Consumer Services. (a) The Lessee shall use its best efforts to develop and operate at the Premises a premier world-class retail program that will support and advance the role of the Premises in providing a convenient and comfortable arrival to and departure from the Airport, consistent with the image and status of New York City as a foremost domestic gateway and America's foremost international gateway. The Lessee's retail program shall embody the Lessee's full commitment to quality, value and customer service, evidence operations in accordance with the best industry practices, evidence compliance with the Port Authority's maximum standards with regard to service, health, sanitation and safety, and evidence the Lessee's full commitment to the maximum financial return to the Lessee and the Port Authority. A "premier world-class" retail program is one that consistently scores within the top ten percent (10%) of industry-recognized surveys, including without limitation the International Airline Transport Association (IATA) 231 Airport Monitor and Port Authority-sponsored surveys, which contain evaluations or ratings of passenger terminal retail programs, or specific components thereof, of the same type or class. (1) The Lessee acknowledges that various portions of the Premises will be utilized for consumer services and said portions which receive the concurrence of the Lessee and the Port Authority, as hereinafter provided, are herein referred to as the "Concession Areas". Without limiting the provisions of Section 64 hereof entitled "The Lessee's Ongoing Affirmative Action, Equal Opportunity and Local Business Enterprises Commitment", the Lessee shall develop and submit to the Port Authority, in accordance with the schedule described in the second paragraph of this paragraph (b)(1), for its approval a comprehensive plan for consumer services, setting forth, inter alia: (i) the types of concessions to be placed there and the number of each type and size, designated location, and configuration of each concession, as well as the overall plan of the portions of the Premises designated for consumer service operations; (ii) the minimum rentals/fees required for each type of concession; (iii) the structure and level of any common area maintenance fees, marketing fees, delivery fees, and utility recoveries (to the extent permitted) to be charged to concession operators ; (iv) the Lessee's plans to provide retail opportunities for Minority Business Enterprises and Women-owned Business Enterprises (as defined in Schedule E hereto); (v) the Lessee's quality and service standards and required hours of operation; (vi) the Lessee's specific plans to monitor and enforce the "Street Pricing" policy (defined in paragraph (f)(1) of this Section), quality and service standards and required hours of operation; (vii) any other basic business terms including, but not limited to, any mandatory investment and refurbishing requirements; (viii) a customer service program that incorporates the mission and vision of the Port Authority's Aviation Department as set forth in the Airport Standards Manual provided to the Lessee; and (ix) such other information as the Port Authority may deem appropriate to its review and determination if it will approve the proposed plan. The types of concessions to be placed in the Concession Areas shall include those set forth in Sections 74 through 79 hereof, and the Lessee agrees that it will at all times throughout the term of the letting hereunder keep said comprehensive plan updated and that said updated plan shall be submitted to and be subject to the continuing approval of the Port Authority. The Port Authority shall furnish to the Lessee guidelines including those set forth in the Airport Standards Manual to be utilized by the Lessee with respect to all matters affecting consumer services in the Concession Areas including the aforesaid Lessee's comprehensive plan. The Lessee agrees to meet and consult with the Port Authority, and provide representatives to meet and consult with the Port Authority and representatives of other airlines operating at the Airport, when requested to do so in order to discuss the Lessee's performance in meeting the standards required by paragraph (a) of this Section and its implementation of the Port Authority guidelines on matters affecting consumer services in the Concession Areas. The Lessee shall submit the comprehensive plan for consumer services in accordance with the following schedule: (1) within eighteen (18) months following the Lease Commencement Date, the required information to the extent available but in all events a comprehensive plan