Experience L Sample Letter for Retail Store Manager

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					REQUEST FOR PROPOSALS # RFP-PB-07-5

        RETAIL CONCESSION

                AT

PALM BEACH INTERNATIONAL AIRPORT
                                            TABLE OF CONTENTS
1.        OVERVIEW ............................................................................................................ 1
2.        CONCESSION AGREEMENT OBJECTIVES ........................................................ 2
3.        DEFINITIONS......................................................................................................... 3
4.        GENERAL INFORMATION .................................................................................... 6
5.        SCOPE................................................................................................................... 7
     A.   Concession Opportunity......................................................................................... 7
     B.   General Requirements........................................................................................... 7
     C.   Retail Concession General Terms ....................................................................... 12
     D.   Special Conditions ............................................................................................... 14
6.        DESCRIPTION OF RETAIL CONCESSIONS ...................................................... 16
     A.   Leasable Space and Concepts ............................................................................ 16
     B.   Hours of Operation............................................................................................... 17
7.        INSTRUCTIONS TO PROPOSERS..................................................................... 19
     A.   General Information ............................................................................................. 19
     B.   Interpretation of Proposal Document ................................................................... 22
8.        PROPOSAL FORMAT ......................................................................................... 24
     A.   Cover Letter and Covenant to Execute Agreement.............................................. 24
     B.   Exceptions to the Draft Concession Agreement .................................................. 24
     C.   Proposer’s Background, Experience, and Financial Capability ............................ 24
     D.   Proposal Response Form .................................................................................... 27
     E.   Concept Development ......................................................................................... 27
     F.   Designs, Materials, and Capital Investment......................................................... 28
     G.   Financial Projections............................................................................................ 29
     H.   Operations and Maintenance Plan....................................................................... 29
     I.   Proposed Management, Staffing, and Training.................................................... 30
     J.   Marketing and Promotions Plan ........................................................................... 30
     K.   DBE Participation................................................................................................. 31
     L.   Ineligible Proposers ............................................................................................. 31
     M.   Proposal Guarantee............................................................................................. 31
     N.   Return of Proposal Guarantee ............................................................................. 32
     O.   Response Preparation Costs ............................................................................... 32
9.        MANDATORY PRE-PROPOSAL CONFERENCE ............................................... 33
  A.      Questions and Mandatory Pre-Proposal Conference Schedule........................... 33
  B.      Facility Tours ....................................................................................................... 34
10.       SOLICITATION PROCESS .................................................................................. 35
  A.      Proposal Evaluation and Selection Process ........................................................ 35
  B.      Agreement Award ................................................................................................ 37

LIST OF EXHIBITS/APPENDICES
Exhibit A − Historical Enplanements 2006-2001
Exhibit B − Historical Retail Concession Sales
Exhibit C − Existing Airline Locations
Exhibit D − Layout Plan for Existing Concession Program
Exhibit E − Lease Outline Drawings

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Request for Proposals
Retail Concession
Palm Beach International Airport
Exhibit F    − Forecast Enplanements 2006-2015
Exhibit G    − Tenant Design Guidelines

Appendix A      – Proposal Checklist
Appendix B      – Proposal Response Form
Appendix C      – Draft Concession Agreement
Appendix D      – Mandatory Pre-Proposal Conference Notice
Appendix E      – Staple Items List
Appendix F      – DBE Participation Form
Appendix G      – County Policy, PPM-F-055
Appendix H      – Selection Criteria/Scoring Instructions
Appendix I      – Public Entity Crimes Statement
Appendix J      – Disclosure of Ownership Interests Form




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Request for Proposals
Retail Concession
Palm Beach International Airport
1.      OVERVIEW

This Request for Proposals (“RFP”) is issued by Palm Beach County, a political
subdivision of the State of Florida (“County”), by and through its Department of Airports
(“Department”) and Property and Management Division. The County is seeking an
experienced retail concessionaire to operate and manage the retail concessions at Palm
Beach International Airport (the “Airport”) located in Palm Beach County, Florida. The
Airport is owned by the County and operated by the Department. Located along the
southeast coast of Florida, Palm Beach County is the largest county southeast of the
Mississippi River.

