TEMPORARY FOOD CART 
LEASE AND CONCESSION AGREEMENT 
Between 
PORT OF SEATTLE 
And 
[COMPANY]

KEY LEASE TERMS 
Agreement Date          January 1, 2018 
Concessionaire:           [COMPANY ADDRESS] 
Premises (1.20):          Approximately:
500 square feet of space in the Central Terminal for a Temporary Food 
Cart and
914 square feet of space in Concourse B for a Shared Cooking Facility
identified on Exhibit B.
Commencement Date (1.7, January 1, 2018 
3.1): 
Expiration Date (1.12,     As determined by the completion of Phase 1 of the Central Terminal
3.1):                    Infrastructure Upgrade Project with 90 days advance written notice by
the Port. 
Percentage Fees (4.1.1):                                           Percentage of
Annual Gross Sales
Gross Sales
Annual Gross Sales                      [Will be
companies
current rent] 
< Annual Gross Sales < 
< Annual Gross Sales 
Monthly Report and       In arrears, on the fifteenth (15th) day of the month 
Percentage Fees Due Date 
(4.1.2):
Additional Charges (4.3):    Utilities (9.1) and Taxes (10.1). Others may be provided for in the
Agreement. 
Remittance Address:        Port of Seattle 
PO Box 24507
Seattle, WA 98124-0507 
Late Charges (4.5):        Five percent (5%) of the amount due plus interest at the Default Rate;
liquidated damages associated with a failure to report may also apply 
Default Rate (1.10):        Eighteen Percent (18%) 
Annual Report Due Date     Sixty (60) days following the anniversary of the Commencement Date
(4.6.4.1):               for each year of this Agreement through the last and then sixty (60)
days following the Expiration Date 
Security (5.1):            $5,000 
Use of Premises (6.1):      Operation of a Temporary food cart within the Central Terminal during
the Phase 1 of the Central Terminal Infrastructure Upgrade Project.
Concessionaire will be able to serve a limited menu offering of both
hot and cold foods. Cooking within the Central Terminal is prohibited. 
Exhibits to Agreement:      A  Legal Description of Airport 
B  Premises 
C  Operating Standards 
D  Street Pricing Policy 
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E  Schedule of Liquidated Damages 
F  Additional Non-Discrimination Covenants
G  Pertinent Non-Discrimination Authorities 


















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TABLE OF CONTENTS 

KEY LEASE TERMS ..................................................................................................................... 1 
TABLE OF CONTENTS ................................................................................................................ 3 
SECTION 1 : DEFINITIONS ......................................................................................................... 4 
SECTION 2 : LEASED PREMISES............................................................................................... 7 
SECTION 3 : TERM ....................................................................................................................... 8 
SECTION 4 : RENT........................................................................................................................ 8 
SECTION 5 : SECURITY............................................................................................................. 13 
SECTION 6 : USE OF PREMISES............................................................................................... 14 
SECTION 7 : IMPROVEMENTS................................................................................................. 17 
SECTION 8 : MAINTENANCE AND REPAIR .......................................................................... 19 
SECTION 9 : UTILITIES ............................................................................................................. 20 
SECTION 10 : TAXES ................................................................................................................. 22 
SECTION 11 : MARKETING PROGRAM.................................................................................. 23 
SECTION 12 : COMMON AREAS.............................................................................................. 23 
SECTION 13 : INSURANCE AND INDEMNITY ...................................................................... 23 
SECTION 14 : DAMAGE OR DESTRUCTION ......................................................................... 27 
SECTION 15 : ASSIGNMENT AND SUBLEASE...................................................................... 28 
SECTION 16 : DEFAULT ............................................................................................................ 29 
SECTION 17 : RELOCATION OR TERMINATION OTHER THAN FOR DEFAULT........... 33 
SECTION 18 : ACCESS; EASEMENTS...................................................................................... 33 
SECTION 19 : NONWAIVER; RIGHT TO PERFORM ............................................................. 34 
SECTION 20 : SURRENDER AND HOLDING OVER.............................................................. 35 
SECTION 21 : ENVIRONMENTAL STANDARDS................................................................... 36 
SECTION 22 : ACDBE REQUIREMENTS; NON-DISCRIMINATION ................................... 36 
SECTION 23 : MISCELLANEOUS ............................................................................................. 37 
SECTION 24 : SIGNATURES ..................................................................................................... 40 
SECTION 25 : ACKNOWLEDGMENTS .................................................................................... 41 



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THIS LEASE AND CONCESSION AGREEMENT is made as of the date set forth on
the first page of this Agreement by and between the PORT OF SEATTLE, a Washington
municipal corporation, and the Concessionaire identified on the first page of this Agreement. For
and in consideration of the mutual promises, covenants and conditions hereinafter set forth, the
parties agree: 
SECTION 1: DEFINITIONS 
For purposes of this Agreement, the following terms have the following meanings: 
1.1    Additional Rent. "Additional Rent" shall have the meaning set forth in Section 4.3 
of this Agreement. 
1.2    Agreement. "Agreement" shall mean and refer to this Lease and Concession
Agreement, as the same may be amended from time-to-time. 
1.3    Airport. "Airport" shall mean the Seattle-Tacoma International Airport, a legal
description of which is attached as Exhibit A. 
1.4    ACDBE.  "Airport  Concessions  Disadvantaged  Business  Enterprise"  and
"ACDBE" shall mean, a business, whether it is a corporation, sole proprietorship, partnership or
joint venture certified as an ACDBE by the State of Washington, of which at least fifty-one
percent (51%) of the interest is owned and controlled by one or more socially and economically
disadvantaged individuals as defined in the Airport and Airways Safety and Capacity Expansion
Act of 1987 and the regulations promulgated pursuant hereto at 49 CFR Part 23. 
1.5    Alterations. "Alterations" shall have the meaning set forth in Section 7.2 of this
Agreement. 
1.6    Annual Report. "Annual Report" shall have the meaning set forth in Section 4.6.4 
of this Agreement. 
1.7    Commencement Date. "Commencement Date" shall mean the date set forth in the
Key Lease Terms. 
1.8    Concessionaire. "Concessionaire" shall mean and refer to the party executing this
Agreement, as identified in the Key Lease Terms. 
1.9    Day. "Day" or "Days" shall, unless otherwise specified, mean and refer to
calendar day(s), not business day(s). 
1.10   Default Rate. "Default Rate" shall mean the rate set forth in the Key Lease Terms 
or the maximum rate provided by law for a transaction of this nature, whichever is less. 
1.11   Display Allowances. "Display Allowances" shall mean the total of all display
allowances, placement allowances, special purpose allowances, or other promotional incentives
received by Concessionaire (or Concessionaire's subtenant, licensee or concessionaire) from
vendors, suppliers or manufacturers and any other revenue of this type, and further, if such

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allowances are received as a part of non-differentiated sales by Concessionaire  (or
Concessionaire's subtenant, licensee or concessionaire) operating at multiple airports,
Concessionaire shall, subject to the Port's review, reasonably allocate the allowances between
the airports and designate the amount to be allocated to the Airport for the calculation of
Percentage Fees due. Display Allowance shall not include any manufacturer's or supplier's
rebates and/or volume discounts that are properly considered, under generally accepted
accounting principles, credits against the cost of goods sold. 
1.12   Expiration Date. "Expiration Date" shall mean the date on which this Agreement,
unless earlier terminated, will expire, as set forth in the Key Lease Terms. 
1.13   Franchisor. "Franchisor" shall have the meaning set forth in Section 6.8 of this
Agreement. 
1.14   Gross Sales. "Gross Sales" shall mean the total dollar amount derived from the
sale or delivery of any food, beverages, or merchandise or the performance of any services from,
in, upon or arising out of the Premises, whether by Concessionaire, any subtenants, licensees or
concessionaires of Concessionaire, or any other person on Concessionaire's behalf, whether at
wholesale or retail, and whether for cash, check, credit (including charge accounts), exchange or
in kind (specifically including the amount of credit allowed for any trade-ins). No deduction
shall be permitted for credit card fees (e.g., interchange or processing fees) or thefts, and for
uncollected or uncollectible credit or charge accounts. No deduction shall be permitted for sales
discounts (such as prompt-payment discounts) that are not specifically reflected on the original
invoice/receipt at the time of the sale. Gross Sales shall, without limiting the generality of the
foregoing, also include: 
1.14.1 Orders that originate or are accepted at the Premises, even if delivery or
performance is made from or at any other place. All sales made and orders received at the
Premises shall be deemed as made and completed therein, even though payment of account may
be transferred to another office/location for collection. 
1.14.2 Orders that result from solicitation off the Premises but which are
delivered or performed from the Premises or by personnel either operating from the Premises or
reporting to or under the control or supervision of any employee employed at the Premises. 
1.14.3 Mail, catalog, computer, internet, telephone, or other similar order
received at, ordered from, or billed from the Premises. 
1.14.4 Sales originating from whatever source, and which Concessionaire (or
Concessionaire's subtenants, licensees or concessionaires) in the normal and customary course of
Concessionaire's (or Concessionaire's subtenant's, licensee's or concessionaire's) operations
would credit or attribute to Concessionaire's (or Concessionaire's subtenant's, licensee's or
concessionaire's) business conducted in the Premises; 
1.14.5 Display Allowances, whether received by Concessionaire or its subtenant,
licensee or concessionaire; and 

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1.14.6 All monies or other things of value received by Concessionaire  (or
Concessionaire's  subtenant,  licensee  or  concessionaire)  from  Concessionaire's  (or
Concessionaire's subtenant's, licensee's or concessionaire's) operations at, upon or from the
Leased Premises which are neither included in nor excluded from Gross Sales by the other
provisions of this definition, including without limitation, finance charges, late fees, and all
deposits not refunded to customers. 
"Gross Sales" shall not include, and may be adjusted to exclude, the following when properly
recorded and accounted for: 
1.14.7 Tips and gratuities paid directly to employees; 
1.14.8 The exchange of merchandise between stores of Concessionaire  (or
Concessionaire's subtenant, licensee's or concessionaire's) where such exchanges are made
solely for the convenient operation of Concessionaire's (or Concessionaire's subtenant's,
licensee's or concessionaire's) business and not for the purpose of consummating a sale which
has been made at, upon or from the Premises; 
1.14.9 Returns to shippers or manufacturers with no mark-up; 
1.14.10      Allowances or refunds allowed by Concessionaire to customers
because of unacceptable or unsatisfactory goods or services to the extent such allowance or
refund was actually granted and adjustment actually made; 
1.14.11      Complimentary meals, the amount of any  airport  employee
discount on meals, and any meals provided by Concessionaire to its employees without cost as a
benefit; 
1.14.12      The amount of any sales tax or other excise tax imposed upon the
customer and collected by Concessionaire as agent for the taxing body imposing the tax and
billed to the customer as a separate item; 
1.14.13      Revenue from the sale of uniforms or clothing to Concessionaire's
employees where it is required that such uniforms or clothing be worn by said employees; 
1.14.14      Any sums that represent discounts so long as the amount of the
discount is shown on the face of the receipt issued to the customer; and 
1.14.15      Any item, such as the cost of third-party shipping, for which the
Concessionaire is reimbursed at actual cost therefor; provided, however, in the event that
Concessionaire charges a customer more than the actual cost of such item (specifically including
through the inclusion of a "handling" or similar charge by Concessionaire), the entire amount 
shall be includable with Gross Sales and shall not be subject to exclusion. 
1.15   Legal Requirements. "Legal Requirements" shall mean and refer to all laws,
statutes and ordinances including building codes and zoning regulations and ordinances and the
orders, rules, regulations and requirements of all federal, state, county, city or other local
jurisdiction departments, agencies, bureaus, offices and other subdivisions thereof, or any official

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thereof, or of any other governmental, public or quasi-public authority, including the Port, which
may be applicable to or have jurisdiction over the Premises.
1.16  Lien. "Lien" shall mean and refer to any mortgage, lien, security interest,
encumbrance, charge on, pledge of, conditional sale or other encumbrance on the Premises or
any Alteration, fixture, improvement or appurtenance thereto.
1.17  Percentage Fee. "Percentage Fee" shall have the meaning set forth in Section 4.1 
of this Agreement. 
1.18  Port. "Port" shall mean the Port of Seattle, a Washington municipal corporation.
1.19  Port Standards. "Port Standards" shall mean the Sea-Tac Rules and Regulations,
the Regulations for Airport Construction, the Tenant Design and Construction Process Manual,
Seattle Tacoma International Airport Construction General Requirements, the Safety Manual, the
CAD Standards Manual, the Concession Design Guidelines, the Port's mechanical, electrical,
water and waste, and industrial waste and storm drainage standards and any other, similar
document establishing requirements and/or standards for design and construction at the Airport. 
These materials are all generally available at http://www.portseattle.org/Business/Construction-
Projects/Airport-Tenants/Pages/Reference-Documents.aspx.
1.20  Premises. "Premises" shall have the meaning set forth on the first page of this
Agreement under the Key Agreement Terms.
1.21  Removable Fixtures. "Removable Fixtures" shall have the meaning set forth in
Section 7.3 of this Agreement. 
1.22  Rent. "Rent" shall mean and refer collectively to sums denominated as either
Percentage Fee, Additional Rent or any other sums or charges otherwise payable by
Concessionaire under the terms of this Agreement. Failure by Concessionaire to pay any sum
denominated as Rent shall entitle the Port to pursue any or all remedies specified in this
Agreement as well as remedies specified in RCW Chapter 59.12 or otherwise allowed by law.
1.23  Security. "Security" shall have the meaning set forth in Section 5.1 of this
Agreement. 
1.24  Shared Cooking Facility. "Shared Cooking Facility" shall mean an area provided by the
Port where Concessionaire has non-exclusive rights to prepare its menu offerings to support their
Use of Premises identified in the Key Lease Terms and Section 6.5.
SECTION 2: LEASED PREMISES 
2.1   Premises. Effective on the Commencement  Date, the Port hereby leases to
Concessionaire and Concessionaire hereby leases from the Port, the Premises. 
2.2   Acceptance of the Premises. Concessionaire shall promptly examine the Premises
following the Commencement Date. Unless Concessionaire provides the Port with written notice

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of any defect or problem within five (5) days of the Commencement Date, Concessionaire shall
have accepted them in their present, "as-is" condition. 
2.3    Quiet Enjoyment.  So long as Concessionaire  is not in default under this
Agreement and subject to the specific provisions, covenants and agreements contained in this
Agreement, the Port covenants and agrees that the quiet and peaceful possession and enjoyment
of the Premises by Concessionaire shall not be disturbed or interfered with by the Port or by any
other party claiming by or through the Port. 
2.4    No Warranty. The Port makes absolutely no warranty, promises or representations
as to the economic viability of any concession location, including the Premises. Passenger
counts, passenger flows and other customer traffic are for the most part products of airline
schedules and gate utilization. Further, Federal Aviation Administration and Transportation
Security Administration rules and regulations governing security and emergency situations may
restrict access to the Airport or portions thereof. Except as specifically set forth in this
Agreement, Concessionaire shall not be entitled to any relief in the event passenger counts,
passenger flow, customer traffic, or Gross Sales are other than Concessionaire predicted or
projected. 
SECTION 3: TERM 
3.1    Agreement Term. Unless earlier terminated pursuant to any provision of this
Agreement, the term shall commence on the Commencement Date and continue until the
Expiration Date.  Concessionaire acknowledges that the term of this Agreement is dependent on
a Port's Central Terminal Infrastructure Upgrade Project Phase 1 completion and that the Port
will provide 90 days advance written notice on the actual expiration date. 
SECTION 4: RENT 
4.1    Percentage Fees. 
4.1.1  Amount. Commencing on the Commencement Date, Concessionaire shall
also pay the Port a percentage fee (the "Percentage Fee") according to the schedule set forth in
the Key Lease Terms. 
4.1.2  Reporting and Payment. On or before the date set forth in the Key Lease
Terms, Concessionaire shall submit to the Port a detailed statement showing the Gross Sales
generated from the concession during the preceding month (the "Monthly Report") and shall
simultaneously pay to the Port the Percentage Fee due for that preceding month. The Monthly
Report shall be filed using the technology and procedures designated by the Port and shall show
such reasonable detail and breakdown as may be required by the Port. If the Port instructs
Concessionaire to file the Monthly Report or any other report by computer, e-mail, or internet
website, the Port shall not be obligated to furnish Concessionaire with the equipment or systems
necessary to do so. The failure to timely provide the reports required by this Section shall be
grounds for the imposition of liquidated damages as provided in Section 16.2.4 and Exhibit E. 
4.1.3  Annual Reconciliation. The Percentage Fees shall be subject to annual
reconciliation by the Port following receipt of the Annual Report. Under/over payments of less

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than forty dollars ($40.00) shall not be subject to adjustment. In the event that Concessionaire
has underpaid the Rent by forty dollars or more, Concessionaire shall remit the entire amount of
the underpayment together with the Annual Report. In the event Concessionaire has overpaid the
Rent by forty dollars or more, the Port will issue Concessionaire a credit that shall be utilized
against future Rent payment obligations (or, following the expiration or earlier termination of
this Agreement, issue Concessionaire a refund). 
4.2    Contract Rent. The Port and Concessionaire agree that the first seven percent
(7%) of Concessionaire's Gross Sales paid to the Port shall be the contract rent for the Premises
for purposes of the Leasehold Excise Tax Payable pursuant to Chapter 81.29A of the Revised
Code of Washington. All amounts in excess of the first seven percent of the Gross Sales shall be
consideration for the concession rights granted under this Agreement. 
4.3    Additional Rent. During the term of this Agreement, Concessionaire shall also
pay to the Port, within thirty (30) days of invoice, any maintenance and repair charges required
by SECTION 8, any utility charges required by SECTION 9, and such other amounts as may be
owing by Concessionaire to the Port pursuant to the terms of this Agreement. 
4.4    Payments. All Rent due under this Agreement shall be paid in lawful money of
the United States of America. Concessionaire may not pay any Rent due under this Agreement 
utilizing a credit card or other, similar instrument for which the Port must pay a commission or
discount on the gross funds remitted; all payments shall be made by check, ACH credit transfer,
or other form of payment approved by the Port. In the event the Concessionaire delivers a
dishonored check or draft to the Port in payment of any obligation arising under this Agreement,
Concessionaire shall pay a service charge in the amount established by the Port from time to
time, along with interest thereon at eighteen percent (18%) per annum from the original due date
of such dishonored check or draft without further demand. In such event, the Port may require
that future payments be made by cashier's check or other means acceptable to the Port. 
4.5    Late Charges. 
4.5.1  Concessionaire hereby acknowledges that late payment by Concessionaire
to the Port of Rent, or any portion thereof, or any other sums due hereunder will cause the Port to
incur costs not otherwise contemplated by this Agreement. Accordingly, if any installment of
Rent, or any portion thereof, or any other sum due from Concessionaire shall not be received by
the Port within ten (10) days after such amount shall be due, then, without any requirement for
notice by the Port to Concessionaire, Concessionaire shall pay the Port a late charge equal to five
percent (5%) of such overdue amount unless such late charge is specifically waived by the Port
in writing. The parties agree that such late charge represents a fair and reasonable estimate of the
costs the Port will incur by reason of late payment by Concessionaire. Acceptance of such late
charge by the Port shall in no event constitute a waiver of Concessionaire's default with respect
to such overdue amount, nor prevent the Port from exercising any of the other rights and
remedies granted hereunder. 
4.5.2  In addition to the late charges provided for in this Section, interest shall
accrue on any unpaid Rent and/or other remuneration, or any other sums due hereunder, at the
Default Rate from the date due until paid. 

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4.5.3  Notwithstanding anything to the contrary in this Section, interest and late
charges shall be subject to a minimum, monthly charge of five dollars ($5.00). 
4.6    Accounting Procedures. 
4.6.1  Records. Concessionaire covenants and agrees that it will establish and
maintain an accounting system (specifically including all books of account and records
customarily used in the type of operation permitted by this Agreement) in full and complete
accordance with generally accepted accounting principles and otherwise reasonably satisfactory
to the Port for the determination of any Rent or other computations, which may be necessary or
essential in carrying out the terms of this Agreement. Concessionaire shall maintain its records
relating to the operation permitted by this Agreement for a period of at least three (3) years after
the end of each calendar year (or until the close of any ongoing audit thereof being conducted by,
or on behalf of, the Port); provided, however, that the Port may request that any such records be
retained for a longer period of time, in which case Concessionaire, at its option, may deliver such
records into the custody of the Port. 
4.6.2  Daily Sales Reporting. Concessionaire shall participate in a daily sales
reporting program. Under the program, Concessionaire shall report, by the end of the following
business day, the amount of Gross Sales earned by Concessionaire each calendar day, including
such detail as reasonably requested by the Port (including, but not limited to, such things as
location and concession category). Concessionaire may, but shall not be obligated, to delegate
responsibility for reporting Gross Sales generated in any subleased space to the operator of such
subleased spaced; provided, however, Concessionaire shall nonetheless remain responsible for
full compliance with the program in the event it makes such delegation. The failure to timely
provide the reports required by this Section shall be grounds for the imposition of liquidated
damages as provided in Section 16.2.4 and Exhibit E. 
4.6.3  Cash Handling. Without limiting any more general requirements of this
Section 4.6, Concessionaire shall observe the cash handling and point-of-sale requirements set
forth below. 
4.6.3.1 Establish Procedures. Concessionaire shall at all times observe
cash and record handling policies and procedures and maintain cash and record handling systems
in accordance with reasonable written policies and procedures adopted by Concessionaire.
Concessionaire may revise those procedures from time to time upon the advent of generallyaccepted
technological changes and shall provide the Port notification in the event that it does so.
All of Concessionaire's cash and record handling policies and procedures shall be subject to
review and approval by the Port upon request. 
4.6.3.2 Point of Sale Equipment. Concessionaire's point-of-sale equipment
or devices shall properly, accurately and reliably record all information pertaining to each and
every transaction entered into between Concessionaire and its customers. The required
information includes but is not limited to, the time and date of the transaction; payment method;
the sales amount or amounts for any and all goods or services purchased; the transaction location
and operating name; and any and all other information obtained from the customer or other
sources as pertaining to each transaction. 