identifying the amount and location of the square footage to be allocated to consumer services in the Terminal, (2) within six (6) months after the expiration of eighteen (18) months following the Lease Commencement Date, and at six-month intervals thereafter, a revised comprehensive plan containing the required information to the extent available and (3) within thirty (30) months following the Lease Commencement Date, the full and complete comprehensive plan containing the required information listed in clauses (i)-(ix) of the preceding paragraph. (2) The comprehensive plan shall be subject to the approval of the Port Authority, as provided in this Section. The Lessee shall submit to the Port Authority for its written approval at annual intervals, on each anniversary of the Lease Commencement Date beginning with the third (3rd) anniversary thereof, during the term of the letting hereunder (or more frequently if desired by the Lessee or if reasonably requested by the Port Authority) a revised comprehensive consumer services plan, which shall contain the items of information enumerated in subparagraph (1) above. The Port Authority shall, after its receipt of a proposed revised comprehensive plan, advise the Lessee in writing of the Port Authority's approval, conditional approval or disapproval. In the event of disapproval or conditional approval, the reasons therefor shall be stated, and the Lessee may thereafter submit for Port Authority approval an appropriately modified proposed revised comprehensive plan. Unless and until a revised comprehensive plan shall have been approved by the Port Authority in the foregoing manner, the comprehensive plan previously approved and then in effect shall continue in effect. (c) After approval by the Port Authority of the Lessee's comprehensive plan for consumer services the Lessee shall pursue any one of (or a combination of) the following alternatives (each an "Alternative", collectively the "Alternatives"), in furtherance of the comprehensive plan for consumer services. (1) The Lessee shall enter into a written agreement with a subsidiary wholly-owned by the Lessee ("Related Entity") or with a concession manager which is not an Affiliate of the Lessee ("Non-Related Entity"; the Related Entity and Non-Related Entity being hereinafter referred to as the "Concession Manager"), either as an independent contractor or, alternatively, as a subtenant of the Lessee, to manage the Lessee's concession program at the Premises. The Concession Manager may be a retail asset manager or a developer. The Concession Manager shall thereafter enter into operating agreements with third parties, who shall operate as concession operators, providing products and services in concession spaces at the Premises ("Alternative 1"). Any such agreement with a Concession Manager, and all operating agreements entered into with third party operators, shall require the prior written consent of the Port Authority as described herein. The Lessee shall not finalize negotiations with any proposed Concession Manager, and the Lessee's Concession Manager shall not finalize negotiations with any proposed operator, until receipt of notice from the Port Authority that said arrangement is acceptable to the Port Authority, and any executed agreement with any proposed manager or operator, as applicable, shall not be effective until said manager or operator, as applicable, has entered into the appropriate contractual agreement with the Port Authority, in form and substance satisfactory to the Port Authority in its sole discretion which grants consent and approval to such Concession Manager, as follows: (a) among the Lessee, the Concession Manager, and the Port Authority and (b) among the Concession Manager, the third party operator, and the Port Authority to be consented to by the Lessee. Alternative 1 is more fully described in paragraph (k) of this Section. (2) The Lessee shall enter into direct agreements with each concession operator to provide products and services in Concession Areas at the Premises as part of the Lessee's concession program at the Premises ("Alternative 2"). The Lessee shall not finalize 233 negotiations with any operator until it has received notification from the Port Authority that said arrangement is acceptable to the Port Authority and any agreement the Lessee executes with any proposed operator shall not be effective until said operator has entered into the appropriate contractual agreement with the Port Authority, in form and substance satisfactory to the Port Authority in its sole discretion. (3) The Lessee shall enter into agreements for the operation of concessions