The Airport is classified as a medium hub airport and ranks as the 56th busiest airport in
North America, enplaning over 3.5 million passengers annually. The Airport is located
approximately 2.5 miles from downtown West Palm Beach and 3.5 miles west of Palm
Beach.

Nineteen (19) domestic and international airlines currently serve the Airport with 216
scheduled commercial flights arriving and departing daily. Commercial air carriers that
offer service from the Airport include Air Canada, AirTran, American, ComAir,
Continental, Delta, JetBlue, Northwest, Southwest, Spirit, United, USAirways,
BahamasAir, Gulfstream and WestJet. The Airport has 25 aircraft gates. On February
28, 2006, the Board of County Commissioners approved a contract for construction of
three (3) additional gates for Concourse C, anticipated to be completed by
approximately November 2007.

There will be a Mandatory Pre-Proposal Conference on May 30, 2007 at 10:00 a.m.
The Pre-Proposal Conference will be held in the Main Conference Room located in the
Department of Airports Building 846 at the Palm Beach International Airport. The
purpose of the Pre-Proposal Conference will be to discuss the requirements and
objectives of this RFP, review the future concourse expansion and concession plans,
answer questions, provide a networking opportunity for prospective Proposers and
Sublessees, and tour the existing concession facilities.       Airport management
representatives will be available to answer questions.

The Department requests all prospective Proposers to return the Mandatory Pre-
Proposal Conference Notice attached to this RFP as Appendix D by facsimile or mail
by May 23, 2007 for pre-meeting planning purposes.




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Request for Proposals
Retail Concession
Palm Beach International Airport
2.      CONCESSION AGREEMENT OBJECTIVES

Proposers will be expected to meet or exceed the following goals and objectives of the
County throughout the term of the Concession Agreement to be awarded:

       Provide store designs that are attractive to the customers, complementary to the
       base building architecture, and reflective of Palm Beach County and the
       Florida region
       Offer a merchandise mix that meets the needs of the Airport customers,
       providing both convenience and gift products that vary with changing trends and
       customer wants and needs
       Price Staple Items at Street Prices to ensure that the Airport users receive high
       quality products at fair prices and are not deterred from making purchases at the
       Airport
       Provide excellent customer service so that passengers feel welcome in the
       stores and restaurants and are promptly served
       Ensure that the operating hours are targeted to passenger traffic schedules




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Request for Proposals
Retail Concession
Palm Beach International Airport
3.     DEFINITIONS

The definitions set forth in this Section 3.0, Definitions, apply to this RFP when
capitalized herein.

Addendum or Addenda – Written or graphic instrument issued prior to Proposal opening
that clarifies, corrects or changes this RFP or the Draft Concession Agreement.
Annual Rent – The greater of the Minimum Annual Guarantee or Percentage Rent.
Airport – The Palm Beach International Airport.
Airport Police – The Palm Beach County Sheriff’s Office.
Board of County Commissioners – The Palm Beach County Board of County
Commissioners.
Airport Director – The Director of the County’s Department of Airports and his or her
designee.
Beneficial Occupancy – The date proposed by the Selected Proposer for completion of
build out for all concession units located within the Leased Premises. In no event shall
the proposed date for Beneficial Occupancy be later than October 1, 2009. The
Selected Proposer will be expected to commence payment of Annual Rental on the
proposed date of Beneficial Occupancy whether or not build out has been completed.
Business Day – Any day, other than a Saturday, a Sunday or a County holiday.
Concession Agreement – A written agreement between the County and the Selected
Proposer providing for the non-exclusive right to operate a retail concession within the
Terminal at certain designated locations.
County – Palm Beach County, a political subdivision of the State of Florida.
Day – A calendar day of 24 hours measured from midnight to the next midnight.
Deadline – The deadline for the submittal of Proposals for this RFP is June 15, 2007
2007 at 3:00 p.m. local time, or such extended or modified date as established by the
County, in its sole discretion, by Addendum to this RFP.
Department – The County’s Department of Airports.
Disadvantaged Business Enterprise (DBE) – A small business enterprise that has been
certified by the Palm Beach County Department of Airports or the Florida Unified
Certification Program as a disadvantaged business enterprise as defined in 49 CFR,
Part 23.
Draft Concession Agreement – The Retail Concession Agreement attached to this RFP
as Appendix C.
Exception – A Proposer's non-acceptance of a particular term of the Draft Concession
Agreement; a request for modifications to the Draft Concession Agreement; or the
request to include additonal terms and/or conditions in the Draft Concession

