beyond the confines of your space or that is outside of the terms
of the Lease Agreement.
Maintain adequate inventory levels.
Notify the Department when adding, deleting or changing merchandise or changing prices.
Maintain pricing as provided in the Lease Agreement. AUXILIARY SPACE STANDARDS ITEM:
Storage Area
Corridors, common areas
Pick-up, delivery and disposal

STANDARD:
Safe use of storage space.
Proper storage of potentially flammable items in accordance with fire codes. Provide adequate ingress and egress within storage space. Clear aisles and corridors.
Pick-ups and deliveries during designated hours at designated locations as determined by CDA.
Refuse disposal during designated hours at designated locations as determined by CDA.

ACTION:
Use storage space wisely.
Maintain a system providing for access by authorized personnel only. Report any tampering with or malfunctioning of security locks, gates, etc. Keep corridors and common areas free of debris, trash, carts and stock. Provide pest control service on a regular basis. Refrain from using luggage carts for deliveries. Dispose of refuse during designated hours.












i
APPENDIX 2

CONCESSIONS INSPECTIONS ARE DOCUMENTED USING THE CHICAGO DEPARTMENT OF AVIATION'S AIRPORTWARE RETAIL MANAGEMENT SYSTEM FOR AIRPORTS



























Airport Concessions Program Handbook Page 11 Rev. 07/30/2020

F&B Storage
Dishwashing Area: {<¦¦ iXfe'V.'i, Is Dishwashing Area Dry and Clean?
Debris on floor in dishwash area
Standing water in dishwash area

Are Maintenance Audits Posted and Filled Out? Are Prices Prominently Marked or Signed? Is the Business License on-site? Is the Food Handlers' Certificate Log on-site? Is the Food Temp Log on-site?
Food Temps have not been taken/Temps okay Is the Health Department Inspection Report Posted? Is the Pest Control Log on-site?

Are Refrigerator/Freezer Temps Okay and in Good Repair?
Cooler needs repair
External Temp gauges not working
Freezer needs repair
Inside of Cooler/Refrigerator/Freezer needs cleaning
Outside Doors of Refrigerator/Freezer needs cleaning
Refrigerator needs repair Are Soda and Condiment Stations Clean and Maintained?
Needs detail cleaning Is Cash Register Clean and Maintained? Is Grill/Cook Line Equipment Clean?
Equipment needs detail cleaning Is Ice Machine Clean and in Good Repair?
Leaking/needs repair
Mold

Are Blade, Facia, and Sign Holders in Good Condition? Are Hours of Operation Posted? Are Signs/Items Infringing on Corridor? Is Facade Clean and Maintained? Is the Exterior in Good Condition?
iVlnterior , ¦' \ *• ¦ =' ¦ ; '- y'. . '
Are Ceilings/Walls/Floors Clean and Maintained? Are Counters Clean and Maintained? Are Fixtures and Furniture Clean and Maintained? Are Light Fixtures and Lights Clean and Maintained? Are Supplies/Product Raised off the Floor? Are Trash Receptacles Clean and Maintained? Is Bar Area Clean and Maintained? Is Cash Wrap Clean, Free of Debris, and Maintained? Is Front of House/Dining Area Clean and Maintained? Is there Adequate Circulation Space for Passenger Traffic?
I Merchandise/Product . , . .
Are Merchandise/Product Levels Adequate?

SestCon^^
Is there Pest Evidence?
Flies
Mice
Mouse Droppings
Roach Droppings
Roaches
rslfe^ood Handling gP^F*^^ Does all Food Appear to be Fresh? Is Safe Food Handling Practiced?
Food Product
Personal
Is the Food Service Manager on-site?

Are C02 Tanks Secured?
Are Cleaning Supplies Segregated from Merchandise/Product? Are Exit Sign in Good Condition?
Is Fire Safety Equipment tagged, marked, and unobstructed? (Fire Extinguisher, Ansul System, Sprinkler, Egress, Electrical)
gfrnKs^^
Are Floor Drains clean?
Drains need cleaning
Drains need cover/screen Hot Water?
Is 3 Compartment Sink working properly?
3-Comp. Sink not draining properly
Clean Grease and debris around grease trap
Grease trap needs cleaning
Grease trap needs to be sealed
Leaking/needs to be sealed
Standing water
Is Hand Sink working properly?
Hand Sink not draining properly
Leaking/needs to be sealed
Standing water
Water is not reaching Temp (110) Is Mop Sink working properly?
Leaking/needs to be sealed
Mop Sink not draining properly
Mops not hung properly
Standing water
u otan - i»V. j^.^r f - j&z^S&S&^^/'-'f-r* „ Vi t&.»,i .udtAl j-. ¦• : ii^iJ
Are All Sales Being Rung Appropriately?
Are Cash Handling Employees working in the Food Prep Area?
Are Employee IDs Visible Above the Waist?
Are Employees Courteous, Informed, and Greeting Customers?
Are Employees Eating or on the Phone?
Are Employees Wearing Appropriate Attire?
Are Off-Shift Staff Affecting On-Shift Staff?






13

I Monthly F&B
Dishwashing Area^-ii^j; ; ...:^.LL.j ;.J
Is Dishwashing Area Dry and Clean?
Debris on floor in dishwash area
Standing water in dishwash area
£"Do"c1jn^
Are Maintenance Audits Posted and Filled Out? Are Prices Prominently Marked or Signed? Is the Business License on-site? Is the Food Handlers' Certificate Log on-site? Is the Food Temp Log on-site?
Food Temps have not been taken/Temps okay Is the Health Department Inspection Report Posted? Is the Pest Control Log on-site?

Are Refrigerator/Freezer Temps Okay and in Good Repair?
Cooler needs repair
External Temp gauges not working
Freezer needs repair
Inside of Cooler/Refrigerator/Freezer needs cleaning
Outside Doors of Refrigerator/Freezer needs cleaning
Refrigerator needs repair
Are Soda and Condiment Stations Clean and Maintained?
Needs detail cleaning
Is Cash Register Clean and Maintained? Is Grill/Cook Line Equipment Clean?
Equipment needs detail cleaning
Is Ice Machine Clean and in Good Repair?
- Leaking/needs repair -Mold

Are Blade, Facia, and Sign Holders in Good Condition?
Are Hours of Operation Posted?
Are Signs/Items Infringing on Corridor?
Is Facade Clean and Maintained?
Is the Exterior in Good Condition?
, Interior .a.;^".- ¦ V ,.'. . ''/ - ,X " ,.'. ' -? ' " ¦'
Are CeilingsA/Valls/Floors Clean and Maintained?
Are Counters Clean and Maintained?
Are Fixtures and Furniture Clean and Maintained?
Are Light Fixtures and Lights Clean and Maintained?
Are Supplies/Product Raised off the Floor?
Are Trash Receptacles Clean and Maintained?
Is Bar Area Clean and Maintained?
Is Cash Wrap Clean, Free of Debris, and Maintained?
Is Front of House/Dining Area Clean and Maintained?
Is there Adequate Circulation Space for Passenger Traffic?





14



i
gi^han^s^odu^
Are Merchandise/Product Levels Adequate?
r~Pest Contr"o"T> .- - ' . k'."^- t ' l»A"""3g .¦i'gfr.;;.^". '°v - ^T"" .¦¦" t ' /I
Is there Pest Evidence?
Flies
Mice
Mouse Droppings
Roach Droppings
Roaches

Does all Food Appear to be Fresh? Is Safe Food Handling Practiced?
Food Product
Personal
Is the Food Service Manager on-site?
:-,:;SafetyJ?ejqmre^ Are C02 Tanks Secured?
Are Cleaning Supplies Segregated from Merchandise/Product? Are Exit Sign in Good Condition?
Is Fire Safety Equipment tagged, marked, and unobstructed? (Fire Extinguisher, Ansul System, Sprinkler, Egress, Electrical)
;Sih«iM^ Are Floor Drains clean?
Drains need cleaning
Drains need cover/screen Are Sinks draining properly? Hot Water?
Is 3 Compartment Sink working properly?
3-Comp. Sink not draining properly
Clean Grease and debris around grease trap
Grease trap needs cleaning
Grease trap needs to be sealed
Leaking/needs to be sealed
Standing water
Is Dishwashing Area Dry and Clean?
Debris on floor in dishwash area
Standing water in dishwash area Is Hand Sink working properly?
Hand Sink not draining properly
Leaking/needs to be sealed
Standing water
- Water is not reaching Temp (110) . Is Mop Sink working properly?
Leaking/needs to be sealed
Mop Sink not draining properly
Mops not hung properly
Standing water
CJstaff '_r_ij_ • ¦ •iK'"- ¦.-:' "• :„ilL L:.__l. . i_J
Are All Sales Being Rung Appropriately?
Are Cash Handling Employees working in the Food Prep Area?
Are Employee IDs Visible Above the Waist?
Are Employees Courteous, Informed, and Greeting Customers?
Are Employees Eating or on the Phone?
Are Employees Wearing Appropriate Attire?
Are Off-Shift Staff Affecting On-Shift Staff?
15


I Retail . ... _ _
\ Documents/Logs .3
Are Maintenance Audits Posted and Filled Out?
Are Prices Prominently Marked or Signed? Is the Business License on-site? Is the Food Temp Log on-site?
- Food Temps have not been taken/Temps okay Is the Pest Control Log on-site?

Are Refrigerator/Freezer Temps Okay and in Good Repair?
Cooler needs repair
External Temp gauges not working
Freezer needs repair
Inside of Cooler/Refrigerator/Freezer needs cleaning
Outside uoors of Refrigerator/Freezer needs cleaning
Refrigerator needs repair
Is Cash Register Clean and Maintained?

Are Ceilings/Walls/Floors Clean and Maintained?
Are Counters Clean and Maintained?
Are Fixtures and Furniture Clean and Maintained?
Are Light Fixtures and Lights Clean and Maintained?
Are Supplies/Product Raised off the Floor?
Are Trash Receptacles Clean and Maintained?
Is Cash Wrap Clean, Free of Debris, and Maintained?
Is Front of House/Dining Area Clean and Maintained?
Is there Adequate Circulation Space for Passenger Traffic?
^Merchandise/Product ¦' , , ¦ * ' ,.¦ : ' . : ',¦ il_,„..- •. '
Are Merchandise/Product Levels Adequate?
!; Pest Controi \ . ' - ¦¦ - , ¦¦'¦>¦¦¦¦¦•¦¦•¦ ¦ ¦ : ... ¦'¦ ',- • °wJ
Is there Pest Evidence?
Flies
Mice
Mouse Droppings
Roach Droppings
Roaches
L Safety Requirements _: c ; _j
Are Cleaning Supplies Segregated from Merchandise/Product? Are Exit Sign in Good Condition?
Is Fire Safety Equipment tagged, marked, and unobstructed? (Fire Extinguisher, Ansul System, Sprinkler, Egress, Electrical)
r"staff ' ~~" " ~ """"" '¦ : 1
Are Employee IDs Visible Above the Waist?
Are Employees Courteous, Informed, and Greeting Customers?
Are Employees Eating or on the Phone?
Are Employees Wearing Appropriate Attire?
-j
16
Retail Storage
Documents/Logs
Are Maintenance Audits Posted and Filled Out? Are Prices Prominently Marked or Signed? Is the Business License on-site? Is the Food Temp Log on-site?
- Food Temps have not been taken/Temps okay Is the Pest Control Log on-site?
Equipment .
Are Refrigerator/Freezer Temps Okay and in Good Repair?
Cooler needs repair
External Temp gauges not working
Freezer needs repair
Inside of Cooler/Refrigerator/Freezer needs cleaning
Outside Doors of Refrigerator/Freezer needs cleaning
Refrigerator needs repair
Is Cash Register Clean and Maintained?
Exterior_ J„„_Jll_±:._L: Are Blade, Facia, and Sign Holders in Good Condition? Are Hours of Operation Posted? Are Signs/Items Infringing on Corridor? Is Fagade Clean and Maintained?
'Interior
Are Ceilings/Walls/Floors Clean and Maintained?
Are Counters Clean and Maintained?
Are Fixtures and Furniture Clean and Maintained?
Are Light Fixtures and Lights Clean and Maintained?
Are Supplies/Product Raised off the Floor?
Are Trash Receptacles Clean and Maintained?
Is Cash Wrap Clean, Free of Debris, and Maintained?
Is Front of House/Dining Area Clean and Maintained?
Is there Adequate Circulation Space for Passenger Traffic?
Merchandise/Product
Are Merchandise/Product Levels Adequate?
Pest Control
Is there Pest Evidence?
Flies
Mice
Mouse Droppings
Roach Droppings
Roaches
Safety Requirements
Are Cleaning Supplies Segregated from Merchandise/Product? Are Exit Sign in Good Condition?
Is Fire Safety Equipment tagged, marked, and unobstructed? (Fire Extinguisher, Ansul System, Sprinkler, Egress, Electrical)
"stiw :
Are Employee IDs Visible Above the Waist?
Are Employees Courteous, Informed, and Greeting Customers?
Are Employees Eating or on the Phone?
Are Employees Wearing Appropriate Attire?

17

I Weekly F&B
rDishwashing'Are^
Is Dishwashing Area Dry and Clean?
Debris on floor in dishwash area
Standing water in dishwash area
Documents/Logs' „'°. ; ¦; -.l.LL
Is the Food Temp Log on-site?
- Food Temps have not been taken/Temps okay Is the Pest Control Log on-site?
;: Equipment, * ;;j ¦¦¦ z •-¦ :¦¦¦¦ > f-A^i-'y'-. -Kxy. 'W^-k':,^ ^-y y^JXri. >¦¦<)
Are Refrigerator/Freezer Temps Okay and in Good Repair?
Cooler needs repair
External Temp gauges not working
Freezer needs repair
Inside of Cooler/Refrigerator/Freezer needs cleaning
Outside Doors of Refrigerator/Freezer needs cleaning
Refrigerator needs repair

Are Ceilings/Walls/Floors Clean and Maintained? Is Bar Area Clean and Maintained?

Is there Pest Evidence?
Flies
Mice
Mouse Droppings
Roach Droppings
Roaches
;> Safe Food Handling . r" " -.""" ;V .„ ; ¦ • -f-\".-¦, ;.> --i^ ^ " ""y""V; 77""""!
Is the Food Service Manager on-site?
" Safety Requirements
Are C02 Tanks Secured?-
Are Exit Sign in Good Condition?
Is Fire Safety Equipment tagged, marked, and unobstructed? (Fire Extinguisher, Ansul System, Sprinkler, Egress, Electrical)
¦Sinks/Plumbing/Drains
Are Floor Drains clean?
Drains need cleaning
Drains need cover/screen Hot Water?
Is 3 Compartment Sink working properly?
3-Comp. Sink not draining properly
Clean Grease and debris around grease trap
Grease trap needs cleaning
Grease trap needs to be sealed
Leaking/needs to be sealed
Standing water
Is Hand Sink working properly?
Hand Sink not draining properly
Leaking/needs to be sealed
Standing water
Water is not reaching Temp (110) Is Mop Sink working properly?

Leaking/needs to be sealed Mop Sink not draining properly Mops not hung properly Standing water
APPENDIX 3
FINANCIAL AUDIT STANDARDS:

In accordance with the provisions of most Concession Lease Agreements, CDA reserves the right to audit and review the records of each concession as they relate to the operation of the concession. Therefore, the following will serve as the standards and practices that will govern those audits/reviews.
Lease Fees
Each concessionaire shall submit the rent and fees in accordance with its Agreement. Records
Each concession is required to maintain true and accurate accounts, records, books and data recording all sales made and services performed on the premises for cash, credit or other conveyance including the gross receipts. The following represent appropriate practices that will reflect the prior stated requirements:

Maintenance of an internal control system (e.g. cash register, point of sale equipment) to insure proper reporting to the City.

Books, ledgers, journals, accounts and/or records must be maintained according to generally accepted accounting principles.

Each concession must provide timely submission of the audited "Statement of Sales and Fees" and annual audited financial statements based upon their individual reporting system.

Other items as required in the Agreement.

Insurances

The following insurances are customarily required during the terms of the Agreement and should be maintained at the levels specified by the Agreement:

Worker's Compensation Comprehensive General Liability Comprehensive Automobile Liability Property Insurance
Other insurance as required in the Lease Agreement

The City of Chicago will be named as "Additional Insured", with the following language: "The City, and its elected and appointed officials, agents, representatives, and employees shall be named as additionally insureds..."



20

Security Deposit/Letter of Credit

All concessions must provide a letter of credit or cashier's check per the terms of the Agreement.


















































21

APPENDIX 4

CONCESSIONS OPERATING STANDARDS:

General Airport Guidelines

The following guidelines are examples of the types of issues that will be reviewed with the City's CMR, who will provide each operator with specific guidelines for their concession.
Pick-up and deliveries to/from specific areas at specified times.
Refuse disposal at specific and designated areas/times.
Unauthorized use of restricted Airport areas.
Adherence to minimum business operating hours.
Agreement to emergency hours as may be determined by CDA under special conditions.
Elevator use at designated times.
Ingress and egress from designated areas, as outlined in Agreement. Proper and improper use of signage.

Laws and Ordinances

CDA reserves the right to adopt and enforce reasonable rules and regulations with respect to the use of the Airport, terminal buildings, terminal concourse areas, and related facilities.

All concessions must observe all laws, ordinances, regulations and rules ofthe Federal, State, County and Municipal governments which may be applicable to the operation at the Airport.

Permits and Leases necessary for the operation of the concession areas must be obtained prior to the first day of operation, and renewed annually as needed.


Default Notices

The CDA reserves the right to issue a Default Notice to any concessionaire who is not in compliance with the Agreement.















22

APPENDIX 5


KEY DEPARTMENT OF AVIATION PERSONNEL:
NAME/TITLE

Castalia Serna
Deputy Commissioner of
Concessions

Glen Ryniewski
Assistant Commissioner of Concessions Drew Homyk
Projects Administrator / MDW

Horatio Watson Projects Administrator

Marc Wright Projects Administrator

Russell Johnson Projects Administrator

Michael Stein Projects Administrator
TELEPHONE NUMBER (773) 894-3059

(773) 686-3730 (773) 838-3992 (773) 894-3321 (773) 894-5422 (773) 686-4899 (312)489-9080






















23

Page 24
APPENDIX 6


KEY CONCESSION MANAGEMENT REPRESENTATIVE (CMR) PERSONNEL:


NAME/TITLE TELEPHONE NUMBER

Joseph Crump (773) 894-3905
Managing Director (773) 307-9339 (cell)

Yolanda Woodruff (773) 894-5463
Director of Retail Operations (773) 844-0821 (cell)

Dorine Litman (773) 894-3908
Property Manager / ORD (773) 671 -3908 (cell)

Patricia Grzyb (773) 838-0733
Property Manager / MDW (312) 907-8820 (cell)

Sungjin Choi (773) 686-7606
Construction and Design Manager (312) 301-1043 (cell)





























Airport Concessions Program Handbook

APPENDIX 7

RULES AND REGULATIONS:

Lessee shall, at all times during the term of the Lease Agreement:
Use, maintain and occupy the Premises in a careful, safe, professional and lawful manner. Keep Premises and its appurtenances in a clean and safe condition.
Keep all glass in the doors and windows of the Premises clean and in good repair with floor displays and shelving cleaned daily.
Not place, maintain or sell any merchandise or place any signage in any vestibule or entry to the public area adjacent to the Premises, or place any signage in the public area adjacent to the Premises, or elsewhere on the outside of the Premises without the prior written consent of the Commissioner.
At its own cost, keep Premises in a clean, orderly and sanitary condition, free of insects, rodents, vermin and other pests.
Not permit accumulation of garbage, trash, rubbish and other refuse inside or outside the Premises, and keep refuse in closed containers within the interior of the Premises until removed. Not place any rubbish, litter, trash, or material of any nature in the parking areas, exterior areas, entryways, passages, doors, elevators, hallways, or stairways of the Airport. Comply with any recycling program as directed by the Commissioner.
Not use, or permit the use of any apparatus or instruments for musical or other sound reproductions or transmissions in such manner that the sound emanating therefrom or caused thereby shall be audible beyond the interior of the Premises, without the prior written consent of the Commissioner.
Not use helium balloons and blinking lights.
Not cause or permit objectionable odors to emanate from the Premises.
Not deliver or permit delivery of merchandise at any time other than those times allowed by the Commissioner or her designated representative.
Maintain and keep operational all electric signs, and where applicable, light the show windows and exterior signs of Premises during hours of operation.
Use only signage of professional quality. All signage must be approved by the Commissioner or her designated representative. Handwritten signs of any kind are not permitted. Signage or other materials may not be taped to windows.
Prominently sign or mark pricing on each product or mark with easily recognizable professional signage.
Keep all mechanical apparatus in good working order and free of vibration and noise.
25




I
Not overload the floors or electrical wiring or install any additional electrical wiring or plumbing without the Commissioner's prior written consent.
Not use show windows on the Premises for any purpose other than display of merchandise for sale. Merchandise must be kept in a neat, professional and attractive manner.
Not conduct, permit or suffer any public or private action sale to be conducted on or from the Premises.
Not solicit business in the common area of the Airport or distribute handbills or other advertising materials in the common area. If this provision is violated, the Lessee shall pay the City the cost of collecting same from the common area for trash disposal. Lessee shall not hold demonstrations in the Premises or any other area of the Airport. Lessee agrees to cooperate and assist the City in tne prevention of canvassing, soliciting and peddling within the Premises or Airport.
Not use the plumbing facilities in the Premises for any purpose other than that for which they were constructed or dispose of any foreign substance therein, whether through the utilization of "garbage disposal units" or otherwise. If Lessee uses the Premises for the sale, preparation or service of food for on-premises consumption, Lessee shall install such grease traps as shall be necessary or desirable to prevent the accumulation of grease or other wastes in the plumbing facilities servicing the Premises. Lessee shall contract with a grease trap/plumbing service for periodic maintenance of its plumbing facilities. Lessee shall provide the City with a copy of said service contracts.
Not operate in the Premises or in any part of the Airport any coin or token operated vending machines or similar devices for the sale of any merchandise or service, except as may be allowed in the Lease Agreement or with the prior written consent of the Commissioner.
Not have slot machines, devices, or other gambling games on the Premises or in any part of the Airport without the prior written consent of the Commissioner.
Refer all contractors or contractor's representatives rendering any service on or to the Premises for the Lessee, to the City or the CMR for approval before performance of any contractual service provided that they meet insurance requirements.