at the Premises which evidence agreements other than those described in subparagraphs (c)(1), (c)(2) or (c)(4) of this Section ("Alternative 3"). It is acknowledged that an agreement whereby an unaffiliated third party of the Lessee is selected by the Lessee to both manage and operate a category or categories of concessions (e.g., food-and-beverage concessions (including restaurants and bars); retail concessions (including services such as currency services, ATMs, specialty retail, and newsstands)) shall fall within this Alternative 3. The Lessee shall not finalize negotiations with any Person under this subparagraph until it has received notification from the Port Authority that said arrangement is acceptable to the Port Authority and any agreement the Lessee executes with such Person shall not be effective until said third party has entered into the appropriate contractual agreement with the Port Authority, in form and substance satisfactory to the Port Authority in its sole discretion. (4) Only with the prior written consent of the Port Authority, the Lessee shall have the right to both manage and operate concessions, using its own employees, providing products and services in concession spaces at the Premises. The Lessee shall not enter into subleases or agreements with third parties to either manage or operate concessions under this Alternative ("Alternative 4"). Notwithstanding the privilege that may be granted to the Lessee by the Port Authority under this Alternative 4, the Port Authority must approve, in advance, all aspects of the Lessee's concessions program through the approval process set forth in connection with the comprehensive plan, described in this Section, including but not limited to the products and services to be provided as part of the concessions program. If and to the extent that the Lessee desires to cause any of its obligations under this Section to be performed by employees of a third party unaffiliated with the Lessee, the Lessee and the unaffiliated third party shall be obligated to obtain the prior written consent of the Port Authority, to be evidenced by Port Authority agreement; provided, however, that any such third party arrangement shall not qualify as, i.e., take the form of, any of the other Alternatives described in this Lease. The Lessee's obligations as a manager and operator of concessions shall be consistent with the terms of this Lease and shall be evidenced by a written agreement to be entered into between the Lessee and the Port Authority on terms acceptable to the Port Authority in its sole discretion, it being understood that nothing in this Section shall relieve the Lessee of its obligation to comply with all other terms and provisions of this Lease. (5) The Port Authority's approval of a comprehensive plan, or modifications thereto, shall in no way diminish the applicability of this paragraph (c). The effectiveness of the Lessee's agreement with a proposed manager or operator, and further agreements between the Lessee's Concession Manager and proposed operators shall be subject to the Port Authority's prior written consent, as contained in the aforesaid appropriate contractual agreement, and the Lessee's agreement as well as the Concession Manager's agreements shall state the same. The foregoing procedure will be followed throughout the term of the letting
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Consumer Services. (a) The Lessee shall use its best efforts to develop and operate at the Premises a premier world-class retail program that will support and advance the role of the Premises in providing a convenient and comfortable arrival to and departure from the Airport, consistent with the image and status of New York City as a foremost domestic gateway and America's ’s foremost international gateway. The Lessee's ’s retail program shall embody the Lessee's ’s full commitment to quality, value and customer service, evidence operations in accordance with the best industry practices, evidence compliance with the Port Authority's ’s maximum standards with regard to service, health, sanitation and safety, and evidence the Lessee's ’s full commitment to the maximum financial return to the Lessee and the Port Authority. A "“premier world-class" ” retail program is one that consistently scores within the top ten percent (10%) of industry-recognized surveys, including without limitation the International Airline Transport Association (IATA) 231 Airport Monitor and Port Authority-sponsored surveys, which contain evaluations or ratings of passenger terminal retail programs, or specific components thereof, of the same type or class.