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Request for Proposals
Retail Concession
Palm Beach International Airport
Agreement. All Exceptions to the Draft Concession Agreement must be specifically
identified in the Proposal.
Existing Concessionaire – The Paradies Shops and its successors or assigns.
Existing Units – Units MT1, MT2, MT3, MT4, B1, B2, C1, and C2, as more particularly
identified in the Draft Concession Lease.
Gross Receipts – The term Gross Receipts has the meaning ascribed to it in the Draft
Concession Agreement.
Leased Premises – Unit C3, the Existing Units and Office and Storage Space, as more
particularly identified in the Draft Concession Lease.
Lease Year – A twelve (12) month period commencing on the date of Beneficial
Occupancy and each twelve (12) month period thereafter.
Minimum Annual Guarantee – The minimum annual amount of rent the Selected
Proposer will pay for the privilege of operating retail concessions at the Airport. This
term is further defined in the Draft Concession Agreement.
Minimum Qualifications – The minimum standards that have been established by the
County that must be satisfied by the Proposer as a precondition to further consideration
of the Proposal.
Monthly Percentage Rent – Rent based on a percentage of monthly Gross Receipts.
The percentage shall be the same percentage proposed for Percentage Rent.
Office and Storage Space – MT-S-1, MT-S-2, MT-S-3 and MT-S-4, as more particularly
identified in the Draft Concession Agreement.
Proposed Transition Plan – a written plan for the transition of the retail concession
operations from the Existing Concessionaire and a schedule for build out of the Leased
Premises, including any proposed temporary facilities, to ensure that quality,
uninterrupted retail concession services are available in the Terminal throughout the
term of the Concession Agreement. Construction of each concession unit shall be
completed within 90 days of the start of construction. Proposers shall be required to
submit a final Transition Plan in accordance with the Draft Concession Agreement.
Percentage Rent – Rent based on a percentage of annual Gross Receipts that the
Selected Proposer will pay under the Concession Agreement in the event the
Percentage Rent exceeds the Minimum Annual Guarantee. This term is further defined
in the Draft Concession Agreement.
Pre-Proposal Conference – A mandatory conference following the issuance of the
Request for Proposals, attended by potential Proposers for the purpose of clarification
of the RFP requirements and the RFP evaluation and selection process.
Proposal – The documents submitted by each Proposer pursuant to the terms of this
RFP.
Proposal Expiration Date – The date and time a final Concession Agreement is fully
executed by all parties or one hundred eighty (180) days after the Deadline for Proposal

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Request for Proposals
Retail Concession
Palm Beach International Airport
submission, whichever comes first. All Proposals submitted under this RFP shall
remain effective and subject to acceptance until the Proposal Expiration Date.
Proposer – The individual or entity submitting a response to this RFP.
Purchasing Code – Sections 2-52, 2-54 through 2-56 and 2-58 of Chapter 2, Article III,
Division 2, Part A, of the Palm Beach County Code, which are hereby incorporated
herein by reference. In accordance with the Palm Beach County Real Property,
Acquisition, Disposition and Leasing Ordinance, the County has elected to utilize the
procurement and protest procedures set forth in the above-referenced sections of the
Purchasing Code for this RFP. By responding to this RFP, all Proposers agree the
procedures set forth in the Purchasing Code (as defined herein) are applicable to this
RFP and shall comply with said procedures, including the procurement and protest
procedures.
Shell – Concession space that provides operators with minimum conditions for build out
by the Selected Proposer.
Selected Proposer – The individual or entity recommended for award of the Concession
Agreement by the Selection Committee. There shall be one Selected Proposer for the
retail concessions.
Selection Committee – the committee established to evaluate responsive Proposals in
accordance with the requirements of this RFP.
Staple Items – The items identified in Appendix E to this RFP. The list of Staple Items
may be amended from time to time by the Department.
Street Prices – The average price of items of like size and quality sold at retail outlets in
Palm Beach County. Street Prices for printed materials shall be the price listed on the
inside or outside cover of the materials.
Street Pricing Policy – A pricing policy that specifies that the prices of Staple Items shall
not exceed Street Prices.
Tenant Design Guidelines – Design standards as set forth in the Tenant Design
Guidelines attached to this RFP as Exhibit G.
Terminal – The passenger terminal building located at the Airport, including the Main
Terminal, Concourses A, B, and C and all related pre- and post-security locations.