Lessee's contractors and installation technicians shall comply with the City's rules and regulations pertaining to construction and installation. This provision shall apply to all work performed on or about the Premises or the Airport, including installation of telecommunication devices, electrical devices, attachments and installations of any nature affecting floors, walls, woodwork, trim, windows, ceilings and equipment, or any other physical portion of the Premises or project.
Keep from public view all personal property, cups, papers, cleaning and other supplies.
Not permit employees to eat, drink or sleep in public view.
Not at any time occupy any part of the Premises or project as sleeping or lodging quarters.
26



I
Not place, install or operate on the Premises or in any part of the Airport any engine, stove or machinery, or conduct mechanical operations or cook thereon or therein, or place or use in or about the Premises or project any explosives, gasoline, kerosene, oil, acids, caustics, or any flammable, explosive or hazardous material.
Insure that staff members are, at all times, appropriately dressed (as designated in the Lease Agreement) with airport badges in view.
Not hold the City responsible for lost or stolen personal property, equipment, money or jewelry from the Premises or the Airport regardless of whether such loss occurs when the area is locked against entry or not.
Not have dogs, cats, fowl, or other animals brought into or kept in or about the Premises or Airport.
Not use the public restrooms for any purpose other than those for which they were constructed, and any damage resulting to them from misuse or by the defacing or injury of any part of the building shall be borne by the person who shall cause it. No person shall waste water by interfering with the faucets or otherwise.
Not lay floor covering within the Premises without written approval of the Commissioner. The use of cement or other similar adhesive materials not easily removed with water is expressly prohibited.
Comply with and ensure that Lessee's employees comply with the City's non-smoking policy for the Airport.
Post any Emergency Evacuation Plan adopted by the City. Lessee shall post the Plan in a place which is non-visible to Lessee's customers, but visible to Lessee's employees. Train all employees regarding Lessee's Emergency Evacuation Plan and other emergency procedures.
Along with its employees, agents and invitees park their vehicles only in those parking areas allowed by the City. If requested, furnish the City with state automobile Lease numbers of Lessee's vehicles and its employees' vehicles and shall notify the City of any changes within five (5) days after such change occurs. Concessionaire or its employees shall not leave any vehicle in a state of disrepair (including without limitation, flat tires, out-of-date inspection stickers or Lease plates) on Airport property or in its parking areas.
Comply with all parking rules and regulations including any sticker or other identification system established by the City. Failure to observe the rules and regulations shall terminate Lessee's right to use the parking area and subject the vehicle in violation of the parking rules and regulations to removal or impoundment. No termination of parking privileges or removal or impoundment of a vehicle shall create any liability on the City or be deemed to interfere with Lessee's right to possession of its Premises. Vehicles must be parked entirely within the parking lines and all directional signs, security notices, arrows and posted speed limits must be observed. Parking is prohibited in areas not striped for parking, in aisles, where "No Parking" signs are posted, on ramps, in cross hatched areas, and in other areas as may be designated by the City. Parking stickers or other forms of identification, if any, supplied by the City, shall remain the property of the City and not the property of Lessee and are not transferable. Every person is required to park and lock his vehicle. All responsibility for
27

damage to vehicles or persons is assumed by the owner of the vehicle or its driver.
Follow all ID Badging procedures as may be required by the Commissioner or her designated representative.
Instruct employees to report spills, hazardous conditions and any suspicious activities to the appropriate party as directed by the Commissioner or her designated party.
Not use luggage carts for product deliveries.
Use only delivery carts and equipment as approved by the Commissioner or her designated party.
Use only designated elevators for deliveries.
Surrender all keys to the Premises to the Commissioner upon termination of this Lease Agreement.
Comply with the City's desire to maintain in the Airport the highest standard of dignity and good taste consistent with comfort and convenience for the Lessee. Any action or condition not meeting this high standard should be reported directly to the City. Lessee's cooperation will be mutually beneficial and sincerely appreciated.
The City reserves the right to make such other and further reasonable rules and regulations as in its judgment may from time to time be necessary for the safety, care and cleanliness of the Premises and for the preservation of good order therein.


























28

EXHIBIT 11 LIQUIDATED DAMAGES






















































I
EXHIBIT 11 LIQUIDATED DAMAGES
Licensee acknowledges the City's objective to provide the public and air traveler with the level and quality of service as described herein. Accordingly, the City has established liquidated damages and not penalties, as set forth in the table below, that it may assess, in its reasonable discretion, for various violations of the provisions of this Agreement, the Airport Concession Program Handbook, and/or City Rules and Regulations. Licensee and the City agree that the fines set forth herein are reasonable, and Licensee further agrees to pay to the City in accordance with amounts specified herein upon each occurrence of the specified violation and upon written demand by the City.
Notwithstanding any other liquidated damages provisions provided for in this Agreement, the liquidated damages shown on the table below are intended to reflect the inconvenience to the public and adverse effects on the Airport's operation. Written notice of a violation hereunder shall be given by the City to Licensee pursuant to Section 11.7 of the Agreement. Payment of liquidated damages shall not relieve the Concessionaire of responsibility for damage, pc.sonal injury, or the harm caused by any of these violations. Licensee further acknowledges that the liquidated damages are not exclusive remedies, and the City may pursue other remedies as allowed for in this Agreement and at law, at the Commissioner's or CMR's sole discretion. The City's waiver of any liquidated damages provided for below shall not be construed as a waiver of the violation or Licensee's obligation to remedy the violation.
For the first violation of a requirement during any 12-month rolling year, the City will provide written notice to Licensee to correct the violation within the time specified in the notice, which such time period shall be consistent with any applicable time period proscribed in the Agreement or, if no time period is proscribed, reasonable.
For the second and third violation of the same requirement during any 12-month rolling year commencing upon the first notice of violation, the City will provide written notice to Licensee to correct the violation within the time specified in the notice. If not corrected within the specified time period, liquidated damages shall be immediately assessed.
Further, after the third violation of the same requirement within any 12-month rolling year, the City reserves the right, in its sole discretion, to deem the repeated violations an Event of Default and to seek any other remedies available to it under this Agreement.

Notwithstanding the foregoing, any act or failure to act by the Licensee which such act or failure to act is an "Infraction" listed in the chart below shall not give rise to liability for liquidated damages hereunder provided that such failure was the direct result of the City's failure to perform an obligation hereunder or an force majeure event as set forth in Section 11.20 of the Agreement.

Infraction 1st Violation 2nd Violation 3rd Violation
Value Pricing, Article 4.04: Failure to comply with policy referenced Written Warning $250/incident $500/incident
Operational Requirements, Article 4.05: Failure to comply with Physical Inspection Standards Written Warning $250/incident $500/incident
Hours of Operation, Article 4.07: Failure to operate during minimum required hours of operation Written Warning $250/incident $500/incident
Personnel Standards, Article 4.07: Failure to comply with any ofthe Standards referenced Written Warning $250/incident $500/incident
Operation and Maintenance Standards, Article 4.06: Failure to comply with any of the Standards referenced Written Warning $250/incident $500/incident
Reports, Article 6.0: Failure to provide sales and related reports. Written Warning $500/incident $l,000/incident
Failure to comply with all state, federal, and security rules, regulations, and directives per Article 10.3. Written Warning $500/incident $l,000/incident
Failure to accept payment types, Article 4.05: Automated Retail Vending Machine Standards Written Warning $100/day of non­compliance $200/day of non-compliance
Failure to maintain product inventory consistently above 90% as per article 4.03. Written Warning $100/day of non­compliance $200/day of non-compliance

Failure to refill product inventory when 60% or less within a 24-hour period as per Article 4.03. Written Warning SlOO/day of non­compliance $200/day of non-compliance
Failure to conduct repairs within 48 hours of written notification as per article 4.07. Written Warning SlOO/day of non­compliance $200/day of non-compliance
Failure to address customer complaint(s) within 24 hours and receiving more than 6 customer complaints in a one-month period as per Article 4.04. Written Warning $100/day of non­compliance $200/day of non-compliance
(Initial Here)
EXHIBIT 12 UTILITY USAGE FEE
EXHIBIT 12 UTILITY USAGE FEE


The Utility Usage Fee will be billed and payable as Additional Rent on a regular basis to compensate for utilities furnished to the Licensed Space. Unless the Licensee has elected to utilize meters, at Licensee's sole cost, pursuant to Section 4.08, Licensee shall provide the City with the manufacturer's official utility usage specifications upon installation of each automated retail vending machine. Licensee's Utility Usage Fee equals the sum of the estimated utility usage for the relevant billing period of each of Licensee's automated retail vending machines (or the actual metered usage, as applicable) multiplied by the then applicable utility rate. The utility rate is adjusted annually and shall be the rate in use by the energy company supplying service to the Airport on January 1 of each year such Utility Usage Fee is incurred. The City may at any time change and utilize any reasonable alternative method of calculating the Utility Usage Fee and such periodic updates shall not require an amendment to this Agreement.
EXHIBIT B-3
AUTOMATED RETAIL LICENSE AGREEMENT


BETWEEN


THE CITY OF CHICAGO (CHICAGO DEPARTMENT OF AVIATION)

AND

PepsiCo, Inc.
FOR
AUTOMATED RETAIL, SERVICES AND FOOD CONCESSIONS
AT
CHICAGO O'HARE INTERNATIONAL AIRPORT


LORI E. LIGHTFOOT MAYOR
JAMIE L. RHEE COMMISSIONER
TABLE OF CONTENTS
SIGNATURE PAGE Signature Page
ARTICLE 1. CITY APPROVAL
ARTICLE 2. INCORPORATION OF BACKGROUND AND EXHIBITS|910|Incorporation of Background|910|Incorporation of Exhibits|910|ARTICLE 3. DEFINITIONS|910|Definitions|910|Interpretation|910|ARTICLE 4. LICENSE AND LICENSEE'S OBLIGATIONS|910|4.1 Concession License|910|No Assignment, Sublicense or Other Uses|910|Products 9
4.4 Pricing 9
Automated Retail Vending Machine Standards 10
Installation, Repairs and Maintenance 11

Operation of Concession 14
Utilities and Utilities Access 16
Marketing and Promotion 17
MBE/WBE Compliance 17
ARTICLE 5. LICENSED SPACES 18
5.1 Location of Automated Retail Vending Machines 18
52 Storage Space 18
Additional Space 18
Relocation Space 19

Licensee Proposal for Modification to Licensed Spaces 19
Maximum Number of Automated Retail Vending Machines 20
ARTICLE 6. FEES, PAYMENT TERMS AND REPORTS 20
Fees Payable 20
Time of Payments 21
Material Underpayment or Late Payments 22
Reports 22
ARTICLE 7. TERM OF AGREEMENT 24
7.1 Term of Agreement 24

Holding Over 24
Extension Option 24
Termination Due to Change in Airport Operations 24
Early Termination 24
ARTICLE 8. INSURANCE, INDEMNIFICATION AND SECURITY 25
Indemnification 25
Insurance Requirements 26
Disclaimer by City 26
Security 26
ARTICLE 9. EVENTS OF DEFAULT, REMEDIES AND TERMINATION 28
' 9.1 Events of Default 28
Remedies 29
Effect of Default and Remedies 31
ARTICLE 10. SPECIAL CONDITIONS 31
10.1 Warranties and Representations 31
102 Business Documents, Disclosure of Ownership Interests and Maintenance of Existence
34
103 City's Right to Assign 35
10.4 Transfer or Change of Ownership 35
Compliance with Laws 37
Airport Security 43
10.7 Non-Discrimination 44
10J8 Airport Concession Disadvantaged Business Enterprises (ACDBEs) 46
No Exclusive Right 47
Avigation Easement 47
National Emergency 47
2014 Hiring Prohibitions 47
ARTICLE 11. GENERAL CONDITIONS 48
11.1 Entire Agreement 48
Counterparts 48
Amendments 48
11.4 Severability 48
Covenants in Subcontracts 49
Governing Law 49
11.7 Entire Agreement 49

Successors and Assigns; No Third-Party Beneficiaries 50
Subordination 50
Conflict 51
Offset by Licensee 51
Waiver; Remedies 51
Authority of Commissioner 51
Estoppel Certificate 51
No Personal Liability 52
Limitation of City's Liability 52
Joint and Several Liability 52
Non-Recordation 52
Survival 53
1120 Force Majeure 53
SIGNATURE PAGE SIGNED:
CITY OF CHICAGO


By:
Mayor
Date: '


RECOMMENDED BY:
Commissioner of
Aviation APPROVED AS TO FORM AND LEGALITY: Senior Counsel

(LICENSEE)


By:


Its:
[Title]
Date: [Notary]
AUTOMATED RETAIL LICENCE AGREEMENT

This Automated Retail License Agreement ("Agreement") is entered into as of
, 2021 ("Effective Date"). The Agreement is by and between
[legal name of entity] a(n) [type of entity
and state of organization] doing business as [d/b/a name, if different from
legal name of entity] ("Licensee"), and the City of Chicago, a municipal corporation and home rule unit of local government under the Constitution of the State of Illinois ("City"), acting through its Chicago Department of Aviation ("CDA" or "Department").
BACKGROUND
The City owns and, through CDA, operates Chicago O'Hare International Airport ("O'Hare" or the "Airport"). O'Hare includes an international terminal, three domestic terminals, a multimodal facility and a transportation center (collectively, the "Terminals"). The City has determined that certain portions of the Terminals will be used for food, beverage and retail concessions designed to serve the needs of Airport patrons and employees and desires to operate its concession program at the Terminals to strive to meet the needs and desires of Airport users by providing first-class food, beverage, retail and service facilities.
The City issued a Request for Proposals ("RFP") for a concession at the Airport and Licensee responded with a proposal to operate a concession featuring convenience, food, beverage, gift and vending merchandise at O'Hare. The City desires to grant Licensee, and Licensee desires to accept, a license to operate such a concession at the Terminal location(s) identified in this Agreement, all under the terms and conditions of this Agreement.
The City has selected Licensee to provide automated retail, services, and food facilities and/or kiosks in the Terminals. These automated facilities should utilize the latest in technology offering customers the ability to purchase branded food, beverage or retail products or provide interactive services via automated retail vending machines with touch screen or e-commerce technology.
The City and Licensee acknowledge that the continued operation of the Airport as safe, convenient, and attractive facility is vital to the economic health and welfare of the City of Chicago, and that the City's right to supervise performance under this Agreement by Licensee is a valuable right incapable of quantification. Therefore, the City and Licensee agree as follows:


TERMS AND CONDITIONS
ARTICLE 1. CITY APPROVAL
This Agreement is subject to approval by the City Council of the City of Chicago. The City is not bound by the terms of this Agreement until such time as it has been approved by the City Council and has been duly executed by the Mayor of Chicago or the Mayor's proxy. As

provided in Section 11.13, where the approval or consent of the City is required under this Agreement, unless expressly provided otherwise in this Agreement, it means approval or consent of the Commissioner, the Commissioner's authorized representative or such other person as may be duly authorized by the City Council. As provided in Section 11.03, unless expressly provided otherwise in this Agreement, any amendment of this Agreement will require execution by the Mayor or the Mayor's proxy. As further provided in Section 11.03, any amendment that would cause the Agreement to no longer substantially conform to that approved by City Council, will require approval by City Council.
ARTICLE 2. INCORPORATION OF BACKGROUND AND EXHIBITS
Incorporation of Background. The background set forth above is incorporated by reference as if fully set forth here.
Incorporation of Exhibits. The following exhibits are incorporated into and made a part of this Agreement:
Exhibit 1 Licensed Spaces and Confirmation(s) of DBO
Exhibit 2 Fees
Exhibit 3 Development Plan
Exhibit 4 Products and Price List
Exhibit 5 Form of Letter of Credit
Exhibit 6 Insurance Requirements
Exhibit 7 ACDBE Special Conditions and Related Forms
Exhibit 8 MBE\WBE Special Conditions and Related Forms
Exhibit 9 Economic Disclosure Statements and Affidavits
Exhibit 10 Airport Concessions Program Handbook
Exhibit 11 Liquidated Damages
Exhibit 12 Utility Usage Fee

ARTICLE 3. DEFINITIONS
3.1 Definitions . In addition to terms defined in the background and elsewhere in this Agreement, the following words and phrases will have the following meanings for purposes of this Agreement:
"Additional Fees"' means all sums due to the City from Licensee under this Agreement other than the Licensee Fee, Percentage Fee and Minimum Annual Guarantee.
"Additional Space" means space for Licensee to install additional automated retail vending machines or additional Storage Space that becomes part of the Licensed Space after the Effective Date pursuant to Section 5.03, but does not include Relocation Space.
"Additional Space Connection Fee" means a one-time, non-refundable fee allocated to an automated retail vending machine to be installed in Additional Space equal to the actual City costs, if any, required to install and/or upgrade the utilities such that the utilities are accessible to the automated retail vending machine within the Additional Space, plus the actual costs, if any, for changes necessary to the design elements ofthe applicable Vending Zone to maintain design





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quality and consistency of such Vending Zone following the incorporation ofthe Additional Space, and any other additional costs incurred in connection with designing and constructing Additional Space in the Vending Zone.
"Affiliate" means, except where otherwise defined, any individual, corporation, partnership, trustee, administrator, executor or other legal entity that directly or indirectly owns or controls, or is directly or indirectly owned or controlled by, or is under common ownership or control with Licensee.
"Airport Concession Disadvantaged Business Enterprise" or "ACDBE" has the meaning set forth on Exhibit 7.
"Airport Concession Program Handbook" means the handbook developed by CDA to govern the uniform operation of the concessions' programs at the Airport. The Airport Concession Program Handbook is available on the CDA website and may be amended from time to time by CDA. Any amendment of the Airport Concession Program Handbook by CDA during the Term of this Agreement will be binding, ?n Licensee without need for amendment of this Agreement, provided that the amendment of Airport Concession Program Handbook does not conflict with the other terms and conditions of this Agreement.
"Agreement" means this Automated Retail License Agreement, including all exhibits attached to it and incorporated in it by reference, and all amendments, modifications or revisions made in accordance with its terms, as may be amended, restated, modified or supplemented from time to time.
"Chief Procurement Officer" means the Chief Procurement Officer of the City and any representative duly authorized in writing to act on his or her behalf.
"Commissioner" means the head of the Department and any City officer or employee authorized to act on the Commissioner's behalf. City contractors and consultants, including the Concession Management Representative, have no authority to grant approvals or consents required to be granted by the Commissioner under this Agreement, except where such person is expressly authorized to do so.
"Common Areas" means those areas of the Terminals that are not leased, licensed, or otherwise designated or made available by the Department for exclusive or preferential use by specific party or parties.
"Comptroller" means the head of the Department of Finance of the City and any City officer or employee authorized to act on the Comptroller's behalf.
"Concession" means Licensee's business of offering the Products identified in Exhibit 4 for sale to the public through automated retail vending machines and performing the Services pursuant to this Agreement.
"Concession Management Representative" or "CMR" means the entity retained by the City to assist in overseeing concessions at the Airport.
"Connection Fee" means a non-refundable fee, payable in two installments pursuant to