(1) The Lessee acknowledges that various portions of the Premises will be utilized for consumer services and said portions which receive the concurrence of the Lessee and the Port Authority, as hereinafter provided, are herein referred to as the "“Concession Areas"”. Without limiting the provisions of Section 64 hereof entitled "“The Lessee's ’s Ongoing Affirmative Action, Equal Opportunity and Local Business Enterprises Commitment"”, the Lessee shall develop and submit to the Port Authority, in accordance with Authority within ninety (90) days of the schedule described in the second paragraph of this paragraph (b)(1), Effective Date for its approval a comprehensive plan for consumer services, setting forth, inter alia: (i1) the types of concessions to be placed there and the number of each type and size, designated location, and configuration of each concession, as well as the overall plan of the portions of the Premises designated for consumer service retail operations; (ii2) the minimum rentals/fees rentals required for each type of concession; (iii3) the structure and level of any common area maintenance fees, marketing fees, delivery fees, and utility recoveries (to the extent permitted) to be charged to concession operators ; (iv) the Lessee's plans to provide retail opportunities for Minority Business Enterprises and Women-owned Business Enterprises (as defined in Schedule E hereto); (v) the Lessee's quality and service standards and required hours of operation; (vi) the Lessee's specific plans to monitor and enforce the "Street Pricing" policy (defined in paragraph (f)(1) of this Section), quality and service standards and required hours of operation; (vii) any other basic business terms including, but not limited to, any mandatory investment and refurbishing requirements; (viii) a customer service program that incorporates the mission and vision of the Port Authority's Aviation Department as set forth in the Airport Standards Manual provided to the Lessee; and (ix) such other information as the Port Authority may deem appropriate to its review and determination if it will approve the proposed plan. The types of concessions to be placed in the Concession Areas shall include those set forth in Sections 74 through 79 hereof, and the Lessee agrees that it will at all times throughout the term of the letting hereunder keep said comprehensive plan updated and that said updated plan shall be submitted to and be subject to the continuing approval of the Port Authority. The Port Authority shall furnish to the Lessee guidelines including those set forth in the Airport Standards Manual to be utilized by the Lessee with respect to all matters affecting consumer services in the Concession Areas including the aforesaid Lessee's comprehensive plan. The Lessee agrees to meet and consult with the Port Authority, and provide representatives to meet and consult with the Port Authority and representatives of other airlines operating at the Airport, when requested to do so in order to discuss the Lessee's performance in meeting the standards required by paragraph (a) of this Section and its implementation of the Port Authority guidelines on matters affecting consumer services in the Concession Areas. The Lessee shall submit the comprehensive plan for consumer services in accordance with the following schedule: (1) within eighteen (18) months following the Lease Commencement Date, the required information to the extent available but in all events a comprehensive plan identifying the amount and location of the square footage to be allocated to consumer services in the Terminal, (2) within six (6) months after the expiration of eighteen (18) months following the Lease Commencement Date, and at six-month intervals thereafter, a revised comprehensive plan containing the required information to the extent available and (3) within thirty (30) months following the Lease Commencement Date, the full and complete comprehensive plan containing the required information listed in clauses (i)-(ix) of the preceding paragraph.
(2) The comprehensive plan shall be subject to the approval of the Port Authority, as provided in this Section. The Lessee shall submit to the Port Authority for its written approval at annual intervals, on each anniversary of the Lease Commencement Date beginning with the third (3rd) anniversary thereof, during the term of the letting hereunder (or more frequently if desired by the Lessee or if reasonably requested by the Port Authority) a revised comprehensive consumer services plan, which shall contain the items of information enumerated in subparagraph (1) above. The Port Authority shall, after its receipt of a proposed revised comprehensive plan, advise the Lessee in writing of the Port Authority's approval, conditional approval or disapproval. In the event of disapproval or conditional approval, the reasons therefor shall be stated, and the Lessee may thereafter submit for Port Authority approval an appropriately modified proposed revised comprehensive plan. Unless and until a revised comprehensive plan shall have been approved by the Port Authority in the foregoing manner, the comprehensive plan previously approved and then in effect shall continue in effect.
(c) After approval by the Port Authority of the Lessee's comprehensive plan for consumer services the Lessee shall pursue any one of (or a combination of) the following alternatives (each an "Alternative", collectively the "Alternatives"), in furtherance of the comprehensive plan for consumer services.