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Request for Proposals
Retail Concession
Palm Beach International Airport
4.      GENERAL INFORMATION

Exhibits attached to this RFP are furnished for informational purposes only and should
not be construed as a guarantee of business to be generated. Data provided to
prospective Proposers shall in no way relieve a Proposer from the responsibility of
determining for itself the business potential of the proposed retail concession program.

       •   Exhibit A summarizes total enplanements at the Airport from FY 2001 through
           FY 2006, by airline and concourse

       •   Exhibit B presents the gross receipts generated by the existing retail
           concession program at the Airport, by unit, concourse, and year from FY 2004
           through FY 2006

       •   Exhibit C presents the existing airline gate assignments at the Airport

       •   Exhibit D provides a plan of the existing Airport concession program noting
           the retail concession locations

       •   Exhibit E provides a plan of the future retail concession locations to be leased
           hereunder

       •   Exhibit F provides the forecast enplanements for 2006 through 2015

       •   Exhibit G provides the Tenant Design Guidelines

In the Proposer's analysis of Airport activity, it is important to keep in mind that airline
gate assignments and passenger activity and distribution are subject to change due to a
variety of reasons, including:

       •   Airline relocations
       •   Airline strikes
       •   Airport construction and reconfiguration
       •   Changes in airline traffic
       •   Airport security requirements
       •   Other economic factors impacting airline travel patterns




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Request for Proposals
Retail Concession
Palm Beach International Airport
5.      SCOPE

A.     Concession Opportunity

This RFP offers the opportunity to design, construct, operate, and manage retail
concessions at the Airport. One Concession Agreement for retail concessions will be
awarded under this RFP. The concession units included in the Concession Agreement
and the dates such units are anticipated to become available are listed in Section 6,
Description of Retail Concessions. Proposals for less than all of the units included in
the Draft Concession Agreement will not be considered. The County reserves the right
to modify the spaces allocated under this RFP in its sole discretion.

There are a total of approximately 13,624 square feet of leasable concession space and
approximately 3,303 square feet of storage and office space included in this opportunity.
The concession units and desired concepts are described in Section 6, Description of
Retail Concessions.

In addition to the retail locations, the Selected Proposer will be allocated support space
for offices and storage in the Terminal. This space is also described in Section 6,
Description of Retail Concessions.

B.     General Requirements

       1.      Minimum Qualifications

       All Proposers that desire to be considered for the retail Concession Agreement
       must have a minimum of five (5) years prior experience in the marketing,
       development, operation, and management of retail concessions at airports,
       transportation facilities, shopping centers, or downtown areas. Additionally, all
       Proposers must have experience within the last five (5) years in the marketing,
       development, operation and management of retail concessions at no less than
       one (1) airport with enplanements of at least one million (1,000,000) passengers
       annually. Retail operations must be of similar or larger size and scope to that
       planned for the Airport in terms of square footage and sales volume.

       The proposed Percentage Rent must meet or exceed the minimum Percentage
       Rent specified below in Section 5. C. 3., Percentage Rent.

       Proposals must specifically identify each and every proposed Exception to the
       terms and conditions of the Draft Concession Agreement.

       Proposals not meeting the submittal requirements set forth in this RFP may be
       considered non-responsive and be excluded from consideration in the selection
       process.
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Request for Proposals
Retail Concession
Palm Beach International Airport
       2.      Process, Objectivity and Clarifications

       Proposers, including any subsidiaries or affiliates, are limited to the submission of
       one Proposal for retail concessions under this RFP.

       The County reserves the right to modify, amend, or withdraw RFP documents at
       any time prior to the date and time specified for receipt of Proposals.