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Section 6.02(c), allocated to each automated retail vending machine equal to the Vending Zone Improvement Costs of all Vending Zones divided by the aggregate number of automated retail machines located in the Vending Zones; provided, however, that regardless of the Vending Zone Improvement Costs, the Connection Fee with respect to a Vending Zone will not exceed $2,500.
"Date of Beneficial Occupancy" or "DBO" means the date that is the earlier to occur of (A) or (B), as follows:
the date that is one hundred eighty (180) days after the first Delivery Date of the Licensed Retail Space; provided, however, that this one hundred eighty (180) day date shall be extended one day for each day Licensee has demonstrated to the satisfaction of the Commissioner that Licensee was delayed from commencing retail sales in all Licensed Retail Spaces due to force majeure pursuant to Section 11.20; or
the date Licensee commences retail sales in any portion of any of the Licensed Retail Spaces.
The DBO shall be confirmed in writing by the parties, and such written "Confirmation of DBO" shall thereafter be attached to Exhibit 1 of this Agreement without need for a formal amendment of this Agreement.
"Default Rate" means 12% per annum.
"Delivery Date" means, with respect to each Licensed Space, the date upon which the City grants Licensee permission to use such Licensed Space.
"Department" means the Chicago Department of Aviation, also known as CDA. "Development
Plan" means Licensee's conceptual plans, budget and other design specifications for the Licensed Retail Spaces and Licensee's schedule for commencement of retails sales in each Licensed Retail Space. The Development Plan is attached hereto as Exhibit 3.
"Distribution Fee" means the amount, if any, payable pursuant to Section 4.07(f) for Licensee's use of a centralized distribution and storage facility.
"Environmental Laws" means collectively, all applicable federal, state and local environmental, safety or health laws and ordinances and rules or applicable common law, including the Occupational Safety and Health Act of 1970, as amended (29 U.S.C. §651 et seq.), the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. §9601 et seq.), the Hazardous Materials Transportation Authorization Act of 1994 (49 U.S.C. §5101 et seq.), the Resource Conservation and Recovery Act (42 U.S.C.
§6901 et seq.), the Toxic Substances Control Act of 1976, as amended (15 U.S.C. §2601 et seq.), the Clean Air Act (42 U.S.C. §7401 et seq.), the Clean Water Act (33 U.S.C. §1251 et seq.), the Safe Drinking Water Act (42 U.S.C. §300(f) et seq.) as any of the foregoing may later be amended from time to time; any rule or regulation pursuant to them, and any other present or future law, ordinance, rule, regulation, permit or permit condition, order or directive addressing environmental, health or safety issues of or by the federal government, or any state or other





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political subdivision of it, or any agency, court or body of the federal government, or any state or other political subdivision of it, exercising executive, legislative, judicial, regulatory or administrative functions.
"EDS" means the City's Economic Disclosure Statement and Affidavit.
"Event of Default" has the meaning set forth in Article 9.
"Fees" means all amounts payable by Licensee in connection with this Agreement, including but not limited to the License Fee, Percentage Fee, Minimum Annual Guarantee, Additional Fees and any liquidated damages specified in the Agreement for non-compliance with the City's requirements for Concession operations.
"Gross Revenues" means the sum of all amounts collected in cash or credit card receipts. Gross Revenues will be determined without any deduction on account of the costs of furnishing the automated retail vending machines or the Service?., the costs of materials used, If bor or service costs of any other expenses whatsoever. Without limiting the foregoing, Gross Revenues do not, however, include the following:
any sums collected and paid out by Licensee for any sales, retail excise, use, privilege, or retailers occupation taxes now or later imposed by any duly constituted governmental authority;
the amount of any cash or credit refund made upon any sale, but only if the original sale was made from an automated retail vending machine as part of the Concessions and included in Gross Revenue;
bona fide transfers of Products to or from the Licensed Spaces to any other stores or warehouses of Licensee;

returns to shippers, suppliers or manufacturers;
bulk sales of Products inventory not sold to the public and not in the ordinary course of business; and
insurance proceeds received from the settlement of claims for loss of or damages to Products, fixtures, trade fixtures and other Licensee personal property other than the proceeds of business interruption insurance.
"License" means the privilege granted to Licensee under this Agreement to operate the Concession and conduct the Services in the Terminals.
"License Fee" means the Fee payable by Licensee for the License, equal to the greater of the Percentage Fee or Minimum Annual Guarantee, as set forth in Section 6.01 and Exhibit 2. "License Year" means
for the initial License Year of this Agreement, a period beginning on the Date of Beneficial Occupancy and ending on December 31 of that calendar year, and
for the balance of the Term, each successive calendar year, but including only that portion ofthe calendar year prior to the date on which the Term expires, or the



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Agreement is otherwise terminated.
"Licensed Retail Space" means each Licensed Space designated under this Agreement for Licensee to install and operate Licensee's automated retail vending machines.
"Licensed Space" means all Licensed Retail Spaces and Storage Spaces, if any, the City permits Licensee to use for the sole purpose of exercising the License pursuant to this Agreement, as identified in Exhibit 1, which such Exhibit may be modified from time to time as Licensed Space may be added, removed, or relocated in accordance with Article 5.
"Marketing Fee" means Licensee's contribution for promotions at the Airport, as set forth in Section 4.09(a).
"Minimum Annual Guarantee" or "MAG" means the minimum amount payable each License Year for the License Fee as set forth in Exhibit 2.
"Monthly Reports" has the meaning set forth in Section 6.04(1).
'Percentage Fee" means llie percentage fee(s) set forth in Exhibit 2.
"Products" means the convenience merchandise, food and beverage menu items, Chicago oriented gift items, vending items and related merchandise that Licensee is permitted to sell in its Licensed Retail Space and maintain in inventory in its Storage Space, if any, under the terms of this Agreement, as set forth by category or item in Exhibit 4. Licensee was selected by the City specifically to sell the Products identified in Exhibit 4 and is not permitted to sell any items or types of items not identified in Exhibit 4 unless otherwise agreed in writing by the Commissioner.
"Response" means the response to the RFP Licensee submitted to the City.
"Service Schedule" has the meaning set forth in Section 4.02(g).
"Services" means the services necessary to carry out the responsibilities of Licensee under this Agreement including but not limited to the installation, operation, maintenance, and repair of automated retail vending machines furnished by Licensee to a Licensed Retail Space for operation of the Concession in accordance with this Agreement.
"Storage Space" means a Licensed Space as may be designated by the Commissioner from time to time in the Commissioner's sole discretion for use by Licensee to store inventory and supplies.
"Subcontractor" means any person or entity with whom Licensee contracts with to provide any part ofthe Services. The term "Subcontractor" also includes subconsultants of any tier, subcontractors of any tier, suppliers and materialmen, whether or not in privity with Licensee.
"Term" means the period of time beginning on the Effective Date and ending at 11:59 p.m. on the fifth anniversary of the DBO, unless otherwise extended pursuant to Section 7.03 herein, or, unless this Agreement is terminated earlier in accordance with its terms.
"Utility Usage Fee" means the fee for utilities used by Licensee's automated retail








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vending machines, calculated as set forth in in Exhibit 12.
"Value Pricing" has the meaning set forth in Section 4.04(a)(1).
"Vending Zone" means a designated location(s) within the Terminals defined by an official outline drawing where a grouping of one or more automated retail vending machines are located in close proximity. The size and/or location of a Vending Zone may change at the sole discretion of the City. The anticipated Vending Zones and automated retail vending machines to be located in each Vending Zone, as of the date of this Agreement, are listed in Exhibit 1, which may be updated from time to time, and such periodic updates shall not require an amendment to this Agreement.
"Vending Zone Improvement Costs" means, for each Vending Zone, the actual costs of the Vending Zone Improvements for that Vending Zone. "Vending Zone Improvements" means:
the construction required to install and/or upgrade any elements of the electrical systems to make such electrical system accessible within a Vending Zone to support the automated retail vending machines therein; provided, for the avoidance of doubt, any construction required to make any utility other than electricity accessible within a Vending Zone does not constitute a Vending Zone Improvement;
the construction of any design elements related to a Vending Zone (including, but not limited to, shrouds to create semi-enclosed spaces around each Vending Zone); and
any other work performed in connection with the initial design and construction of a given Vending Zone.
3.2 Interpretation.
The term "include" (in all its forms) means "include, without limitation" unless the context clearly states otherwise.
The term "person" includes firms, associations, partnerships, trusts, corporations and other legal entities, including public bodies, as well as natural persons.
All references in this Agreement to Articles, Sections or Exhibits, unless otherwise expressed or indicated are to the Articles, Sections or Exhibits of this Agreement.
Any headings preceding the text of the Articles and Sections of this Agreement, and any table of contents or marginal notes appended to it, are solely for convenience or reference and do not constitute a part of this Agreement, nor do they affect the meaning, construction or effect of this Agreement.
Words in the singular include the plural and vice versa. Words of the masculine, feminine or neuter gender include correlative words of the other genders.
(fj Where the approval or consent of Licensee is required under this Agreement, it




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means the approval or consent of Licensee's authorized representative. To be binding on the City, all approvals or consents must be in writing and signed by the appropriate City representative.
(g) All references to a number of days mean calendar days, unless expressly indicated otherwise.
ARTICLE 4. LICENSE AND LICENSEE'S OBLIGATIONS
4.1 Concession License. As of the Effective Date, the City grants Licensee a License to operate the Concession in the Terminals. Licensee accepts the License from the City and assumes the duties of Licensee provided in this Agreement and in the Airport Concession Program Handbook. Licensee's obligation to provide the Services, including installation, operation, stocking, repair, and maintenance of the automated retail vending machines will be at Licensee's own expense, unless otherwise set forth herein. Licensee understands and agrees that the License will terminate upon the expiration or earlier termination of this Agreement. If Licensee complies with the terms of this Agreement, Licensee will have the right of ingress to and egress from the Licensed Spaces, for Licensee, its officers, employees, agents, Subcontractors, vendors, suppliers, and invitees, subject to all statutes, ordinances, rules and regulations from time to time enacted or established by the City, the FAA, the TSA or any other governmental agency or authority having jurisdiction. Licensee must not conduct the Concession in a manner that, in the judgment of the Commissioner:
interferes or might interfere with the reasonable use by others of Common Areas or the leased or licensed space of tenants or other licensees at the Airport;
hinders or might hinder TSA, Airport security, police, fire-fighting or other emergency personnel in the discharge of their duties;
would, or would be likely to, constitute a hazardous condition at the Airport;
would, or would be likely to, increase the premiums for insurance policies maintained by the City, unless the operations are not otherwise prohibited under this Agreement and Licensee pays the increase in insurance premiums occasioned by the operations; or
would involve any illegal purposes.
42 No Assignment. Sublicense or Other Uses. Licensee understands and agrees that the locations of the Licensed Retail Spaces were determined by the City so that the Concession operated by Licensee is an element of an overall concession program and, as such, complements and does not conflict with other concessions in the vicinity of such Licensed Retail Space. Accordingly, Licensee acknowledges that the principal purpose of this Agreement is to provide Licensee a License to operate its Concessions in the Licensed Retail Spaces without right of sublicense or assignment and that any attempted sublicense, assignment or other use of the Licensed Retail Spaces without the written consent of the City in accordance with the terms of this Agreement is absolutely prohibited and is an Event of Default except as otherwise permitted pursuant to Section 10.5.

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43 Products.
General Products Requirements. Exhibit 4 to this Agreement lists, by general category or specific item, all Products that Licensee is allowed to sell under the License from Licensee's automated retail vending machines and the prices to be charged to the public. Products that Exhibit 4 indicates are mandatory, if any, must be offered for sale to the public by Licensee. If Exhibit 4 is stated in general terms, upon request, Licensee must provide the Commissioner with a complete list of all Products and prices within five (5) days of such request. The City's execution of this Agreement constitutes its approval of the sale of the products, services, and pricing reflected in Exhibit 4 on the Effective Date. Any changes to Exhibit 4 are subject to the Commissioner's prior written approval. Upon such approval, Exhibit 4 may be amended without need for formal amendment of this Agreement pursuant to Section 11.03.
Product Inventory Obligations. Products offered from the automatic retail vending machines must be new, fresh and of top quality. Licensee must store, out of sight of customers, Products in excess of the amount needed to stock displays. Licensee must stock and store a sufficient amount of each Product so as to maximize Gross Revenues, subject to and consistent with Licensee's and the City's desire to accommodate the convenience and needs of the Airport's patrons. Each automated retail vending machine must remain stocked at or above ninety (90%) percent of menu availability at all times and must be restocked within 48-hours, or upon the written a written request by Licensee, such other period of time approved by the Commissioner, which such approval shall not be unreasonably withheld, if inventory falls below sixty (60%) percent. If Licensee fails to timely restock an automated retail vending machine's inventory in accordance with this Section 4.03(b), then, in addition to all other remedies the City may have at law, in equity or under this Agreement, and immediately following the 48-hour period in which inventory of the automated retail vending machine remained below sixty (60%) percent, Licensee may incur, as liquidated damages and not as a penalty, an amount as outlined in Exhibit 11.
Product Quality. At any time, the Commissioner or CMR may review the quality ofthe Products then being offered for sale by Licensee and require improvements in the quality of the Products or elimination of particular items that the Commissioner determines raise safety or security issues; provided, however, potential changes to the items as set forth in this section shall be required only if reasonably agreed to by Licensee; provided, further, changes to remedy safety or security issues are required at the Commissioner's sole discretion and do not require Licensee's approval. Following the Commissioner's written notice to Licensee, Licensee shall within five (5) days for perishable items and fifteen (15) days for nonperishable items to rectify or modify the quality ofthe Products or eliminate the particular items, as applicable. Failure to comply within five (5) days for perishable items and fifteen (15) days for nonperishable items will constitute an Event of Default. Licensee's failure to comply would cause the City damages, including loss of goodwill, that are difficult or impossible to prove or quantify. Therefore, in addition to other remedies for an Event of Default, for as long as non-compliance continues after the five-day or fifteen-day cure period, the Commissioner will assess Licensee, as liquidated damages and not as a penalty, an amount as outlined in Exhibit 11.
4.4 Pricing.
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(a) Value Pricing
Licensee shall comply with the City's Value Pricing policy. The policy generally requires a retailer charge a price for a product or service at the Airport as the same price charged for the same product or service at similar locations in the City (each such store hereinafter referred to as a "Benchmark Location," and, such policy hereinafter referred to as "Value Pricing"). Licensee will propose Benchmark Locations subject to approval by the City. The following locations and areas shall be excluded when establishing Benchmark Locations: hotel restaurants or kiosks, bus and train transportation centers, entertainment centers, arenas, theaters, convention centers or similar venues unless expressly approved in writing by the City. Benchmark Location exclusions may change throughout the Term as determined necessary by the City. If Licensee or its Subcontractors currently operate the exact concession at other locations in the City of Chicago, then thoce locations may be designated Benchmark Locations. Otherwise, Benchmark Locations will be selected based on locations that offer automated retail comparable to the proposed concept.
Licensee must submit to CMR, within thirty (30) days after the end of each License Year, or as requested from time to time by the Commissioner or CMR, a pricing report demonstrating compliance by Licensee with the Value Price requirements. Any prices that the Commissioner or CMR determines to be inconsistent with the Value Price requirements must be adjusted accordingly. At any time, and from time to time, the Commissioner or CMR may review the prices of the Products then being offered for sale by Licensee and require adjustments in prices of the Products or particular items in order to comply with the Value Price requirement. Following the CMR's written notice to Licensee, Licensee shall promptly adjust the price of the Products or particular items, as applicable. Failure to comply within five (5) days will constitute an Event of Default. Licensee's failure to comply would cause the City damages, including loss of goodwill, that are difficult or impossible to prove or quantify. Therefore, in addition to other remedies for an Event of Default, for as long as non-compliance continues after the five- day cure period, the Commissioner will assess Licensee, as liquidated damages and not as a penalty, an amount as outlined in Exhibit 11.

Approval of Price Increases. Licensee shall not increase the price of any Product from the price listed in Exhibit 4 without the prior written approval of the Commissioner as set forth in Section 4.03(a).
Other Pricing Policy. The Commissioner may adopt other reasonable pricing policies, with which Licensee and Subcontractors shall comply, to restrict overcharging and price gouging, but in no event shall the Commissioner require prices lower than the established Value Pricing.
45 Automated Retail Vending Machine Standards.
(a) Appearance and Inspection. Licensee must supply, at its own expense, each automated retail vending machine, all equipment required to operate such automated retail vending machines and any other equipment required by this Agreement. All automated retail vending machines must be, new or like new, and of the highest quality. The Commissioner and CMR have
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the right to inspect any automated retail vending machine installed in a Licensed Retail Space. Licensee must conduct the Concession operations in a first- class, businesslike, efficient, courteous, and accommodating manner consistent with the "Physical Inspection Standards" that appear in Appendix 1 of the Airport Concession Program
Handbook to the extent such standards are applicable to the vending services industry. The Commissioner and CMR have the right to make reasonable objections to an automated retail vending machine if the appearance or condition do not comply with the terms of this Agreement. Licensee must discontinue or remedy any non-compliant practice, appearance or condition within fifteen (15) days following receipt of such written objection (or immediately upon receipt if the Commissioner or CMR deems non-compliance hazardous or illegal). Licensee's failure to timely cure the non-compliance identified by the Commissioner or CMR would cause the City damages that would be difficult or impossible to prove or quantify. Accordingly, if Licensee fails to timely cure non-compliance, then, in addition to all other remedies the City may have at law. in equity or under this Agreement, and beginning on the first day after expiry of the fifteen-day (15) cure period, Licensee must pay the City, as liquidated damages and not as a penalty, the amounts outlined in Exhibit 11.
Right to Require Replacement. In addition to the foregoing, the City may require Licensee replace any automated retail vending machine at any time during this Agreement if: (i) Licensee does not timely cure any non-compliance identified pursuant to Section 4.05(a), or (ii) the automated retail vending machine is deficient in any of the ways set forth in Section 4.06(c), and after giving Licensee written notice of such deficiency and reasonable time to cure following such notice, Licensee has failed so cure.
Operating Instructions: Refunds: Licensee must provide visible, easily accessible and understood operating instructions for customers at each Licensed Retail Space for each automated retail vending machine therein. Licensee must provide customers with an explicit explanation of where and how malfunction issues and refund requests may be made for each automated retail vending machine.
Forms of Payment. Each of Licensee's automated retail vending machines must accept at least three nationally recognized credit cards, including but not limited to, American Express, Visa, MasterCard and Discover, as suitable payment for the sale of all Products. Licensee's failure to accept the required forms of payment at an automated retail vending machine would cause the City damages including, among other things, loss of goodwill, which would be difficult or impossible to prove or quantify. As such, and in addition to all other remedies the City may have at law, in equity or under this Agreement, Licensee will incur, as liquidated damages and not as a penalty, the amounts outlined in Exhibit 11 upon failure to accept the required forms of payment detailed herein and has not cured such failure within 72 hours of actual knowledge of such breach.
4.6. Installation, Repairs and Maintenance.
(a) Installation, Operation and Maintenance Standards. Licensee must install, operate and maintain each automated retail vending machines in accordance with the following standards: (i) applicable requirements of the Municipal Code of Chicago; (ii) applicable standards of the Airport Concession Program Handbook; (iii) applicable written standards of the City's Department of Buildings; (iv) any requirements set forth in the RFP or the Response; (v) applicable manufacturer's specifications; (vi) Licensee's standard operating practices and procedures; and
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(vii) all other provisions of this Section 4.05. Installations and maintenance conducted by Licensee must also comply with all applicable federal, state and local laws, regulations, decrees, orders and judgments. To the extent that these standards are inconsistent, the strictest standard will apply, or, in the case of a conflict, the Commissioner will determine which standard applies. Licensee must take all necessary safety precautions to prevent accidents or injury to persons on, about or adjacent to any Licensed Retail Space where installation of one of Licensee's automated retail vending machines is performed and must not install an automated retail vending machine on or over the boundaries of the Licensed Retail Space.
Installation and Maintenance Costs. Except as otherwise expressly set forth in this Agreement, Licensee must pay all direct and indirect costs of installing and conducting maintenance on Licensee's automated retail vending machines.
Approval Prior to Installation. No automated retail vending machine or related equipment may be installed in, removed from or relocated within, any Licensed Retail Space without prior written approval of either the Commissioner or CMR and the issuance of the required permits, if any. The Commissioner and CMR may inspect any automated retail vending machine prior to installation of such automated retail vending machine. Licensee must submit to the Commissioner and CMR all manufacturer's documents including the energy usage specifications, the energy efficiency specifications, standards and procedures for installation and operating manuals as well as the proposed Service Schedule for such automated retail vending machine for review and approval prior to installation. The Commissioner or CMR may reject any automated retail vending machines considered for approval pursuant to this Agreement that he or she believes would not operate efficiently or satisfy the purposes of this Agreement. Grounds for rejecting an automated retail vending machine priorto installation include, but are not limited to, the following: (1) the automated retail vending machine has obvious external damage, is unattractive or does not reasonably appear to be "new" or "like-new"; (2) the model of the automated vending retail machine is outdated or is not ofthe highest standard of quality; or (3) the automated retail vending machine does not meet another requirement set forth in this Agreement.
Maintenance Service Schedule. Prior to the installation of an automated retail vending machine, Licensee shall establish an initial servicing schedule for such automated retail vending machine with service scheduled at least once per week, or such greater amount as Licensee determines necessary based upon projected usage and sales (the "Service Schedule"). Once an automated retail vending machine has been installed, the City and Licensee will review the related Service Schedule, when determined necessary by the City, in its sole discretion, and shall make any adjustments to such Service Schedule needed based upon sales and/or product usage. Any adjustments to the Service Schedule shall be mutually agreed upon by the City and Licensee. In no case shall an automated retail vending machine be serviced less than once per week unless agreed to in writing by the Commissioner. Licensee will provide the City a copy of the initial Service Schedule for each automated retail vending machine prior to installation of such automated retail vending machine and an updated Service Schedule following any adjustments thereto.
Repairs and Replacement.



