DRAFT 02/09/98

OHIO TURNPIKE COMMISSION

Resolution Authorizing Modifications to Contract TR-8B, Unit 3 and Contract TR-8B,

Units 1, 2 and 5 at the Great Lakes and Towpath Service Plazas

WHEREAS, pursuant to Resolution No. 53-2003, adopted on December 15, 2003, the

Commission awarded Contract TR-8B to HMSHost Tollroads, Inc. (“HMSHost”) of

Bethesda, Maryland for the operation of Unit 3 (Burger King) at the Great Lakes and Towpath

Service Plazas; and

WHEREAS, pursuant to said Resolution, HMSHost was awarded the remainder of the

Contract that had previously been awarded to the Compass Group for the operation of Unit 3, but

which the Compass Group could not fulfill; and

WHEREAS, the initial term of the Contract was seven years, with the possibility of five,

five-year renewals at the sole discretion of the Commission, with the first term of the Contract

expiring on June 16, 2009; and

WHEREAS, HMSHost has requested renewal of the Contract, but only if the terms of the

Contract can be modified to stem financial losses it is incurring from operation of the Burger

King units at the Great Lakes and Towpath Service Plazas; and

WHEREAS, a brief extension of Contract TR-8B Unit 3 was entered into so that

discussions could be conducted with HMSHost regarding the financial terms of the Contract,

during which Commission staff also expressed the Commission’s desire that Contract TR-8B,

Unit 3 be made coterminous with Contract TR-8B Units 1, 2 and 5 (Starbucks, Pizza Hut/KFC

and Travel Mart) and that there be one blended revenue sharing (rental) rate by HMSHost for all

four units; and

WHEREAS, the end result of these discussions was agreement by the parties as follows:

• The two Contracts for all four units will be made coterminous with a new

expiration date of March 11, 2014, with the possibility of four additional five-

year terms beyond this first extension;

• All guaranteed minimum rents for the four units will be aggregated;

• The rental rate will be reduced from 12% for the Burger King unit and

increased from 10% for the Starbucks, Pizza Hut/KFC and Travel Mart units

to a blended rate for all four units of 10.5% of sales;

• The Common Area Maintenance (“CAM”) Fees for Unit 3 Burger King will

be reduced to 7.5% of the total CAM for the Plazas;

• In exchange for HMSHost extending the operating hours for Unit 1 Starbucks

to midnight (and 2:00 a.m. in the busy seasons) and adding seating to this

unit, the Common Area Maintenance (“CAM”) Fees for the unit will be

reduced to 3% of the total CAM for the Plazas, and the price cap raised to

12.5%; and

WHEREAS, the Commission has been pleased with the services rendered by HMSHost

at all four units it operates at the Great Lakes and Towpath Service Plazas; and

WHEREAS, the Commission’s Chief Engineer, Director of Contracts Administration and

Director of Service Plaza Operations have extensively reviewed the proposed contract

modifications, and believe that they are reasonable in light of their view that losing the Burger

King unit at this time would result in a far less favorable revenue sharing bid for said 24-hour

quick-serve operation at the Great Lakes and Towpath Service Plazas; and

WHEREAS, the Commission’s Director of Contracts Administration has advised the

Executive Director that the Commission has full authority to enter into the modified proposed

Contract extension with HMSHost for the operation of Unit 3, Burger King, and further to

modify the rental rates and CAM fees for Units 1, 2 and 5 (Starbucks, Pizza Hut/KFC and Travel

Mart); and

WHEREAS, the Executive Director has considered the recommendations of the Chief

Engineer, and the Director of Contracts Administration and concurs that the Commission should

agree to the modified terms for Contract TR-8B Unit 3 and Contract TR-8B, Units 1, 2 and 5;

and

WHEREAS, the Commission has duly considered such recommendations.

NOW, THEREFORE, BE IT

RESOLVED that the Commission hereby authorizes and directs the Executive Director

and Director of Contracts Administration to execute the Contract extension with HMSHost

Tollroads, Inc. of Bethesda, Maryland for Contract TR-8B, Unit 3 (Burger King) in accordance

with the aforementioned modifications to said Contract, and further to execute an addendum to

Contract TR-8B, Units 1, 2 and 5 (Starbucks, Pizza Hut/KFC and Travel Mart), also in

accordance with the aforementioned modifications.

(Resolution No. 28-2009 adopted September 21, 2009)