       Requests for interpretation, clarification or correction of RFP documents should
       be made in writing by May 18, 2007 to Jeremy Perusse at the Palm Beach
       County Department of Airports. His mailing address and contact information are:

                       Jeremy Perusse
                       Department of Airports
                       846 Palm Beach International Airport
                       West Palm Beach, FL 33406-1407
                       Telephone: (561) 471-7421
                       Fax No:     (561) 471-7427
                       Email:      jperusse@pbia.org

       Any question or issue that necessitates changes to the RFP or the documents
       distributed with the RFP will be the subject of a written Addendum distributed to
       all potential Proposers who are recorded attendees of the mandatory Pre-
       Proposal Conference.

       3.      DBE Participation

       In accordance with regulations of the U.S. Department of Transportation, 49 CFR
       Part 23, Subpart C, the County Airport has implemented a disadvantaged
       business enterprise (DBE) concession plan for the Airport under which qualified
       firms may have the opportunity to operate or participate in the operation of an
       airport business. A DBE goal of at least 25%, as measured by total estimated
       annual gross receipts, has been established for the retail concessions.
       Proposers shall take all necessary and reasonable steps to achieve this goal.

       DBE participation may be in the form of one or more subleases, joint ventures,
       partnerships, or other legal arrangements meeting the eligibility standards in 49
       CFR Part 23, Subpart C. In the event that the Proposer qualifies as a DBE, the
       goal shall be deemed to have been met.

       If the Proposer is unable to achieve the DBE goal stated herein, the Proposer
       shall provide documentation in its Proposal demonstrating that it took all
       necessary and reasonable steps in attempting to do so.


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Request for Proposals
Retail Concession
Palm Beach International Airport
       Proposers shall submit information concerning the DBE firm(s) that will
       participate in the retail concession on the DBE Participation Form, attached
       hereto as Appendix F, which includes:

       •    Name and address of each firm
       •    The percentage of participation proposed for each DBE named
       •    Description of the legal arrangement(s) underlying each DBE’s participation
       • Total overall estimated annual gross receipts to be earned by the Proposer in
       the event it is the Selected Proposer
       •    Description of the performance measures to evaluate the DBE’s participation
       Only DBE firms certified by the Palm Beach County Department of Airports
       or the Florida Unified Certification Program by the Deadline shall be
       counted toward the DBE goal. It can take up to ninety (90) days to become
       certified as a DBE with the Palm Beach County Department of Airports. It is the
       responsibility of the Proposer to confirm the certification of any proposed DBE. It
       is recommended that Proposers contact the Airport’s DBE Office at (561) 471-
       7447 to verify certification. The DBE Participation Form should be executed by
       an authorized representative of each DBE named.

       4.      Capital Investment, Development, and Depreciation

       The Leased Premises will be provided in its “as-is” condition without any
       warranties or representations of any kind or nature, including appropriate utility
       access to all in-line locations. For the newly constructed space in Concourse C
       (Unit C3), the County shall provide concrete slab flooring, finished ceiling within
       the Terminal, and appropriate utility access.

       The Selected Proposer shall plan, design, and build out, at its sole cost, the
       concession locations in accordance with the Tenant Design Guidelines provided
       in Exhibit G. Some demolition of existing facilities shall also be required.

       Unless otherwise approved by the County in accordance with the Concession
       Agreement, the Selected Proposer shall invest a minimum of:

       • Three million, four hundred six thousand dollars ($3,406,000) for the initial
       build out of the retail concession locations identified in this RFP. The initial build
       out of concession locations shall be completed within ninety (90) days of the start
       of construction (of each unit).
       • Three hundred forty thousand, six hundred dollars ($340,600) for the first (1st)
       mid-term refurbishment to occur during the fifth (5th) year of the Concession
       Agreement
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Request for Proposals
Retail Concession
Palm Beach International Airport
       • Three hundred forty thousand, six hundred dollars ($340,600) for the second
       (2nd) mid-term reburbishment to occur within the tenth (10th) year of the
       Concession Agreement
       • All costs and expenses necessary to maintain the concession locations in an
       attractive and inviting condition

       Prior to construction, the Selected Proposer must comply with all plan submittal
       requirements as outlined in the Tenant Design Guidelines and obtain County
       approval of facility designs and finish materials for all tenant improvements. The
       Selected Proposer shall comply with all applicable accessibility requirements in
       the Americans with Disabilities Act and in all other Federal, State, and Local
       Government laws and regulations.