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If any automated retail vending machine is damaged or is inoperable or for any reason, Licensee must repair or replace such automated retail vending machine, in a manner acceptable to the Commissioner, as promptly as possible; provided, all repairs must be performed within 48-hours of when Licensee became aware of such damage or inoperability unless additional time is granted in writing by the Commissioner. Alternatively, Licensee may replace such automated retail vending machine; provided, such replacement automated retail vending machines must be installed by Licensee and fully operable within five (5) days of when Licensee became aware of the damage or inoperability. The replacement automated retail vending machine must new or like new, carry the same Products as the damaged automated retail vending machine, and meet all other requirements set forth in this Agreement. The time for repair or replacement may be extended at the discretion of the Commissioner. Licensee's failure to timely repair or replace the applicable automated retail vending machine would cause the City damages including, among other things, loss of goodwill, which would be difficult or impossible to prove or quantify. As such, and in addition to all other remedies the City may have at law, in equity or under this Agreement, Licensee will incur, as liquidated damages and not as a penalty, the amounts outlined in Exhibit 11 upon failure to complete any replacement or repairs required under this Section within the applicable cure period.
The City, in its sole discretion, reserves the right to require Licensee to replace any automated retail vending machine that requires significant refurbishment, is frequently in need of repairs, has repeated malfunctions or which is otherwise deemed to not adequately serve the public.
Any repair person dispatched by Licensee must be well-trained and knowledgeable about vending equipment and must be able to efficiently and effectively repair vending equipment. Licensee must ensure that all repair persons carry photo identification whenever making a service call to an automated retail vending machine.
(f) Reporting Damage. Licensee must immediately report any damage arising out of Licensee's performance under this Agreement to the City. Any damage to City or third-party property due to Licensee's installation or maintenance work under this Agreement must, at Licensee's expense, be repaired, replaced or restored by Licensee to at least an equivalent condition as before such damage occurred.
(jg) Sanitation. Disposal of Refuse and Cleanings.
(i) Licensee must take whatever action is reasonably necessary to maintain the highest standards of sanitation and cleanliness in the Licensed Retail Spaces to the extent such action is consistent with vending services industry standards. Licensee's commitment to the maintenance of a clean and attractive environment in the Licensed Retail Spaces is consistent with vending services industry standards. Immediately following any installation of or maintenance to an automated retail vending machine, Licensee must clean up and properly dispose of all refuse and waste materials resulting from such installation or maintenance.
(if) Licensee must thoroughly clean (inside and out) all automated retail
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vending machines as often as is reasonably necessary, but at least twice per calendar year. If Licensee becomes aware that an automated retail vending machine requires cleaning outside of those regularly scheduled, Licensee must clean such automated retail vending machine as promptly as possible, but in any event within seven (7) days of discovering such need. Licensee shall schedule cleanings primarily before 5:30 a.m. or after 10:30 p.m. when passenger traffic is light, or as otherwise approved by the City.
4.7 Operation of Concession.
Hours of Operation.
0 Licensee must begin conducting its Concession operations in each Licensed Retail Space within ninety (90) days of the Delivery Date applicable to that Licensed Retail Space and continue operations uninterrupted after that date during all required hours of operation. Each automated retail vending machine shall be operable and available to the public twenty-four (24) hours per day, seven (7) days per week, three hundred sixty-five (365) days per year. In no event shall the hours of operation be curtailed by Licensee to an extent that the Services conducted pursuant to the License are diminished unless otherwise approved by the Commissioner or CMR in writing. An automated retail vending machine in a Licensed Retail Space is permitted to be temporarily unavailable periodically for restocking, cleaning, maintenance and repair. To the extent possible, such temporary unavailability shall not be during peak passenger times as per published flight schedules. Licensee is required to allow access to its automated retail vending machines to the City twenty-four (24) hours per day.
(5) Except as otherwise permitted under this Agreement, it is an Event of Default if Licensee fails to operate its Concession from any Licensed Retail Space during all times Licensee is required to do so under Section 4.7(a)(i) and such failure continues for more than three (3) days after the City provides notice of the failure to Licensee. Licensee acknowledges that failure to provide the Concession to the public would cause the City substantial damages, a portion of which may be ascertainable but another portion of which, related to loss of goodwill due to the public's inability to obtain the Products, the provision of which is one of the key purposes of this Agreement, might be difficult or impossible to prove or quantify. Accordingly, in addition to other remedies available to the City for an Event of Default, Licensee must pay the City, as liquidated damages and not as a penalty, in connection with such loss of goodwill, the amounts as outlined in Exhibit 11 on the first day after expiry of the three-day cure period. The obligation to make payments of liquidated damages will continue until the earliest of: (i) the time that the affected portion of the Licensed Retail Space re-opens for business; or (ii) the date that this Agreement expires or is terminated with respect to the affected portion of the Licensed Retail Space.
Personnel.
(I) Licensee must maintain a full time, fully trained staff during the Term of this Agreement having sufficient size, expertise and experience to operate the Concession. Licensee must designate a general manager, experienced in management

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and supervision, who has sufficient authority and responsibility to administer and manage the Concession. The general manager (or authorized representative) must be immediately available to the Department during normal business hours. The Commissioner may request removal ofthe general manager if the Commissioner reasonably determines, in the Commissioner's sole discretion, that the general manager is not performing up to standards consistent with the fulfillment of Licensee's obligations and Licensee agrees to comply with the Commissioner's request; provided that such request is in writing, does not contravene applicable laws, and Licensee is first given an opportunity to respond and address such issues consistent with this Agreement. Licensee's obligation to comply with any such request shall also be subject to restrictions imposed upon it by any collective bargaining agreement or other contract affecting such personnel.
(ii) Salaries of all employees of Licensee and its Subcontractors performing services or work under this Agreement must be paid unconditionally and not less often than once a month without deduction or rebate on any account, except only for those payroll deductions that are mandated by law or permitted by the applicable regulations issued by the United States Secretary of Labor under the "Anti-Kickback Act" of June 13, 1934 (48 Stat. 948; 62 Stat. 740; 63 Stat. 108; 18 U.S.C. § 874, and 40 U.S.C. § 276c). Licensee must comply with all applicable "Anti-Kickback" regulations and must insert appropriate provisions in all Subcontracts covering work under this Agreement to ensure compliance of all Subcontractors with those regulations and with the other requirements hereunder and is responsible for the submission of affidavits required under them, except as the United States Secretary of Labor may specifically provide for variations of, or exemptions from, those requirements.
Trade Name. Unless otherwise approved by the Commissioner in writing, Licensee must operate the Concession only in Licensee's trade name identified in the Response.
Records and Audit. Licensee must maintain books and records of the operations of the automated retail vending machines and Services, including cash and non-cash revenues generated and unit sales of each Product sold on a monthly basis, with a separate account for each automated retail vending machine and each Vending Zone. All books and records must be maintained in a manner consistent with generally accepted accounting principles and practice.
Licenses and Permits. Licensee must, in a timely manner consistent with its obligations under this Agreement, secure and maintain, or cause to be secured and maintained, at its expense, any permits, licenses, authorizations and approvals necessary under federal, state or local law for Licensee and Subcontractor to operate the Concession; operate, use and maintain the Licensed Spaces; and otherwise comply with the terms of this Agreement and the privileges granted under this Agreement. Issuance of any required permit by the City as to the installation or maintenance of an automated retail vending machine pursuant does not waive other applicable requirements of federal or Illinois law or the Municipal Code of Chicago, and Licensee must comply with such other requirements. Licensee must promptly provide copies of any required licenses and permits to the Commissioner and CMR. If Licensee fails to timely cure non­compliance, then, in addition to all other remedies the City may have at law, in equity or under this Agreement, Licensee must pay the City, as liquidated damages in connection with the loss of

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good will among visitors to the Terminals and not as a penalty, the amounts outlined in Exhibit 11.
Distribution and Deliveries. Concession deliveries must be made only within the times and at the locations authorized by the Commissioner and otherwise in accordance with the terms of this Agreement. All deliveries that require access to the aircraft operations area ("AOA") must be made by vehicles and drivers qualified and permitted to drive over AOA roadways. There is currently no central distribution and storage facility at the Airport; however, the City intends to implement such a facility during the Term of this Agreement. Thereafter, at the option of the Commissioner, after first giving reasonable notice to Licensee, the Commissioner may require Licensee to arrange for all deliveries to the central distribution and storage facility, except where delivery to a third party is prohibited by law, such as delivery of liquor, or as otherwise approved by the Commissioner in writing. At the Commissioner's sole discretion, the central distribution and storage facility, if implemented, may be operated by a third-party licensee selected or approved by the Commissioner. If the central distribution and storage facility is implemented, Licensee must pay the City, or the third-party operator. Licensee's proportional share of the cost for deliveries to and distribution from the facility ("Distribution Fee") as determined by the Commissioner. Such Distribution Fee will be intended to cover the costs of delivery as well as development, utility, operation and maintenance costs and other costs associated with the opening and/or operation of the central distribution and storage facility and is considered to be an Additional Fee. Licensee acknowledges that the City will not be responsible for and will have no liability related to the operation of (or the failure to operate) the central distribution and storage facility at the Airport, including lost profits, consequential damages or any other losses or damages whatsoever.
Collections. Licensee is responsible for all collections of Gross Revenues. Collections of Gross Revenues from automated retail vending machines must be accomplished in a prompt and timely manner and may not interfere with use and access of the automated retail vending machines.
Payment Card Industry Compliance. Licensee's Concessions must be and remain compliant with Payment Card Industry Security Standards ("PCI Standards") at all times as the PCI Standards are in effect at such time. Any breach of compliance with the PCI Standards, then in effect and related to the Concessions at the Airport, must be reported to the City within forty-eight (48) hours of Licensee's knowledge of such event. Licensee's failure to be in compliance with the PCI Standards on numerous occurrences (more than one) constitutes an Event of Default under this Agreement.
4.8 Utilities and Utilities Access.
(a) Utility Usage Fee. The City shall charge Licensee the Utility Usage Fee for utilities based on a reasonable estimate of usage for each automated retail vending machine as further defined in Exhibit 12; provided, however, Licensee, may at its sole cost and upon written notification to the City, elect to have the utilities separately metered and the City shall calculate the Utility Usage Fee based on the metered reading of utilities furnished to the automated retail vending machines. Notwithstanding the foregoing, the City, after written notice to the Licensee, may select any other reasonable method for calculating the Utility Usage Fee and such periodic updates shall not require an amendment to this Agreement.
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(b) Utilities Access. To the extent Licensee cannot use existing piping, wiring or other existing facilities to access utilities in a Vending Zone for its automated retail vending machines, the City will construct new, different or additional piping or wiring at such Vending Zone to provide utilities access for Licensee's automated retail vending machine. To the extent such construction relates to an automated retail vending machine's ability to access or utilize:
the electrical system, such construction will be a Vending Zone Improvement, and the cost incurred by the City for such Vending Zone Improvement will be covered by collection of the Connection Fee pursuant to Section 6.01;
any utility other than the electric system, Licensee will be responsible for the actual costs of such construction, and if the related Licensed Space:

is not Additional Space, such costs will be billed to Licensee as an Additional Fee; or,
is Additional Space, such costs will be assessed as part of the Additional Space Connection Fee.

Marketing and Promotion.

Marketing Fee and Advertising Fund. The Department operates a marketing fund (the "Fund") for the purpose of financing a program for advertising and promoting concessions at the Airport. The Program may include advertising, media placements, displays and related upkeep, special events, signage, enclosures, promotional events, brochures, videos and catalogs, mystery shops, market research and surveys, customer service training etc., as appropriate. The Program will be funded by contributions from Licensee and other concessions operators and tenants at the Airport. Licensee will contribute an amount of 0.5% of Gross Revenues per License Year to the Fund (such contribution the "Marketing Fee"). All contributions to the Fund may only be expended for the promotion of concessions and marketing-related staff activities at the Airport and for no other purposes. Licensee shall make its contributions to the Fund monthly in arrears concurrently with its Fee payments under this Agreement. The City may, but is not required to, contribute to the Fund. Licensee has no ownership or beneficial interest whatsoever in the Fund or any unspent moneys therein.
Logo. Licensee agrees to provide, at the sole cost of Licensee and if requested by the City, the City with one (1) logo sign per automated retail vending machine designed and constructed according to City's specifications. The logo sign must be removable. Any future updates and replacements of the logo sign shall be at the sole cost of Licensee at shall be at the sole discretion of the City.
MBE/WBE Compliance.
(a) As applicable, Licensee shall make good faith efforts to meet the following goals with respect to participation of Minority Business Enterprises/Woman-Owned Business Enterprises ("MBE/WBE") in any design (including professional services) and any construction (including installations) of Licensee undertakes pursuant to this Agreement, respectively: (i) Design: 25% MBE and 5% WBE; and (ii) Construction: 26% MBE and 6% WBE. However, in consideration of the anticipated costs of any such design and construction of the Concession, the City will accept a participation plan that meets a combined single Design and Construction goal of 26%
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MBE and 6% WBE participation, which participation may be achieved with any combination of construction and design contracts. The Special Conditions and related forms used by the City in its own procurements are attached hereto as Exhibit 8 and should be used by Licensee's Subcontractors. Licensee must submit to CMR completed Schedules Cs and D's from its design and construction Subcontractors demonstrating their percentage MBE and WBE participation commitments, and their good faith efforts to achieve the foregoing goals if the commitments are less than those goals. Thereafter, Licensee must submit periodic reports to CMR, in a form and frequency determined by the Commissioner, documenting its Subcontractors;' compliance with their commitments.
ARTICLE 5. LICENSED SPACES
5.1 Location of Automated Retail Vending Machines. Licensee's automated retail vending machines must be located in a Licensed Retail Space identified in Exhibit 1 (or portions thereof as shall be Indicated by the City) or other locations pursi::tnt to the terms set fc: '.h herein as specified solely by the City. Exhibit 1 may be updated by agreement of the Licensee and the Commissioner from time to time to reflect changes in Licensed Space, including but not limited to any Additional Space or Relocation Space without the need to amend this Agreement. As of the Effective Date, the square footage identified in Exhibit 1 is approximate, and is subject to correction in accordance with field measurements to be taken after completion of the Vending Zone Improvements. All such measurements relating to the Licensed Spaces will be made from the manufacturers dimensions and drawings as identified on Exhibit 1. City is allowing access to the Licensed Spaces for the sole purpose of Licensee exercising the License granted, and no other purpose shall be valid unless otherwise approved in writing by the Commissioner. Licensee must confine Concession operations to Licensed Spaces. Any operation by Licensee of an automated retail vending machine outside of Licensed Retail Spaces is an Event of Default.
Storage Space. Licensee shall have access to the Storage Space, if any, identified in Exhibit 1. Storage Space is to be used be used to store inventory and supplies in orderto facilitate use of the License. No Storage Space shall be used for purposes other than supporting Licensee's use of the License. If the Commissioner determines that Licensee is using Storage Space for purposes unrelated to supporting Licensee's use of the License, the Commissioner may unilaterally delete the Storage Space from the Licensed Spaces. If the Commissioner determines that the size ofthe Storage Space exceeds the needs of Licensee, the Commissioner may unilaterally reduce the size of the Storage Space.
Additional Space
(a) Commissioner Offer of Additional Space. During the Term, the Commissioner may from time to time, at the Commissioner's sole discretion, make Additional Space available in the Terminals for Licensee's use of the License. In such event, the Commissioner will send written notice to Licensee to advise Licensee of the following:
size and location of the Additional Space being offered;
whether the Additional Space is being offered as Licensed Retail Space or Storage Space; and