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4.6.3.3 Sequentially Numbered Transactions. Concessionaire agrees to
sequentially number all transactions, and agrees to provide upon request by the Port a list of
transactions that were initiated, but which were eventually voided or cancelled, or for which
Concessionaire received no sales or other revenue. 
4.6.3.4 Changes in Operations. Concessionaire agrees to notify the Port of
any changes in business operations that change or alter the accounting processes or procedures or
information storage or data retrieval for Concessionaire's business operations covered under this
Agreement. 
4.6.4  Annual Report. 
4.6.4.1 Concessionaire shall provide the Port with a report (the "Annual
Report"), due by the deadline set forth in the Key Lease Terms, that reflects the amount of Gross
Sales for the preceding year (or partial year). The Annual Report shall be accompanied by a
signed certificate of an independent Certified Public Accountant (CPA), Concessionaire's Chief
Financial Officer or Chief Executive Officer stating specifically that (a) he/she has examined the
Annual Report, (b) his/her examination included such tests of Concessionaire's books and
records as he/she considered necessary or appropriate under the circumstances, (c) such report
presents fairly the information reflected for the preceding year, (d) the information reflected
conforms with and is computed in compliance with the definitions set forth in this Agreement,
and (e), if the certificate is submitted by a CPA, the standards observed by the CPA in its audit
are such that it planned and performed the audit to obtain reasonable assurances that
Concessionaire's report is free from material misstatement. 
4.6.4.2 Notwithstanding the foregoing, in the event that the Port conducts
an audit of Concessionaire's operations pursuant to Section 4.7 and that audit reveals a
discrepancy of more than two percent (2%) of the Percentage Rent reported in accordance with
Section 4.1 above for any twelve (12) month period; Concessionaire's Annual Report must
thereafter by accompanied by a signed certificate of an independent Certified Public Accountant;
Concessionaire's CEO and CFO may not certify the report. 
4.6.4.3 The Annual Report shall be provided in writing and/or electronic
format as reasonably specified by the Port, and in addition to such other detail as the Port may
reasonably require, the Annual Report shall breakdown Gross Sales by month, location, and
product category. Any additional or unpaid Rent or fees due for the prior year shall be submitted
with the Annual Report. The failure to timely provide the report required by this Section shall be
grounds for the imposition of liquidated damages as provided in Section 16.2.4 and Exhibit E. 
4.6.5  Other Reports. In addition to any reports otherwise required under the
terms of this Agreement, Concessionaire shall provide the Port with such other and further
reports, on such frequency as the Port may reasonably require from time to time, all without any
cost to the Port. All such reports shall be provided in writing and/or electronic format as
reasonably specified by the Port from time to time. The failure to timely provide the reports
required by this Section shall be grounds for the imposition of liquidated damages as provided in
Section 16.2.4 and Exhibit E. 

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4.6.6  Quality Jobs and Small Business Reporting. Concessionaire shall provide
the Port, upon reasonable request, one or more reports that document  Concessionaire's
compliance with, and efforts to further, the Port's quality jobs and small business initiatives.
Reports relating to quality jobs will generally encompass information about Concessionaire's
employee pool, wage rates, benefits (including time-off and Affordable Care Act compliance),
and hiring practices. Reports relating to small business will generally encompass information
about Concessionaire's inclusion of small businesses within its day-to-day operations,
specifically including as suppliers. 
4.7    Audit. 
4.7.1  Right to Audit. The Port shall have the right to time to inspect and audit,
through its accountants or representatives, Concessionaire's records with reference to the
determination of any matters relevant to this Agreement, and Concessionaire shall make or cause
to be made the records readily available for such examination. The Port may undertake such
inspection and/or audit at any reasonable time and from time to time.  In the event that
Concessionaire's records are not maintained in the Puget Sound region, they shall be made
available for audit locally within twenty (20) business days of a request by the Port, or
Concessionaire shall pay in full, any travel and related expenses of Port representative(s) to
travel to the location outside the Puget Sound region. In addition, the Port shall have the right to
conduct a "surprise" audit not more frequently than twice every twenty-four (24) months, and, in
the event that Concessionaire's books and records are not maintained locally, Concessionaire 
shall further pay in full, any travel and related expenses of the Port representative(s) to travel to 
the location outside the Puget Sound region for such "surprise" audit(s). 
4.7.2  Right to Review Records of Concessionaire's Other Stores. In connection
with the audit, the Port or its representative will have the right to inspect the records from any
other store operated by Concessionaire, but only if such inspection is reasonably necessary to
verify Concessionaire's reportable Gross Sales. 
4.7.3  Right to Copy Concessionaire's Records. The Port or its representatives
shall have the right to copy any and all records of Concessionaire supporting Gross Sales or any
other matter the determination of which is relevant to this Agreement. 
4.7.4  Concessionaire Must Reconstruct Insufficient Documentation.  If upon
examination or audit the Port's accountant or representative determines that sufficient
documentation is not maintained, retained, or available to verify Concessionaire's actual Gross
Sales or any other matter the determination of which is relevant to this Agreement,
Concessionaire shall pay for the cost of such visit, and in addition, should the Port deem it
necessary, Concessionaire shall reconstruct, at its sole cost and expense, all records for the
determination of Gross Sales or any other matter the determination of which is relevant to this
Agreement for any period being audited. If, in the Port's determination, Concessionaire fails to
reasonably reconstruct all records in accordance with this Section, then in addition to any
remedies under this Agreement or at law, the Port shall be entitled to collect as Additional Rent
an amount equal to five percent (5%) of the Percentage Fees actually paid for the period in
question. 

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4.7.5  If Gross Sales Are Under-Reported. If any such audit discloses that the
actual Gross Sales exceed those reported: 
4.7.5.1 Concessionaire shall forthwith pay the Percentage Fee due along
with interest at the Default Rate; and 
4.7.5.2 If the audit reveals a discrepancy of more than two percent (2%) of
the Percentage Rent reported in accordance with Section 4.1 above for any twelve (12) month
period, Concessionaire shall forthwith pay the cost of such audit along with interest at the
Default Rate; and 
4.7.5.3 The Port shall have, in addition to the foregoing rights to costs and
any other rights and remedies available to the Port under this Agreement or at law, the right to
terminate this Agreement, if such audit discloses that said Gross Sales exceeded those reported
by more than ten percent (10%). 
4.7.6  If Gross Sales Are Over-Reported.  If Concessionaire  over-reports its
Gross Sales and is due a refund, Concessionaire will be granted a credit toward future rents after
first deducting the cost of the audit. In the event the cost of the audit exceeds the refund due,
Concessionaire shall not be responsible for the balance of the cost of the audit but shall not be
entitled to any refund/credit associated with the over-report of Gross Sales. 
4.7.7  Subtenant's Records.  If Concessionaire subleases, licenses, or in any
manner allows the Premises to be used by another party, Concessionaire is responsible for
ensuring that all of such party(ies) records conform to the requirements of this Agreement. The
failure of any such party to maintain its records as required under this Agreement, or correctly
report gross sales, will be deemed a failure on the part of Concessionaire to conform to the
requirements of this Agreement. 
SECTION 5: SECURITY 
5.1    Security. Concessionaire shall, upon execution of this Agreement, obtain and
deliver to the Port a good and sufficient corporate surety company bond, irrevocable stand-by
letter of credit, or other security in a form approved by the Port in the amount set forth in the Key
Lease Terms (hereinafter referred to as "Security"), to secure Concessionaire's full performance
of this Agreement, including the payment of all fees and other amounts now or hereafter payable
to the Port hereunder. In the event that a late charge is payable under Section 4.5 (whether or not
collected) for three (3) installments of Rent in any twelve (12) month period, the amount of the
Security shall, at the Port's election, be doubled. The amount, form, provisions and nature of the
Security, and the identity of the surety or other obligor thereunder, shall at all times be subject to
the Port's approval. The Security shall remain in place at all times throughout the full term of
this Agreement and throughout any holdover period. If the Security is in a form that periodically
requires renewal, Concessionaire must renew the Security not less than 45 days before the
Security is scheduled to expire. No interest shall be paid on the Security and the Port shall not be
required to keep the Security separate from its other accounts. No trust relationship is created
with respect to the Security. 

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5.2    Return of Security. The Security is a part of the consideration for execution of this
Agreement. If Concessionaire shall have fully performed all terms and conditions of this
Agreement, any cash deposit security shall be paid to Concessionaire within sixty (60) days
following the termination (or expiration) date without interest; otherwise the Port shall, in
addition to any and all other rights and remedies available under this Agreement or at law or
equity, retain title thereto. 
5.3    Application of Security. The Port may apply all or part of the Security to unpaid
Rent or any other unpaid sum due hereunder, or to cure other defaults of Concessionaire. If the
Port uses any part of the Security during the term of the Agreement, Concessionaire shall restore
the Security to its then-currently required amount within fifteen (15) days after application of the
Security by the Port. The retention or application of such Security by the Port pursuant to this
Section does not constitute a limitation on or waiver of the Port's right to seek further remedy 
under law or equity. 
SECTION 6: USE OF PREMISES 
6.1    Use of Premises. Concessionaire shall use the Premises for the use set forth in the
Key Lease Terms and shall not use them for any other purpose or in other manner without the
written consent of the Port. Concessionaire recognizes that the specific limited use prescribed
herein is a material consideration to the Port in order that the Airport will, in the Port's sole
discretion, maintain an appropriate tenant mix so as to efficiently serve the traveling public and
to produce the maximum Gross Sales possible for all tenants. 
6.2    Rights Are Non-Exclusive. Concessionaire's rights and privileges in this
Agreement are non-exclusive, and nothing herein shall preclude the Port from entering into an
agreement with any other parties during the term of this Agreement for the sale in any part of the
Airport of the same or similar food, beverages, merchandise or service which Concessionaire is
permitted to sell or offer hereunder, whether such agreements are awarded competitively or
through negotiations and regardless of whether the terms of such agreements are more or less
favorable than the terms of this Agreement. 
6.3    First Class Operations. In addition to, and not in lieu of, any other more specific
standards that may be set forth in this Agreement, Concessionaire shall maintain a first class
standard of service equivalent to the highest standards within the food and retail service industry
("First Class Manner"). For the purposes of this Agreement, First Class Manner shall mean the
standard of products, cleanliness, and customer service that would be reasonably expected in
upscale shopping malls and other similar high-quality airport and non-airport retail and food
service facilities. The Port desires to provide the air travelers and the public with facilities,
service, food, beverages and retail merchandise of first class quality. For food and beverage
operations, Concessionaire must ensure that the air travelers and public are provided first class
quality foods with adequate portions, comparable to or better than, that offered for sale in similar
food service operations in the greater Seattle-Tacoma region offering like products. Unless
shown to be unreasonable by "clear, cogent and convincing evidence," the Port shall be the final
arbiter of what constitutes a First Class Manner. 

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6.4   General Operating Standards. Concessionaire shall not use or occupy or permit
the Premises or any part thereof to be used or occupied, in whole or in part, in a manner which
would in any way: (i) violate any present or future Legal Requirements or Port Standards, (ii)
violate any of the covenants, agreements, provisions and conditions of this Agreement, (iii)
violate the certificate of occupancy then in force with respect thereto, (iv) as will constitute a
public or private nuisance, (v) impair, in the Port's reasonable judgment, with the character,
reputation or appearance of the Airport or the Port, or (vi) occasion discomfort, inconvenience or
annoyance to either the Port or its adjoining tenants.  Without limiting the foregoing,
Concessionaire specifically agrees to comply with all applicable rules and regulations of the Port,
whether now in existence or hereafter promulgated, pertaining to (a) the Airport and its
terminals, which exist for the general safety and convenience of the Port, its various tenants,
invitees, licensees and the general public, and (b) the common food and beverage areas located
within the Airport. 
6.5   Shared Cooking Facility Standards.
6.5.1  Concessionaire shall be responsible for the installation and maintenance of
all of its equipment placed within the Shared Cooking Facility.
6.5.2  Concessionaire agrees to work with other Concessionaires within the
Shared Cooking Facility in a professional manner.
6.5.3  Concessionaire agrees that it as well as the other users of the Shared
Cooking Facility shall be responsible for general cleaning within the space.
6.5.4  Concessionaire agrees to obtain any applicable permits and/or licenses to
operate within the Shared Cooking Facility 
6.5.5 Concessionaire shall be responsible for securing their own equipment and
tools and making sure that the security of the airport is not compromised by its actions or
inactions within the Shared Cooking Facility.
6.6   Specific Operating Standards. Concessionaire shall, at all times, comply with the
operating standards set forth on Exhibit C. Without limiting any other rights that may exist under
this Agreement, Concessionaire acknowledges that it is subject to inspection as set forth on
Exhibit C. In addition, the failure to comply with the operating standards shall be grounds for the
imposition of liquidated damages as provided in Section 16.2.4 and Exhibit E.
6.7   Street Pricing Policy. Concessionaire shall, at all times, comply with the street
pricing policy set forth on Exhibit D. Without limiting any other rights that may exist under this
Agreement, Concessionaire acknowledges that the failure to adhere to the policy shall be
grounds for the imposition of liquidated damages as provided in Section 16.2.4 and Exhibit E.
6.8   Security Requirements. Concessionaire acknowledges that the Airport is an
environment subject to substantial security regulations and requirements that may materially
increase the cost of operating at the Airport. Concessionaire shall comply at all times with all
local, state and federal laws, rules, regulations and security plans relating to homeland security
(collectively, "Security Laws") applicable to Concessionaire, its operations, and the Premises.

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Concessionaire shall be solely responsible for all of its costs of complying with any applicable
Security Laws as well as any fines or penalties incurred (whether by Concessionaire or the Port)
as result of its failure to comply with such Security Laws. 
6.9    Franchise. If the Premises are operated under a franchise,  Concessionaire 
represents and warrants to the Port that Concessionaire has been granted the right to use any
trade name that may be used at the Premises for the entire term of this Agreement, pursuant to a
franchise or license agreement (the "Franchise Agreement") with the trade name owner (a
"Franchisor"). At the Port's request, Concessionaire agrees to provide the Port with a copy of the
Franchise Agreement and reasonable evidence that such agreement remains in full force and
effect.  Concessionaire  agrees  that  the  termination  of  Concessionaire's  right  to  use
Concessionaire's trade name at the Premises or to conduct an operation at the Premises of the
type then conducted by or under license from Franchisor under Concessionaire's trade name,
shall constitute a material breach of Concessionaire's obligations under this Agreement. 
Concessionaire agrees that if such Franchise Agreement is terminated, the Port shall have the
right to terminate this Agreement pursuant to SECTION 16 of this Agreement. 
6.10   Franchise Standards. Without limiting or otherwise reducing any of the standards
otherwise imposed under this Agreement, Concessionaire shall also meet or exceed all franchise
standards that are imposed on Concessionaire by any Franchisor. Copies of those franchise
standards and performance audit forms shall be sent to the Port prior to unit opening date. Copies
of inspections conducted by the Franchisor or any mystery shopper service hired by the
Franchisor shall be sent to the Port within ten (10) days of receipt by Concessionaire or any
subtenant. 
6.11   Employment Standards. It is the stated expectation of the Port of Seattle
Commission that Airport employers, including Concessionaire, provide quality jobs for its
employees. To this end, Concessionaire shall comply with all, applicable federal, state, and local
laws and ordinances related to wages. The Port also expects Concessionaire to participate in, and
otherwise provide documentation relevant for, any employment continuity pool established by
the Port. Concessionaire shall, as required by Section 4.6.6, provide such reports as may be
requested by the Port to document Concessionaire's compliance with these requirements. 
6.12   Small Business Standards. It is also the policy of the Port of Seattle Commission
to encourage Airport businesses, including Concessionaire, to make every reasonable effort to
maximize the contracting opportunities for small businesses (including ACDBEs, as addressed
below in Section 22.1) in the construction and operation of the concession. Concessionaire shall,
as required by Section 4.6.6, provide such reports as may be requested by the Port to document
Concessionaire's compliance with these requirements. 
6.13   No Liens. Concessionaire will not directly or indirectly create or permit to be
created and/or to remain, a Lien upon the Premises, including any Alterations, fixtures,
improvements or appurtenances thereto, except those Liens expressly permitted by in writing by
the Port. In the event any such Lien(s) have been created by or permitted by Concessionaire in
violation of this provision, Concessionaire shall immediately discharge as of record, by bond or
as otherwise allowed by law, any such Lien(s). Concessionaire shall also defend (with counsel 
approved by the Port), fully indemnify, and hold entirely free and harmless the Port from any

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action, suit or proceeding brought on or for the enforcement of such lien(s). As used in this
Section, "Lien" shall mean and refer to any mortgage, lien, security interest, encumbrance,
charge on, pledge of, conditional sale or other encumbrance on the Premises, any Alteration,
fixture, improvement or appurtenance thereto, or any larger building and/or property of which
the Premises may be a part. 
6.14   Copyright Clearance. Concessionaire and Concessionaire's Subtenants are
responsible for obtaining permission to transmit any copyrighted music, including but not limited
to, radio broadcasts, recorded music, and television broadcasts, in their Leased Premises at the
Airport in compliance with Federal Copyright Law found in Title 17 of the United States Code,
or as amended. 
SECTION 7: IMPROVEMENTS 
7.1    Improvements by the Port. The Port shall have no obligation to make any
improvements to the Premises whatsoever. It is, however, understood that the Port may from
time to time elect to alter, improve or remodel other portions of the Airport, and Concessionaire 
agrees that the portion of the Premises, if any, which is visible to the general public may be
altered, remodeled or improved at the Port's expense in connection with any such work.
Concessionaire agrees that any inconvenience resulting from any such work or modifications by
the Port or its contractors and agents shall not be grounds for reduction of rent or fee if the same
shall not unreasonably interfere with Concessionaire's use of the Premises. 
7.2    Alterations by Concessionaire. 
7.2.1  Alterations. Concessionaire may from time to time during the term make
such non-structural changes, alterations, additions, substitutions or improvements (collectively
referred to as "Alterations") to the Premises, as Concessionaire  may reasonably consider
necessary and desirable to adapt or equip the Premises for Concessionaire's use and occupancy. 
7.2.2  Standards  for  Alterations. All    Alterations  shall  be  done  at 
Concessionaire's sole cost and expense and at such times and in such manner as the Port may
from time to time designate. All Alterations shall: (i) be of high quality, (ii) conform to the
design criteria approved by the Port, (iii) be of fireproof construction according to the standards
of the local rating organization, (iv) be constructed in good and workmanlike manner, (v) be in
full and complete accordance with all Legal Requirements and Port Standards, and (vi) be
performed in a manner that will not unreasonably interfere with or disturb the Port or other
tenants of the Port. Except as otherwise specifically provided in this Agreement, Concession
shall obtain all necessary permits for any Alteration. 
7.2.3  Reports. Within ninety (90) days of the completion of any Alterations,
Concessionaire shall provide the Port with: (a) a certification that the improvements have been
constructed in accordance with the approved drawings and specifications and in strict
compliance with all Legal Requirements and the Port Standards; (b) a certified proof in writing
demonstrating that no liens exist on any or all of the construction; and (c) a reproducible final
copy of the plans as-built for all improvements along with computer discs as electronic files in a
format compatible with the Port's CAD Standards Manual, to enable the Port to upgrade its