       Proposers shall be responsible for reviewing all of the information provided in this
       RFP, at the Pre-Proposal Conference and in any Addenda. Proposers shall
       understand the location of each facility to be developed, the shell or existing
       conditions with which the Selected Proposer must work, the utilities to be
       provided and their points of connection, and any other base building issues that
       could affect the build-out of retail units. The County shall not make any
       adjustments to any financial terms or build-out requirements after Concession
       Agreement award and a failure by any Proposer to not fully understand the
       circumstances surrounding facility development and the capital investment
       required shall not constitute grounds for changing any of the terms of the
       Concession Agreement.

       For purposes of expiration or early termination of the Concession Agreement, the
       depreciation for fixed capital improvements shall be calculated on a straightline
       basis over the term of the Concession Agreement, with a zero value at the end of
       the Concession Agreement term (as more fully detailed in the Draft Concession
       Agreement). The County shall not pay for or buy out unamortized improvements
       at the end of the Concession Agreement term. Mid-term refurbishment
       improvements must also be fully depreciated by the end of the Concession
       Agreement term. In the event the Selected Proposer terminates the Concession
       Agreement early due to default by the County, damages shall be limited to the
       remaining value of the fixed capital improvements based on the straightline
       depreciation calculation as set forth above. Certain costs, including the cost of
       inventory, smallwares, softcosts, costs of doing business, and lost profits, shall
       be excluded from the calculation of fixed capital investments and are not
       recoverable upon expiration of the Concession Agreement or early termination
       thereof due to default or termination for convenience by the County.




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Request for Proposals
Retail Concession
Palm Beach International Airport
       5.      Security

       The Selected Proposer shall comply with all Airport security regulations as
       prescribed by 49 CFR Part 1542, and agree to employ such measures as are
       necessary to prevent or deter the unauthorized access of persons or vehicles
       into the secure area of the Airport. The Selected Proposer shall comply with
       Transportation Security Regulation Part 1542 (Airport Security) and Airport
       security policies as presently outlined in the Airport Security Plan, as such Plan
       may be amended from time to time. The Selected Proposer shall pay any
       forfeitures or fines levied upon it, the County, or the Airport through enforcement
       of Transportation Security Regulation Part 1542, or any other applicable federal,
       state or local regulation, due to the acts or omissions of the Selected Proposer,
       their employees, agents, suppliers, invitees or guests and for any attorney fees
       or related costs paid by the County as a result of any such violation.

       The Selected Proposer shall abide by rules and regulations adopted by the
       County in carrying out the County’s obligations under Aviation Security
       Regulations and Directives for the proper identification of persons and vehicles
       entering the air operations area and other security measures as the County
       deems necessary from time to time. The Selected Proposer shall obtain Airport
       identification badges for all personnel working in restricted areas, which will
       require each worker to complete the Airport ID Card Application Form, available
       from the Airport Security Office. The applicant must submit his/her fingerprints
       for a criminal history check, for which the current cost is $35.00. The cost shall
       be the responsibility of the applicant. The cost may be modified by the County
       from time to time.

       Pursuant to applicable federal regulations, the Selected Proposer shall conduct
       an annual self-audit of County access media, such as keys and access cards,
       used by the Selected Proposer, their employees, agents, suppliers, invitees,
       sublessees or guests. The Selected Proposer shall provide the County with a
       written report of said audits and shall replace, reset or re-key, as appropriate, all
       affected Airport area access locks or devices whenever missing, lost, or stolen
       access media exceed five (5) percent of the access media issued for the affected
       lock or device.