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(iii) the amount of the Additional Space Connection Fee, if any.
Licensee Response to Offer. Within thirty (30) days after receiving the notice from the Commissioner, Licensee must notify the Commissioner if it accepts or rejects the Additional Space and, if the Additional Space will be Licensed Retail Space, the amount by which Licensee proposes to increase its Minimum Annual Guarantee to reflect the anticipated increase in Gross Revenues from the Additional Space. Upon notification from Licensee to the Commissioner that Licensee accepts Additional Space to be used as Licensed Retail Space and acceptance by the Commissioner ofthe proposed increase in the Minimum Annual Guarantee, Exhibits 1 and 2 shall be modified accordingly without the need for an amendment. Upon notification from Licensee to the Commissioner that it rejects the Additional Space or if Licensee fails to notify the Commissioner within thirty (30) days whether it accepts the Additional Space, the offer will terminate, and the Commissioner may offer the Additional Space toothers.
Additional Space Connection Fee. With respect to each automated retail vending machine to be installed on accepted Additional Space, Licensee agrees to pay the Additional Space Connection Fee, if any, applicable prior to installation of such automated retail vending machine in the Additional Space.
No Obligation to Provide Additional Space. Nothing in Section 5.03(a) or Section 5.05 requires the Commissioner to offer any Additional Space to Licensee or restricts the Commissioner's or the City's right to enter into any concession agreement with any third party for such space. Additional Space, if any, offered to Licensee is solely for the benefit of the Airport to enhance Airport revenues, and whether or not to offer such Additional Space to Licensee is at the Commissioner's sole and absolute discretion. LICENSEE HAS NO RIGHT TO BE OFFERED ANY ADDITIONAL SPACE AND COMMISSONER IS UNDER NO OBLIGATION TO ACCEPT ANY LICENSEE PROPOSAL TO ACQUIRE ADDITIONAL SPACE.
5.4 Relocation Space. The Commissioner may at any time during the Term require Licensee to relocate all or portion of the Licensed Spaces to another location within the Airport and revoke Licensee's permission to access the portion of the Licensed Spaces being vacated when, in the sole discretion of the Commissioner, the relocation is necessary for other Airport purposes or is in the best interest of the City. In such an event, the Commissioner will notify Licensee in writing within a reasonable period of time prior to the relocation. Such notice will be not less than ninety (90) days in advance of the relocation but, in any event, is not required more than one hundred eighty (180) days in advance. The City is responsible for reasonable costs incurred in any such relocation, including the cost of moving Licensee's automated retail vending machine and inventory.
55 Licensee Proposal for Modification to Licensed Spaces. Licensee may submit a written proposal for Additional Space, to remove or otherwise modify Licensed Spaces, or to install additional or change the location of existing automated retail vending machines in Licensed Retail Spaces. Any such proposal must include written support for the change and, if applicable, indicate the amount by which Licensee proposes to increase its Minimum Annual Guarantee to reflect the anticipated increase in Gross Revenues from the Additional Space. The
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Commissioner has the sole authority to grant or deny such request.
5.6 Maximum Number of Automated Retail Vending Machines. The maximum aggregate number of automated retail vending machines that Licensee may operate pursuant to the License, including automated retail vending machines in Additional Space and Relocation Space, is thirty-five (35), unless otherwise increased by the Commissioner in writing, which such increase shall not require an amendment to this Agreement.
ARTICLE 6. FEES, PAYMENT TERMS AND REPORTS
6.1 Fees Payable. In consideration of Licensee's License and the associated rights and privileges granted in this Agreement, Licensee must pay the Fees incurred pursuant to this Agreement, without notice or demand, which include but are not limited to, the Fees specified below:
License Fee. Beginning as of the Date of Beneficial Occupancy, an amount equal to the greater of (i) or (ii) below:
0 Percentage Fee. The "Percentage Fee" is an amount equal to a percentage of Gross Revenues as set forth in Exhibit 2.
(ii) Minimum Annual Guarantee.
There is no "Minimum Annual Guarantee" or "MAG" for the first License Year of the Term. The Minimum Annual Guarantee for the second License Year is 85% of the Percentage Fee payable in the first License Year. Beginning with the third License Year, and for each License Year thereafter, the Minimum Annual Guarantee will equal the greater of 85%) of the Percentage Fee payable for the preceding License Year, but no less than the Minimum Annual Guarantee set for the second License Year.
Connection Fee. The Licensee shall pay the "Connection Fee" applicable to each automated retail vending machine to cover the costs of the Vending Zone Improvements pursuant to 6.02(c) The Connection Fee shall not apply to automated retail vending machines installed on Additional Space.
Additional Space Connection Fee. Before installing an automated retail vending machine on Additional Space, Licensee shall pay the "Additional Space Connection Fee," if any, applicable to such automated retail vending machine to cover the costs related to adding such automated retail vending machine to the applicable Vending Zone. The Additional Space Connection Fee shall be a one-time, non-refundable fee.
Additional Fees. The "Additional Fees" are the Marketing Fee, Distribution Fee, Connection Fee, Additional Space Connection Fee, Utility Usage Fee and any other charges payable to the City under this Agreement that are identified as Additional Fees.
Nonpayment of Fees: Obligation to Pay Fees. Failure by Licensee to pay the Fees, or any portion thereof, when due is an Event of Default. The payment of the Fees under this
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Agreement is independent of each and every other covenant and agreement contained in this Agreement, and Licensee must pay all Fees without any set off, abatement, counterclaim or deduction whatsoever except as otherwise expressly provided in this Agreement.
(f) Impositions. Licensee must timely pay, as and when due, any and all taxes, assessments, fees, and charges levied, assessed or imposed by a governmental unit upon this Agreement, Licensee's Concession business or upon Licensee's personal property, including but not limited to all permit fees and charges of a similar nature for Licensee's conduct of any business or undertaking in the Licensed Spaces (collectively, "Impositions"). Failure of Licensee to pay any Imposition when due, except to the extent that Licensee is allowed to withhold payment while contesting the amount of the Imposition, will constitute an Event of Default.
6.2 Time of Payments.
Payment on the First of the Month. On or before the first day of each calendar month, prorated for any partial calendar month, beginning on the first day of the calendar month following the DBO and continuing throughout the Term, Licensee must pay to the City that portion of the Minimum Annual Guarantee as may be due.
Payment on the Fifteenth of the Month. On or before the 15th day of each calendar month following the DBO, Licensee must pay the City:

the amount, if any, by which the Percentage Fee for the preceding month exceeds the Minimum Annual Guarantee payment that was made on the first day of the month;
the Marketing Fee, Distribution Fee, Additional Space Connection Fee, Utility Usage Fee, and any other forms of Additional Fees, if any, based, as applicable, on the Gross Revenues of the preceding month or pre­determined amount; and
any other charges payable to the City.
Payment of the Connection Fee. On or before the 15th day of the calendar month following:

the earliest Delivery Date of a Licensed Retail Space, Licensee must pay, with respect to each of Licensee's automated retail vending machines installed or anticipated to be installed pursuant to this Agreement, in Vending Zones Licensee shall pay the City the first installment of the Connection Fee.
The amount of the first installment owed per automated retail vending machine will be based on an estimate of the total costs of the Vending Zone Improvements, allocated across all automated retail vending machines to be included in Vending Zone.
the DBO, Licensees must pay, with respect to each of Licensee's automated retail vending machines installed or anticipated to be installed in Vending
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Zones pursuant to this Agreement, Licensee shall pay the City, the second installment of the Connection Fee. The amount of the second installment owed per automated retail vending machine will be based on the difference between the actual costs of the Vending Zone Improvements and the estimated costs used to determine the amount owed under the first installment, allocated across all automated retail vending machines to be included in Vending Zones. In no case shall the Connection Fee exceed $2,500. The City shall notify Licensee of the amounts owed pursuant to this Section on or before the first calendar day of the month such installments are owed.
(d) Year End True Up. If the annual statement of Gross Revenues indicates that the Percentage Fee attributable to the preceding License Year exceeds the amount of all payments made by Licensee to the City for the License Year in question, then Licensee must pay the amount of the underpaid Percentage Fee to the City upon the submission ofthe annual statement of Gross Revenues. If the annual statement of Gross Revenues indicates that the Percentage Fee attributable to the preceding License Year is less than the amount of all License Fee payments made by Licensee to the City for the period in question, but the Percentage Fee still exceeds the MAG for that License Year, then Licensee will receive a credit against the next License Fee payment due under this Agreement for the amount by which the License Fee actually paid by Licensee exceeded the Percentage Fee attributable to the period.
Material Underpayment or Late Payments. Without waiving any other remedies available to the City, if Licensee underpaid Fees due in any calendar year by more than 5% or failed to make any Fee payment within five (5) days of the date due, then Licensee must pay, in addition to the amounts due to the City as Fees, interest on the amount of underpayment or late payment at the Default Rate. Interest on the amount underpaid accrues from the date on which the original payment was due until paid in full and shall be considered an Additional Fee. The provision for the payment of interest does not constitute an authorization by the City of underpayment or late payment.
Reports.
(a) Monthly Reports: Licensee must produce and provide to the City a report showing a summary for each monthly payment period by the 15th day of the calendar month succeeding the applicable monthly payment period (the "Monthly Report"). The Monthly Report shall be on a form approved by the City, which form may be updated from time to time. The Monthly Report must reflect Gross Revenues derived from each automated retail vending machine during the applicable payment period. Additionally, the Monthly Report must include, but shall not be limited to, the following, each for the applicable monthly payment period:
the aggregate quantity of each Product sold, and the quantity of each Product sold by date sold, time of day sold, Vending Zone and automated retail vending machine;
the aggregate Gross Revenues, and Gross Revenues by Product, Vending Zone and automated retail vending machine; and the volume of sales in dollars generated by each type of retailed item (i.e., soda, candy, snacks etc.)
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dispensed at each Vending Zone by each automated retail vending machine; and
(iii) the monthly Gross Revenues and Fees owed to the City by each Vending Zone and each automated retail vending machine.
Additional Reports. In addition to the Monthly Reports, Licensee must, if reasonably requested by the City, produce and provide reports on a daily and/or weekly basis containing the same information as the Monthly Reports but covering such daily and/or weekly payment period.
Annual Reports.

Licensee must also furnish to Commissioner no later than March 1 of each License Year falling wholly or in part within Lhe Term of this Agreement, and within 120 days after the expiration or termination of this Agreement, a complete statement of revenues certified by an independent certified public accountant engaged by Licensee, showing in reasonable detail the amount of Gross Revenues made by Licensee in, on or from the Concessions during the preceding License Year, copies of all returns and other information filed with respect to Illinois sales and use taxes, and as such other financial and statistical reports as the Commissioner may, from time to time, reasonably require by written notice to Licensee.
The annual statement must include a breakdown of Gross Revenues on a month-by-month basis and an opinion of an independent certified public accountant that must include the following language, or language of similar purport:
"We, a firm of independent certified public accountants, have examined the accompanying statement reported to the City of Chicago by
for the year ended relating to its operations at
the Terminals pursuant to an Agreement dated ,
. Our examination was made in accordance with generally accepted
accounting principles and, accordingly, includes such tests of the accounting records and such other procedures as we considered necessary in the circumstances.

In our opinion, the accompanying statement showing gross revenues of
$ presents accurately the amount of Gross Revenues, as
defined in the Agreement, for the year ended ."
Form of Reports; Right to Audit. All such reports and statements must be prepared on a form approved by the Commissioner and must, among other things, provide a breakdown of the Gross Revenues by category of Products and an analysis of all Percentage Fees due and payable to the City with respect to the period in question. If Licensee fails to timely furnish to the Commissioner any monthly or annual statement required under this Agreement or if the independent certified public accountant's opinion is qualified or conditioned in any manner, the Commissioner has the right (but is not obligated) without notice, to conduct an audit of Licensee's
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financial records directly and solely related to this Agreement and to prepare the statements at Licensee's expense based on reasonable costs. Licensee must also provide the Commissioner with such other financial or statistical reports and information concerning the Concessions in the form as may be reasonably required from time to time by the Commissioner.
(e) Cost of Reports. All reports produced pursuant to this Section 6.04 shall be at Licensee's sole cost and expense. All such reports and any related records must be made readily available to the City and maintained by Licensee for no less than two (2) years.
ARTICLE 7. TERM OF AGREEMENT
7.1 Term of Agreement. The term of this Agreement is the Term as defined in Article 3, unless this Agreement is terminated earlier and in accordance with its terms. The License is revocable in accordance with the terms of this Agreement and, in any event, shall be revoked upon termination or expiration of this Agreement.
Holding Over. Continued occupancy by Licensee without the written consent of the Commissioner of all or a portion of the Licensed Spaces after expiration or termination of this Agreement constitutes holding over and will create a month-to-month license on the same terms and conditions as this Agreement, including payment of License Fees, until terminated by the Commissioner upon not less than thirty (30) days prior written notice to Licensee of such termination. If Licensee continues to hold over after receipt of such written notice, Licensee must pay License Fees for the entire holdover following the termination date under the notice, at double the rates of the License Fees. No occupancy of the Licensed Spaces by Licensee after the expiration or other termination of this Agreement extends the Term of this Agreement. Also, in the event of any unauthorized and willful occupancy after expiration or termination of this Agreement, Licensee must indemnify the City against all damages arising out of the retention of occupancy, and all insurance policies and letters of credit required to be obtained and maintained by Licensee as set forth in this Agreement must continue in effect.
Extension Option. The Commissioner may at any time before this Agreement expires elect to extend this Agreement for up to two (2) additional one (1) year periods under the same terms and conditions as this original Agreement, except as provided otherwise in this Agreement, by notice in writing to Licensee. If Licensee agrees to such extension, then after notification by the Commissioner, this Agreement must be modified to reflect the time extension in accordance with the provisions of Section 11.03.
7.4 Termination Due to Change in Airport Operations. This Agreement, or the License, is subject to termination by either party on sixty (60) days' written notice in the event of any action by the FAA, the TSA or any other governmental entity or the issuance of an order by any court of competent jurisdiction which prevents or restrains the use of the Airport, the Terminals or a portion thereof that renders performance by either party hereunder impossible, and which governmental action or court order remains in force and is not stayed by way of appeal or otherwise, for a period of at least ninety (90) days, so long as the action or order is not the result of any Event of Default of Licensee.
75 Early Termination. Notwithstanding anything to the contrary set forth in this
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Agreement, the Commissioner may terminate this Agreement with respect to any or all of the Licensed Space without cause for any reason, in the Commissioner's sole discretion, upon at least ninety (90) days prior written notice to Licensee. Upon the effective date set forth in such notice, Licensee shall surrender and vacate that portion of Licensed Space as to which this Agreement is being terminated as if the Agreement had expired on that date with respect to such Licensed Space. In the event of such early termination, the City shall pay to Licensee a "Licensed Space Termination Payment", which shall be defined herein to include the following: a sum equal to Gross Revenues earned by Licensee from the Licensed Space being terminated during the four (4)-month period immediately preceding the termination date, less the Fees payable to the City for that period. Upon Licensee's receipt of the Licensed Space Termination Payment and vacation of the Licensed Space, the City and Licensee shall thereafter be released from any and all obligations under this Agreement with respect to the Licensed Space except for such obligations which are expressly stated to survive the expiration or earlier termination of this Agreement.
ARTICLE 8. INSURANCE, INDEMNIFICATION AND SECURITY
8.1 Indemnification.
Indemnity. Except where this indemnity clause would be found to be inoperative or unenforceable under the Construction Contract Indemnification for Negligence Act, 740 ILCS 35/0.01 et seq. ("Anti-Indemnity Act"), Licensee must defend, indemnify, keep and hold harmless the City, its officers, representatives, elected and appointed officials, agents and employees, from and against any and all Losses.
Losses. "Losses" means, individually and collectively, liabilities of every kind, including losses, damages, and reasonable costs, payments and expenses (such as, but not limited to, court costs and reasonable attorneys' fees and disbursements), claims, demands, actions, suits, proceedings, judgments or settlements, any or all of which in any way arise out of or relate to the acts or omissions of Licensee, its employees, agents, subtenants, and Subcontractors.
Defense of Suits. At the City Corporation Counsel's option. Licensee must defend all suits brought upon all such Losses and must pay all costs and expenses incidental to them, but the City has the right, at its option, to participate, at its own cost, in the defense of any suit, without relieving Licensee of any of its obligations under this Agreement. Licensee must not make any settlement without the prior written consent to it by the City Corporation Counsel if the settlement requires any action on the part of the City or in any way involves the Airport.
Wavier of Indemnity Limits. To the extent permissible by law, Licensee waives any limits to the amount of its obligations to indemnify, defend or contribute to any sums due under any Losses, including any claim by any employee of Licensee that may be subject to the Workers Compensation Act, 820 ILCS 305/1 et seq. or any other related law or judicial decision (such as, Kotecki v. Cyclops Welding Corporation, 146 111. 2d 155 (1991)). The City, however, does not waive any limitations it may have on its liability under the Illinois Workers Compensation Act, the Illinois Pension Code or any other judicial decision.
Survival. The indemnities contained in this section survive expiration or termination of this Agreement for matters occurring or arising during the term of this Agreement
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or as the result of or during Licensee's performance of Services beyond the Term. Licensee acknowledges that the requirements set forth in this section to indemnify, keep and save harmless and defend the City are apart from and not limited by Licensee's duties under this Agreement, including the insurance requirements.
Insurance Requirements. Licensee must, at its sole expense, procure and maintain at all times during the Term of this Agreement, and during any time period following expiration or termination of this Agreement during which Licensee is holding over or Licensee is required to return to the Licensed Space for any reason whatsoever, the types of insurance specified in Exhibit 6 covering all operations under this Agreement, with insurance companies authorized to do business in the State of Illinois.
Disclaimer by City. Notwithstanding anything in this Agreement to the contrary, City expressly disclaims any and all liability fo; damage of any kind to the automated retail vending machines, except to the extent that such damage is caused by the grossly negligent acts or omissions or willful misconduct of the City or its employees. Responsibility for repairing and/or replacing any damaged or broken automated retail vending machine, and all liability for damage to the automated retail vending machines shall be the responsibility of Licensee, except to the extent that such damage is caused by the grossly negligent acts or omissions or willful misconduct of the City or its employees. City's total disclaimer applies whether the damage to the automated retail vending machine occurs while such automated retail vending machine is in the Licensed Spaces, are in the process of being transported to or from one of the Licensed Spaces, or are in the process of being installed or removed from one of the Licensed Spaces.
Security.
(a) Form of Security.
(i) Licensee must deliver to the City no later than the earlier to occur
of: a) 30 days after the Effective Date or b) the Delivery Date for the first Licensed Space,
an irrevocable, unconditional sight draft Letter of Credit in favor of the City. The face
amount of the Letter of Credit and any replacements or renewals of it must be maintained
by Licensee, through and including the date that is 180 days after the expiration ofthe Term
or termination of this Agreement, as follows: the face amount ofthe Letter of Credit must
at all times equal a) 25% of the estimated third full License Year MAG, based on projected
Gross Revenues or other reasonable method mutually agreed upon by both parties (without
consideration of any pro-rationing on account of either a License Year of less than 12
months or partial occupancy of the Licensed Space) and b) the Letter of Credit will be
required to be adjusted, as the MAG increases or decreases throughout the term. The Letter
of Credit must be in the form set forth in Exhibit 6 or as otherwise approved by the
Corporation Counsel.
(ii) In lieu of the Letter of Credit, Licensee may provide cash or a cashier's check
in the same amount for immediate deposit in the City's accounts. The Letter of Credit, cash
or cashier's check, as applicable, is referred to in this Agreement as the "Security." The
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original Letter of Credit, and all replacements of it, must be issued with an expiry date of at least one year after their respective dates of issuance. The Security secures the faithful performance by Licensee of all of Licensee's obligations under this Agreement. The Commissioner is entitled to draw on any such Letter of Credit unless proof of renewal of the Letter of Credit or a replacement Letter of Credit in form and substance satisfactory to the Comptroller has been furnished to the Commissioner at least thirty (30) days before its expiration date. The City will hold the proceeds as a cash Security to secure the full and faithful performance of Licensee's obligations under this Agreement. The Commissioner is not obligated to pay or credit Licensee with interest on any Security.
The Commissioner also is entitled to draw on the Letter of Credit in whole or in part upon the occurrence of an Event of Default, in which event the Commissioner is entitled to apply or retain all or any part of the proceeds of it or any cash or other Security deposited by Licensee and held by the City for the payment of any obligation of Licensee arising before or after the Event of Default.
The Letter of Credit must provide that the Commissioner may draw upon the Letter of Credit in whole or in part upon the delivery by the Commissioner to the issuer of the Letter of Credit of a demand for payment, purportedly signed by the Commissioner, together with a written statement that the Commissioner is entitled to draw upon the Letter of Credit under the terms of this Agreement. If amounts are drawn upon the Letter of Credit or amounts of a cash Security are applied by the Commissioner in accordance with the terms of this Agreement, Licensee must reinstate the Letter of Credit or cash Security to its full amount required in this Agreement within five (5) days following notification by the Commissioner of the City's draw upon the Letter of Credit or use of the cash Security. The rights reserved to the Commissioner or the City under the Letter of Credit or any cash Security are in addition to any rights they may have under this Agreement or under law.