(1) The Lessee shall enter into a written agreement with a subsidiary wholly-owned by the Lessee ("Related Entity") or with a concession manager which is not an Affiliate of the Lessee ("Non-Related Entity"; the Related Entity and Non-Related Entity being hereinafter referred to as the "Concession Manager"), either as an independent contractor or, alternatively, as a subtenant of the Lessee, to manage the Lessee's concession program at the Premises. The Concession Manager may be a retail asset manager or a developer. The Concession Manager shall thereafter enter into operating agreements with third parties, who shall operate as concession operators, providing products and services in concession spaces at the Premises ("Alternative 1"). Any such agreement with a Concession Manager, and all operating agreements entered into with third party operators, shall require the prior written consent of the Port Authority as described herein. The Lessee shall not finalize negotiations with any proposed Concession Manager, and the Lessee's Concession Manager shall not finalize negotiations with any proposed operator, until receipt of notice from the Port Authority that said arrangement is acceptable to the Port Authority, and any executed agreement with any proposed manager or operator, as applicable, shall not be effective until said manager or operator, as applicable, has entered into the appropriate contractual agreement with the Port Authority, in form and substance satisfactory to the Port Authority in its sole discretion which grants consent and approval to such Concession Manager, as follows:
(a) among the Lessee, the Concession Manager, and the Port Authority and (b) among the Concession Manager, the third party operator, and the Port Authority to be consented to by the Lessee. Alternative 1 is more fully described in paragraph (k) of this Section.
(2) The Lessee shall enter into direct agreements with each concession operator to provide products and services in Concession Areas at the Premises as part of the Lessee's concession program at the Premises ("Alternative 2"). The Lessee shall not finalize 233 negotiations with any operator until it has received notification from the Port Authority that said arrangement is acceptable to the Port Authority and any agreement the Lessee executes with any proposed operator shall not be effective until said operator has entered into the appropriate contractual agreement with the Port Authority, in form and substance satisfactory to the Port Authority in its sole discretion.
(3) The Lessee shall enter into agreements for the operation of concessions at the Premises which evidence agreements other than those described in subparagraphs (c)(1), (c)(2) or (c)(4) of this Section ("Alternative 3"). It is acknowledged that an agreement whereby an unaffiliated third party of the Lessee is selected by the Lessee to both manage and operate a category or categories of concessions (e.g., food-and-beverage concessions (including restaurants and bars); retail concessions (including services such as currency services, ATMs, specialty retail, and newsstands)) shall fall within this Alternative 3. The Lessee shall not finalize negotiations with any Person under this subparagraph until it has received notification from the Port Authority that said arrangement is acceptable to the Port Authority and any agreement the Lessee executes with such Person shall not be effective until said third party has entered into the appropriate contractual agreement with the Port Authority, in form and substance satisfactory to the Port Authority in its sole discretion.
(4) Only with the prior written consent of the Port Authority, the Lessee shall have the right to both manage and operate concessions, using its own employees, providing products and services in concession spaces at the Premises. The Lessee shall not enter into subleases or agreements with third parties to either manage or operate concessions under this Alternative ("Alternative 4"). Notwithstanding the privilege that may be granted to the Lessee by the Port Authority under this Alternative 4, the Port Authority must approve, in advance, all aspects of the Lessee's concessions program through the approval process set forth in connection with the comprehensive plan, described in this Section, including but not limited to the products and services to be provided as part of the concessions program. If and to the extent that the Lessee desires to cause any of its obligations under this Section to be performed by employees of a third party unaffiliated with the Lessee, the Lessee and the unaffiliated third party shall be obligated to obtain the prior written consent of the Port Authority, to be evidenced by Port Authority agreement; provided, however, that any such third party arrangement shall not qualify as, i.e., take the form of, any of the other Alternatives described in this Lease. The Lessee's obligations as a manager and operator of concessions shall be consistent with the terms of this Lease and shall be evidenced by a written agreement to be entered into between the Lessee and the Port Authority on terms acceptable to the Port Authority in its sole discretion, it being understood that nothing in this Section shall relieve the Lessee of its obligation to comply with all other terms and provisions of this Lease.
(5) The Port Authority's approval of a comprehensive plan, or modifications thereto, shall in no way diminish the applicability of this paragraph (c). The effectiveness of the Lessee's agreement with a proposed manager or operator, and further agreements between the Lessee's Concession Manager and proposed operators shall be subject to the Port Authority's prior written consent, as contained in the aforesaid appropriate contractual agreement, and the Lessee's agreement as well as the Concession Manager's agreements shall state the same. The foregoing procedure will be followed throughout the term of the lettingsublessees;
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