       The Selected Proposer shall create a Tenant Security Program (TSP) in
       coordination with the Palm Beach International Airport Security Program (ASP)
       and the Airport Security Coordinator (ASC). The TSP shall be submitted to the
       Transportation Security Administration (TSA) and, upon approval, will make the
       Selected Proposer a regulated party of the TSA, in accordance with 49 CFR
       1542. Additionally, the Selected Proposer will comply with rules, practices,
       security restrictions and regulations as set forth by the County or any agency
       having jurisdiction at the Airport. Any fines assessed against the County as a

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Request for Proposals
Retail Concession
Palm Beach International Airport
       result of the Selected Proposer’s failure to comply with the provisions of this
       paragraph or other intentional or negligent acts or omissions of the Selected
       Proposer, their employees or agents will be paid promptly, upon demand, to the
       County by the Selected Proposer.

       All employees assigned by the Selected Proposer shall be physically able to do
       their assigned work. The County shall have complete control over granting,
       denying, withholding or terminating security clearance for said employees.
       Clearance is required for all employees upon being hired or assigned to the
       Airport. The Selected Proposer shall not permit any employee to begin work until
       the Airport Security Office grants clearance to each individual employee.
       The Selected Proposer’s employees shall identify, challenge, and report all
       unauthorized personnel (anyone without proper Airport-issued identification) to
       the Airport Police.

C.     Retail Concession General Terms

       1.      Term

       The term of the Concession Agreement for: (i) Unit C3 shall commence on or
       about October 1, 2007, and (ii) the Existing Units and Office and Storage Space
       shall commence on October 1, 2008. The term of the Concession Agreement
       shall expire thirteen (13) years from Beneficial Occupancy, unless terminated
       earlier as provided for in the Concession Agreement. The County shall have no
       liability to the Selected Proposer if the Concession Agreement commencement
       date is delayed due to construction or for other reasons beyond the County’s
       control. Notwithstanding the foregoing, Proposers acknowledge that County may
       require the Selected Proposer to commence retail concession operations in the
       the Existing Units prior to October 1, 2008, as further detailed in the Draft
       Concession Agreement.

       Proposers should note that the Existing Units and Office and Storage Space are
       under lease to the Existing Concessionaire until October 1, 2008.                  No
       representation or warranty is being given by County as to when the Existing
       Concessionaire will vacate the Existing Units and Office and Storage Space. In
       the event the County is unable to provide the Selected Proposer with possession of
       the Existing Units and Office and Storage Space on or before October 1, 2008, the
       full extent of the Selected Proposer’s damages and remedies against the County
       for any delay in obtaining possession of the Existing Units and Office and Storage
       shall be an abatement of rental for those concession units, which are unavailable
       for build out due to the Existing Concessionaire’s failure to vacate, until such time
       as the County delivers possession of such concession units to the Selected
       Proposer.

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Request for Proposals
Retail Concession
Palm Beach International Airport
       2.      Monthly Rent

       Prior to Beneficial Occupancy, the Selected Proposer shall pay the County
       Monthly Percentage Rent. After Beneficial Occupancy, the Selected Proposer
       shall be obligated to pay Annual Rent as further detailed in the Draft Concession
       Agreement.

       3.      Percentage Rent

       A minimum Percentage Rent of fifteen percent (15%) of annual Gross Receipts is
       established in this RFP. Proposers may propose a higher amount, if they desire.
       In the event the proposed Percentage Rent exceeds twenty one percent (21%) of
       annual Gross Receipts, the Proposer shall submit supporting information from an
       existing facility verifying that the proposed Percentage Rent can be supported
       while maintaining reasonable profitability and acceptable service and quality
       levels. Proposers may also propose Percentage Rent(s) that increases with
       sales volume. In no event, however, may any Percentage Rent proposed be less
       than the minimum Percentage Rent set forth above. A reduction in the
       Percentage Rent will not be renegotiated during the term of the Concession
       Agreement.

       4.      Minimum Annual Guarantee

       The Minimum Annual Guarantee for the first Lease Year shall be $1,350,000.

       The Minimum Annual Guarantee shall be adjusted annually as follows:

       1)    For the second Lease Year, the Minimum Annual Guarantee will be ninety
       percent (90%) of the Annual Rent for the first Lease Year, or the Minimum
       Annual Guarantee for the first Lease Year, whichever is higher
       2)     For the third Lease Year and each Lease Year thereafter, the Minimum
       Annual Guarantee will be adjusted to ninety percent (90%) of the Annual Rent for
       the preceding Lease Year, or the Minimum Annual Guarantee for the preceding
       Lease Year, whichever is higher

       5.      Pricing Policy

       The Selected Proposer shall sell Staple Items for no more than Street Prices.
       The Department may amend the list of Staple Items from time to time upon prior
       written notice to Selected Proposer.