Qualified Issuers. The Letter of Credit called for in this Agreement must be issued by companies or financial institutions having a rating of "A" or better as determined by Standard and Poor's or by Moody's Investors Service, Inc., or a net worth of at least $500,000,000, and must have an office in Chicago where the Commissioner may draw on the Letter of Credit. The Commissioner also reserves the right to order Licensee to immediately vacate some or all of the Licensed Spaces until the Letter of Credit is in place and effective.
No Excuse from Performance. If the financial condition of any Letter of Credit issuer issuing the Letter of Credit materially and adversely changes, the Commissioner may, at any time, require that the Letter of Credit be replaced with a Letter of Credit from another institution and in accordance with the requirements set forth in this section.
Non-Waiver. Notwithstanding anything to the contrary contained in this Agreement, the failure of the Commissioner to draw upon the Letter of Credit required under this Agreement or to require Licensee to replace the Letter of Credit at any time or times when the Commissioner has the right to do so under this Agreement does not waive or modify the Commissioner's rights to draw upon the Letter of Credit and to require Licensee to maintain or, as the case may be, replace the Letter of Credit, all as provided in this Section.
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ARTICLE 9. EVENTS OF DEFAULT, REMEDIES AND TERMINATION
9.1 Events of Default. Each of the following (a) through (n) constitute Events of Default by Licensee under this Agreement. The Commissioner will notify Licensee in writing of any event that the Commissioner believes to be an Event of Default. Licensee will be given an opportunity to cure the Event of Default within a reasonable period of time, as determined by the Commissioner, but not to exceed thirty (30) days after written notice of the Event of Default; provided, that (i) if a provision of this Agreement provides for a different cure period for a particular Event of Default, that different cure period will apply; (ii) if a provision of this Agreement does not allow a right to cure a particular Event of Default, there will be no right to cure; and (iii) if neither (i) or (ii) apply and if the promise, covenant, term, condition or other non­monetary obligation or duty cannot be cured within the time period granted by the Commissioner, but Licensee promptlv begins and diligently and continuously proceeds to cure the failure within the time period granted and after that continues to diligently and continuously proceed to cure the failure, and the failure is reasonably susceptible of cure within forty-five (45) days from delivery of the notice, Licensee will have the additional time, not in any event to exceed forty-five (45) days, to cure the failure.
Any material misrepresentation made by Licensee to the City in the inducement to City to enter this Agreement or in the performance of this Agreement. There is no right to cure this Event of Default.
Licensee's failure to make any payment in full when due under this Agreement and failure to cure the default within five (5) days after the City gives written notice of the non-payment to Licensee. In addition, Licensee's failure to make any such payment within five (5) days after the written notice more than three (3) times in any License Year constitutes an Event of Default without the necessity of the City giving notice of the fourth failure to Licensee or allowing Licensee any opportunity to cure it.
Licensee's failure to promptly and fully keep, fulfill, comply with, observe, or perform any promise, covenant, term, condition or other non-monetary obligation or duty of Licensee contained in this Agreement.
Licensee's failure to promptly and fully perform any obligation or duty, or to comply with any restriction of Licensee contained in this Agreement concerning Transfer or Change in Ownership, whether directly or indirectly, of Licensee's rights or interests in this Agreement or of the ownership of Licensee.
(e) Licensee's failure to provide or maintain the insurance coverage required under this Agreement (including any material noncompliance with the requirements) and the failure to cure the Event of Default within two days following oral or written notice from the Commissioner; or, if the noncompliance is nonmaterial, the failure to cure the Event of Default within twenty (20) days after the Commissioner gives written notice. The Commissioner, in the Commissioner's sole discretion, will determine if noncompliance is material.
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Licensee's failure to conduct Concession operations in any Licensed Retail Space at all times Licensee is required to do so under this Agreement.
Licensee's failure to comply with the Value Pricing policy.
An Event of Default by Licensee or any Affiliate under any other agreement it may presently have or may enter into with the City during the Term of this Agreement and failure to cure the default within any applicable cure period. /
(i) Licensee does any of the following and the action affects Licensee's ability to carry out the terms of this Agreement:
becomes insolvent, as the term is defined under Section 101 of the Bankruptcy Code as amended from time to time;
fails to pay its debts generally as they mature;
seeks the benefit of any present or future federal, state or foreign insolvency statute;
makes a general assignment for the benefit of creditors;
files a voluntary petition in bankruptcy or a petition or answer seeking an arrangement of its indebtedness under the Bankruptcy Code or under any other law or statute of the United States or of any State or any foreign jurisdiction; or
consents to the appointment of a receiver, trustee, custodian, liquidator or other similar official, of all or substantially all of its property.
(j) An order for relief is entered by or against Licensee under any chapter of the Bankruptcy Code or similar law in any foreign jurisdiction and is not stayed or vacated within sixty (60) days following its issuance.
(k) Licensee is dissolved.
(1) A violation of law that results in a guilty plea, a plea of nolo contendere, guilty finding, or conviction of a criminal offense, by Licensee, or any of its directors, officers, partners or key management employees directly or indirectly relating to this Agreement, and that may threaten, in the sole judgment of Commissioner, Licensee's performance of this Agreement in accordance with its terms.
(m) Any failure to perform, act, event or omission that is specifically identified as an Event of Default elsewhere in this Agreement.
(n) Failure to provide an EDS when required.
92 Remedies. If an Event of Default occurs and is not cured by Licensee in the time allowed, in addition to any other remedies provided for in this Agreement, the City through the Commissioner or other appropriate City official may exercise any or all of the following remedies:
(a) Terminate this Agreement with respect to all or a portion of the Licensed Spaces and exclude Licensee from that using the License in the Licensed Space affected by
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the termination. If the Commissioner elects to terminate this Agreement, the Commissioner may, at the Commissioner's sole option, serve notice upon Licensee that this Agreement ceases and expires and becomes absolutely void with respect to the Licensed Space or that part identified in the notice on the date specified in the notice, to be no less than five (5) days after the date of the notice, without any right on the part of Licensee after that to save the forfeiture by payment of any sum due or by the performance of any term, provision, covenant, agreement or condition broken. Licensee has up to 30 days following termination to remove Equipment. At the expiration of the time limit in the notice, this Agreement and the Term of this Agreement, as well as the right, title and interest of Licensee under this Agreement, wholly ceases and expires and becomes void with respect to the Licensed Space identified in such notice in the same manner and with the same force and effect (except as to Licensee's liability) as if the date fixed in the notice were the date in this Agreement stated for expiration of the Term with respect to the Licensed Space identified in such notice.
Recover all Fees, including Additional Fees and any other amounts due that have accrued and are then due and payable and also all damages available at law or under this Agreement. If the Agreement is terminated, whether in its entirety or with respect to a part of the Licensed Space, the damages will include damages for the balance of the scheduled Term, based upon any and all amounts that Licensee would have been obligated to pay for the balance of the Term with respect to the Licensed Space, or if this Agreement is terminated with respect to a portion of the Licensed Space, that portion of the Licensed Space affected by the termination, calculated as provided in this Agreement or, if not fixed, as reasonably estimated and prorated among the various portions of the Licensed Spaces. Should the City replace the Licensed Spaces, prior to the Term end date, with a comparable Licensee, the amount due will be through the relicensed date. In determining the amount of damages for the period after termination, the Commissioner may make the determination based upon the sum of any future payments that would have been due to the City, for the full License Year immediately before the Event of Default. All amounts that would have been due and payable after termination for the balance of the Term with respect to all or a portion of the Licensed Space must be discounted to present value at the Default Rate existing as of the date of termination. The Commissioner may declare all amounts to be immediately due and payable.
Distrain upon and remove from all inventory, equipment, machinery, trade fixtures and personal property of any kind or nature, whether owned by Licensee or by others, abandoned or remaining in Licensed Space 30 days after termination, and to proceed without judicial decree, writ of execution or assistance or involvement of constables orthe City's and Licensee's officers, to conduct a private sale, by auction or sealed bid without restriction. Licensee waives the benefit of all laws, whether now in force or later enacted, exempting any of Licensee's property on the Licensed Space or elsewhere from distraint, levy or sale in any legal proceedings taken by
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the City to enforce any rights under this Agreement.
Seek, and obtain specific performance, a temporary restraining order or an injunction, or any other appropriate equitable remedy.
Seek and obtain money damages; including special, exemplary, incidental and consequential damages.
Deem Licensee and Affiliates non-responsible in future contracts or concessions to be awarded by the City.
Declare Licensee and Affiliates in default under any other existing contracts or agreements they might have with the City and to exercise any remedies available under those other contracts or agreements.
Require Licensee to terminate a Subcontract that is causing breaches of this Agreement.
93 Effect of Default and Remedies.
Effect of Waiver. The City's waiver of any one right or remedy provided in this Agreement does not constitute a waiver of any other right or remedy then or later available to the City under this Agreement or otherwise. A failure by the City or the Commissioner to take any action with respect to any Event of Default or violation of any of the terms, covenants or conditions of this Agreement by Licensee will not in any respect limit, prejudice, diminish or constitute a waiver of any rights of the City to act with respect to any prior, contemporaneous or later violation or Event of Default or with respect to any continuation or repetition of the original violation or Event of Default. The acceptance by the City of payment for any period or periods after an Event of Default or violation of any of the terms, conditions and covenants of this Agreement does not constitute a waiver or diminution of, nor create any limitation upon any right of the City under this Agreement to terminate this Agreement for subsequent violation or. Event of Default, or for continuation or repetition of the original violation or Event of Default. Licensee has no claim of any kind against the City by reason of the City's exercise of any of its rights as set forth in this Agreement or by reason of any act incidental or related to the exercise of rights.
Non-Exclusive Remedies. All rights and remedies ofthe City under this Agreement are separate and cumulative, and none excludes any other right or remedy of the City set forth in this Agreement or allowed by law or in equity. No termination of this Agreement or revocation of the License deprives the City of any of its remedies against Licensee for Fees, including Additional Fees or other amounts due or for damages for Licensee's breach of this Agreement. Every right and remedy of the City under this Agreement survives the expiration of the Term or the termination of this Agreement.
ARTICLE 10. SPECIAL CONDITIONS
10.1 Warranties and Representations. In connection with the execution of this Agreement, Licensee warrants and represents statements (a) through (j) below are true as of the Effective Date. If during the Term there is any change in circumstances that would cause a statement to be untrue, Licensee must promptly notify the Commissioner in writing. Failure to do
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so will constitute an Event of Default. Licensee must incorporate all of the provisions set forth in this Section 10.01 in all Subcontracts entered into with any suppliers of materials, furnishers of services, Subcontract, and labor organizations that furnish skilled, unskilled and craft union skilled labor, or that may provide any materials, labor or services in connection with this Agreement, such that the parties warrant, represent and covenant to Licensee as to the matters set forth in this Section. Licensee must cause its Subcontractors to execute those affidavits and certificates that may be necessary in furtherance of these provisions. The certifications must be attached and incorporated by reference in the applicable agreements. If any Subcontract is a partnership or joint venture, Licensee must also include provisions in its Subcontract ensuring that the entities comprising the partnership or joint venture are jointly and severally liable for its obligations under it.
fa) Licensee is financially solvent; Licensee holds itself to verv high standards of quality and professionalism; Licensee and each of its employees and agents are competent to perform as required underthis Agreement; this Agreement is feasible of performance by Licensee in accordance with all of its provisions and requirements; Licensee has the full power and is legally authorized to perform or cause to be performed its obligations under this Agreement under the terms and conditions stated in this Agreement; and Licensee can and will perform, or cause to be performed, all of its obligations under this Agreement in accordance with the provisions and requirements of this Agreement
Licensee is qualified to do business in the State of Illinois; and Licensee has a valid current business privilege license to do business in the State of Illinois and the City of Chicago, if required by applicable law.
The person signing this Agreement on behalf of Licensee has been duly authorized to do so by Licensee; all approvals or consents necessary in order for Licensee to execute and deliver this Agreement have been obtained; and neither the execution and delivery of this Agreement, the consummation of the transactions contemplated, nor the fulfillment of or compliance with the terms and conditions of this Agreement:

conflict with or result in a breach, default or violations of: Licensee's organizational documents; any law, regulation, ordinance, court order, injunction, or decree of any court, administrative agency or governmental body, or any lease or permit; or any of the terms, conditions or provisions of any restriction or any agreement or other instrument to which Licensee is now a party or by which it is bound; or
result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of Licensee under the terms of any instrument or agreement.
There is no litigation, claim, investigation, challenge or other proceeding now pending or, to Licensee's knowledge after due and complete investigation, threatened, challenging the existence or powers of Licensee, or in any way affecting its ability to execute or perform under this Agreement or in any way having a material adverse effect on the operations, properties, business or finances of Licensee.
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This Agreement constitutes the legal, valid and binding obligation of Licensee, enforceable against Licensee in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium and other laws affecting creditors' rights and remedies generally and by the application of equitable principles.
No officer, agent or employee of the City is employed by Licensee or has a financial interest directly or indirectly in this Agreement, a Subcontract under it, or the compensation to be paid under it except as may be permitted in writing by the Board of Ethics established under Chapter 2-156 of the Municipal Code and as may otherwise be permitted by law.
Licensee has not and will not knowingly used the services of any person or entity for any purpose in its performance under this Agreement, when such person or entity is ineligible to perform services under this Agreement or in connection with it, as a result of any local, state or federal law, rule or regulation, or when such person or entity has an interest that would conflict the performance of services under this Agreement.
Neither Licensee nor any Affiliate of Licensee is listed on any of the following lists maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the Bureau of Industry and Security of the U. S. Department of Commerce or their successors, or on any other list of persons with which the City may not do business under applicable law: the Specially Designated Nationals List, the Denied Persons List, the Unverified List, and Entity List, and the Debarred List.
(j) Licensee, and to the best of Licensee's knowledge, its Affiliates, Subcontractors, any of their respective owners holding 7.5% or more beneficial ownership interest, and any of Licensee's directors, officers, members, or partners:
currently have no interest, directly or indirectly, that conflicts in any manner or degree with Licensee's performance under this Agreement and will not at any time during the Term have any interest nor acquire any interest, directly or indirectly, that conflicts or would or may conflict in any manner or degree with Licensee's performance under this Agreement;
have no outstanding parking violation complaints or debts, as the terms are defined in Section 2-92-380 of the Municipal Code (with the exception of any debt or obligation that is being contested in a pending administrative or judicial proceeding) and agrees that, for the Term, they will promptly pay any debts, outstanding parking violation complaints or monetary obligations to the City that may arise during the Term, with the exception of any debt or obligation that is being contested in a pending administrative or judicial proceeding;
are not in default under any other City contract or agreement as of the Effective Date, nor have been deemed by the City to have been in default of any other City contract or agreement within five years immediately preceding the Effective Date;
are not in violation ofthe provisions of §2-92-320 ofthe Municipal Code pertaining to certain criminal convictions or admissions of guilt and are not currently debarred
or suspended from contracting by any Federal, State or local governmental agency;
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are not delinquent in the payment of any taxes due to the City; and
will not make use of the Licensed Space in any manner that might interfere with the landing and taking off of aircraft at the Airport under current or future conditions or that might otherwise constitute a hazard to the operations of the Airport or to the public generally.
0 Except only for those representations, statements, or promises expressly contained in this Agreement, including any Exhibits attached to this Agreement and incorporated by reference in this Agreement, no representation, warranty of fitness, statement or promise, oral or in writing, or of any kind whatsoever, by the City, its officials, agents, or employees, has induced Licensee to enter into this Agreement or has been relied upon by Licensee, including any with reference to:
(i) the meaning, correctness, suitability or completeness of any provisions or requirements of this Agreement;
(if) the nature of the Concession license being granted;
(Hi) the nature, quantity, quality or volume of any materials, equipment, labor and other facilities, needed for the performance of this Agreement;
the general conditions that may in any way affect this Agreement or its performance;
the compensation provisions of this Agreement; or
any other matters, whether similar to or different from those referred to in clauses (i) through (iv) immediately above, affecting or having any connection with this Agreement, the negotiation of this Agreement, any discussions of this Agreement, the performance of this Agreement or those employed in connection with it.
Business Documents, Disclosure of Ownership Interests and Maintenance of Existence
Authorization to do Business. Licensee must provide evidence of its authority to do business in the State of Illinois including, if applicable, certifications of good standing from the Office of the Secretary of State of Illinois, and appropriate resolutions or other evidence of the authority of the persons executing this Agreement on behalf of Licensee.
Economic Disclosure Statement. Licensee has provided the Commissioner with an EDS for itself and EDSs for all entities with an ownership interest of 7.5 percent or more in Licensee, copies of which have been scanned for viewing on the City's website. Upon request by the Commissioner, Licensee must further cause its Subcontractors, sublicensees and proposed Transferees (and their respective 7.5 percent owners) to submit an EDS to the Commissioner. Licensee must provide the Commissioner, upon request, a "no change" affidavit if the information in the EDS(s) previously supplied remains accurate, or revised and accurate EDS(s) if the information contained in the EDS(s) has changed. In addition, Licensee must provide the City revised and accurate EDS(s) within thirty (30) days of any event or change in circumstance that
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renders the EDS(s) inaccurate. Failure to maintain accurate EDS(s) on file with the City is an Event of Default.
Confidentiality . Except as may be required by law during or after the performance of this Agreement, Licensee will not disseminate any non-public information regarding this Agreement or the Concession operations without the prior written consent of the Commissioner, which consent will not be unreasonably withheld or delayed. If Licensee is presented with a request for documents by any administrative agency or with a subpoena duces tecum regarding any documents that may be in its possession by reason of this Agreement, Licensee must immediately give notice to the City's Corporation Counsel. The City may contest the process by any means available to it before the records or documents are submitted to a court or other third party. Licensee, however, is not obligated to withhold the delivery beyond that time as may be ordered by the court or administrative agency, unless the subpoena or request is quashed or the time to produce is otherwise extended. Licensee must require each prospective Subcontractors to abide by such restrictions in connection with their respective Subcontracts.
City's Right to Assign . The City expressly reserves the right to assign or otherwise transfer all or any part of its interest under this Agreement, at any time and to any third party. Upon assignment to any successor or assignee of the City's right, title and interest in and to the Airport, the City is forever relieved, from and after the date of the assignment, of any and all obligations arising under or out of this Agreement, to the extent the obligations are assumed by the successor or assignee.
10.4 Transfer or Change of Ownership.
(a) Limits on Licensee's Transfers and Changes in Ownership.
(j) Licensee may not sell, assign, sublicense, convey, pledge, encumber or otherwise transfer (individually and collectively, "Transfer") all or any part of its rights or interests in or to this Agreement, the License, the Licensed Space, the Term, or otherwise permit any third party to use the Licensed Space, without prior consent of the City, which consent may be given or denied in the City's sole and absolute discretion. Transfers involving all of Licensee's interest in this Agreement require approval of the City Council. Transfers of less than all of Licensee's interest in this Agreement require approval of the Commissioner. Prior consent by the City to any Transfer does not relieve Licensee from the requirement of obtaining consent from the City for any subsequent Transfer. Transfers that have the effect of granting a third party a security interest in this Agreement or pledge any portion of Gross Revenues or any automated retail vending machine in a Licensed Space as collateral for Licensee financing are strictly prohibited and, if entered into by Licensee, are an Event of Default.
(5) Except as otherwise provided below, any transaction involving a change of any ownership interest in Licensee (including, if Licensee is a joint venture, whether to an Affiliate, subsidiary or otherwise, or the transfer of an interest in any holder of a direct or indirect ownership interest in Licensee, or any merger or consolidation of Licensee (individually and collectively, "Change in Ownership"), is subject to the consent of:
a City Council, in its sole discretion, if the Change in Ownership involves
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a 100% Change in Ownership of Licensee, or
b. the Commissioner, in the Commissioner's reasonable discretion, if the Change in Ownership involves less than a 100% Change in Ownership of Licensee.
(iii) If Licensee (or, if Licensee is a joint venture or other entity comprised of other
entities, any of the entities comprising Licensee) is a corporation whose shares are traded at
arms-length on a public exchange, any Change in Ownership involving 5% or more of the
shares of Licensee's (or if Licensee is a joint venture or other entity comprised of other entities,
of any of the entities comprising Licensee) stock is subject to the City's consent as set forth
above. In that event, Licensee must provide the City with such prior notice of a Change in
Ownership as is not prohibited by law or by a confidentiality agreement executed in connection
with the proposed Change in Ownership. If such prior notice is not permitted, thc;i Licensee
must notify the City as soon as possible after the Change in Ownership to obtain the City's
consent to the Change in Ownership, which consent the City may grant or deny in its sole
discretion. If Licensee (or if Licensee is a joint venture or other entity comprised of other
entities, of any of the entities comprising Licensee) is a publicly traded corporation, a Change
in Ownership of less than 5% does not require consent as set forth in (ii) above unless a series
of such transactions results in a cumulative Change in Ownership of 5% or more or.
(iv) Consent by the City to any Change in Ownership does not relieve
Licensee (or if Licensee is a joint venture, any of the entities comprising Licensee) from the requirement of obtaining consent from the City for any subsequent Change in Ownership.
Any Transfer or Change in Ownership made without the City's prior consent is an Event of Default subject to all remedies, including termination of this Agreement at the City's option, and does not relieve Licensee of any of its obligations under this Agreement for the balance of the Term. This section applies to prohibit a Transfer, such as an assignment by a receiver or trustee in any federal or state bankruptcy, insolvency or other proceedings or by operation of law. Under no circumstances will any failure by the Commissioner to act on or submit any request by Licensee or to take any other action as provided in this Agreement be deemed or construed to constitute consent to Licensee's request by the Commissioner or by the City Council. If the City is found to have breached its obligations under this Section, then Licensee's sole remedy is to terminate this Agreement without liability to either the City or Licensee.
Notwithstanding any permitted Transfer by Licensee of any rights under this Agreement, Licensee remains fully liable for all payments due to the City under this Agreement and for the performance of all other obligations under this Agreement. In the event of a permitted Transfer of the License or Transfer of all or any portion ofthe Term, where the fees payable to Licensee exceed the Fees or pro rata portion of the Fees under this Agreement, as the case may be, for the License or Term, Licensee must pay the City monthly, as Additional Fees, at the same time as the monthly installments of other Fees under this Agreement that are payable in monthly installments, the excess of the fees payable to Licensee pursuant to the
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Transfer over the Fees payable to the City under this Agreement.
(vh) Any or all of the requests by Licensee for consents under this Section must be made in writing and provided to the Commissioner (a) at least sixty (60) days prior to the proposed Transfer or Change in Ownership if the Commissioner's consent is required; and (b) at least one hundred-twenty (120) days prior to a proposed Transfer or Change in Ownership if the City Council's consent is required, unless the City determines that more time is required. All requests for consent must include copies of the proposed documents of Transfer or Change in Ownership, evidence of the financial condition, reputation and business experience of the proposed transferee, completed EDSs for all involved parties in the form then required by the City, and such other documents as the City may reasonably require to evaluate the proposed Transfer or Change in Ownership. All documents of Transfer or Change in Ownership must completely disclose any and all monetary considerations payable to Licensee in connection with the Transfer or Change in Ownership. Consent to a Transfer or Change in Ownership proposed under this Agreement is in the sole discretion of the City and, as a condition of the consent, the City may require a written acknowledgment from Licensee that, notwithstanding the proposed Transfer or Change in Ownership, Licensee remains fully and completely liable for all obligations of Licensee underthis Agreement; however, Licensee shall remain so liable regardless of whether or not the City requests a written acknowledgement.
(vin) If any Transfer or Change in Ownership under this Agreement occurs, whether or not prohibited by this section, the Commissioner may collect the Fees payable under this Agreement from any transferee of Licensee and in that event will apply the net amount collected to the amounts payable by Licensee under this Agreement without, by doing so, releasing Licensee from this Agreement or any of its obligations under this Agreement. If any Transfer or Change in Ownership occurs without the consent of the City and the City collects compensation from any transferee of Licensee and applies the net amount collected in the manner described in the preceding sentence, the actions by the City are not deemed to be waiver of the covenant contained in this section and do not constitute acceptance of the transferee by the City.
(ix) All reasonable costs and expenses incurred by the City in connection with
any prohibited or permitted Transfer or Change in Ownership must be borne by Licensee and are payable to the City as Additional Fee.
(c) Subcontractor Agreements. The provisions of this Agreement, to the extent applicable, are deemed a part of any contract between Licensee and a Subcontractor.
105 Compliance with Laws. Licensee must at all times observe and comply with all applicable laws, statutes, ordinances, rules, regulations, court orders and executive or administrative orders and directives of the federal, state and local government, now existing or later in effect (whether or not the law also requires compliance by other parties), including the Americans with Disabilities Act and Environmental Laws, that may in any manner affect the performance of this Agreement (collectively, "Laws"), and must not use the Licensed Space, or allow the Licensed Space to be used, in violation of any Laws or in any manner that would impose liability on the City or Licensee under any Laws. Licensee must notify the City within seven days
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of receiving notice from a competent governmental authority that Licensee or any of its Subcontractor may have violated any Laws. Provisions required by any Law to be inserted in this Agreement are deemed inserted in this Agreement whether or not they appear in this Agreement or, upon application by either party, this Agreement will be amended to make the insertion; however, in no event will the failure to insert the provisions before or after this Agreement is signed prevent its enforcement. Without limiting the foregoing, Licensee covenants that it will comply with all Laws, including but not limited to the following:
In connection with Section 2-92-320 of the Municipal Code, Licensee has executed an EDS, which is attached to this Agreement as Exhibit 9 and which contains a certification as required underthe Illinois Criminal Code, 720 ILCS 5/33E, and underthe Illinois Municipal Code, 65 ILCS 5/8-10-1 et seq. Ineligibility under Section 2-92-320 ofthe Municipal Code continues for 3 years following any conviction or admission of a violation of Section 2-92-
320. For purposes of Section 2-92-320, when an official, agent or employee of a business entity has committed any offense under the section on behalf of such an entity and under the direction or authorization of a responsible official of the entity, the business entity is chargeable with the
conduct. If, after Licensee enters into a contractual relationship with a Subcontractor, it is determined that the contractual relationship is in violation of this subsection, Licensee must immediately cease to use the Subcontractor. All Subcontracts must provide that Licensee is entitled to recover all payments made by it to the Subcontractor if, before or subsequent to the beginning of the contractual relationship, the use of the Subcontractor would be violative of this subsection.
It is the duty of Licensee and all officers, directors, agents, partners, and employees of Licensee to cooperate with the Inspector General and the Legislative Inspector General of the City in any investigation or hearing undertaken under Chapter 2-56 or Chapter 2- 55 of the Municipal Code, respectively. Licensee understands and will abide by all provisions of Chapters 2-55 and 2-56 of the Municipal Code. Licensee must inform all Subcontractors of this provision and require under each Subcontract compliance herewith by each Subcontractors as to each such Subcontractor and all of its officers, directors, agents, partners and employees.
Licensee must not use or allow the Licensed Space to be used for the release, storage, use, treatment, disposal or other handling of any hazardous substance, as defined in any Environmental Laws, except in full compliance with all Environmental Laws. Licensee must not use or allow the Licensed Space to be used for the storage of any such hazardous substances except small amounts of cleaning fluids, business equipment materials (such as copy machine toner) and other small amounts of such hazardous substances customarily handled or used in connection with the Concession operations, all of which must be stored and used in compliance with all applicable Environmental Laws. Upon the expiration or termination of this Agreement, Licensee must surrender the Licensed Space to the City free from the presence and contamination of any hazardous substances.
In accordance with Section 11 -4-1600(e) of the Municipal Code of Chicago, Licensee warrants and represents that it, and to the best of its knowledge, its Subcontractors have not violated and are not in violation of the following sections of the Municipal Code (collectively, the "Waste Sections"):
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7-28-390 Dumping on public way—Violation—Penalty; 7-
28-440 Dumping on real estate without permit;
11-4-1410 Disposal in waters prohibited;
11-4-1420 Ballast tank, bilge tank or other discharge; 11-
4-1450 Gas manufacturing residue;
11-4-1500 Treatment and disposal of solid or liquid waste; 11-4-1530 Compliance with rules and regulations required; 11-4-1550 Operational requirements; 11-4-1560 Screening requirements; and
any other sections listed in Section 11-4-1600(e), as it may be amended from time to time. During the period while this Agreement is executory, Licensee's or any Subcontractor's