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existing files to reflect the as-constructed changes made by Concessionaire. The failure to timely
provide the reports, statements and certifications required by this Section shall be grounds for the
imposition of liquidated damages as provided in Section 16.2.4 and Exhibit E. 
7.3    Ownership of Alterations  and Improvements. Other than those leasehold
improvements which are installed and become such a part of the Premises that they cannot be
removed without substantial injury to the Premises, which improvements shall immediately
become the property of the Port following installation, Concessionaire shall retain ownership of
all furniture, trade fixtures and equipment from time to time installed in the Premises by
Concessionaire at its expense (the "Removable Fixtures"). Concessionaire may remove any of
the Removable Fixtures at any time during the term and shall remove all thereof prior to the
expiration of the term. Any Removable Fixtures or other property of Concessionaire not removed
at the expiration of the term shall, at the election of the Port, become the property of the Port
without payment to Concessionaire, or be deemed abandoned and removed by the Port, at
Concessionaire's expense. Upon any removal of such property, Concessionaire shall promptly
repair any and all damage to the Premises caused thereby and reimburse the Port for its costs and
expenses in removing any such property not removed by Concessionaire and repairing any such
damage not repaired by Concessionaire; this covenant shall survive the termination of this
Agreement. 
7.4    Signs. 
7.4.1  No signs, promotions or other advertising matter, symbols, canopies or
awnings (collectively "Signs") shall be attached to or painted on within, or outside the Premises,
including the walls, windows and doors thereof, without the prior written approval of the Port. 
Any permitted Sign shall be professionally prepared. The Port may, without notice and without
any liability therefore, enter the Premises and remove any items installed or maintained by
Concessionaire in violation of the provisions of this Section 7.4. At the termination or sooner
expiration of this Agreement, Concessionaire shall remove all such Signs attached to or painted
by Concessionaire at its own expense, and Concessionaire shall repair any damage or injury to
the Premises and correct any unsightly condition caused by the maintenance and removal of said
Signs. 
7.4.2  If Concessionaire fails to comply with the requirements of this Section
7.4, the Port shall have the right to require Concessionaire to restore the Premises to the
condition existing immediately prior to the unauthorized installation or modification of the Sign. 
In the event that Concessionaire fails to restore the Premises within three (3) days following
notice by the Port, Concessionaire shall, in addition to (and not in lieu of) any other rights or
remedies the Port may have (whether under this Agreement or in law or in equity), pay the Port
liquidated damages as provided in Section 16.2.4 and Exhibit E until Concessionaire has restored
the Premises. Concessionaire and the Port agree that the Port will incur damages as a result of the
failure to restore the Premises, which damages are impractical or impossible to determine, and
that this amount is a reasonable forecast of the damages to be suffered by the Port. 
7.5    Visual Artists Rights Act. With respect to construction or installation of any
improvements at the Premises (whether Alterations or otherwise) that might implicate the
requirements of the federal Visual Artists Rights Act of 1990, 17 U.S.C.  106A and 113, as

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they may be amended from time to time ("VARA"), Concessionaire agrees that it will not (i) hire
any artist or permit any sublessee to hire any artist for the purpose of installing or incorporating
any work of art into or at the Premises, or (ii) permit the installation or incorporation of any work
of art into or at the Premises, without the prior written approval of the Port. Concessionaire shall
provide such reasonable documentation as the Port may request in connection with any such
approval, and the approval of the Port may be conditioned upon the execution by the artist of a
waiver of the provisions of the VARA, in form and substance acceptable to the Port.
SECTION 8: MAINTENANCE AND REPAIR 
8.1   Maintenance and Repair by Port for Shared Cooking Facility 
8.1.1  The Port shall keep and maintain the foundations, roof, common areas and
common utilities up to the point of Concessionaire's connection, and structural portions of the
exterior walls of the Premises (excepting any walls which are installed by or on behalf of
Concessionaire) in good order, condition and repair. The Port shall perform this work at its sole
cost and expense, except to the extent that any such repairs may be required as a result of
damage caused by negligence of Concessionaire or its agents, employees, invitees or licensees,
in which event the work shall be at the cost or expense of Concessionaire. The Port shall perform
such repair or maintenance work called to its attention by Concessionaire within a reasonable
period of time after receipt of such notice by Concessionaire. There shall be no abatement or
reduction of Rent, and the Port shall not be responsible for any loss or damages to
Concessionaire's business, arising by reason of the Port making any repairs, alterations or
improvements.
8.1.2  The Port shall, at Concessionaire's cost as set forth in the then-current
Airport tariff, provide pest control services to the Premises as part of the Port's Unified Pest
Management Program.
8.2   Maintenance and Repair by Concessionaire Shared Cooking Facility and
Temporary Food Cart.
8.2.1  Subject only to the specific obligations of the Port set forth in Section 8.1, 
Concessionaire shall, at is sole cost and expense, keep the Premises, and every part thereof and
any fixtures, facilities or equipment contained therein, in good order, condition and repair at all
times. Concessionaire  shall likewise comply with any preventative maintenance practices
established by the Port. Concessionaire shall make all repairs and replacements (ordinary as well
as extraordinary, foreseen and unforeseen) which may be necessary or required so that at all
times the Premises are in good order, condition and repair. Without limiting the generality of the
foregoing, Concessionaire shall keep glass and all portions of the kiosk in a good state of repair. 
Concessionaire shall perform all maintenance, repairs, or replacements using quality materials
equal to the original, and, if materially changed from the original, shall be subject to the prior
written approval of the Port.
8.2.2  Concessionaire shall also keep the Premises neat, clean and in sanitary
condition and follow best practices for hygiene to keep the Premises free from infestation of
pests and conditions which might result in harborage for, or infestation of, pests. Concessionaire

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shall reimburse the Port for the pest control services provided by the Port pursuant to Section
8.1.2 at the then-current rate set forth in Seattle-Tacoma International Airport Tariff No. 1, as the
same may be revised or replaced from time-to-time. In the event that Concessionaire otherwise
contracts for the provision of pest control services, any such services shall be supplemental to
those provided by the Port under Section 8.1.2, and Concessionaire and its pest control
contractor shall specifically coordinate its services with the Port's selected Unified Pest
Management Program contractor. 
8.2.3  Concessionaire shall perform all maintenance, repairs, or replacements
using quality materials equal to the original, and, if materially changed from the original, shall be
subject to the prior written approval of the Port. In the event fixtures and/or equipment are
installed in, affixed to, or served by, roof vents or other similar air openings serving the
Premises, Concessionaire shall keep such vents and openings free from the accumulation of
grease, dirt, and other foreign matter, and shall furnish and service any and all filters or similar
equipment considered necessary by the Port, monthly or as often as necessary.
8.2.4  The failure to perform the maintenance and repair required by this Section
shall be grounds for the imposition of liquidated damages as provided in Section 16.2.4 and
Exhibit E. 
SECTION 9: UTILITIES 
9.1   Utilities. Concessionaire shall be liable for and shall pay throughout the term of
this Agreement, all charges for all utility services furnished to the Premises, including, but not
limited to, light, heat, electricity, gas, water, cable television, grease interceptor, sewerage, fire
protection, recycling, garbage disposal and janitorial services. For any utility services furnished
by the Port, Concessionaire shall pay the Port for such services at the then-current rate set forth
in Seattle-Tacoma International Airport Tariff No. 1, as the same may be revised or replaced
from time-to-time. 
9.2   Connections and Meters. The Port will bring those utilities reasonably necessary
to operate the concession given the permitted uses identified in the Key Lease Terms to the lease 
line. Without limiting the generality of the language set forth in Section 9.1, the following
additional requirements related to utility services for the Premises shall apply unless otherwise
expressly agreed by the Port in writing:
9.2.1  HVAC. The Port shall, without charge, furnish normal and reasonable
quantities of central air from the central HVAC system to the Premises and all necessary power
and electricity for such central air circulation. Subject to conditions beyond its control, the Port
shall maintain under normal conditions a temperature adequate for comfortable occupancy
according to the season; provided, that Concessionaire properly maintains the ductwork and
other connections within or leading into the Premises and complies with the recommendations of
the Port regarding reasonable occupancy and use of the Premises. 
9.2.2  Electricity and Lighting. The Port will provide normal and reasonable
quantities of electrical power to the Premises considering the nature of the permitted use, and
Concessionaire shall pay the cost thereof as provided in Section 9.1. In the event that

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Concessionaire installs any special systems or utilizes a disproportionate amount of power
considering the permitted use, the Port, in its sole discretion, require Concessionaire  at its cost
to furnish, install and maintain an electric meter for the Premises at a location and of a type
specified by the Port.  Other than general lighting provided in the Airport terminals,
Concessionaire shall  at its cost  furnish, install and maintain all lighting fixtures and wiring
for general illumination of the Premises. Levels of illumination and wattage requirements shall
be subject to the approval of the Port. 
9.2.3  Cabling and Communications. Concessionaire shall use the Port's cabling
and communications system for its operations at the Airport when such cabling and
communications system has been installed by the Port, and Concessionaire shall pay a user fee as
will be determined by the Port. In the event Concessionaire is allowed to install communication
equipment, any such installation shall be subject to the Port regulation. 
9.2.4  Garbage  and  Recycling. Concessionaire  shall  use  the  garbage  ,
composting, and recycling system provided by the Port. Concessionaire is required to participate
in all garbage and recycling programs. This includes, but is not limited to, composting, mixed
cardboard, paper, plastic, metal, and glass recycling, bulk grease recycling and such other
programs that may from time to time be adopted by the Port. 
9.3    Centralized Receiving and Distribution. The Port reserves the right to develop and
manage a Centralized Receiving and Distribution Facility (CRDF) to be used by Concessionaire
and other parties receiving deliveries for the Airport terminals, which CRDF may be located at a
location off the Airport with regular deliveries to the Airport. The Port may also select a single
entity to manage receiving and deliveries and to handle product distribution within the Airport
terminals. If the Port chooses to select a delivery and distribution management entity,
Concessionaire will be required to use the CRDF and the services of such manager and pay its
respective costs of the program, at the then-current rate set forth in Seattle-Tacoma International
Airport Tariff No. 1, as the same may be revised or replaced from time-to-time.  Upon
implementation of a CRDF, no direct deliveries will be allowed to Concessionaire in the Airport
terminals. 
9.4    Utility Interruptions. 
9.4.1  The Port shall have the right to shut down electrical energy to the
Premises (or portions thereof) when necessitated by safety, repairs, alterations, connections,
upgrades, relocations, reconnections, or for any other reason, with respect to the Airport's
electrical system (singularly or collectively, "Electrical Work"), regardless of whether the need
for such Electrical Work arises in respect of the Premises or elsewhere in the Airport. Whenever
possible, the Port shall give Concessionaire no less than two (2) days prior notice for such
electricity shutdown. The Port shall use all reasonable efforts to not shut down Concessionaire's
electrical energy for such Electrical Work during business hours unless such Electrical Work
shall be: (a) required because of an emergency; or (b) required by the electricity company
servicing the Airport or by any governmental or quasi-government law, rule, code, directive, or
order. 

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9.4.2  Concessionaire further acknowledges that interruptions in utility services
(including, without limitation, electrical service) are not uncommon in facilities such as the
Airport, and Concessionaire acknowledges that it will, at its cost and expense, protect any
sensitive electronic equipment which may be used in the Premises from utility service
interruptions through the use of backup power supplies, surge protectors, and other appropriate
safety systems as Concessionaire deems reasonable and necessary. Concessionaire acknowledges
that it has taken or will take all precautions it deems necessary to protect its equipment in, on and
around the Airport, including the acquisition of insurance. 
9.4.3  The Port shall not be liable to Concessionaire for any damages or losses
(including, without limitation, indirect or consequential damages or attorneys' fees) sustained to
any equipment installed by Concessionaire or otherwise caused by any utility service shut
downs, interruptions or failures, nor shall the same constitute an eviction or disturbance of
Concessionaire's use or possession of the Premises or a breach of the Port's obligations
hereunder. However, if any utility interruption is within the control of the Port, the Port shall use
reasonable efforts to restore utility service to Concessionaire promptly. 
9.5    Utility Conservation. The Port shall have the right to institute such reasonable
policies, programs and measures as may be necessary or desirable, in the Port's discretion, for
the conservation and/or preservation of water, energy or energy related services, or as may be
required to comply with any applicable codes, rules and regulations, whether mandatory or
voluntary. 
SECTION 10: TAXES 
10.1   Payment of Taxes. Concessionaire shall be liable for, and shall pay throughout the
term of this Agreement, all license fees and all taxes payable for, or on account of, the activities
conducted on the Premises and all taxes on the property of Concessionaire on the Premises and
any taxes on the Premises and/or on the leasehold interest created by this Agreement and/or any
taxes levied in lieu of a tax on said leasehold interest and/or any taxes levied on, or measured by,
the rentals payable hereunder, whether imposed on Concessionaire or on the Port. With respect
to any such taxes payable by the Port which are on or measured by the Rent payments hereunder,
Concessionaire shall pay to the Port with each Rent payment an amount equal to the tax on, or
measured by, that particular payment. All other tax amounts for which the Port is or will be
entitled to reimbursement from Concessionaire shall be payable by Concessionaire to the Port at
least fifteen (15) days prior to the due dates of the respective tax amounts involved; provided,
that Concessionaire shall be entitled to a minimum of ten (10) days' written notice of the
amounts payable by it. 
10.2   Personal Property Taxes. Concessionaire shall pay or cause to be paid, prior to
delinquency, any and all taxes and assessments levied upon all trade fixtures, inventories and
other real or personal property placed or installed in and upon the Premises by Concessionaire. If
any such taxes on Concessionaire's personal property or trade fixtures are levied against the Port
or the Port's property, and if the Port pays the taxes based upon such increased assessment,
Concessionaire shall, upon demand, repay to the Port the taxes so levied. 

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SECTION 11: MARKETING PROGRAM 
11.1   Program. The Port has established a marketing program ("Program") to promote
the concessions at the Airport. Given the short-term, limited nature of Concessionaire's
concession, Concessionaire shall not be required to participate in or contribute to the Program. 
SECTION 12: COMMON AREAS 
12.1   Control of Common Areas by Port. The Port shall at all times have the exclusive
control and management of the roof, walls, parking areas, access roads, driveways, sidewalks,
concourses, loading docks, washrooms, elevators, escalators, stairways, hallways and other
areas, improvements, facilities and/or special services provided by the Port for the general use, in
common, of Airport users and tenants ("common areas and facilities"). Without limiting the
Port's right of control and management, the Port specifically reserves the right to: (i) use the
same for any purpose, including the installation of signs for directional, advertising or other
purposes, (ii) change the area, level, location and arrangement of the common areas and
facilities; (iii) provided Concessionaire is not deprived of reasonable access to its Premises, close
all or any portion of the common areas and facilities; and (iv) do and perform such other acts in
and to the common areas and facilities as the Port shall determine to be advisable with a view to
the improvement of the convenience and use thereof by the Port and tenants of the Airport. 
12.2   License. All common areas and facilities that Concessionaire is permitted to use
and occupy are used and occupied under a revocable license. If the amount of such areas or
facilities is revised or diminished, such revision or diminution shall not be deemed a constructive
or actual eviction, and the Port shall not be subject to any liability, nor shall Concessionaire be
entitled to any compensation or reduction or abatement of Rent. 
12.3   Parking. While the Port may provide parking facilities to the Concessionaire's
employees in common with employees of other tenants and users of the Airport, it retains the
right to impose a reasonable charge for the privilege of utilizing these parking facilities. Nothing
herein contained shall be deemed to require the Port to provide parking facilities to
Concessionaire's employees. 
SECTION 13: INSURANCE AND INDEMNITY 
13.1   Indemnity. 
13.1.1 The Port, its officers, employees and agents shall not be liable for any
injury (including death) to any persons or for damage to any property regardless of how such
injury or damage be caused, sustained or alleged to have been sustained by Concessionaire or by
others, including but not limited to all persons directly or indirectly employed by Concessionaire,
or any agents, contractors, subcontractors, licensees or invitees of Concessionaire, as a result of
any condition (including existing or future defects in the Premises) or occurrence (including
failure or interruption of utility service) whatsoever related in any way to Concessionaire's use or
occupancy of the Premises and of areas adjacent thereto. 
13.1.2 To the maximum extent permitted by law, Concessionaire shall defend
(with counsel approved by the Port), fully indemnify, and hold entirely free and harmless the

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Port and its Commissioners, officers, agents and employees from any and all claims, loss,
damages, expenses, attorneys' fees, consultants' fees, court costs and other costs arising, directly
or indirectly, from: (a) the condition of the Premises or out of the occupancy by the
Concessionaire or any subtenant, licensee, concessionaire, or contractor of Concessionaire; and
(b) any accident, injury, death or damage, however caused, to any person or property on or about
the Premises; and (c) any fault or negligence by Concessionaire or any subtenant, licensee,
concessionaire or contractor of the Concessionaire or of any officer, agent, or employee of any
such person; and (d) any failure on Concessionaire's part to comply with any of the covenants,
terms and conditions contained in this Agreement; provided, however, nothing herein shall
require Concessionaire to indemnify the Port from any accident, injury, death or damage arising
out of the sole negligence of the Port or its Commissioners, officers, agents and employees.
Concessionaire agrees that the foregoing indemnity specifically covers actions brought by its
own employees, and thus Concessionaire expressly waives its immunity under industrial
insurance, Title 51, as necessary to effectuate this indemnity. Such waiver shall not, however,
prevent Concessionaire from asserting such immunity against any other person or entity. 
13.1.3 Notwithstanding anything to the contrary in Section 13.1.2, in the event of
the concurrent negligence of Concessionaire, its subtenants, licensees, concessionaires,
contractors, or any officer, agent, or employee of any such person on the one hand and the
negligence of the Port, its agents, employees or contractors on the other hand, which concurrent
negligence results in injury or damage to persons or property of any nature and howsoever
caused, and relates to the construction, alteration, repair, addition to, subtraction from,
improvement to or maintenance of the Premises such that RCW 4.24.115 is applicable,
Concessionaire's obligation to indemnify the Port as set forth in this Section shall be limited to
the extent of Concessionaire's negligence and that of Concessionaire's subtenants, licensees,
concessionaires, contractors, and any officers, agents, and employees of any such person, 
including Concessionaire's proportional share of costs, court costs, attorneys' fees, consultants'
fees and expenses incurred in connection with any claim, action or proceeding brought with
respect to such injury or damage. 
13.1.4 CONCESSIONAIRE  AND PORT AGREE AND ACKNOWLEDGE
THAT THIS PROVISION IS THE PRODUCT OF MUTUAL NEGOTIATION. 
Concessionaire's obligations under this Section 13.1 shall survive the expiration or earlier
termination of this Agreement. 
13.2   Insurance. 
13.2.1 Required Policies. Concessionaire shall obtain and keep in force, at its
sole cost and expense the following types of insurance, in the amounts specified and in the form
hereinafter provided for: 
13.2.1.1     General Liability Insurance. Concessionaire shall obtain
and keep in force a commercial general liability policy of insurance, written on ISO Form CG 00
01 10 01 (or equivalent), that protects Concessionaire and the Port, as an additional insured using
ISO Form 20 26 (either 11 85 or 07 04 revision) or equivalent, against claims for bodily injury,
personal injury and property damage based upon, involving or arising out of the tenancy, use,
occupancy or maintenance of the Premises and all areas appurtenant thereto, and specifically

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including the action/inaction of any subtenant, licensee or concessionaire. Such insurance shall
be on occurrence basis providing single limit coverage in an amount not less than two million
dollars ($2,000,000) per occurrence. The policy shall not contain any intra-insured exclusions as
between insured persons or organizations. The policy shall contain a minimum $100,000 sublimit
that covers damage to premises rented or leased to Concessionaire, including fire damage. 
This limit shall be identified on the Certificate of Insurance. The Port shall be submitted upon
Agreement inception, a copy of the additional insured endorsement, that validates the Port has
been added as an additional insured. Additional endorsements shall include one to validate the
Concessionaire's insurance is primary and non-contributory and a waiver of the transfer of the
rights of recovery. 
13.2.1.1.1 Concessionaire  shall  purchase  coverage  or  add
coverage by endorsement to the commercial general liability coverage policy for any operations
by Concessionaire in which liquor, beer, or wine, is sold, purchased, distributed, or served on the
Premises. Coverage shall be on a per occurrence bases with limits of not less than $2,000,000
per occurrence and cover liability as it relates to property injury and bodily injury. The Port of
Seattle shall be an additional insured on this policy or coverage enhancement. 
13.2.1.2     Automobile Liability Insurance. Concessionaire shall obtain
and keep in force a commercial automobile liability policy of insurance, written on ISO Form
CA 00 01 07 97 (or equivalent), that provides coverage for claims for bodily injury and property
damage based upon, involving or arising out of motor vehicle operations. Concessionaire shall
provide a Waiver of Subrogation on this policy in favor of the Port. Such insurance shall cover
any "Auto" (i.e. owned, hired and non-owned) and shall be on an occurrence basis providing
single limit coverage in an amount not less than one million dollars ($1,000,000) per occurrence. 
The policy shall not contain any intra-insured exclusions as between insured persons or
organizations. Driving on the non-movement side of the airfield at STIA will require limits of $5
Million per occurrence. 
13.2.1.3     Property Insurance. Concessionaire shall obtain and keep
in force property insurance using an ISO CP 10 20 Cause of Loss Broad Form (or an equivalent
manuscript form) insuring Concessionaire's personal property and Alterations (specifically
including "betterments and improvements") made by or for Concessionaire against physical
damage, including loss of use of the Premises. The policy shall include coverage for any
additional costs resulting from debris removal and reasonable amounts of coverage for the
enforcement of any ordinance or law regulating the reconstruction or replacement of damaged
property including any undamaged sections of the Premises required to be demolished or
removed by reason of the enforcement of any Legal Requirement as the result of a covered cause
of loss. The amount of such insurance shall be procured on a replacement cost basis (or the
commercially reasonable and available insurable value thereof if, by reason of the unique nature
or age of the improvements involved, such latter amount is less than full replacement cost). The
policy shall also contain an agreed valuation provision in lieu of any coinsurance clause. The
Port of Seattle shall be included as an Additional Insured and Loss Payee on Concessionaire's
property insurance policy with respect to the Port's interest in Alterations. 