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violation of the Waste Sections, whether or not relating to the performance of this Agreement, constitutes a breach of and an Event of Default under this Agreement, for which the opportunity to cure, if curable, will be granted only at the sole designation of the Commissioner. Such breach and Event of Default entitles the City to all remedies under the Agreement, at law or in equity. This section does not limit Licensee's and its Subcontractors' duty to comply with all Environmental Laws, in effect now or later, and whether or not they appear in this Agreement. Non-compliance with these terms and conditions may be used by the City as grounds for the termination of this Agreement and may further affect Licensee's eligibility for future City agreements.
Section 2-92-586 of the Municipal Code: The City encourages Licensee to use licensees and sublicensees that are firms owned or operated by individuals with disabilities, as defined by section 2-92-586 of the Municipal Code of the City of Chicago, where not otherwise prohibited by federal or state law.
Prohibition on Certain Contributions (Mayoral Executive Order No. 2011-4):
(j) Licensee agrees that Licensee, any person or entity who directly or indirectly has an ownership or beneficial interest in Licensee of more than 7.5 percent ("Owners"), spouses and domestic partners of such Owners, Licensee's Subcontractors, any person or entity who directly or indirectly has an ownership or beneficial interest in any Subcontractor of more than 7.5 percent ("Sub- owners") and spouses and domestic partners of such Sub-owners (Licensee and all the other preceding classes of persons and entities are together, the "Identified Parties"), shall not make a contribution of any amount to the Mayor of the City of Chicago (the "Mayor") or to his political fund-raising committee (i) after execution of this bid, proposal or Agreement by Licensee, (ii) while this Agreement or any Other Contract is executory, (iii) during the term of this Agreement or any Other Contract between Licensee and the City, or (iv) during any period while an extension of this Agreement or any Other Contract is being sought or negotiated.
(n) Licensee represents and warrants that since the date of public advertisement of the specification, request for qualifications, request for proposals or request for information (or any combination of those requests) or, if not competitively procured, from the date the City approached Licensee or the date Licensee approached the City, as applicable, regarding the formulation of this Agreement, no Identified Parties have made a contribution of any amount to the Mayor or to his political fund-raising committee.
Licensee agrees that it shall not: (a) coerce, compel or intimidate its employees to make a contribution of any amount to the Mayor or to the Mayor's political fund-raising committee; (b) reimburse its employees for a contribution of any amount made to the Mayor or to the Mayor's political fund-raising committee; or (c) bundle or solicit others to bundle contributions to the Mayor or to his political fund-raising committee.
(m) Licensee agrees that the Identified Parties must not engage in any conduct whatsoever designed to intentionally violate this provision or Mayoral Executive
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Order No. 05-1 or to entice, direct or solicit others to intentionally violate this provision or Mayoral Executive Order No. 2011 -4.
Licensee agrees that a violation of, non-compliance with, misrepresentation with respect to, or breach of any covenant or warranty under this provision or violation of Mayoral Executive Order No. 2011-4 constitutes a breach and default under this Agreement, and under any Other Contract for which no opportunity to cure will be granted. Such breach and default entitles the City to all remedies (including without limitation termination for default) under this Agreement, under Other Contract, at law and in equity. This provision amends any Other Contract and supersedes any inconsistent provision contained therein.
If Licensee violates this provision or Mayoral Executive Order No. 2011-4 prior to award of the Agreement resulting irom this specification, me Chief Procurement Officer may reject Licensee's bid.
For purposes of this provision:
"Bundle" means to collect contributions from more than one source which are then delivered by one person to the Mayor or to the Mayor's political fund-raising committee. "Other Contract" means any other agreement with the City of Chicago to which Licensee is a party that is (i) formed under the authority of chapter 2-92 of the Municipal Code of Chicago; (ii) entered into for the purchase or lease of real or personal property; or (iii) for materials, supplies, equipment or services which are approved or authorized by the city council.
"Contribution" means a "political contribution" as defined in Chapter 2-156 of the Municipal Code of Chicago, as amended.
Individuals are "Domestic Partners" if they satisfy the following criteria:
a they are each other's sole domestic partner, responsible for each other's common welfare; and
neither party is married; and
the partners are not related by blood closer than would bar marriage in the State of Illinois; and













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each partner is at least 18 years of age, and the partners are the same sex, and the partners reside at the same residence; and
two of the following four conditions exist for the partners; and
the partners have been residing together for at least 12 months; and
the partners have common or joint ownership of a residence; and
the partners have at least two of the following arrangements:

joint ownership of a motor vehicle; and
a joint credit account; and
a joint checking account; and
a lease for a residence identifying both domestic partners as tenants.
i. Each partner identifies the other partner as a primary beneficiary in a will.
"Political fund-raising committee" means a "political fund-raising committee" as defined
in Chapter 2-156 of the Municipal code of Chicago, as amended.
Licensee covenants that no payment, gratuity or offer of employment must be made in connection with this Agreement by or on behalf of any Subcontractors or higher tier Subcontractors or anyone associated with them as an inducement for the award of a Subcontract or order; and Licensee further acknowledges that any agreement entered into, negotiated or performed in violation of any of the provisions of Chapter 2-156 of the Municipal Code is voidable as to the City.
Pursuant to section 2-156-030(b) of the Municipal Code, it is illegal for any elected official of the city, or any person acting at the direction of such official, to contact, either orally or in writing, any other city official or employee with respect to any matter involving any person with whom the elected official has a business relationship, orto participate in any discussion in any city council committee hearing or in any city council meeting or to vote on any matter involving the person with whom an elected official has a business relationship. Violation of §2-156-030(b) by any elected official with respect to this Agreement is grounds for termination of this Agreement. Section 2-156-080 defines a "business relationship" as any contractual or other private business dealing of an official, or his or her spouse, or of any entity in which an official or his or her spouse has a financial interest, with a person or entity which entitles an official to compensation or payment in the amount of $2,500 or more in a calendar year; provided, however, a financial interest will not include: (1) any ownership through purchase at fair market value or inheritance of less than one percent of the share of a corporation, or any corporate subsidiary, parent or affiliate thereof, regardless of the value of or dividends on such shares, if such shares are registered on a securities exchange pursuant to the Securities Exchange Act of 1934, as amended;

the authorized compensation paid to an official or employee for his office or employment;
any economic benefit provided equally to all


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residents of the city; (4) a time or demand deposit in a financial institution; or (5) an endowment or insurance policy or annuity contract purchased from an insurance company. A "contractual or other private business dealing" will not include any employment relationship of an official's spouse with an entity when such spouse has no discretion concerning or input relating to the relationship between that entity and the city.
® Visual Rights Act.
0 Licensee will cause any artist who creates artwork for the Licensed Space to waive any and all rights in the artwork that may be granted or conferred on any work of visual art (the "Artwork") under Section 106A and Section 113 of the United States Copyright Act, (17 U.S.C. § 101 et seq.) (the "Copyright Act"). The waiver must include, but is not limited to, the right to prevent the removal, storage, relocation, reinstallation, or transfer of the Artwork. Licensee acknowledges and will cause the artist to acknowledge that such removal, storage, relocation, reinstallation or transfer of the Artwork may result in the destruction, distortion, mutilation or other modification of the Artwork. Further, Licensee acknowledges and consents and will cause the artist to acknowledge and consent that the Artwork may be incorporated or made part of a building or other structure in such a way that removing, storing, relocating, reinstalling or transferring the Artwork will cause the destruction, distortion, mutilation or other modification of the Artwork.
(n) Licensee represents and warrants that it will obtain a waiver of Section 106A and Section 113 ofthe Copyright Act as necessary from any employees and sublicensees, or any other artists. Licensee must provide City with copies of any such waivers required by Section 106A and Section 113 of the Copyright Act prior to installation of any Artwork in the Licensed Space.
10j6 Airport Security.
(a) This Agreement is expressly subject to the airport security requirements of Title 49 of the United States Code, Chapter 449, as amended ("Airport Security Laws"), the provisions of which govern airport security and are incorporated by reference, including the rules and regulations promulgated under it. Licensee is subject to, and further must conduct with respect to its Subcontractors and the respective employees of each, such employment investigations, including criminal history record checks, as the Commissioner, the TSA or the FAA may deem necessary. Further, in the event of any threat to civil aviation, as defined in the Airport Security Laws, Licensee must promptly report any information in accordance with those regulations promulgated by the United States Department of Transportation, the TSA and by the City. Licensee must, notwithstanding anything contained in this Agreement to the contrary, at no additional cost to the City, perform under this Agreement in compliance with those guidelines developed by the City, the TSA and the FAA with the objective of maximum-security enhancement. Any drawings, plans, and specifications provided by Licensee under this Agreement must comply with those guidelines for airport security developed by the City, the





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TSA and the FAA and in effect at the time of their submission.
Further, Licensee must comply with, and require compliance by its Subcontractors, suppliers of materials and furnishers of services, employees, and business invitees, with all present and future laws, rules, regulations, or ordinances promulgated by the City, the TSA or the FAA, or other governmental agencies to protect the security and integrity ofthe Airport, and to protect against access by unauthorized persons. Subject to the approval of the TSA, the FAA and the Commissioner, Licensee must adopt procedures to control and limit access to the Airport and the Licensed Space by Licensee and its Subcontractors, suppliers of materials and furnishers of services, employees, and business invitees in accordance with all present and future City, TSA and FAA laws, rules, regulations, and ordinances. At all times during the Term, Licensee must have in place and in operation a security program for the Licensed Space that complies with all applicable laws and regulations.
Gates and doors located on the Licensed Space, if any, that permit entry into restricted areas at the Airport must be kept locked by Licensee at all times when not in use or under Licensee's constant security surveillance. Gate or door malfunctions must be reported to the Commissioner or the Commissioner's designee without delay and must be kept under constant surveillance by Licensee until the malfunction is remedied.
In connection with the implementation of its security program, Licensee may receive, gain access to or otherwise obtain certain knowledge and information related to the City's overall Airport security program. Licensee acknowledges that all such knowledge and information is of a highly confidential nature. Licensee covenants that no person will be permitted to gain access to such knowledge and information, unless the person has been approved by the Commissioner in advance in writing. Licensee further must indemnify, hold harmless and defend the City and other users of the Airport from and against any and all claims, reasonable costs, reasonable expenses, damages and liabilities, including all reasonable attorney's fees and costs, resulting directly or indirectly from the breach of Licensee's covenants and agreements as set forth in this section.
Licensee understands that fines and/or penalties may be assessed by the TSA or FAA for Licensee's noncompliance with the provisions of 49 CFR Parts 1540 and 1542 entitled "Airport Security" or by other agencies for noncompliance with regulations applicable to Licensee's operations. In the event the City shall be subject to any fine or penalty by reason of any violation at the Airport of any such rule, regulation or standard, the Commissioner may conduct an investigation and make a determination as to the identity of the party responsible for the violation. If it is determined by the Commissioner that Licensee, or any party for which Licensee is liable under this Agreement, is responsible for all or part of the fine or penalty, Licensee shall pay said amount ofthe fine or penalty as Additional Fees.
10.7 Non-Discrimination.
(a) Licensee for itself, its personal representatives, successors in interest, and assigns, as a part of the consideration of this Agreement, covenants that:(i) no person on the grounds of race, color, or national origin will be excluded from participation in, be denied the benefits of, or
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otherwise be subjected to discrimination in the use of the Licensed Space; (ii) in the furnishing of services in the Licensed Spaces, no person on the grounds of race, color, or national origin will be excluded from participation in, be denied the benefits of, or otherwise be subjected to discrimination; (iii) Licensee will use the License in compliance with all other requirements imposed by or under 49 C.F.R. Part 21, Nondiscrimination in Federally Assisted Programs of the Department of Transportation, and as those regulations may be amended; and (iv)Licensee shall operate the Concession on a fair, equal, and not illegally discriminatory basis to all users of it, and shall charge fair, reasonable, and nondiscriminatory prices for Products (but Licensee is allowed to make reasonable and nondiscriminatory discounts, rebates, or other similar types of price reductions to volume purchasers.) In addition, Licensee assures that it will comply with all other pertinent statutes, Executive Orders and the rules as are promulgated to assure that no person will, on the grounds of race, creed, color, national origin, sex, age, or handicap be excluded from participating in any activity conducted with or benefitting from federal assistance.
It is an unlawful practice for Licensee to, and Licensee must at no time: (i) fail or refuse to hire, or discharge, any individual or discriminate against the individual with respect to his or her compensation, or the terms, conditions, or privileges of his or her employment, because of the individual's race, creed, color, religion, sex, age, handicap or national origin; or
(ii) limit, segregate, or classify its employees or applicants for employment in any way that would deprive any individual of employment opportunities or otherwise adversely affect his or her status as an employee, because of the individual's race, creed, color, religion, sex, age, handicap or national origin; or (iii) in the exercise of the privileges granted in this Agreement, discriminate or permit discrimination in any manner, including the use of the License, against any person or group of persons because of race, creed, color, religion, national origin, age, handicap, sex or ancestry. Licensee must post in conspicuous places to which its employees or applicants for employment have access, notices setting forth the provisions of this non­discrimination clause.
Licensee must comply with the Civil Rights Act of 1964, 42 U.S.C. § 2000e et seq. (1981), as amended, and to the extent required by the law, must undertake, implement and operate an affirmative action program in compliance with the rules and regulations of the Federal Equal Employment Opportunity Commission and the Office of Federal Contract Compliance, including 14 CFR Part 152, Subpart E. Attention is called to: Exec. Order No. 11,246, 30 Fed. Reg. 12,319 (1965), reprinted in 42 U.S.C. § 2000e note, as amended by Exec. Order No. 11,375, 32 Fed. Reg. 14,303 (1967) and by Exec. Order No. 12,086, 43 Fed. Reg. 46,501 (1978); Age Discrimination Act, 42 U.S.C. §§ 6101-06 (1981); Rehabilitation Act of 1973, 29 U.S.C. §§ 793-94 (1981); Americans with Disabilities Act, 42 U.S.C. § 12101 and 41 CFR Part 60 et seq. (1990) and 49 CFR Part 21, as amended (the "ADA"); and all other applicable federal statutes, regulations and other laws.
Licensee must comply with the Illinois Human Rights Act, 775 ILCS 5/1-101 et seq. as amended and any rules and regulations promulgated in accordance with it, including the Equal Employment Opportunity Clause, 5 111. Admin. Code §750 Appendix A. Furthermore, Licensee must comply with the Public Works Employment Discrimination Act, 775 ILCS




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10/0.01 et seq., as amended, and all other applicable state statutes, regulations and other laws.(e) Licensee must comply with the Chicago Human Rights Ordinance, sec. 2-160-010 et seq. of the Municipal Code, as amended, and all other applicable City ordinances and rules. Further, Licensee must furnish or must cause each of its Subcontractor(s) to furnish such reports and information as requested by the Chicago Commission on Human Relations.
(fj Licensee must insert these non-discrimination provisions in any agreement by which Licensee grants a right or privilege to any person, firm, or corporation to render accommodations and/or services to the public on the Licensed Space. Licensee must incorporate all of the above provisions in all agreements entered into with any suppliers of materials, furnishers of services, Subcontractors of any tier, and labor organizations that furnish skilled, unskilled and craft union skilled labor, or that may provide any such materials, labor or services in connection with this Agreement, and Licensee must require them to comply with the law and enforce the requirements. In all solicitations either by competitive bidding or negotiations by Licensee for work to be performed under a Subcontract, including procurements of materials or leases of equipment, each potential Subcontractor or supplier must be notified by Licensee of Licensee's obligations underthis Agreement relative to nondiscrimination.
(jg) Noncompliance with this Section will constitute a material breach of this Agreement; therefore, in the event of such breach, Licensee authorizes the City to take such action as federal, state or local laws permit to enforce compliance, including judicial enforcement. In the event of Licensee's noncompliance with the nondiscrimination provisions of this Agreement, the City may impose such sanctions as it or the Federal or state government may determine to be reasonably appropriate, including cancellation, termination or suspension of the Agreement, in whole or in part.
(h) Licensee must permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the City, the Commissioner or the Federal government to be pertinent to ascertain compliance with the terms of this Section. Licensee must furnish to any agency of the Federal or state government or the City, as required, any and all documents, reports and records required by Title 14, Code of Federal Regulations, Part 152, Subpart E, including an affirmative action plan and Form EEO-1.
(j) The City is committed to compliance with federal Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency ("LEP"), and related FAA guidance. Licensee must cooperate with the City, and require its Subcontractors to cooperate, in updating and implementing the LEP access plan. This may include but is not limited to collecting demographic data and conducting surveys of LEP customers, providing multilingual signage and menus, and hiring multilingual staff.
108 Airport Concession Disadvantaged Business Enterprises (ACDBEs). This Agreement is subject to the requirements of the U.S. Department of Transportation's regulations 49 C.F.R. Parts 26 and 23, as amended from time to time. Licensee must comply with the Special Conditions Regarding ACDBE participation attached hereto as Exhibit 7 and incorporated here by reference. Failure to comply with such Special Conditions shall be an Event of Default.