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13.2.1.4     Other Insurance. Concessionaire shall further obtain and
keep in force such other and further insurance as the Port may from time to time reasonably
request for the protection by insurance of its interest in the Premises. 
The limits of insurance specified in this Section shall be subject to periodic adjustment to reflect
changes in insuring practices for similar properties in the same geographic area and changes in
insurance products. 
13.2.2 Insurance Policies. 
13.2.2.1     Insurance Companies. Insurance required hereunder shall
be in companies duly licensed to transact business in the State of Washington, and maintaining
during the policy term a General Policyholders Rating of 'A-' or better and a financial rating of
'IX' or better, as set forth in the most current issue of "Best's Insurance Guide." 
13.2.2.2     Deductibles. No insurance required herein shall contain a
deductible or self-insured retention in excess of $200,000 without the prior written consent of the
Port. 
13.2.2.3     Cancellation/Non-Renewal. Insurance is to remain current
throughout the term of the Agreement. The Port shall receive documentation annually to include
a certificate of insurance and any applicable endorsements to validate the insurance required
herein has been purchased and is compliant with the Agreement requirements within ten (10) 
days of each insurance renewal. Should any insurance required herein be terminated, cancelled,
or not renewed, the Concessionaire will have five (5) days to obtain replacement insurance from
the date of the termination, cancellation or non-renewal notice Concessionaire receives from
their insurer(s). In the event the insurance is not replaced within the five (5) days, the Agreement 
shall  notwithstanding any other notice period provided for  be in Default under SECTION 16 
and the Port shall have the right, under Section 19.5, to procure such insurance as the Port
considers reasonable to protect its interests without further notice to Concessionaire. 
13.2.2.4     Evidence of Insurance.  Concessionaire  shall deliver, or
cause to be delivered, to the Port, certificates of insurance, additional insured endorsements, loss
payee endorsements for property insurance, waivers of subrogation and any other documentation
or endorsement that provides evidence of the existence and amounts of such insurance, the
inclusion of the Port as an insured as required by this Agreement, and the amounts of all
deductibles and/or self insured retentions. Upon request by the Port, Concessionaire shall deliver
or cause to be delivered to the Port, certified copies of the policies of insurance that
Concessionaire has purchased in order for the Port to verify insurance coverage, limits, and
endorsements or view any exclusions to the Concessionaire's insurance policies. 
13.2.2.5     Subtenants. The Port may require all sub tenants, at
subtenant's sole cost and expense, to maintain additional insurance coverage, during the
subtenant's occupancy of the Premises, and Concessionaire shall cause to be delivered to the
Port, certificates which shall include but not be limited to the following: Worker's Compensation
as required by Washington State law, Comprehensive General Liability Insurance, Property
Insurance, Business Automobile Liability Insurance, Product and/or Liquor Liability Insurance. 

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13.2.2.6     No Limitation of Liability. The limits of insurance required
by this Agreement or as carried by Concessionaire shall not limit the liability of Concessionaire 
nor relieve Concessionaire of any obligation hereunder. 
13.3   Waiver of Subrogation.  Without affecting any other rights or remedies,
Concessionaire (for itself and on behalf of anyone claiming through or under it by way of
subrogation or otherwise) hereby waives any rights it may have against the Port, its officers,
agents and employees (whether in contract or in tort) on account of any loss or damage
occasioned to Concessionaire arising out of or incident to the perils required to be insured
against under this Agreement. Accordingly, Concessionaire shall cause each insurance policy
required by Section 13.2 to further contain a waiver of subrogation clause. The effect of such
release and waiver of the right to recover damages shall not be limited by the amount of
insurance carried or required, or by any deductibles applicable thereto. 
SECTION 14: DAMAGE OR DESTRUCTION 
14.1   Duty to Repair. If the Premises or any buildings or structures of which the
Premises are a part are damaged by fire, the elements, earthquake, accident or other casualty
(collectively, "Casualty"), the Port shall, except to the extent either party has the right to
terminate this Agreement under Section 14.2, use reasonable efforts to repair and restore the
Premises and/or the buildings or structures of which the Premises are a part to substantially their
former condition to the extent permitted by then-applicable Legal Requirements; provided,
however, the Port's obligation to repair and restore shall not extend to any Alterations or any of
Concessionaire's personal property, specifically including the Removable Fixtures. 
14.2   Right to Terminate. The Port may elect to terminate this Agreement in the event
that the Port, in its sole judgment, concludes that the damage to the Premises or any buildings or
structures of which the Premises are a part cannot be repaired within thirty (30) days of the
Casualty (with the repair work and the preparations therefor to be done during regular working
hours on regular work days). In the event that the Port elects to terminate this Agreement, the
Port shall advise Concessionaire of that fact within thirty (30) days of the date of the Casualty
and notify Concessionaire of the date, not more than ninety (90) days after the Casualty, on
which the Agreement will terminate. 
14.3   Abatement of Rent. Percentage Fees shall not abate. The Port shall not be liable to
Concessionaire for any loss of the use of the whole or any part of the Premises (including loss of
business) and/or any inconvenience or annoyance occasioned by the Casualty, by any damage
resulting from the Casualty, or by any repair, reconstruction or restoration. 
14.4   Concessionaire's Duty to Repair. Except to the extent the Port elects to terminate 
this Agreement under Section 14.2, Concessionaire shall, at is sole cost and expense, be
responsible for any and all repair or restoration of any Alterations or Removable Fixtures, which
repair or restoration may be necessary as a result of any casualty. 
14.5   Waiver. Except as specifically set forth in this Agreement, Concessionaire hereby
waives any right that Concessionaire may have, under any applicable existing or future law, to

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terminate this Agreement in the event of any damage to, or destruction of, the Premises or any
buildings or structures of which the Premises are a part. 
SECTION 15: ASSIGNMENT AND SUBLEASE 
15.1   Prohibition. Concessionaire shall not, in whole or in part, assign, sublet, license or
permit occupancy by any party other than Concessionaire of all or any part of the Premises,
without the prior written consent of the Port in each instance. Concessionaire shall at the time the
Concessionaire requests the consent of the Port, deliver to the Port such information in writing as
the Port may reasonably require respecting the proposed assignee, subtenant or licensee
including, without limitation, the name, address, nature of business, ownership, financial
responsibility and standing of such proposed assignee, subtenant or licensee together with the
proposed form of assignment, sublease or license. Within thirty (30) days after receipt of all
required information, the Port shall, in its sole discretion, elect one of the following: (i) to
consent to such proposed assignment, sublease or license, or (ii) disapprove the assignment,
sublease or license, setting forth the grounds for doing so. 
15.1.1 As a condition for the Port's consent to any assignment, sublease or
license, the Port may require that the assignee, sublessee or licensee remit directly to the Port on
a monthly basis, all monies due to Concessionaire by said assignee, sublessee or licensee (except
with respect to excess rentals otherwise due Concessionaire pursuant to Section 15.2). In
addition, a condition to the Port's consent to any assignment, sublease or license of this
Agreement or the Premises shall be the delivery to the Port of a true copy of the fully executed
instrument of assignment, sublease or license and an agreement executed by the assignee,
sublessee or licensee in form and substance satisfactory to the Port and expressly enforceable by
the Port, whereby the assignee, sublessee or licensee assumes and agrees to be bound by the
terms and provisions of this Agreement and perform all the obligations of Concessionaire 
hereunder. 
15.1.2 In the event of any assignment, Concessionaire  and each respective
assignor, waives notice of default by the tenant in possession in the payment and performance of
the Rent, covenants and conditions of this Agreement and consents that the Port may in each and
every instance deal with the tenant in possession, grant extensions of time, waive performance of
any of the terms, covenants and conditions of this Agreement and modify the same, and in
general deal with the tenant then in possession without notice to or consent of any assignor,
including Concessionaire; and any a nd all extensions of time, indulgences, dealings,
modifications or waivers shall be deemed to be made with the consent of Concessionaire and of
each respective assignor. 
15.1.3 Concessionaire agrees that any sublease or license will contain a provision
in substance that if there be any termination whatsoever of this Agreement, then the subtenant or
licensee, at the request of the Port, will attorn to the Port and the sublessee or licensee, if the Port
so requests, shall continue in effect with the Port, but the Port shall be bound to the subtenant or
licensee in such circumstances only by privity of estate. Nothing herein shall be deemed to
require the Port to accept such attornment. 

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15.1.4 No assignment, subletting or license by Concessionaire  shall relieve
Concessionaire of any obligation under this Agreement, including Concessionaire's obligation to
pay Rent or any other sum hereunder. Any purported assignment, subletting or license contrary
to the provisions hereof without consent shall be void. The consent by the Port to any assignment
or subletting shall not constitute a waiver of the necessity for such consent to any subsequent
assignment or subletting. 
15.1.5 Concessionaire shall reimburse the Port in the sum of Five Hundred
Dollars ($500.00) plus any reasonable professionals' fees and expenses incurred by the Port in
connection with any request by Concessionaire for consent to an assignment, subletting or
license. 
15.2   Excess Rental.  If in connection with any assignment, sublease or license,
Concessionaire receives rent or other monetary consideration, either initially or over the term of
the assignment or sublease, in excess of the Rent called for hereunder, or in case of the sublease
of a portion of the Premises, in excess of such Rent fairly allocable to such portion, after
appropriate adjustments to account for any improvements or alterations made by Concessionaire 
and to assure that all other payments called for hereunder and out-of-pocket expenditures,
operating costs or concessions incurred by Concessionaire in connection with such assignment,
sublease or license, are appropriately taken into account, Concessionaire shall pay to the Port
seventy-five percent (75%) of the excess of each such payment of rent or other consideration
received by Concessionaire after its receipt. 
15.3   Scope. The prohibition against assigning or subletting contained in this SECTION
15 shall be construed to include a prohibition against any assignment or subletting by operation
of law. Furthermore, for purposes of this SECTION 15, any sale, transfer or other disposition in
the aggregate of fifty percent (50%) or more of the equity ownership in Concessionaire (i.e.
stock with respect to tenant corporation, partnership interests with respect to a tenant partnership,
etc.) shall be deemed an assignment. If this Agreement be assigned, or if the underlying
beneficial interest of Concessionaire is transferred, or if the Premises or any part thereof be
sublet or occupied by anybody other than Concessionaire, the Port may collect Rent from the
assignee, subtenant or occupant and apply the net amount collected to the Rent herein reserved
and apportion any excess Rent so collected in accordance with the terms of Section 15.2, but no
such assignment, subletting, occupancy or collection shall be deemed a waiver of this covenant,
or the acceptance of the assignee, subtenant or occupant as tenant, or a release of Concessionaire 
from the further performance by Concessionaire of covenants on the part of Concessionaire 
herein contained. No assignment or subletting shall affect the continuing primary liability of
Concessionaire (which, following assignment, shall be joint and several with the assignee), and
Concessionaire shall not be released from performing any of the terms, covenants and conditions
of this Agreement. 
SECTION 16: DEFAULT 
16.1   Defaults. The occurrence of any one or more of the following events constitutes a
default of this Agreement by Concessionaire with or without notice from the Port: 
16.1.1 The vacating or abandonment of the Premises by Concessionaire. 

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16.1.2 The failure by Concessionaire to make any payment of Rent, or any other
payment required by this Agreement, when due. 
16.1.3 The failure by Concessionaire  to observe or perform any covenant,
condition, or agreement to be observed or performed by Concessionaire in this Agreement. 
16.1.4 The discovery by the Port that any required report, financial statement or
background statement provided to the Port by Concessionaire, any successor, grantee, or
assignee was materially false. 
16.1.5 The filing by Concessionaire of a petition in bankruptcy, Concessionaire 
being adjudged bankrupt or insolvent by any court, a receiver of the property of Concessionaire 
being appointed in any proceeding brought by or against Concessionaire, Concessionaire making
an assignment for the benefit of creditors, or any proceeding being commenced to foreclose any
mortgage or other lien on Concessionaire's interest in the Premises or on any personal property
kept or maintained on the Premises by Concessionaire. 
16.2   Remedies. 
16.2.1 Whenever any default (other than a default under Section 16.1.5 above,
upon which termination of this Agreement shall, at the Port's option, be effective immediately
without further notice) continues un-remedied, in whole or in part, for: (i) ten (10) days after
written notice is provided by the Port to Concessionaire in the case of default for failure to pay
any Rent, or other required payment when due, or (ii) thirty (30) days after written notice is
provided by the Port to Concessionaire for any non-monetary default, this Agreement and all of
Concessionaire's rights under it will automatically terminate if the written notice of default so
provides. Upon termination, the Port may reenter the Premises using such force as may be
necessary and remove all persons and property from the Premises. The Port will be entitled to
recover from Concessionaire all unpaid Rent or other payments and damages incurred because of
Concessionaire's default including, but not limited to, the costs of re-letting, including tenant
improvements, necessary renovations or repairs, advertising, leasing commissions, and
attorney's fees and costs ("Termination Damages"), together with interest on all Termination
Damages at the Default Rates from the date such Termination Damages are incurred by the Port
until paid. 
16.2.2 In addition to Termination Damages, and notwithstanding termination and
reentry, Concessionaire's liability for all Rent or other charges which, but for termination of the
Agreement, would have become due over the remainder of the Agreement term ("Future
Charges") will not be extinguished and Concessionaire agrees that the Port will be entitled, upon
termination for default, to collect as additional damages, a Rental Deficiency.  "Rental 
Deficiency" means, at the Port's election, either: 
16.2.2.1     An amount equal to Future Charges, less the amount of
actual rent and concession fees, if any, which the Port receives during the remainder of the
Agreement term from others to whom the Premises may be rented, in which case such Rental
Deficiency will be computed and payable at the Port's option either: 

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16.2.2.1.1 In an accelerated lump-sum payment  discounted to
present value; or 
16.2.2.1.2 In monthly installments, in advance, on the first day of
each calendar month following termination of the Agreement and continuing until the date on
which the Agreement term would have expired but for such termination, and any suit or action
brought to collect any portion of Rental Deficiency attributable to any particular month or
months, shall not in any manner prejudice the Port's right to collect any portion of Rental
Deficiency by a similar proceeding; or 
16.2.2.2     An amount equal to Future Charges less the aggregate fair
rental value of the Premises over the remaining Agreement term, reduced to present worth. In
this case, the Rental Deficiency must be paid to the Port in one lump sum, on demand, and will
bear interest at the Default Rate until paid. For purposes of this subparagraph, "present worth" is
computed by applying a discount rate equal to one percentage point above the discount rate then
in effect at the Federal Reserve Bank in, or closest to, Seattle, Washington. 
16.2.3 If this Agreement is terminated for default as provided in this Agreement,
the Port shall use reasonable efforts to re-let the Premises in whole or in part, alone or together
with other premises, for such term or terms (which may be greater or less than the period which
otherwise would have constituted the balance of the Agreement term), for such use or uses and,
otherwise on such terms and conditions as the Port, in its sole discretion, may determine, but the
Port will not be liable for, nor will Concessionaire's obligations under this Agreement be
diminished by reason for any failure by the Port to re-let the Premises or any failures by the Port
to collect any rent due upon such re-letting. 
16.2.4 In addition to the rights granted by Section 7.3, if upon any reentry
permitted under this Agreement, there remains any personal property upon the Premises, the
Port, in its sole discretion, may remove and store the personal property for the account and at the
expense of Concessionaire. In the event the Port chooses to remove and store such property, it
shall take reasonable steps to notify Concessionaire of the Port's action. All risks associated with
removal and storage shall be on Concessionaire. Concessionaire shall reimburse the Port for all
expenses incurred in connection with removal and storage as a condition to regaining possession
of the personal property. The Port has the right to sell any property that has been stored for a
period of thirty (30) days or more, unless Concessionaire has tendered reimbursement to the Port
for all expenses incurred in removal and storage. The proceeds of sale will be applied first to the
costs of sale (including reasonable attorneys' fees), second to the payment of storage charges,
and third to the payment of any other amounts which may then be due and owing from
Concessionaire  to the Port.  The balance of sale proceeds, if any, will then be paid to
Concessionaire. 
16.3   Liquidated Damages. This Agreement provides for the imposition of liquidated
damages in a variety of circumstances, specifically include the schedule of liquated damages set
forth on Exhibit E. The following provisions shall apply to any such amounts. 
16.3.1 Reasonable Forecast of Harm to Port. Concessionaire's failure to adhere to
the Agreement (specifically including any requirement imposed by any Exhibit) is reasonably

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anticipated to result in inconvenience to the public, adverse effects on the overall business of the
Airport, a reduction in the amount of Rent to be paid to the Port, and a significant expenditure of
Port resources to address the failure. The parties agree that the damages sustained by the Port for
violations of the provisions of the Agreement and these Operating Standards will be difficult to
determine and track. Therefore, the parties hereto agree that the amounts set forth in the
Agreement and its exhibits are reasonable estimates of the damages anticipated to be suffered or
incurred by the Port. 
16.3.2 Notice and Opportunity to Cure. The Port may assess liquidated damages
immediately, and without opportunity to cure, for the Delay Damages and for violations
pertaining to (i) minimum hours of operation, (ii) failure to remove a product deemed
objectionable by the Port within the time provided for removal, (iii) fire safety, (iv) health and
human safety, and (v) for any other violation if the Port has previously provided Concessionaire
notice of such violation two or more times in the past twelve months (whether or not liquidated
damages were actually imposed). For any other violation, the Port will not assess liquidated
damages unless the violation continues for more than three (3) days following written notice
thereof. If the violation is such that it cannot reasonably be corrected within three days, the Port
will refrain from imposing liquidated damages so long as Concessionaire shall, within the three
days, commence the correction, identify the timeframe reasonably necessary to complete the
correction and, thereafter, diligently proceed to complete the correction within the stated
timeframe. 
16.3.3 Failure to Cure. The failure to promptly address or cure any violation for
which liquidated damages are payable may, itself, also be cause for continued assessment of
liquidated damages. 
16.3.4 Payment. Concessionaire shall pay all liquidated damages within thirty
(30) days of the imposition thereof. The failure to pay liquidated damages shall represent a
separate default under this Agreement. 
16.3.5 No Waiver; No Obligation. The Port's failure to impose sanctions for any
violation shall not waive any right, or prohibit the Port from doing so for subsequent violations.
The Port shall have no obligation, whether to Concessionaire or any third party, to impose fines
on or otherwise take action against any party at the Airport for violation of the Agreement or any
Operating Standards. 
16.3.6 Other Fines. Other fines and liquidated damages amounts may be set forth
in the Port Standards, and nothing in this Agreement is intended to limit the ability of the Port to
impose those fines and amounts as specifically provided by the Port Standards. 
16.4   Remedies Cumulative. All rights, options and remedies of the Port contained in
this Agreement shall be construed and held to be distinct, separate and cumulative, and no one of
them shall be exclusive of the other, and the Port shall have the right to pursue any one or all of
such remedies or any other remedy or relief which may be provided by law or in equity, whether
or not stated in this Agreement. Furthermore, payment of any liquidated damages amount shall
not relieve Concessionaire of its responsibility for physical damage, personal injury, or any other
harm caused by Concessionaire, its employees, agents, contractors, tenants and licensees.

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Nothing herein shall preclude Concessionaire from assessing a subtenant or other licensee for
any fines imposed with respect to that subtenant's or licensee's unit. 
SECTION 17: RELOCATION OR TERMINATION OTHER THAN FOR DEFAULT 
17.1   Airport Operational Needs. If at any time the Port determines that the Premises
(or any portion thereof) are necessary for the operation, safety, security or convenience of the
Airport, the Port may require Concessionaire  to close, reduce or relocate (to a location
designated by the Port) the Premises, or any discrete portion thereof. In such event, the Port shall
provide Concessionaire at least sixty (60) days advance written notice. Concessionaire shall have
the right to accept or reject any proposed reduction or relocation of the Premises. If accepted, the
Port and Concessionaire shall negotiate, in good faith, for the payment of any costs associated
with such change. If Concessionaire rejects the reduction/relocation, or if the parties are unable
to reach agreement regarding the payment of costs associated with such change, the Port may, at
the Port's election, terminate this Agreement as to the particular portion(s). If Concessionaire is
not in default under any of the provisions of this Agreement on the effective date of termination,
the Port shall refund any Rent prepaid by Concessionaire, to the extent allocable to the
terminated portion and  any period subsequent to the effective date of the termination.
Concessionaire shall not be entitled to any compensation at termination for the bargain value of
the leasehold or any relocation expenses. 
17.2   Condemnation. In the event that any federal, state or local government or any
agency or instrumentality thereof shall, by condemnation or otherwise, take title, possession or
the right to possession of the Premises or any part thereof, the Port may, at its option, terminate
this Agreement as of the date of such taking, and if Concessionaire is not in default under any of
the provisions of this Agreement on the effective date of termination, the Port shall refund any
Rent prepaid by Concessionaire, to the extent allocable to any period subsequent to the effective
date of the termination. Concessionaire shall not be entitled to any compensation at termination
for the bargain value of the leasehold, any compensation paid in the event of a taking, or any
relocation expenses, except to the extent such relocation expenses may specifically be awarded
to Concessionaire as part of any condemnation proceeding. 
17.3   Court Decree. In the event that any court having jurisdiction in the matter shall
render a decision which has become final and which will prevent the performance by the Port of
any of its obligations under this Agreement, then either party hereto may terminate this
Agreement by written notice, and all rights and obligations hereunder (with the exception of any
undischarged rights and obligations that accrued prior to the effective date of termination) shall
thereupon terminate. If Concessionaire is not in default under any of the provisions of this
Agreement on the effective date of termination, the Port shall refund any Rent prepaid by
Concessionaire, to the extent allocable to any period subsequent to the effective date of the
termination. Concessionaire shall not be entitled to any compensation at termination for the
bargain value of the leasehold or any relocation expenses. 
SECTION 18: ACCESS; EASEMENTS 
18.1   Access to Premises. The Port may, at any time, enter upon the Premises or any
part thereof to ascertain the condition of the Premises or whether Concessionaire is observing

- 33 -

and performing the obligations assumed by it under this Agreement, all without hindrance or
molestation from the Concessionaire. The Port shall also have the right to enter upon the
Premises for the purpose of making or performing any necessary maintenance and repair work,
for providing pest control services, for performing any work that may be necessary by reason of
Concessionaire's failure to make any such repairs or perform any such work, or for any other
reasonable purpose. The above-mentioned rights of entry shall be exercisable upon request made
on reasonable advance notice to Concessionaire (except that no notice shall be required in the
event of an emergency) or an authorized employee of Concessionaire at the Premises, which
notice may be given orally. 
18.2   Easements.  The Port hereby reserves such continuous access and utilities
easements within or upon the Premises, as may in the opinion of the Port from time to time be
desirable for the purpose of enabling it to exercise any right or reservation or to perform any
obligation contained in this Agreement or in connection with the Port's ownership or operation
of the Airport.  If the Port exercises this reservation of easement in any manner which
substantially and negatively impacts Concessionaire, the Port agrees to negotiate an equitable
adjustment in the Rent, or to bear reasonable costs of any permanent modifications to the
Premises necessary to permit Concessionaire to continue to operate its business. In no event,
however, shall the Port be responsible for any reduced efficiency or loss of business occasioned
thereby. 
SECTION 19: NONWAIVER; RIGHT TO PERFORM 
19.1   Receipt of Monies Following Termination. No receipt of monies by the Port from
Concessionaire after the termination or cancellation of this Agreement in any lawful manner
shall (i) reinstate, continue or extend the term of this Agreement; (ii) affect any notice theretofore
given to Concessionaire; (iii) operate as a waiver of the rights of the Port to enforce the payment
of any Rent and fees then due or thereafter falling due; or (iv) operate as a waiver of the right of
the Port to recover possession of the Premises by proper suit, action, proceeding or remedy; it
being agreed that after the service of notice to terminate or cancel this Agreement, or after the
commencement of suit, action or summary proceedings, or any other remedy, or after a final
order or judgment for the possession of the Premises, the Port may demand, receive and collect
any monies due, or thereafter falling due, without in any manner affecting such notice,
proceeding, suit, action or judgment; and any and all such monies collected shall be deemed to
be payments on account of the use and occupation and/or Concessionaire's liability hereunder. 
19.2   No Waiver of Breach. The failure of the Port to insist in any one or more
instances, upon a strict performance of any of the covenants of this Agreement, or to exercise
any option herein contained, shall not be construed as a waiver of or relinquishment for the
future of the performance of such covenant, or the right to exercise such option, but the same
shall continue and remain in full force and effect. The receipt by the Port of the Rent or fees,
with knowledge of the breach of any covenant hereof, shall not be deemed a waiver of such
breach, and no waiver by the Port of any provision hereof shall be deemed to have been made
unless expressed in writing and signed by the Port. The consent or approval of the Port to or of
any act by Concessionaire requiring the Port's consent or approval shall not be deemed to waive
or render unnecessary the Port's consent or approval to or of any subsequent similar acts by
Concessionaire. 

- 34 -

19.3   No Waiver of Rent. The receipt by the Port of any installment of Rent or of any
amount shall not be a waiver of any Rent or other amount then due. 
19.4   Application of Payments. The Port shall have the right to apply any payments
made by Concessionaire to the satisfaction of any debt or obligation of Concessionaire to the
Port, in the Port's sole discretion and regardless of the instructions of Concessionaire as to
application of any such sum, whether such instructions be endorsed upon Concessionaire's check
or otherwise, unless otherwise agreed upon by both parties in writing. The acceptance by the Port
of a check or checks drawn by others than Concessionaire  shall in no way affect
Concessionaire's liability hereunder nor shall it be deemed an approval of any assignment of this
Agreement or subletting by Concessionaire. 
19.5   Port's Right to Perform. Upon Concessionaire's failure to perform any obligation
or make any payment required of Concessionaire hereunder, the Port shall have the right (but not
the obligation) to perform such obligation of Concessionaire on behalf of Concessionaire and/or
to make payment on behalf of Concessionaire to such parties. Concessionaire shall reimburse the
Port the reasonable cost of the Port's performing such obligation on Concessionaire's behalf,
including reimbursement of any amounts that may be expended by the Port, plus interest at the
Default Rate. 
SECTION 20: SURRENDER AND HOLDING OVER 
20.1   Surrender.  At the expiration or sooner termination of this Agreement,
Concessionaire shall promptly surrender possession of the Premises to the Port broom-clean, in
their improved condition, wear and tear consistent with Section 8.2 excepted, remove all its
Removable Fixtures and other property, and shall deliver to the Port all keys that it may have to
any and all parts of the Premises. If the Premises are not surrendered as provided in this Section,
Concessionaire shall indemnify and hold the Port harmless against loss or liability resulting from
the delay by Concessionaire in so surrendering the Premises, including, without limitation, any
claims made by any succeeding occupant founded on such delay. 
20.2   Holding Over. 
20.2.1 If Concessionaire, with the written consent of the Port, holds over after the
expiration or sooner termination of this Agreement, the resulting tenancy will, unless otherwise
mutually agreed, be for an indefinite period of time on a month-to-month basis. Any holding
over by Concessionaire after the expiration or earlier termination of the Agreement with the
express, written consent of the Port shall not, in any manner, constitute a renewal or extension of
the Agreement or give Concessionaire any rights in or to the Premises. 
20.2.2 During such month-to-month tenancy, Concessionaire  shall, unless
otherwise mutually agreed, pay to the Port the same Rent that was in effect immediately prior to
the month-to-month tenancy. Concessionaire will continue to be bound by all of the additional
provisions of this Agreement insofar as they may be pertinent. 


- 35 -

SECTION 21: ENVIRONMENTAL STANDARDS 
21.1   Definitions. "Law or Regulation" as used herein shall mean any environmentally
related local, state or federal law, regulation, ordinance or order (including without limitation any
final order of any court of competent jurisdiction), now or hereafter in effect. "Hazardous
Substances" as used herein shall mean any substance or material defined or designated as a
hazardous waste, toxic substance, or other pollutant or contaminant, by any Law or Regulation. 
21.2   Hazardous Substances. Concessionaire shall not allow the presence in or about the
Premises of any Hazardous Substance in any manner that could be a detriment to the Premises or
in violation of any Law or Regulation. Prior to vacation of the Premises, in addition to all other
requirements under this Agreement, Concessionaire shall remove any Hazardous Substances
placed on the Premises during the term of this Agreement or Concessionaire's possession of the
Premises, and shall demonstrate such removal to the Port's satisfaction. This removal and
demonstration shall be a condition precedent to the Port's payment of any Security to
Concessionaire upon termination or expiration of this Agreement. 
21.3   Environmental Indemnity. In addition to all other indemnities provided in this
Agreement, Concessionaire agrees to defend, indemnify and hold the Port free and harmless
from any and all claims, causes of action, regulatory demands, liabilities, fines, penalties, losses,
and expenses, including without limitation cleanup or other remedial costs (and including
attorneys' fees, costs and all other reasonable litigation expenses when incurred and whether
incurred in defense of actual litigation or in reasonable anticipation of litigation), arising from
the existence or discovery of any Hazardous Substance on the Premises, or the migration of any
Hazardous Substance from the Premises to other properties or into the surrounding environment,
whether (1) made, commenced or incurred during the term of this Agreement, or (2) made,
commenced or incurred after the expiration or termination of this Agreement if arising out of
events occurring during the term of this Agreement. 
SECTION 22: ACDBE REQUIREMENTS; NON-DISCRIMINATION 
22.1   Airport Concessions Disadvantaged Business Enterprises. 
22.1.1 It is the policy of the Port to support participation of ACDBEs, as defined
in 49 CFR, Part 23, in concession activities at the Airport. To the extent Concessionaire is
required to operate the Premise, or a portion thereof, as or through an ACDBE, Concessionaire 
agrees to submit to the Port, upon execution of this Agreement, certification from the State of
Washington that Concessionaire is a certified ACDBE. Likewise, at all times during the term of
this Agreement, Concessionaire shall be and remain certified as an ACDBE in accordance with
all applicable federal, state and local laws, rules and regulations and shall timely file any and all
applications, together with all supporting documentation, necessary to maintain such
certification. In the event that Concessionaire is certified as an ACDBE and that certification is
necessary to satisfy the requirements of this Section, prior to any change in ownership, control or
organization of Concessionaire, Concessionaire shall (in addition to any requirements that may
be imposed by Section 15.1) similarly obtain ACDBE certification for Concessionaire as so
changed and provide the Port with proof of the same. If Concessionaire shall at any time cease to
be so certified, the Port may, at its sole option, terminate this lease on not less than ninety (90)

- 36 -

days advance written notice to Concessionaire. In the event the Concessionaire satisfies the
requirements of this Section through a subtenant, joint venture partner, or contractor, the same
requirements shall apply with respect to such subtenant, joint venture partner, or contractor,
specifically including the potential consequences as to the loss of certification. 
22.1.2 It is the policy of the Port to ensure that Airport Concessions
Disadvantaged Business Enterprises (ACDBEs) as defined in the Department of Transportation
(DOT), 49 CFR Part 23, and other small businesses have an equal opportunity to receive and
participate in DOT-assisted contracts.  The Port encourages Concessionaire  to make every
reasonable effort to maximize the contracting opportunities for ACDBEs and other small
businesses in the architectural, engineering and construction of the Premises, and in the 
procurement of goods and services necessary for the operation of the concession at this Airport. 
22.1.3 Concessionaire shall submit quarterly ACDBE participation reports to the
Port starting on the first day of the second month after the commencement of this Agreement. 
Concessionaire shall submit such reports as may be required by the Port, for the purpose of
demonstrating compliance with 49 CFR Part 23. 
22.2   Nondiscrimination. This Agreement is subject to the requirements of Title VI of
the Civil Rights Act of 1964 and the U.S. Department of Transportation's regulations, 49 CFR
Part 21 and Part 23. Concessionaire agrees that it will not discriminate against any business
owner because of the owner's race, creed, color, national origin, sex, age , or disability in
connection with the award or performance of any concession agreement, management contract,
subcontract, purchase or lease agreement or other agreement covered by 49 CFR Part 21 or Part
23. Furthermore, during the performance of this Agreement,  Concessionaire, for itself, its
assignees, and successors in interest (for purposes of this Section and its referenced exhibits
only, "contractor") agrees to both (i) comply with the covenants set forth on Exhibit E and (ii)
comply with the non-discrimination statutes and authorities set forth on Exhibit F. 
SECTION 23: MISCELLANEOUS 
23.1   Notice. All notices hereunder shall be in writing and shall be delivered personally,
by certified or registered mail, or by recognized overnight courier. For any notice directed to the
Port, the address shall be as follows: 
Street Address:                       Mailing Address: 
Port of Seattle                         Port of Seattle 
Seattle-Tacoma International Airport        Seattle-Tacoma International Airport 
17801 International Blvd.                P. O. Box 68727 
Seattle, WA 98158                   Seattle, WA 98168 
Attn: Gen. Manager, Business Development   Attn: Gen. Manager, Business Development 
For payments only, the mailing address set forth in the Key Lease Terms should be used. 
For any notice directed to Concessionaire, the address shall be as set forth in the Key Lease
Terms. Either party may, however, designate a different address from time to time by providing

- 37 -

written notice thereof. Notices shall be deemed delivered (i) when personally delivered; (ii) on
the third day after mailing when sent by certified or registered mail and the postmark affixed by
the United States Postal Service shall be conclusive evidence of the date of mailing; or (iii) on
the first business day after deposit with a recognized overnight courier if deposited in time to
permit overnight delivery by such courier as determined by its posted cutoff times for receipt of
items for overnight delivery to the recipient. Payments may be made in the manner provided for
notice or may be delivered by regular mail (postage prepaid); provided, payments made by
regular mail (postage prepaid) shall be deemed delivered when actually received by the Port. 
23.2   Brokers. The Port and Concessionaire each warrant to the other that it has had no
discussions, negotiations and/or other dealings with any real estate broker or agent and that it
knows of no other real estate broker or agent who is or may be entitled to any commission or
finder's fee in connection with this Agreement. The Port and Concessionaire each agree to
indemnify and hold the other harmless from and against any and all claims, demands, losses,
liabilities, lawsuits, judgments, costs and expenses (including without limitation, attorneys' fees
and costs) with respect to any leasing commission or equivalent compensation alleged to be
owing on account of such party's discussions, negotiations and/or dealings with any real estate
broker. No commission(s) or finder's fee(s) shall be paid to Concessionaire, employee(s) of
Concessionaire or any unlicensed representative of Concessionaire. 
23.3   Force Majeure. In the event that either party hereto shall be delayed or hindered in
or prevented from the performance of any act required hereunder by reason of strikes, lockouts,
inability to procure labor or materials, failure of power, restrictive governmental laws or
regulations, riots, insurrection, war, fire or other casualty or other reason of a similar or
dissimilar nature beyond the reasonable control of the party, delayed in performing work, or
doing acts required under the terms of this Agreement, then performance of such act shall be
excused for the period of the delay and the period for the performance of any such act shall be
extended for a period equivalent to the period of such delay. Delays or failures to perform
resulting from lack of funds shall not be deemed delays beyond the reasonable control of a party;
and the provisions of this Section shall not operate to excuse Concessionaire from the prompt
payment of Rent as required by this Agreement and shall not extend the term of this Agreement. 
23.4   Labor Disputes. Concessionaire agrees to use its best efforts to avoid disruption to
the Port, its tenants or members of the public, arising from labor disputes involving
Concessionaire, and in the event of a strike, picketing, demonstration or other labor difficulty
involving Concessionaire, to use its good offices, including the utilization of available legal
remedies, to minimize and/or eliminate any disruption to the Port, its tenants or members of the
public, arising from such strike, picketing, demonstration or other labor difficulty. 
23.5   Consent. Whenever the Port's prior consent or approval is required by this
Agreement, the same shall not be unreasonably delayed but may, unless otherwise specifically
provided by this Agreement, be granted or denied in the Port's sole and absolute discretion. 
23.6   Wireless Devices. Concessionaire shall not install any wireless devices and/or
transmitters on or about the Premises without the prior written consent of the Port and subject to
any and all conditions in such consent. Concessionaire specifically grants to the Port the power
to regulate and control the use of unlicensed frequency bands (including, but not limited to, FCC

- 38 -

Part 15 Subpart C, FCC Part 15 Subpart D (both asynchronous and Isochronous), IEEE 802.11
and BlueTooth (ISM), and FCC UNII 1 and UNII 2 (IEEE 802.11a)) on or about the Premises. 
23.7   Mandatory Programs. Concessionaire understands that, from time to time, the
Port may institute certain programs that the Port believes, in its sole judgment, will be in the best
interests of the Airport and its tenants. Such programs shall include, but not be limited to, trash
recycling, composting, concession use of durable table ware or compostable/recyclable to-go
service ware, commuter trip reduction, and Aircraft Operations Area (AOA) Clean Surface
Program for FOD (Foreign Object Debris). Concessionaire agrees to promptly comply with and
carry out any and all obligations issued by the Port under such programs, as the same may exist
from time to time. 
23.8   Relationship to the Port and Concessionaire. Nothing contained herein shall be
deemed or construed as creating the relationship of principal and agent, partnership, or joint
venture partners, and no provision contained in this Agreement nor any acts of Concessionaire 
and the Port shall be deemed to create any relationship other than that of landlord and tenant. 
23.9   Time.  Time is of the essence of each and every one of Concessionaire's
obligations, responsibilities and covenants under this Agreement. 
23.10  Recording. Concessionaire shall not record this Agreement or any memorandum
thereof without the Port's prior written consent. 
23.11  Joint and Several Liability. Each and every party who signs this Agreement, other
than in a representative capacity, as Concessionaire, shall be jointly and severally liable
hereunder. It is understood and agreed that for convenience the word "Concessionaire" and verbs
and pronouns in the singular number and neuter gender are uniformly used throughout this
Agreement, regardless of the number, gender or fact of incorporation of the party who is, or of
the parties who are, the actual lessee or lessees under this agreement. 
23.12  Captions. The captions in this Agreement are for convenience only and do not in
any way limit or amplify the provisions of this Agreement. 
23.13  Governing Law; Venue. This Agreement shall be construed under the laws of
Washington. Exclusive jurisdiction and venue for any action relating hereto shall be in the state
or federal courts located in King County, Washington. 
23.14  Attorneys' Fees. In the event that either party shall be required to bring any action
to enforce any of the provisions of this Agreement, or shall be required to defend any action
brought by the other party with respect to this Agreement, and in the further event that one party
shall substantially prevail in such action, the losing party shall, in addition to all other payments
required therein, pay all of the prevailing party's actual costs in connection with such action,
including such sums as the court or courts may adjudge reasonable as attorneys' fees in the trial
court and in any appellate courts. For purposes of calculating attorneys' fees, legal services
rendered on behalf of the Port by public attorneys shall be computed at hourly rates charged by
attorneys of comparable experience in private practice in Seattle, Washington. 

- 39 -

23.15  Invalidity of Particular Provisions. If any term or provision of this Agreement or
the application thereof to any person or circumstance shall, to any extent, be invalid or
enforceable, the remainder of this Agreement or the application of such term or provision to
persons or circumstances other than those as to which it is held invalid or unenforceable shall not
be affected thereby and shall continue in full force and effect. 
23.16  Survival of Indemnities. All indemnities provided in this Agreement shall survive
the expiration or any earlier termination of this Agreement. In any litigation or proceeding within
the scope of any indemnity provided in this Agreement, Concessionaire shall, at the Port's
option, defend the Port at Concessionaire's expense by counsel satisfactory to the Port. 
23.17  Entire Agreement; Amendments. This Agreement, together with any and all
exhibits attached hereto, shall constitute the whole agreement between the parties. There are no
terms, obligations, covenants or conditions other than those contained herein. No modification or
amendment of this agreement shall be valid or effective unless evidenced by an agreement in
writing signed by both parties. 
23.18  Exhibits. The exhibits identified in the Key Lease Terms are attached to this
Agreement after the signatures and by this reference incorporated herein. 
SECTION 24: SIGNATURES 
IN WITNESS WHEREOF the parties hereto have signed this Agreement as of the day
and year first above written. 
PORT OF SEATTLE 

By:                                By: 
Its:                                            Its: 







- 40 -

SECTION 25: ACKNOWLEDGMENTS 

ACKNOWLEDGMENT FOR CONCESSIONAIRE 
STATE OF ___________________ ) 
) ss. 
COUNTY OF _________________ ) 
On this _______ day of  ____________________ 20___ , before me, personally appeared
____________________________________ to   me   know   n   to   be   the
____________________________________ of  ____________________________________,  a
____________________________________ corporation, the corporation that executed the foregoing
instrument, and acknowledged said instrument to be the free and voluntary act and deed of said
corporation, for the uses and purposes therein mentioned, and on oath stated that he/she was duly
authorized to execute the same. 
IN WITNESS WHEREOF I have hereunto set my hand and affixed my official seal the day and year first
above written. 

Notary Public in and for the State of 
Residing at: 
My commission expires: 

ACKNOWLEDGMENT FOR THE PORT 

STATE OF WASHINGTON   ) 
) ss. 
COUNTY OF KING       ) 
On this _______ day of ____________________  20___, before me, personally  appeared
____________________________________ to   me   known   to   be   the
____________________________________ of the PORT OF SEATTLE, a Washington municipal
corporation, the corporation that executed the foregoing instrument, and acknowledged said instrument to
be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned,
and on oath stated that he/she was duly authorized to execute the same. 
IN WITNESS WHEREOF I have hereunto set my hand and affixed my official seal the day and year first
above written. 