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No Exclusive Rights. Nothing contained in this Agreement must be construed to grant or authorize the granting of an exclusive right, including an exclusive right to provide aeronautical services to the public as prohibited by section 308(a) of the Federal Aviation Act of 1958, as amended, and the City reserves the right to grant to others the privilege and right of conducting any one or all activities of an aeronautical nature. It is clearly understood by Licensee that no right or privilege has been granted that would operate to prevent any person, firm, or corporation operating aircraft on the Airport from performing any services on its own aircraft with its own regular employees (including maintenance and repair) that it may choose to perform.
Avigation Easement. There is reserved to the City, its successors and assigns for the use and benefit of the public, a right of flight for the passage of aircraft in the airspace above the Licensed Space. This public right of flight includes the right to cause in the airspace any noise inherent in the operation of any aircraft used for navigation or flight through the airspace or landing at, taking off from, or operation on the Airport. Licensee by accepting this License agrees for itself, its successors, and assigns that it will not make use of the Licensed Space in any manner that might interfere with the landing and taking off of aircraft from Airport or otherwise constitute a hazard. If this covenant is breached, the City reserves the right to enter upon the Licensed Space and cause the abatement of the interference at the expense of Licensee.
National Emergency. This Agreement and all the provisions of this Agreement are subject to whatever right the United States Government now has or in the future may have or acquire affecting the control, operation, regulation, and taking over of the Airport, or the exclusive or non-exclusive use of the Airport by the United States during the time of war or national emergency.
2014 Hiring Prohibitions.

The City is subject to the June 16, 2014, "City of Chicago Hiring Plan" (the "2014 City Hiring Plan") entered in Shakman v. Democratic Organization of Cook County, Case No 69 C 2145 (United States District Court for the Northern District of Illinois). Among other things, the 2014 City Hiring Plan prohibits the City from hiring persons as governmental employees in non-exempt positions on the basis of political reasons or factors.
Licensee is aware that City policy prohibits City employees from directing any individual to apply for a position with Licensee, either as an employee or as a sublicensee, and from directing Licensee to hire an individual as an employee or as a sublicensee. Accordingly, Licensee must follow its own hiring and contracting procedures, without being influenced by City employees. Any and all personnel of Licensee in connection with this License are employees or sublicensees of Licensee, not employees of the City of Chicago. This Agreement is not intended to and does not constitute, create, give rise to, or otherwise recognize an employer- employee relationship of any kind between the City and any personnel of Licensee.
Licensee will not condition, base, or knowingly prejudice or affect any term or aspect of the employment of any personnel associated with this Agreement, or offer employment to any individual to provide services associated with this Agreement, based upon or because of

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any political reason or factor, including, without limitation, any individual's political affiliation, membership in a political organization or party, political support or activity, political financial contributions, promises of such political support, activity or financial contributions, or such individual's political sponsorship or recommendation. For purposes of this Agreement, a political organization or party is an identifiable group or entity that has as its primary purpose the support of or opposition to candidates for elected public office. Individual political activities are the activities of individual persons in support of or in opposition to political organizations or parties or candidates for elected public office.
(d) In the event of any communication to Licensee by a City employee or City official in violation of this Section, or advocating a violation of this Section above, Licensee will, as soon as is reasonably practicable, report such communication to the Hiring Oversight Section of the City's Office of the Inspector General, and also to the Commissioner of the Department.
ARTICLE 11. GENER\L CONDITIONS
11.1 Entire Agreement. This Agreement contains all the terms, covenants, conditions and agreements between the City and Licensee relating in any manner to the grant and use of the License and otherwise to the subject matter of this Agreement. No prior or other agreement or understandings pertaining to these matters are valid or of any force and effect. This Agreement supersedes all prior or contemporaneous negotiations, undertakings, and agreements between the parties. No representations, inducements, understandings or anything of any nature whatsoever made, stated or represented by the City or anyone acting for or on the City's behalf, either orally or in writing, have induced Licensee to enter into this Agreement, and Licensee acknowledges, represents and warrants that Licensee has entered into this Agreement under and by virtue of Licensee's own independent investigation.
Counterparts. This Agreement may be comprised of several identical counterparts and may be fully executed by the parties in separate counterparts. Each such counterpart is deemed to be an original, but all such counterparts together must constitute but one and the same Agreement.
Amendments. Except as otherwise expressly provided in this Agreement, the provisions of this Agreement may by amended only by a written agreement and signed by the City and Licensee. No review or approval by the Commissioner constitutes a modification of this Agreement (except to the extent that the review or approval expressly provides that it constitutes such a modification or it is apparent on its face that the review or approval, if made in writing, modifies terms or provisions of this Agreement that are within the express powers of the Commissioner under this Agreement to modify), or excuses Licensee from compliance with the requirements of this Agreement or of any applicable laws, ordinances or regulations. Amendments must be signed by the Mayor, provided that the Commissioner alone may sign amendments to the Exhibits. Notwithstanding the foregoing, any amendment that would modify the Agreement such that the Agreement would no longer substantially conform to the form of Agreement that was approved by City Council requires approval by the City Council.
11.4 Severability . Whenever possible, each provision of this Agreement must be


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interpreted in such a manner as to be effective and valid under applicable law. However, notwithstanding anything contained in this Agreement to the contrary, if any provision of this Agreement is under any circumstance prohibited by or invalid under applicable law, the provision is severable and deemed to be ' ineffective, only to the extent of the prohibition or invalidity, without invalidating the remaining provisions of this Agreement or the validity of the provision in other circumstances.
115 Covenants in Subcontracts. All obligations imposed on Licensee under this Agreement pertaining to the maintenance and operation of the automated retail vending machines and compliance with the ACDBE requirements in this Agreement are deemed to include a covenant by Licensee to insert appropriate provisions in all Subcontracts covering work underthis Agreement and to enforce compliance of all Subcontractors with the requirements of those provisions.
Governing Law. This agreement is deemed made in the state of Illinois and governed as to performance and interpretation in accordance with the laws of Illinois. Licensee irrevocably submits itself to the original jurisdiction of those courts located within Cook County, Illinois, with regard to any controversy arising out of, relating to, or in any way concerning the execution or performance of this Agreement. Licensee consents to service of process on Licensee, at the option of the City, by registered or certified mail addressed to the applicable office as provided for in this Agreement, by registered or certified mail addressed to the office actually maintained by Licensee, or by personal delivery on any officer, director, or managing or general agent of Licensee. If any action is brought by Licensee against the City concerning this Agreement, the action can only be brought in those courts located within Cook County, Illinois.
Entire Agreement. Any notices or other communications pertaining to this Agreement must be in writing and are deemed to have been given by a party if sent by nationally recognized commercial overnight courier or registered or certified mail, return receipt requested, postage prepaid and addressed to the other party. Notices are deemed given on the date of receipt if by personal service, or one day after deposit with a nationally recognized commercial overnight courier, three (3) days after deposit in the U.S. mails, or otherwise upon refusal of receipt. Unless otherwise directed by Licensee in writing, all notices or communications from the City to Licensee will be addressed to the person identified as Licensee's contact person in Licensee's EDS, as attached as Exhibit 9. All notices or communications from Licensee to the City must be addressed to:
Commissioner, Chicago Department of Aviation
City of Chicago
O'Hare International Airport
10510 W. Zemke Rd Chicago,
Illinois 60666
and with a copy to:
Deputy Commissioner of Concessions at the same address.



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If the notice or communication relates to payment of Fees or other payments to the City or relates to the Security deposit or insurance requirements, a copy must be sent to:

City Comptroller City of Chicago City Hall - Room 501 121 N. LaSalle Street Chicago, Illinois 60602

If the notice or communication relates to a legal matter or the indemnification requirements, a copy must be sent to:
City of Chicago, Department of Law
Aviation, Environmental, Regulatory and Contracts Section 2
North LaSalle Street, Suite 540
Chicago, Illinois 60602
Attn: Deputy Corporation Counsel

Either party may change its address or the individual to whom the notices are to be given by a notice given to the other party in the manner set forth above.
Successors and Assigns: No Third-Party Beneficiaries. This Agreement inures to the exclusive benefit of, and be binding upon, the parties and their permitted successors and assigns; nothing contained in this Section, however, constitutes approval of an assignment or other transfer by Licensee not otherwise permitted in this Agreement. Nothing in this Agreement, express or implied, is intended to confer on any other person, sole proprietorship, partnership, corporation, trust or other entity, other than the parties and their successors and assigns, any right, remedy, obligation, or liability under, or by reason of, this Agreement unless otherwise expressly agreed to by the parties in writing. No benefits, payments or considerations received by Licensee for the performance of services associated and pertinent to this Agreement must accrue, directly or indirectly, to any employees, elected or appointed officers or representatives, or to any other person or persons identified as agents of, or who are by definition an employee of, the City. Neither this Agreement nor any rights or privileges under this Agreement are an asset of Licensee or any third party claiming by or through Licensee or otherwise, in any bankruptcy, insolvency or reorganization proceeding.
Subordination.
(a) This Agreement is subordinate to the provisions and requirements of any existing or future agreements between the City and the United States government or other governmental authority, pertaining to the development, operation or maintenance of the Airport, including agreements the execution of which have been or will be required as a condition precedent to the granting of federal or other governmental funds for the development of the Airport. If the United States government requires modifications, revisions, supplements or deletions of any ofthe terms of this Agreement, then Licensee consents to the changes to this Agreement.
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This Agreement and all rights granted to Licensee under this Agreement are expressly subordinated and subject to any existing agreement or any Use Agreement with any airline utilizing the Airport, including the Terminals, and any existing agreement with any airline consortium pertaining to the operation of the Airport, including the Terminals.
To the extent of a conflict or inconsistency between this Agreement and any agreement described in paragraphs (a) and (b) above, those provisions in this Agreement so conflicting must be performed as required by those agreements referred to in paragraphs (a) and (b).

Conflict. In the event of any conflict between the terms and provisions of this Agreement and the terms and provisions of any Subcontract between Licensee and third parties, the terms and provisions of this Agreement govern and control.
Offset by Licensee. Whenever in this Agreement the City is obligated to pay Licensee an amount, then the City Comptroller may elect to require Licensee to offset the amount due against Fees or other payments owed by Licensee to the City, in lieu of requiring the City to pay such amount. Licensee shall have no right to offset any amount due to City under this Agreement against amounts due to Licensee by City unless so directed in writing by the City Comptroller.
Waiver; Remedies. No delay or forbearance on the part of any party in exercising any right, power or privilege must operate as a waiver of it, nor does any waiver of any right, power or privilege operate as a waiver of any other right, power or privilege, nor does any single or partial exercise of any right, power or privilege preclude any other or further exercise of it or of any other right, power or privilege. No waiver is effective unless made in writing and executed by the party to be bound by it. The rights and remedies provided for in this Agreement are cumulative and are not exclusive of any rights or remedies that the parties otherwise may have at law, in equity or both, except that the City will not be liable to Licensee for any consequential damages whatsoever related to this Agreement/
Authority of Commissioner. Unless otherwise expressly stated in this Agreement, any consents and approvals to be given by the City under this Agreement may be made and given by the Commissioner, an authorized representative of the Commissioner or such other person as may be duly authorized by the City Council, unless the context clearly indicates otherwise.
Estoppel Certificate. From time to time upon not less than fifteen (15) days prior request by the other party, a party or its duly authorized representative having knowledge of the following facts, will execute and deliver to the requesting party a statement in writing certifying as to matters concerning the status of this Agreement and the parties' performance under this Agreement, including the following:
A that this Agreement is unmodified and in full force and effect (or if there have been
modifications, a description of the modifications and that the Agreement as modified is in full force and effect);
A. the dates to which Fees, including Additional Fees, have been paid and the amounts
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of the Fees most recently paid;
B. that the requesting party is not in default under any provision of this Agreement, or, if in default, the nature of it in detail;
C. in the case of the City's request under this Agreement, such further matters as may be requested by the City, it being intended that any such statement may be relied upon by third parties.
No Personal Liability. Licensee, or any sublicensee, assignee or Subcontractor, must not charge any elected or appointed official, agent, or employee of the City personally or seek to hold him or her personally or contractually liable to Licensee, sublicensee, assignee, or Subcontractor for any liability or expenses of defense under any provision of this Agreement or because of any breach of its provisions or because of his or her execution, approval, or attempted execution of this Agreement.
Limitation of City's Liability. Licensee and its Subcontractors must make no claims against the City for damages, charges, additional costs or fees or any lost profits or costs incurred by reason of delays or hindrances by the City in the performance of its obligations under this Agreement. All Licensee and Subcontractor personal property upon the Licensed Space or upon any other part of the Airport, is at the risk of Licensee or Subcontractor only, respectively, and the City is not liable for any loss or damage to it or theft of it or from it. The City is not liable or responsible to Licensee or Subcontractors, and Licensee waives, and will cause its Subcontractors likewise to waive, to the fullest extent permitted by law, all claims against the City for any loss or damage or inconvenience to any property or person or any lost profits any or all of which may have been occasioned by or arisen out of any event or circumstance, including theft, fire, act of God, public enemy, injunction, riot, strike, insurrection, war, court order, requisition or order of governmental body or authority, or water leakage, steam, excessive heat or cold, falling plaster, or broken glass; or any act or neglect of the City or any occupants of the Airport, including the Terminals or the Licensed Space, or repair or alteration of any part of the Airport, or failure to make any such repairs or any other thing or circumstance, whether of a like nature or a wholly different nature. If the City fails to perform any covenant or condition of this Agreement that the City is required to perform, and, notwithstanding the foregoing, Licensee recovers a money judgment against the City, the judgment must be satisfied only out of credit against the Fees and other monies payable by Licensee to the City under this Agreement, and the City is not liable for any deficiency except to the extent provided in this Agreement and to the extent that there are legally available Airport funds.
Joint and Several Liability. If Licensee, or its successors or assigns, if any, is comprised of more than one individual or other legal entity (or a combination of them), then in that event, each and every obligation or undertaking stated in this Agreement to be fulfilled or performed by Licensee is the joint and several obligations or undertaking of each such individual or other legal entity.
Non-Recordation. Licensee must not record or permit to be recorded on its behalf this Agreement or a memorandum of this Agreement, in any public office.
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11.19 Survival. Any and all provisions set forth in this Agreement that, by its or their nature, would reasonably be expected to be performed after the expiration or termination of this Agreement survive and are enforceable after the expiration or termination. Any and all liabilities, actual or contingent, that have arisen in connection with this Agreement, survive any expiration or termination of this Agreement. Any express statement of survival contained in any section must not be construed to affect the survival of any other section, which must be determined under this section.
1120 Force Majeure. Neither party is liable for non-performance of obligations underthis Agreement due to delays or interruptions beyond their reasonable control, including delays or interruptions caused by strikes, lockouts, labor troubles, war, fire or other casualty, acts of God ("force majeure event"). As a condition to obtaining an extension of the period to perform its obligations under this Agreement, the party seeking such extension due to a force majeure event must notify the other party within twenty (20) days after the occurrence of the force majeure event. The notice must specify the nature of the delay or interruption and the period of time contemplated or necessary for performance. The foregoing notwithstanding, however, in no event will Licensee be entitled to an extension of more than sixty (60) days due to & force majeure event, without the express written consent of the Commissioner.


























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EXHIBIT 1
LICENSED SPACE (INCLUDING CONFIRMATION OF DBO)

EXHIBIT 1 LICENSED SPACE (INCLUDING CONFIRMATION OF DBO)

The Licensed Retail Spaces are located at Chicago O'Hare International Airport and include the Vending Zones in which Licensee's automated retail vending machines are located as per the following:

Vending Zone Automated Retail Vending Machine LOD Space ID Number |10
9|n/a T1B.U.107.B |109|n/a T1B.U.12.B |109|n/a T1B.U.73.M |109|Pepsi (2) T1B.L.94.0
5A Pepsi (1) TIC.T.G.C
5B - Pepsi (1) T1B.THH.V |109|n/a T2E.U.39.A |109|n/a TEF.U.5L.L |109|n/a T2F.U.45.E |10 9|n/a T2E.U.48.A
10 n/a T2.L.40.6
11 n/a T2EF.U.16.D
12 Pepsi (Starbucks 1) T2.U.45.J
13 n/a T3.U.8C.D
14 n/a - T3G.U.33.C
15 n/a T3H.U.30.E
16 n/a T3K.9Ma.A

17 n/a T3K.U.75.L
18A Pepsi (1) T3.L.8Y.C
18B Pepsi (Starbucks 1) T3.L.8Y.C
19 Pepsi (2) CTA Pedway
20A Pepsi (2) T2.U.4A.D
20B n/a T2.U.4C.E
21 n/a T3.U.8AA.F
22 n/a . ... T3HK.U.9R.E

23 n/a L Stinger.U.2.3.A
- 24-A----— Pepsi (l ) Pepsi (StarbucksT-)- -T 2 CTA Pedway—
24B Pepsi (1) Pepsi (Starbucks 1) T2 CTA Pedway
24C n/.a T2 CTA Pedway
25 Pepsi (2) Bus Shelter Center

The Date of Beneficial Occupancy is: TBD









; Zone 04 | Space:T1B.L.94.0 Area: 120 s.f.

CEIUNG-HUNG ILLUMINATED SIGN
Chicago O'Hare International Airport
Mayor • Lori Lightfoot

Chicago Department of Aviation
Commissioner • Jamie Rhee
Terminal 1 Lower Level
Automated Retail Zone #04 (T1B.L.94.0)
Jl'dlt. I'- UNISON RETAIL MANAGEMENT


Created by CADD Services