Notary Public in and for the State of 
Residing at: 
My commission expires: 

- 41 -

EXHIBIT A 
Legal Description  

Main Terminal 
THE WEST 2125 FEET OF THE EAST 3300 FEET OF THE NORTH 1850 FEET ALONG 
WITH THE NORTH 700 FEET OF THE WEST 600 FEET OF THE EAST 1775 FEET OF
SECTION 33 AND THE WEST 2125 FEET OF THE EAST 3300 FEET OF THE SOUTH 675
FEET OF SECTION 28, ALL IN TOWNSHIP 23 NORTH, RANGE 4 EAST W.M., KING
COUNTY, WASHINGTON. 
North Satellite 
THE NORTH 900 FEET OF THE SOUTH 1500 FEET OF THE EAST 400 FEET OF THE
SOUTHWEST QUARTER AND THE NORTH 1550 FEET OF THE WEST 600 FEET OF
THE SOUTHEAST QUARTER, ALL IN SECTION 28, TOWNSHIP 23 NORTH, RANGE 4
EAST W.M., KING COUNTY, WASHINGTON. 
South Satellite 
THE NORTH 200 FEET OF THE WEST 900 FEET OF THE SOUTHEAST QUARTER; THE
NORTH 200 FEET OF THE EAST 250 FEET OF THE SOUTHWEST QUARTER; THE
SOUTH 800 FEET OF THE WEST 900 FEET OF THE EAST 250 FEET OF THE
NORTHWEST QUARTER, ALL IN TOWNSHIP 23 NORTH, RANGE 4 EAST W.M., KING
COUNTY, WASHINGTON. 








A-1

EXHIBIT B 
Premises  

















B-1

EXHIBIT C 
Operating Standards  


















C-1

EXHIBIT C 
Operating Standards  



Operating Standards for Concessionaires 
at 
Seattle-Tacoma International Airport

Table of Contents 
1.    DEFINITIONS & ACRONYMS ........................................................................................... 4 
2.    GENERAL OVERVIEW ....................................................................................................... 4 
3.    FIRST CLASS STANDARDS .............................................................................................. 4 
3.1 On-Site Manager ............................................................................................................. 5 
3.2 Cleanliness ...................................................................................................................... 5 
3.3 Condition......................................................................................................................... 6 
3.4 Functionality ................................................................................................................... 7 
3.5 Products........................................................................................................................... 8 
4.    CUSTOMER SERVICE STANDARDS ............................................................................... 9 
4.1 Employee Customer Service Standards ........................................................................ 10 
4.2 Customer Service Training ........................................................................................... 11 
4.3 Lost and Found ............................................................................................................. 11 
5.    QUALITY ASSURANCE PROGRAM .............................................................................. 11 
5.1 Reports and Rating System ........................................................................................... 11 
5.2 Comments and Complaints ........................................................................................... 12 
6.    HOURS OF OPERATION .................................................................................................. 13 
6.1 Hours of Operations ...................................................................................................... 13 
6.2 Holiday Reduced Hours ................................................................................................ 13 
7.    DELIVERIES AND DISTRIBUTION ................................................................................ 13 
7.1 Delivery Schedule ......................................................................................................... 13 
7.2 Delivery Standards ........................................................................................................ 14 
8.    STORAGE ........................................................................................................................... 15 
9.    SIGNAGE ............................................................................................................................ 15 
9.1 Unit Signage.................................................................................................................. 15 
9.2 Advertising and Promotional Signage .......................................................................... 16 
10.  PROMOTIONAL EVENTS AND PROHIBITED ACTIVITIES ....................................... 16 
11.  USE OF STANCHIONS...................................................................................................... 17 
12.  ENVIRONMENTAL AND WASTE REMOVAL .............................................................. 17 
12.1  Trash ......................................................................................................................... 17 
12.2  Recycling .................................................................................................................. 18 
12.3  Composting ............................................................................................................... 18 
12.4  Waste Collection and Signage .................................................................................. 18 
12.5  Used Cooking Oil (UCO) ......................................................................................... 18 
12.6  Hazardous Materials/Waste ...................................................................................... 18 
12.7  Training ..................................................................................................................... 19 
12.8  Environmental Programs .......................................................................................... 19 
13.  REPAIRS AND MAINTENANCE ..................................................................................... 19 
14.  PEST CONTROL ................................................................................................................ 19 
15.  SAFETY AND SECURITY ................................................................................................ 20 
15.1  Secured Units ............................................................................................................ 20 

C-2

15.2  Prohibited Items Log................................................................................................. 20 
15.3  Construction/Repairs................................................................................................. 20 
15.3.1   Construction/Repairs Safety ................................................................................. 21 
15.3.2   Construction/Repairs Security .............................................................................. 21 
16.  INFORMATION SYSTEMS AND TELECOMUNICATIONS ........................................ 22 
17.  EMPLOYEE SERVICES .................................................................................................... 22 
17.1  ID Badges.................................................................................................................. 22 
17.2  Parking ...................................................................................................................... 22 















C-3

1.  DEFINITIONS & ACRONYMS 
"ACC" is short for the Airport Communications Center 
"ADA" is short for the Americans with Disabilities Act 
"ADM" is short for an Airport Duty Manager 
"ADR" is short for Airport Dining and Retail 
Agreement means and refers to the Lease and Concession Agreement. 
"Airport" means the Seattle-Tacoma International Airport, which is owned and operated
by the Port of Seattle (the Port). 
"COOP" is short for Continuity of Operations Plan 
"Music Program" means the live performances and overhead music heard throughout the
Airport. 
"Concessionaire" means the Concessionaire identified in the Agreement. 
"Port Representative" means any Port employee with the authority to act regarding these
standards or the Lease and Concession Agreement (to which these standards are
attached). These Port Representatives will generally be identified in writing, but if
Concessionaire has any question regarding whether a particular person has authority to
act, Concessionaire should contact their Airport Dining and Retail Business Manager for
clarification. 
"PMP" is short for Preventative Maintenance Program 
"Premises" means the Premises, either individually or collectively, as identified in the
Agreement. 
2.  GENERAL OVERVIEW 
The Airport Dining and Retail Program at Seattle-Tacoma International Airport with its
thousands of daily interactions with the traveling public has a significant importance for creating
an exceptional passenger experience, which is one of the key strategic goals of the Airport. 
This manual identifies requirements for the ADR Program that match the expectations and needs
of our passengers. It outlines customer service standards for all ADR employees, facility and
maintenance standards for ADR locations, as well as general operations and security standards.
We expect every Concessionaire to refer to the standards outlined in this manual to ensure
compliance. Provided the revisions do not materially increase the cost of Concessionaire's
operations at the Airport, these standards are subject to modification from time-to-time to
address the ever-changing Airport environment. Failure to comply with these standards may
subject Concessionaire to liquidated damages and/or default under the terms of Concessionaire's
Agreement. 
3.  FIRST CLASS STANDARDS 
The Port desires to provide air travelers, Airport employees, and the public with facilities,
service, food, beverages and retail merchandise in First Class Manner. As defined in the
Agreement, a First Class Manner refers to a standard of products, cleanliness, and customer
service that would be reasonably expected in upscale shopping malls and other similar highquality
airport and non-airport retail and food service facilities. 

C-4

3.1   On-Site Manager 
To ensure that this standard is met, all of Concessionaire's locations must be under
the supervision and direction of an active, qualified, competent, and experienced onsite
Manager, who will at all times be authorized to represent and act for
Concessionaire on all management, maintenance, and operations issues. The on-site
Manager should have a designated duty station or office inside one (or more) of the
Concessionaire's units where he or she will be available during business hours. If or
when that manager is absent for whatever reason, he or she or Concessionaire should 
assign one or more qualified assistant managers to assume and be directly
responsible for carrying out of the on-site Manager's supervisory duties.
Concessionaire will provide (and update) contact information for Concessionaire's
Managers so a Port Representative can contact them in emergencies or during nonbusiness
hours. 
3.2   Cleanliness 
The Port is responsible for providing maintenance and janitorial services in 
common-use areas only. Janitorial and maintenance deficiencies observed in 
common areas of the Airport should be reported by calling the Airport
Communications Center (ACC) at (206) 787-5406. Concessionaires are responsible
for providing janitorial services within their Premises as well as the storefront and
any attached signage. The following general requirements detail specific guidelines 
for Concessionaire's locations: 
Units must always appear clean, uncluttered, organized, well maintained, and free
of unpleasant odors. 
Excess stock, merchandise, and products must be stored out of the view of the
customer. 
Aisles and hallways (both inside and outside the unit) must be free of carts,
crates, boxes, trash, equipment, etc. per the fire code. 
All seating must be clean and well maintained. 
Employee personal belongings must not be stored in the public view. 
Windowsills must be clean and free of dirt, debris and dust. 
Windows and other glass must be clean, free of smudges/food/dirt, noticeable
streaks and dust inside and out. 
Trash receptacles and wastebaskets must be cleaned inside and out, odor free,
and emptied regularly to avoid overflow. 
Walls/columns must present a freshly painted or clad appearance and be free of
dirt, marks, and graffiti. 
Carpet, rugs and/or mats must be: 
o  Free of all loose or embedded gum. 
o  Thoroughly vacuumed in all areas. 
o  Free of all spots, stains, rips, or cracks. 
o  Free of dust build-up at or around carpet edges, corners, chair bases,
stanchions or other objects that are placed on the carpet. 

C-5

o  Carpet maintenance must include the removal of surface and embedded sand,
soil, stains, spots and bacteria on a regular and frequent schedule in order to
ensure an acceptable appearance and to remove soil that would shorten the
useful life of the carpet. 
Hard surface floors must be: 
o  Free of all dirt, debris and loose or embedded gum. 
o  Free of all deep surface scratches and abrasions that haze the floor's
appearance. 
o  Free of spots and finish discoloration due to previous cleaning or lack of
addressing spills in a timely manner. 
o  Free of dust or grime build-up at, or around, floor surface edges, corners, chair
bases, stanchions, or other objects that are placed on the floor. 
o  When liquid is spilled, appropriate signs must be provided until clean up
occurs. Janitorial services must be notified. 
o  Floor grout must be in good repair, free of water, dirt and grime buildup. 
Ceilings, grids and tiles must be dust and cobweb free and unsoiled. Ceiling tiles
must be positioned in place to provide a clean appearance.
Fans, grills, vents, light fixtures, & assemblies must be clean and dust free. 
Railings, gates and fencing must be tightened, clean and free of dust and grime. 
All structures must be free of dirt and graffiti. 
3.3   Condition 
Seating must be clean and free of rips, tears, and broken parts. Seating that is
ripped, torn or broken must be replaced immediately or removed from the area. 
Point of sale and cashier areas must appear neat, organized and clean. 
All equipment must be operational and be clean and free of dust and dirt. 
Fans, light fixtures, assemblies, and bulbs must be operational, clean and free of
dust. 
Carpets must not be worn or frayed; tile and stone flooring must be free of large
cracks or gouges and broken pieces. 
Tile, terrazzo, and all flooring must be free of cracks, gouges and broken pieces. 
Physical facilities, such as counters, booths, and kiosks must be in good repair
and like new condition. 
All locations must have a pleasant atmosphere and present an inviting
appearance, free of clutter. 
Apparel and accessories must be neatly folded or hung in the appropriate area. 
Trash, packaging, shipping materials, debris and delivery carts/totes must be
stored out of the public view or removed promptly from the public areas. 
Furniture, display cases, fixtures, and shelving must be in a like-new condition
with no deep cuts, scratched, graffiti, or broken pieces. Concessionaires must
immediately remove any damaged furnishing that will pose a safety hazard to the
customer. Furnishing placement must comply with all applicable codes to ensure
appropriate width for persons with disabilities and permit free movement by
customers with carry-on-baggage. 

C-6

Roll gates and other types of entry security equipment must be in working
condition. Concessionaire must take immediate measures to ensure repairs are
completed and notify the Port when repairs are finalized. 
Fire extinguishers/fire protection/life safety systems must be operational and
properly mounted per fire code. 
Concessionaire's areas must be free of any signs of insects or rodents. 
3.4   Functionality 
Customer comment cards must be readily available. 
All doors/gates must be maintained, in good working order and must comply with
applicable codes. Doors/gates must be free of noticeable smudges, dirt, grime and
obstacles that would impede the public's path or employees' ingress/egress. 
Music audible to customers within individual units must be provided by the
Concessionaire's audio system and approved in writing by the Port. 
Music systems must be clear/audible and in good working condition with
appropriate volume levels that do not to interfere with the Airport address
system, cause annoyance to Airport patrons, or conflict with the Music Program. 
Seating must not be removed from designated areas. All tables, fixtures, chairs,
kick rails, and table bases must be free of debris, dirt build-up, and scuff marks. 
Refrigerators and coolers must be in working condition and free of odor and
spills. 
Trash receptacles and wastebaskets must be in good working condition, sufficient
in number and not obstruct the path of the public. 
Counters and cash wrap areas must be neat and clean in appearance. 
Lighting must be adequate in all areas and in compliance with applicable codes
and design standards. 
Contractors' or vendors' supplies and equipment must be stored out of customers
view when not in use. A complete concession cleaning kit containing supplies for
dust, glass, and wood cleaning products must be maintained in all units and
stored out of public view. 
Television monitors must be maintained in good working condition. 
Americans with Disabilities Act (ADA) access locations must be unobstructed
and code compliant. 
Fire extinguishers/fire protection/life safety systems must be operational and
checked/inspected annually as appropriate per code. 
Mop, mop bucket, strainer, and mop sink must be maintained and clean at all
times. 
All merchandise and areas that hold store merchandise must be free of dust and
spilled product. All cabinetry, shelves, display units, and wall bays must be free
of marks, dust, and spilled product. 
All menu boards, cash wraps, nesting tables, fixtures, and condiment bars must
be free of dust, stains, residue, spills, trash and clutter. 
All windows, lighting, non-glass doors, glass areas, brass, and chrome surfaces
must be free of dust, spills, handprints, scuffmarks, and splashed product. 

C-7

The Point-of-Sale (POS) systems and surrounding area, as well as other
equipment must be organized, clean, free of marks, and dust. 
No freestanding or, mobile signs, display carts, merchandise display units, or
racks of any kind are allowed outside of the lease line. 
Storefronts must be open, inviting and clutter-free. 
Auction, fire, bankruptcy, close out, distress, liquidation, going-out-of-business
sales or operating as an outlet/surplus store are not allowed in the Premises;
however, periodic seasonal, promotional or clearance sales are not precluded. 
Any national or locally-branded operation must accept company-branded "cash
cards" or "gift cards" for purchase at all of Concessionaire's Airport locations,
unless Concessionaire can demonstrate to the satisfaction of the Port
Representative that in order to enable such acceptance, additional equipment or
systems would be required to be installed. 
Concessionaire must accept traveler's checks and at least three (3) nationally
recognized credit or debit cards (e.g., American Express, Master Card, VISA or
as designated by the Port Representative) for any purchase amount. 
Concessionaire is not permitted to add a "tip," "gratuity," "service charge,"
"concession recovery charge" or other similar charge to customer invoices. The
only exception to this is locations with table service. In such cases, for parties of
eight (8) customers or more, the Concessionaire may add a gratuity of no greater
than eighteen percent (18%), so long as it is noted on the menu that such charge
will be added, the server informs the party that such charge will be added to the
bill for the table, and the Concessionaire pays the entire amount collected to the
server and/or appropriate staff. 
Placement of a tip jar or container in public view (i.e. on counters in counter
service locations, etc.) is only allowed in coffee concept units. 
"Take-a-penny/leave-a-penny", fundraiser and charitable donation cups are
prohibited. 
Sound system, radio or television or other similar devices may not be installed
without obtaining prior written approval by the Port Representative. 
3.5   Products 
The Port Representative reserves the right to approve or disapprove all products,
prices, and product displays. 
The Port Representative has the right to require Concessionaire to discontinue the
sale of any product he/she, deems unsatisfactory, distasteful, or inappropriate for
any reason and to require Concessionaire to modify product displays for any
reason. Concessionaire will comply with any such direction within twenty-four
(24) hours following notice. 
At the Port Representative's written request, the Concessionaire will provide for
the sale of any merchandise or the furnishing of any reasonable services that may
be determined necessary for increased sales and passenger satisfaction. 
Concessionaire will keep in stock and have ready for sale at all times of operation,
a sufficient supply of current-season merchandise, articles, and goods, as may be
appropriate to the operation, to meet the demand of customers at the Airport. 
Concessionaire must ensure that product variety is adequate at each location. 

C-8

Concessionaires will use durable (i.e. washable) service ware where feasible at
restaurants with sit-down dining. 
A list of approved compostable and recyclable service ware (i.e. plates, bowls,
cups, lids, straws, cutlery, clamshells, etc.) by the Airport's compost and recycling
service providers can be found in the Rules and Regulations. Concessionaires may
request exemptions in writing to the Port Representative for specific food service
ware items (e.g. plastic spoons, foil wraps) for which compostable/recyclable
alternatives are not readily available or suitable for use.
All food and beverage menu items should be made available "to go" for customers
if they so request. The carry out or "to go" containers and service ware should be
either compostable or recyclable and of high quality and substantial enough for
the customer to take on an airplane. Expanded polystyrene foam ("Styrofoam")
service ware is prohibited. 
Concessionaire will develop and implement creative merchandising techniques to
entice customers to purchase food, beverages, and retail merchandise, including
without limitation, food and beverage displays; retail merchandise displays;
display cases; promotional displays; attractive and durable packaging; menu
boards or tabletop menus; and pictures of food and beverages or retail
merchandise. 
4.  CUSTOMER SERVICE STANDARDS 
The Port expects First Class, customer-focused service by Concessionaire at all times. Without
limiting any of the more specific requirements set forth in these Operating Standards, service
will be timely, attentive, and friendly. In order to accomplish this, Concessionaire must employ a
sufficient number of properly trained personnel to manage and operate the Premises at its
maximum capacity and efficiency. A sufficient number is one that consistently provides
customers with no unreasonable delay or inconvenience in moving through point of sale or
selecting products or service. At a minimum, customers will be promptly attended to in a
friendly and courteous manner. Self-service elements will be easily seen and accessible by
customers. Processing of payments will be prompt. Receipts will be properly itemized; reflecting
precisely the products and services purchased, and will present individual prices, total and taxes.
In addition, all customers will be thanked for patronage. Other expectations of all Airport
employees include, but are not limited to the following: 
Guarantee a quality product or service that meets or exceeds a customer's expectations. 
Have an overall understanding of the layout of the Airport and be willing to offer
assistance as needed. 
Have responsibility for uncompromising levels of cleanliness. 
Maintain a positive workplace image. 
Provide customers their full attention during the interaction and address concerns
immediately. 
Respond to customer questions or complaints within three business days whether verbal
or written. 
Provide a friendly and professional, verbal audible greeting within 10 seconds of a
customer entering an establishment, and thanking them for their business and invite them
to return as they exit. 

C-9

Maintain a well-groomed, neat, professional clean appearance at all times. 
o  Uniforms will be clean and appropriately fitted at all times. 
o  Hair will be neatly groomed and pulled away from the face at all times. 
o  Airport ID badges must be appropriately displayed at all times. 
o  Employees must maintain eye contact while conversing with customers and
fellow employees. 
Employees will refrain from using foul or inappropriate language at any time in the
workplace, in the Airport, or while traveling to/from work via employee shuttles or
public transportation and while wearing the company's uniform and/or Airport ID badge. 
Employees will refrain from eating, drinking, chewing gum, or talking on the phones in
the presence of customers. Personal electronic devices or ear phones/buds are not
permitted at any time while employees are on duty. 
Employees will refrain from taking breaks in the public areas, corridors, hallways, and
gate lobbies. 
Employees are not allowed to use or move furniture or equipment anywhere or anytime
for the purpose of sitting or eating during their breaks. 
4.1   Employee Customer Service Standards 
The ADR Staff holds every Concessionaire accountable to the Airport Dining and Retail 
Program and the Airport's customer service standards. Every Concessionaire's customer 
service program must meet or exceed the Airport's service standards. However, to achieve 
the status of a first class ADR Program, we must raise the standards of excellence. This
means implementing additional service standards above those stated in the Concessionaire's
Agreement that will guarantee a positive customer experience. For this reason, each 
Concessionaire's employees must also comply with the following: 
Greet all customers in a friendly and professional manner with a sincere smile. 
Always be properly identifiable as an Airport concessions employee. 
Display a positive attitude toward all customers and be sensitive to special needs of 
passengers. 
Speak clearly; enunciate fully to clearly communicate with customers. 
Listen carefully, and show empathy when encountering an upset customer. Resolve 
problems quickly and effectively in the most equitable way possible. 
Use a courteous tone of voice and proper vocabulary with customers. For example, use 
words such as "please," "yes," "hello", and "thank you." 
While working indoors, remove sunglasses to facilitate eye contact. This standard does 
not apply to employees prescribed to wear sunglasses indoors by a doctor. 
Respond appropriately to customers' needs, or refer them to another person who might 
be better suited to provide assistance. 
Be well informed, capable of providing directions, and know where and how to 
obtain requested items, services or information for customers even when language 
barriers arise. 
Ensure the customer's question has been answered before walking away or completing 
the transaction. 
Obtain the facts; state any applicable policy clearly and politely; and be able to offer
a solution or an alternative to a difficult customer. 

C-10

Do not leave a customer in your establishment unattended unless it is deemed an official
emergency. 
Resolve complaints promptly and maintain records for Port Representative follow-up. 
Employees must provide a receipt and correct change with every transaction. 
Staffing levels must be high enough to greet customers within the 10 seconds 
standard and prevent wait times longer than 2 minutes at the cash registers. It is
highly recommended that there be at least (2) employees staffed in each store at all 
times. 
Provide all services to its customers on a fair, equal, and nondiscriminatory basis and
charge fair, reasonable, and nondiscriminatory prices; except when giving such
reasonable and nondiscriminatory discounts or other similar price reductions to its and
other Airport employees. 
4.2   Customer Service Training 
Just as customer service standards establish the foundation for service, dress and 
appearance standards project the image of your company and the Airport. Customer
service training is essential in establishing consistent guidelines for everyone and 
addressing the passengers' demands. In the event that the Port initiates one or more
customer service programs for employees of any Airport tenant, Concessionaire and its
employees must fully participate and pay its share of any costs associated with such
program(s). 
4.3   Lost and Found 
All items found in the Airport must be turned into the Airport's Lost and Found Office 
within 24 hours. If occurrence happens after the Lost and Found Office's normal business
hours, then the return attempt must be made by the following business day. 
5.  QUALITY ASSURANCE PROGRAM 
5.1   Reports and Rating System 
The Quality Assurance Program and Reports is managed by the Port Representative to
record periodic audits and inspections of all ADR locations. The primary focus of the audits 
and inspections is to: (1) evaluate the level of customer service and make recommendations
to correct concerns, (2) improve customer service by identifying critical areas of focus; and, 
(3) create a historical record of the Concessionaire's performance for future reference. 
Audit and inspections include a detailed observation and evaluation of the following areas: 
Facility Appearance 
Customer Service 
Merchandise Quality and Food Safety. 
Each evaluation is scored from 1 to 7 (with 1 being the lowest and 7 as the highest), which
translates to one of four ratings  Unacceptable, Needs Improvement, Acceptable, Excellent. 
The following is the rating system equivalent based on a 100%: 

C-11

Rating                       Scoring Equivalent 
Excellent                 100 - 95%         (Score of 7) 
Acceptable               94  85%         (Score of 6) 
Needs Improvement        84  79%        (Score of 4  5) 
Unacceptable             78% and Below     (Score of 1  3) 
To ensure all Concessionaires' locations meet and exceed the customer service standards
outlined, Concessionaires must score at least an acceptable rating of 6. Outlined below is the
standard for the rating system. 
Unacceptable Rating 1-3 
Any Concessionaire who receives an Unacceptable rating of 1 through 3 did not meet a
majority of the acceptable customer service standards or they failed to meet a significant
level of performance. Additionally, any ratings of 1 through 3 are unacceptable and the
Concessionaire must take corrective actions within 48 hours of notification and provide a
written response to the Port Representative within 3 business days with an action plan
addressing deficient areas to prevent reoccurrence. 
Needs Improvement Rating 4  5 
Any Concessionaire who receives a Needs Improvement rating of 4 or 5 did not meet the
minimum acceptable customer service standards. Any rating of 4 or 5 requires corrective
action within 5-7 days and Concessionaire must provide a written response to the Port
Representative within 3 business days addressing the infractions with solutions to prevent
further reoccurrences. 
Acceptable 6 
A Concessionaire who receives an Acceptable rating of 6 has satisfactorily met the
minimum acceptable customer service standards. An acceptable rating of 6 does not require
a written response; however, the Concessionaire should address all noted problem areas. 
Excellent 7 
A Concessionaire who receives an Excellent rating of 7 has exceeded the minimum
acceptable customer service standards. This rating requires no action on the part of the
Concessionaire. 
5.2   Comments and Complaints 
Passengers may record comments of their Airport experience by utilizing any one of the
following methods: comment cards that are accessible throughout the Airport, the 
Port's/Airport's website, and/or letters, emails or phone calls sent to the Port or Aviation 
Division's main office. These comments (or complaints) are tracked and compiled through
the Airport's Customer Service Group in Airport Operations. The Customer Service group
forwards all complaints relating to Concessionaires to the Port Representative. The Port
Representative will in turn forward the customer complaint to the respective Concessionaire
within 3 business days of receipt. The Concessionaire must respond to all customer

C-12

complaints within 3 business days and forward a copy of all correspondence to the Port
Representative. 
6.  HOURS OF OPERATION 
The Premises must be open to the public seven (7) days per week, three hundred sixty-five (365)
days per year to adequately serve the traveling public. Except as otherwise stated below, the Port
determines the minimum hours of service based on traveling public demand and the Airport's
flight schedules. 
6.1   Hours of Operations 
Unless otherwise approved, all Concessionaires must adhere to the minimum
hours of operations as stipulated by the Port. Concessionaire may request a
deviation of hours by providing an analysis of the optimum arrangement, but the
final determination of minimum hours of operation will be made by the Port. 
Store hours will be extended to accommodate passengers due to flight delays. 
Stores must be staffed to accommodate the operations from opening to closing.
Deviation maybe approved by the Port Representative for inventory or other
circumstances; however, all requests must be submitted at least 48 hours before
the event to allow for processing and approval. 
No concession locations will be blocked off or closed at any time during the
designated minimum hours of operation. 
6.2   Holiday Reduced Hours 
Requests for reduced hours for holidays must be submitted within 30 days of the
Thanksgiving or Christmas holiday. Concessionaires must be aware that these
hours may change due to operational issues or situations that mandate adjusting
the approved schedule. 
7.  DELIVERIES AND DISTRIBUTION 
Concessionaires are responsible for their operational delivery and distribution system whether it
is on-site or off-site. 
The Airport recognizes the following activities as a delivery: 
Deliveries from off Airport sites to the Concessionaire's unit. 
Deliveries from off Airport sites to the Concessionaire's storage space. 
Concessionaire moving items from a storage location to the unit. 
7.1   Delivery Schedule 
Deliveries to the Airport's main terminal load dock must occur between: 
DAY             HOURS 
Monday              7:00 AM  3:00 PM 

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Tuesday through Friday       7:00 AM  4:00 PM 
Saturday                 5:30 AM  2:00 PM 
All deliveries should observe assigned delivery times to better utilize parking
spaces and freight elevators. The load dock hours are subject to change at any time
without advance notice. 
Deliveries to the units must be made between 2:00 p.m. and 6:00 a.m. all days of
the week. 
7.2   Delivery Standards 
Concessionaires or their vendors/contractors will be responsible for reporting any
problems with the freight elevators, and will work with the Airport to maintain
safe and efficient elevators. Costs to repair elevators damaged by
Concessionaires (or their vendors, contractors) will be billed to the
Concessionaire found responsible for the damage. To report elevator problems
call ACC. 
Cart wheels and hand trucks shall be non-marring/pneumatic tires and silent. 
Carts must be in like-new condition. No maintenance of carts, dollies, hand
trucks, etc. is allowed in the terminal on the concourse level at any time. All
damaged or non-operable carts, etc. must be removed from the area
immediately. 
Weight loads must not exceed the maximum limits specified by the transporting
equipment's manufacturer. 
Merchandise and products must be delivered to Concessionaire's locations
without interfering with public traffic in the Terminal. 
Daytime deliveries are not authorized without prior approval of the Port. 
Deliveries must not be transported on the passenger elevators, moving sidewalks,
or the train system. 
The number of vehicles on the Airport ramp is limited during normal hours of
operation by delivering the majority of products and merchandise during the
night and early morning hours. Airport safety is our primary concern and every
Concessionaire will cooperate with all Airport Rules & Regulations (which can
be found at http://www.portseattle.org/Business/Airport-
Tenants/Pages/default.aspx). 
Concessionaires will ensure the restocking of the unit occurs during non-peak
hours (not between 6:00 a.m. and 2:00 p.m.). 
The load dock supervisors will monitor all daytime activity. Parking is at a
premium during the day, and coordination for extended use of parking spaces is
vital. Delivery drivers should inform the loading dock supervisor of the estimated
duration of time for the escort or delivery. 
Concessionaires may request authorization from the Port Representative to
receive and restock newspapers and magazines during daytime hours; however, 
the product totes or containers are not allowed to remain in the unit unless they
are actively being restocked. 

C-14

Concessionaires and their vendors are not allowed to deliver, store or stage
boxes, cartons, barrels, or other similar items, in an unsightly or unsafe manner,
on or about the Premises or in the common areas. 
Pallet jacks are not allowed on the granite flooring. 
8.  STORAGE 
Unless otherwise provided for in the Agreement, no persons may use any area of the Airport for 
storage of equipment, product, or other property without first obtaining written permission from 
a Port Representative. 
9.  SIGNAGE 
All signs must comply with ADR Design Guidelines and all applicable codes and standards.
Signs not included in the original build-out must be submitted to the Port Representative for
approval. ADR Design Guidelines can be found at 
http://www.portseattle.org/Business/Construction-Projects/Airport-Tenants/Pages/Reference-
Documents.aspx. 
9.1   Unit Signage 
All signs internal and external, signage stand holders, menu boards, and blade
signs must be clean, free of dust, and in good condition. 
Pictures, displays, and frames (whether art or advertising) must be clean, and free
of tears, scratches and dust. 
All illuminated signs must be in proper working condition. Tubular or neon
lighting is not preferred; and must be approved before installation. 
Unauthorized postings are not permitted. 
Handwritten and/or unprofessional signs are prohibited. No exceptions will be
allowed. 
Signs must not obstruct any life safety devices, AED machines, smoke detectors,
or fire sprinklers. 
Signs must not impede the functionality of light fixtures or air conditioning grills. 
Exit doors must be operational, illuminated, and clearly signed. 
Enforcement/warning signs must be appropriately posted. 
Dynamic signs must operate properly and display the correct information. 
No Concessionaire will make any alterations of any nature whatsoever to signage
on any building, ramp, wall, or other Airport space. 
Signs must be visible and illuminated (if applicable) and in proper working
condition. 
During flight delays, hours of operation may be extended to accommodate
passengers. 
Store policies regarding credit cards, returns/refunds, etc. must be clearly
displayed in the unit. 
Prices must be clearly displayed (either item or category priced). 
Flashing or blinking signs must not be used. 
Evacuation routes must be clearly posted. 

C-15

9.2   Advertising and Promotional Signage 
No promotional banners or signage may be used without review and written
approval from a Port Representative. 
No menus, signs or graphics on counter back walls may be displayed without 
prior written approval from a Port Representative. 
Flashing, laser, or blinking signs must not be used. 
No persons without written authorization from a Port Representative may post 
commercial signs, banners, or distribute advertisements, literature, circulars, 
pictures, sketches, drawings, handbills, or any other form of printed or written 
commercial matter or material at the Airport. 
Retail advertisements can/must be displayed within the leased premises. 
Handwritten signs are prohibited. 
10. PROMOTIONAL EVENTS AND PROHIBITED ACTIVITIES 
All promotional activities or events must obtain prior written approval from a Port
Representative. All promotional activities in the Terminal, with the exception of the Airport's
promotions and advertising contracts, will be of limited duration and will be subject to the
discretion of the Port Representative. Such promotional activities may be permitted only where
they do not interfere with normal operations of the Terminal. Promotional activities will be
limited to the following: 
Approved art and displays that provide public service messages. 
Promotions conducted within the limits of the leased areas unless otherwise approved in
writing by a Port Representative. 
Approved advertising conducted under the terms of the Airport's advertising contract. 
Promotional activities requiring tents, cooking facilities, pyrotechnics or events where the
number of people will exceed the normal occupancy of the designated area will require
approval by the Fire Marshal and Port Representative. The Fire Marshal may require
permits or a fire watch as applicable. 
With the exception of concession promotions, the sale/or give away of food and
beverages associated with a promotion is prohibited. 
Literature and promotional items cannot be distributed outside of the location lease line
unless otherwise approved by the Port Representative. 
Banners to promote new services and/or awards in the Terminal must first be approved in
writing by the Port Representative and may be displayed for a period not to exceed two
weeks unless otherwise approved. 
Clean up activities associated with any promotion, unless otherwise specified are the
responsibility of the entity organizing the promotion. 
Requests to conduct promotional activities in the terminal must be made in writing to the
Port Representative for approval. 
Concessionaire is prohibited from offering/selling the following items in their Premises:
vending machines, pay telephones, advertisements not pertaining to Concessionaire's
operations; coin-operated amusement machines, ATMs; hotel, motel, or ground
transportation reservation information; liquor, beer, and bottles of wine for off-premises
consumption (unless otherwise approved as part of the concept); Wi-Fi services; or

C-16

helium-filled balloons. This is not a comprehensive list and all items are subject to
approval by the Port Representative. 
11. USE OF STANCHIONS 
A Port Representative must approve all written requests for stanchions. All equipment in the
public areas of the Terminal, including queuing areas, must conform to the following: 
Stanchion specifications must be approved in writing by the Port Representative. Should a
Concessionaire wish to use stanchions, your request must include a proposed layout, size,
color and reason for the request. 
All stanchions must be of the retractable belt type. 
Branding is permitted on the retractable belt only. 
Signage attached to stanchions and inclusion of company logo or name must be approved in
writing by the Port Representative. 
All stanchions must be kept in like-new condition and properly maintained, clean, and free 
of dust or stickers. 
Stanchions in disrepair must be removed and replaced. 
12. ENVIRONMENTAL AND WASTE REMOVAL 
Concessionaires must separate and dispose of their trash, recycling, composting and used
cooking oil. Costs for this program are published in the Tariff and will be invoiced directly to
the Concessionaire. Concessionaire works with the Port Representative to request trash keys (or
other methods) used to track use. 
Disposal containers for trash, recycling, and composting and other Concessionaire-generated
waste materials are located at compactor rooms and loading docks throughout the Airport.
Trash build-up and/or compactor outages are to be reported immediately to ACC. If
Concessionaire is responsible for the mess/spill/damage, or the cross-contamination of 
recyclable or compostable collection containers, it is the Concessionaire's duty to clean it up.
Other clean up, repairs or damage to compactors/containers/bins/used cooking oil tanks or
surrounding areas will be invoiced to the responsible party. 
At no time are Concessionaires permitted to transport or pile bags, boxes, cartons, or other
similar waste items, in an unsightly or unsafe manner. 
12.1   Trash 
All trash must be contained in appropriate bags and moved through the Airport in
covered receptacles. These receptacles must be cleaned daily. Concessionaires
are responsible for keeping all service corridors, hallways, storage areas and
elevators neat, clean and safe. 
Concessionaires are responsible for placing trash inside the proper trash bags.
Concessionaires should not fill the trash bags to capacity. Thin trash bags and
bags filled beyond capacity will tear thus creating a mess and unsanitary
conditions. When an unsanitary condition exists, the Concessionaire responsible
will be required to correct the problem and/or be invoiced for the clean-up
services if performed by the Port. 

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12.2   Recycling 
Recyclables include clean and/or empty cardboard, cartons, paper, cups, plastic
containers and lids at least 3" in diameter, bagged plastic bags, cans, bottles and
jars (plastic, aluminum, or glass). Cardboard must be flattened prior to depositing
in Airport recycling compactors. 
Glass bottles and jars must be rinsed and deposited in designated glass recycling
containers. Glass does not need to be in bags. Broken beverage glasses are not
recyclable. 
12.3   Composting 
Composting materials include food, uncoated food-soiled paper, napkins, and cardboard,
coffee grounds and filters, tea bags, and approved compostable packaging. Composting
materials must be deposited directly in the composting bin or in compostable bags approved
by the Airport's compost service provider. 
12.4   Waste Collection and Signage 
Concessionaires providing food for consumption on or off premises using recyclable or
compostable "to-go" food service ware shall: 
Provide conveniently located and clearly marked recycling, compost, and garbage
containers in back-of-house areas for employee use and in front-of-house dining
areas where customers may discard compostable or recyclable food service ware
and garbage. 
Provide signage visible to patrons when picking up their orders or where self-
service customers pickup service ware, and on discard bins in dining areas clearly
identifying which service ware is recyclable, which is compostable (including
food scraps), and which is garbage. Food and beverage concessionaires are
encouraged to use signage best practices and bin labels developed by the Port of
Seattle. 

12.5   Used Cooking Oil (UCO) 
The Concessionaire must purchase and utilize Port-designated containers to collect and
transport UCO to designated collection tanks located in the compactor rooms and loading
docks. Concessionaires must promptly clean any spills or leaks that occur during transport
including areas near UCO collection tanks. 
12.6   Hazardous Materials/Waste 
Concessionaires are responsible for properly managing the disposal, off Airport property, of
any hazardous materials or waste generated through their operations, maintenance and
construction activities. This includes, but is not limited to all types of batteries, florescent
light tubes, refrigerants, paints, stains, and other hazardous chemicals. 

C-18

12.7   Training 
Concessionaires are expected to participate in current and future recycling or other
environmental programs. Participation in these programs is coordinated through the
Airport's Environmental Dept. They will provide the initial training, education/outreach
materials, and recycle bins for back-of-house areas in Concessionaire's units. 
Concessionaires are then responsible for training their employees of the proper use, sorting
and disposal of all waste removal items at least annually or as part of new employee
orientation (depending on job function). 
12.8   Environmental Programs 
The Port facilitates a Food Donation Program in partnership with the Airport's local food
bank and encourages Concessionaires to donate unsold food through this program.
Concessionaires desiring to find out more about participating in this program can contact the
Port's Environmental Dept. 
13. REPAIRS AND MAINTENANCE 
The Concessionaire has the sole responsibility for maintenance and facility upkeep within the
unit. Without in any manner limiting the specific requirements of your Lease and Concession
Agreement, this includes HVAC system, floors, walls, equipment (i.e. cooler, registers), and
other non-Airport maintained devices. Concessionaire must keep the premises and all
improvements in good repair and in a clean, neat, safe and sanitary condition at all times. If
damage is determined to come from the building roof or exterior, contact ACC to address the
source of the problem. Also, if it becomes reasonably necessary during the term of the
Agreement other than the mid-term, as determined by the Port Representative, Concessionaire
will repair, replace and/or repaint fixtures, furnishings and/or equipment that is in damaged,
worn or in disrepair. It is mandatory that all maintenance issues and repairs be identified and
repaired immediately to keep the operation compliant with First Class standards. Specific
systems cleaning and maintenance procedures can be found in the PMP Manual.
14. PEST CONTROL 
The standard for cleanliness at the Airport has been set at an optimal level, this includes pest
control activities, facility and equipment maintenance, housekeeping and best practices.
Concessionaire must implement and maintain aggressive internal controls that will ensure total
compliance with sanitation standards and the Pest Management Program implemented by the
Airport. 
Therefore, all Concessionaires must adhere to the following: 
Each Concessionaire is required to participate in the Pest Management Program as
designated by the Port. 
Recommendations provided by the Pest Management Program on monthly reports
must be addressed immediately. 

C-19


Supplemental Pest Control programs, paid for by Concessionaire, must be approved in
advance by the Port Representative. Supplemental service treatments must comply with
the Port's mandated application methods. 
Self-treatment or treatment by unlicensed personnel is prohibited. 
Concessionaires must comply with all rules, regulations and directives provided by the
Port, the Pest Management Program, or Health Dept. authorities. 
15. SAFETY AND SECURITY 
Safety and security is everyone's business. All Airport tenants are required to follow the Airport
Rules and Regulations, Safety and Emergency requirements and procedures. This information
can be found at http://www.portseattle.org/Business/Airport-Tenants/Pages/default.aspx. The
following sections are in addition to and not in lieu of the safety and security requirements: 
15.1   Secured Units 
Concessionaires are responsible for locking gates and doors when a unit is closed for
business or construction. If the gates or doors are found open by any Airport personnel, the
Concessionaire is subject to the fines (as outlined in Section 18, Table of Liquidated
Damages). 
15.2   Prohibited Items Log 
Concessionaires are responsible for adhering to the guidelines set forth from the Airport's
Security department for the tracking and reporting, and addition or disposal of prohibited
items (knives, box cutters, large scissors, etc.). 
15.3   Construction/Repairs 
The Port has established standards for separating construction sites from other portions of
facilities that must continue in operation while construction is underway, as well as for
controlling potential negative effects of construction operations on normal business. These
standards are found in several locations including, but not necessarily limited to, the Tenant
Concept/Project Submittal, Design Submittal and Construction Process, and the ADR
Design Guidelines. Their applicable requirements must be incorporated into all project
construction documents and must be strictly adhered to by all Concessionaires, their
contractors, subs, and personnel. 
All necessary and required life and health safety measures must be in place and
maintained to protect customers and employees as well as construction personnel. 
All necessary and required security measures must be in place and maintained to protect
essential operations. 
All necessary and required measures must be in place to minimize the negative impacts
of construction, of all types, on adjacent, ongoing operations and those customers and
employees involved in them. 
All necessary permanent and temporary signage must be in place and maintained to
inform customers and employees about the construction that is occurring and how it may
impact their activities. 

C-20

All proposals for construction or modifications to facilities or leased areas must be
submitted to the Port Representative for written approval. 
All construction and modifications being requested must have proper permits obtained. 
All construction work within the Airport's property shall be ADA compliant. 
Strict adherence to all applicable Airport procedures is mandatory on the part of all
parties, whether they are Airport staff, tenants, customers, passengers, design
professionals, contractors, vendors, etc. 
Wet paint signs must be affixed while painting and removed prior to re-opening the store
for business. No hand written signs are permitted in public view. 
All construction waste including, excess chemicals or other hazardous materials damaged
equipment, fixtures and furnishings, must be removed from the site as part of the project. 
15.3.1 Construction/Repairs Safety 
No construction-related operations, inside or outside of the project's vicinity, must
expose either customers or employees to hazardous conditions that could cause them to
slip, fall or be hit by protruding or falling debris or construction materials. 
Temporary walls/barricades at the storefront will be installed by the Port.
Concessionaire and its contractors must keep them in good physical condition
with no holes, dents, marks, graffiti, unauthorized postings, tears or other aspects,
which are unsightly, compromise the intended purpose, or could be hazardous to
human contact. Any damage will be at a cost to the Concessionaire. 
New, temporary evacuation plans must be provided by the contractor and posted
in appropriate locations to replace existing plans at any time that existing paths of
egress are changed temporarily by construction. 
Life safety systems that are affected by demolition and construction must be
maintained in operation at all times. Otherwise, appropriate fire watches or other
approved procedures/measures must be maintained until such systems are tested,
found to be acceptable by the Fire Department and returned to full service. 
Floors within and adjacent to construction sites must be maintained dry and free
of liquid spills and water to prevent slipping and falling, throughout the course of
construction. 
No shutdowns of any systems shall be permitted unless an approved Shutdown
Request Form has been obtained from Facilities & Infrastructure, Maintenance
and/or the Engineering Department. 
15.3.2 Construction/Repairs Security 
Door installations in temporary walls/barricades will be limited to the minimum
possible number, be as inconspicuous as possible, and will have appropriate locks
approved by the Airport in order to maintain safe, secure conditions and prevent
unauthorized access to construction sites and construction traffic into nonconstruction
areas. 
No existing security measures shall be modified or otherwise compromised
without the prior establishment of alternate security measures approved by all the
affected parties. 

C-21




Construction workers must be required to possess and display the appropriate
SIDA badges at all times. 

16. INFORMATION SYSTEMS AND TELECOMUNICATIONS 
The Port owns and operates the Airport's free Wi-Fi system and fiber network consisting of
voice and data. Concessionaire is responsible for installing their own telecommunications (data
and communication) systems inside the unit from the Port demarcation box. 
17. EMPLOYEE SERVICES 
17.1   ID Badges 
All employees are required to go through the ID Badge process. More information can be
found on the Port's website at: http://www.portseattle.org/employee-services/id-
badges/Pages/default.aspx 
17.2   Parking 
Employee parking is available for purchase either by Concessionaire or by individual 
employee. Price and information can be found on the Port's website at:
http://www.portseattle.org/employee-services/employee-parking/Pages/default.aspx 










C-22

EXHIBIT D 
Pricing Policy  


















D-1

EXHIBIT D 
Pricing Policy  



Pricing Policy for Concessionaires 
at 
Seattle-Tacoma International Airport 





D-1

Table of Contents 
1.   STREET PRICING ................................................................................................................. 3 
1.1    Definition Generally ....................................................................................................... 3 
1.2    Equivalent Items ............................................................................................................. 3 
1.3    Comparable Business Locations ..................................................................................... 3 
2.   POLICY ADMINISTRATION .............................................................................................. 4 
3.   ESTABLISHMENT OF STREET PRICES ........................................................................... 4 
3.1    Baseline Pricing .............................................................................................................. 4 
3.2    Pricing Adjustments ........................................................................................................ 4 
3.3    Annual Reporting ............................................................................................................ 4 
3.4    Pricing Review ................................................................................................................ 5 
4.   ADDITIONAL PRICING GUIDELINES .............................................................................. 5 
4.1    Branded Goods................................................................................................................ 5 
4.2    Pre-Priced Books and Periodicals. .................................................................................. 6 
4.3    Auctions, bankruptcy, close out, distress, liquidation, or going-out-of-business sales. . 6 
5.   PRICING PROMOTIONS ..................................................................................................... 6 
6.   POSTING PRICES ................................................................................................................. 6 
7.   POLICY COMPLIANCE ....................................................................................................... 6 










D-2

It is the policy of The Port of Seattle (the "Port") to require "street pricing" by all
Concessionaires at Seattle-Tacoma International Airport ("Sea-Tac"). The purpose of this policy
is to ensure that prices charged to Sea-Tac travelers for food, beverages, products and services
are comparable to those charged at similar non-airport locations and establishments. 
1.     STREET PRICING 
1.1   Definition Generally 
The "street price" of an item is the price charged for an equivalent item at comparable business
locations in the Seattle-Tacoma area. In determining the "street price" for an item sold at Sea-
Tac, the Port will be guided by the following considerations: 
For any menu items, products and/or services offered by a Concessionaire with a trade
name commonly recognized by the public (e.g., Burger King, TCBY and Subway
Sandwich), the price charged at the Sea-Tac location shall be within the range of prices
charged for such items at up to three comparable business locations operating under the
same trade name in the Seattle-Tacoma area. 
For any menu items, products and/or services offered by a Concessionaire that does not 
operate under a trade name commonly recognized by the public, the price charged at Sea-
Tac shall be within the range of prices charged for equivalent items at up to three
comparable business locations in the Seattle-Tacoma area. 
For any menu item, product or service offered by a Concessionaire that is not readily
available from or sold by any comparable business locations in the Seattle-Tacoma area,
the price charged shall be within the range of prices charged for either similar items sold
from up to three comparable business locations in the Seattle-Tacoma area or equivalent
items sold from up to three comparable business locations outside the Seattle-Tacoma
area. 
In all cases, the equivalent items and comparable business locations shall be subject to the
mutual agreement of the Port and the Concessionaire; however, if the parties are unable to reach
an agreement for the comparable locations or prices provided, the Port shall have the right to
identify the equivalent items, select the comparable locations, and/or establish the price. 
1.2   Equivalent Items 
For the purposes of establishing the street price of an item, comparisons will be made with
products or services of the exact same size and quality. Differences in size or quality of a product
or service will, all other things being equal, be considered a price differential. 
1.3   Comparable Business Locations 
Comparable business locations are establishments selling similar products or services in active
and robust retail locations like shopping centers or commercial districts. Businesses and
locations that are partially or fully protected from competition (such as hotel lobby shops or
sports arenas) or that operate using an off-price or discount pricing structure are not comparable
locations. 

D-3

2.     POLICY ADMINISTRATION 
Enforcement of this policy falls to the Aviation Business Development Department. In
administering this policy, the Department is responsible for: 
Disseminating information about the policy to both current and interested 
Concessionaires 
Monitoring compliance with the policy 
Enforcing compliance with the policy 
3.     ESTABLISHMENT OF STREET PRICES 
3.1   Baseline Pricing 
No later than sixty (60) days prior to the expected Rent Commencement Date, each
Concessionaire must submit to the Port for its approval a list of at least three (3) comparable
business locations in the Seattle-Tacoma area from which comparable pricing information will
be obtained. Concessionaire should ensure that there is a comparable product or service among
the comparable business locations for each product or service provided at Sea-Tac. Once
approved, these locations will be used as a basis for price comparisons for equivalent items. 
Concessionaire shall also submit to the Port by the same deadline a list of: (i) all menu items,
products and/or services to be offered from Concessionaire's premises, (ii) the price that
Concessionaire proposes to charge for each item, product or service, and (iii) the equivalent item,
product, or service and its price from the comparable business location(s) on which
Concessionaire relied to establish the street price. 
This list shall specifically be subject to the Port's review and approval. However, the Port is not
required to review every line item in the list, and the failure to object to the price proposed for a 
particular item at the time the list is originally submitted shall not prevent the Port from later
objecting to a price that it reasonably determines is not a street price. 
3.2   Pricing Adjustments 
If the Concessionaire proposes to change any of its items or prices, Concessionaire must submit
to the Port, for its prior review and approval, the proposed changes. Concessionaire may also
propose to change its comparable business locations if, for example, the establishment is no
longer comparable or closes. Concessionaire must submit a justification for any proposed
change. The justification for the street price should generally follow the list format required for
Concessionaire's initial price approval. Concessionaire may not change its prices without prior
written approval from the Port. 
3.3   Annual Reporting 
Each Concessionaire must submit an annual Pricing Report that provides evidence of its ongoing
compliance with this Pricing Policy. The annual pricing report must include a price comparison
for each concession unit operated by the Concessionaire. However, prices do not need to be

D-4

submitted for all menu items, products and/or services. Instead, the annual Pricing Report only
needs to contain price information for the following items: 
Type of Concession            Items for Annual Price Comparison 
Specialty Retail                      Top 25 products sold 
Convenience Retail/Newsstand          Top 10 newspapers/magazines/books sold 
Top 10 gifts/souvenirs/toys sold 
Top 10 packaged snacks/candy sold 
Top 5 health & beauty aids sold 
Top 5 travel/business accessories sold 
Duty Free/Duty Paid Shop              Top 5 liquor products sold 
Top 5 accessories sold 
Top 5 souvenir/gift/confectionary sold 
Top 10 perfume/cosmetics sold 
Financial Services and Foreign Currency     Top 5 products sold 
Exchange 
Food Service                      Top 25 food items sold 
Top 5 non-alcoholic beverages sold 
Top 10 alcoholic beverages sold (if applicable) 
The Port will generally establish a due date for the annual Pricing Report relative to the date on
which the initial pricing is approved; however, in the absence of an agreement on such date,
Concessionaire shall submit the annual Pricing Report by December 31 of each calendar year.
The Port will generally perform price checks within 30 days of the report due date. 
3.4   Pricing Review 
The Port may perform periodic price reviews at its discretion at any time by either Port
employees or third parties (e.g., "secret shoppers"). In addition, the Port may require
Concessionaire to submit a comprehensive pricing report at any time on fifteen (15) days' notice,
and Concessionaire agrees to submit such report to the Port. 
4.     ADDITIONAL PRICING GUIDELINES 
The Port has separate pricing guidelines for certain branded goods and pre-priced books and
periodicals. 
4.1   Branded Goods. 
If Concessionaire operates a branded concept where prices are set by the brand, Concessionaire 
must use the prices set by the brand. Concessionaire must provide evidence of the brand pricing.
If a brand changes prices, Concessionaire must provide the new prices to the Port prior to
changing prices in the Airport location. 


D-5

4.2   Pre-Priced Books and Periodicals. 
The prices for newspapers, books, and periodicals that have a publisher's suggested retail price
in U.S. dollars printed on the outside of the item do not need to be verified through the
comparable pricing process. Concessionaire should charge the publisher's suggested retail price
as marked at Sea-Tac. 
4.3   Auctions, bankruptcy, close out, distress, liquidation, or going-out-ofbusiness
sales. 
There shall be no auction, fire bankruptcy, close out, distress, liquidation or going-out-ofbusiness
sales conducted in the Premises; provided, however, that the Port may not preclude
periodic seasonal, promotional or clearance sales, nor shall the Premises operate as an
outlet/surplus store. In no event shall Concessionaire conduct any insolvency sales from the
Premises. 
5.     PRICING PROMOTIONS 
If the Concessionaire operates under a national or local brand, and this national or local brand is
promoting a "special" product or price promotion that is advertised through audio, video, or print
media in the Seattle-Tacoma MSA, then the Concessionaire shall offer that promotional product
or price at the Premises during the same promotional period. If the Concessionaire operates
under a national or local brand and offers a "value menu" (or other such similar program that
promotes a number of items at a reduced price), the Concessionaire shall offer a similar
promotion at Sea-Tac. Notwithstanding the foregoing, the Concessionaire may request the
written approval of the Port to "opt-out" of a national or local promotion if it believes in good
faith that participation in the promotion is not economically feasible due to certain required
equipment or facilities not being available without a further investment by the Concessionaire,
which is not required by this Agreement. The Port will determine, in its sole discretion, whether
to allow the Concessionaire to opt-out, and Concessionaire agrees to be bound by the decision
made by the Port.
6.     POSTING PRICES 
Prices and charges for all items sold or offered from the Premises shall be conspicuously
displayed in a manner approved by the Port. In no event shall the price charged exceed an
advertised price or the price marked on the item being sold. 
7.     POLICY COMPLIANCE 
The Port will monitor Concessionaire's operations for compliance with the Pricing Policy. If the
Port determines that a Concessionaire is not complying with the policy, the Port will provide
written notice of the non-compliance. Concessionaire will have 72 hours from receipt of the
notice to correct the prices and bring them into compliance. If Concessionaire does not correct
the prices within the time provided, Concessionaire will be subject to liquidated damages as
provided in the Lease and Concession Agreement. 
If, in the opinion of the Port the prices or product quality does not meet the requirements of this
Pricing Policy, the prices, serving portions or product quality shall be adjusted accordingly. 

D-6

Addendum to Pricing Policy for Concessionaires 
Temporary Street Pricing Plus 

Notwithstanding anything to the contrary in the Pricing Policy to which this addendum is
attached, the Port Commission approved a temporary, conditional increase to Concessionaire's
pricing on November 24, 2015. This short-term amendment to the Port's street pricing policy
allows Airport Dining and Retail (ADR) tenants to increase their prices over the otherwise
applicable street price as follows from December 1, 2015 through December 31, 2019: 
12/01/2015  12/31/2016: up to 10% over street prices 
01/01/2017  12/31/2017: up to 7.5% over street prices 
01/01/2018  12/31/2018: up to 5% over street prices 
01/01/2019  12/31/2019: up to 2.5% over street prices 
01/01/2020: return to strict street pricing 
Concessionaires will only be allowed to increase prices if they meet certain criteria. The criteria
Concessionaires must satisfy are set forth in the attached Frequently Asked Questions document
published by the Port in December 2015. 
If a Concessionaire seeks to implement "street pricing plus" as allowed by this addendum, the
Concessionaire shall, in connection with any required submissions under the Port's Pricing
Policy, specifically identify the street price for the particular menu item(s), product(s) and/or
service(s) and separately identify the amount the Concessionaire proposes to charge based on 
this short-term, conditional increase over street prices. 









D-7

EXHIBIT E 
Schedule of Liquidated Damages  

Schedule 1 Liquidated Damages           Schedule 2 Liquidated Damages 
First Occurrence              $100.00   First Occurrence               $250.00 
Second Occurrence           $250.00   Second Occurrence            $500.00 
Third and Subsequent Occurrence   $500.00   Third and Subsequent Occurrence   $1,000.00 
The specified liquidated damages amounts are in addition to, and not in lieu of, any other charge or amount that may
be due for the conduct giving rise to the violation. Without limiting the generality of the foregoing, this includes late
fees and interest as well as fines set forth in the Sea-Tac Rules and Regulations or other Port Standards. 


Schedule 1 Violations                   Schedule 2 Violations 
Reporting Standards, including:            Food Handling Standards1 
Daily Sales Reporting             Maintenance & Repair Standards2 
Monthly Reports              Pest Control Standards2 
Annual Report                Safety & Security Standards1 
Post Construction Reports 
"First Class" Standards2 
Customer Service Standards2 
Hours of Operation Standards1 
Delivery & Distribution Standards2 
Storage Standards2 
Signage Standards2 
Other Operating Standards2 
Environmental & Waste Removal Standards2 
Pricing Standards2 
1
Subject to assessment per day for each day of the same occurrence (i.e. for a continuing violation, the first day and
each additional day thereafter that the violation is not remedied). 
2
Subject to assessment per day for continuing violation that is not remedied within three (3) days of the date on
which liquidated damages are first assessed (i.e. for a continuing violation, the first day and each additional day on
or after the fourth day that the violation is not remedied). 



E-1

EXHIBIT F 
Additional Non-Discrimination Covenants  

1.     Compliance with Regulations: The contractor (hereinafter includes consultants) will
comply with the Acts and the Regulations relative to Non-discrimination in Federallyassisted
programs of the U.S. Department of Transportation, Federal Aviation
Administration, as they may be amended from time to time, which are herein
incorporated by reference and made a part of this contract. 
2.     Non-discrimination: The contractor, with regard to the work performed by it during the
contract, will not discriminate on the grounds of race, color, or national origin in the
selection and retention of subcontractors, including procurements of materials and leases
of equipment. The contractor will not participate directly or indirectly in the
discrimination prohibited by the Acts and the Regulations, including employment
practices when the contract covers any activity, project, or program set forth in Appendix
B of 49 CFR part 21. 
3.     Solicitations for Subcontracts, Including Procurements of Materials and
Equipment: In all solicitations, either by competitive bidding, or negotiation made by the
contractor for work to be performed under a subcontract, including procurements of
materials, or leases of equipment, each potential subcontractor or supplier will be notified
by the contractor of the contractor's obligations under this contract and the Acts and the
Regulations relative to Non-discrimination on the grounds of race, color, or national
origin. 
4.     Information and Reports: The contractor will provide all information and reports
required by the Acts, the Regulations, and directives issued pursuant thereto and will
permit access to its books, records, accounts, other sources of information, and its
facilities as may be determined by the Recipient or the Federal Aviation Administration
to be pertinent to ascertain compliance with such Acts, Regulations, and instructions.
Where any information required of a contractor is in the exclusive possession of another
who fails or refuses to furnish the information, the contractor will so certify to the
Recipient or the Federal Aviation Administration, as appropriate, and will set forth what
efforts it has made to obtain the information. 
5.     Sanctions for Noncompliance: In the event of a contractor's noncompliance with the
Nondiscrimination provisions of this contract, the Recipient will impose such contract
sanctions as it or the Federal Aviation Administration may determine to be appropriate,
including, but not limited to: 
a.     withholding payments to the contractor under the contract until the contractor
complies; and/or 
b.     cancelling, terminating, or suspending a contract, in whole or in part. 
6.     Incorporation of Provisions: The contractor will include the provisions of paragraphs
one through six in every subcontract, including procurements of materials and leases of
equipment, unless exempt by the Acts, the Regulations and directives issued pursuant
thereto. The contractor will take action with respect to any subcontract or procurement as

F-1

the Recipient or the Federal Aviation Administration may direct as a means of enforcing
such provisions including sanctions for noncompliance. Provided, that if the contractor
becomes involved in, or is threatened with litigation by a subcontractor, or supplier
because of such direction, the contractor may request the Recipient to enter into any
litigation to protect the interests of the Recipient. In addition, the contractor may request
the United States to enter into the litigation to protect the interests of the United States. 

















F-2

EXHIBIT G 
Pertinent Non-Discrimination Authorities  

Title VI of the Civil Rights Act of 1964 (42 U.S.C.  2000d et seq., 78 stat. 252), (prohibits
discrimination on the basis of race, color, national origin); and 49 CFR part 21. 
The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42
U.S.C.  4601), (prohibits unfair treatment of persons displaced or whose property has been
acquired because of Federal or Federal-aid programs and projects); 
Section 504 of the Rehabilitation Act of 1973, (29 U.S.C.  794 et seq.), as amended,
(prohibits discrimination on the basis of disability); and 49 CFR part 27; 
The Age Discrimination Act of 1975, as amended, (42 U.S.C.  6101 et seq.), (prohibits
discrimination on the basis of age); 
Airport and Airway Improvement Act of 1982, (49 USC  471, Section 47123), as amended,
(prohibits discrimination based on race, creed, color, national origin, or sex); 
The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and
applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975
and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms
"programs or activities" to include all of the programs or activities of the Federal-aid
recipients, sub-recipients and contractors, whether such programs or activities are Federally
funded or not); 
Titles II and III of the Americans with Disabilities Act, which prohibit discrimination on the
basis of disability in the operation of public entities, public and private transportation
systems, places of public accommodation, and certain testing entities (42 U.S.C.  12131  
12189) as implemented by Department of Transportation regulations at 49 CFR parts 37 and
38; 
The Federal Aviation Administration's Non-discrimination statute (49 U.S.C.  47123)
(prohibits discrimination on the basis of race, color, national origin, and sex); 
Executive Order 12898, Federal Actions to Address Environmental Justice in Minority
Populations and Low-Income Populations, which ensures discrimination against minority
populations by discouraging programs, policies, and activities with disproportionately high
and adverse human health or environmental effects on minority and low-income populations; 
Executive Order 13166, Improving Access to Services for Persons with Limited English
Proficiency, and resulting agency guidance, national origin discrimination includes
discrimination because of limited English proficiency (LEP). To ensure compliance with
Title VI, you must take reasonable steps to ensure that LEP persons have meaningful access
to your programs (70 Fed. Reg. at 74087 to 74100); 
Title IX of the Education Amendments of 1972, as amended, which prohibits you from
discriminating because of sex in education programs or activities (20 U.S.C. 1681 et seq). 


G-1