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Palm Beach International Airport
       6.      Utilities

       The County shall provide the Leased Premises with heat and air conditioning to
       keep the Leased Premises at temperatures comparable to temperatures within
       the Terminal.

       The County shall provide utilities as outlined in the Draft Concession Agreement
       and the Selected Proposer shall make such connections as required and
       permitted by building code. At no time shall the Selected Proposer’s use of the
       utilities supplied exceed the capacity of the systems servicing the Leased
       Premises.

       The Selected Proposer agrees to pay for all utilities it uses, including deposits,
       installation costs, and service charges. No such payment of utilities shall
       constitute a payment of rent or credit against any other amount due under this
       Concession Agreement. Meters for the utilities shall be provided by the Selected
       Proposer. In the event meters are impractical, the Department shall cause a
       monetary estimate of annual utility consumption to be prepared, which shall be
       payable monthly and adjusted from time to time by the County based on
       increases in utility rates.

       7.      Incumbent Employees

       The Selected Proposer shall offer job interviews to the employees of the Existing
       Concessionaire for employment to commence after the expiration of the Existing
       Concessionaire’s retail concession agreement with the County and give good
       faith consideration to hiring such employees if they are qualified for job openings
       in the Selected Proposer’s enterprise under the Concession Agreement.

D.     Special Conditions

       1.      Airport Environment

       To operate successfully in an airport environment, the Selected Proposer must
       meet and adjust to challenges that generally do not exist in a non-airport,
       downtown, or shopping center environment. Some of the challenges are listed
       below:

       • Airport customers are primarily airline passengers traveling with carry-on
       luggage and in some cases baggage carts. Facilities must be designed to
       accommodate passengers and their luggage.
       • Customers have a limited amount of time to spend in the retail shops and
       therefore must be served quickly.        This constraint must be taken into
       consideration when point of sale areas are developed.

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       • Airport concessions must be open 365 days a year, without exception, with
       extended operating hours. Concessionaires must provide a minimum level of
       staffing, but must also ensure that staffing levels reflect the peaks and
       fluctuations in daily passenger traffic.
       • Deliveries to the terminal must be made in accordance with County delivery
       policies and times at designated delivery locations
       • Deliveries must be scheduled for hours that do not conflict with the Airport's
       peak traffic times
       •    The Terminal is a non-smoking facility

       2.      Customer Services

       The Selected Proposer must accept at least three major credit/debit cards and
       travelers’ checks for any purchase. The Selected Proposer must offer product
       shipping to anywhere within the United States and, preferably, overseas.
       Customers shall be offered a handled bag for all purchases. Proposers may
       propose to offer boxes and gift wrapping. Gift wrapping services are encouraged
       during the Christmas holidays.

       3.      RFP Schedule

       The County intends to generally follow the solicitation and award schedule shown
       below. The County reserves the right to extend or change any of the dates
       referenced in this RFP, in its sole discretion.


Task                                                   Prospective Date(s)
RFP Issued                                             May 8, 2007
Pre-Proposal Conference                                May 30, 2007
Proposal Due Date                                      July 12, 2007
Oral Presentations and Selection Committee Meeting     August 1-2, 2007




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Palm Beach International Airport
6.      DESCRIPTION OF RETAIL CONCESSIONS

A.     Leasable Space and Concepts

The following space will be included in the Leased Premises under the Concession
Agreement to be awarded as a result of this RFP process. Proposers shall provide
detail regarding their concepts and product lines for each facility. Proposers should
consider proposing facility concepts, brands, and product lines, including newsstands,
bookstores, sporting goods stores, apparel shops, family retail shops, Florida shops,
accessories and jewelry shops, and shops selling both newsstand items and a limited
selection of pre-packaged food and beverages. The sale of prepared coffee and
chewing gum is not permitted. The sale of food and beverages shall also be prohibited,
with the exception of pre-packaged food items (such as refridgerated pre-packaged
sandwiches and pre-packaged snack items such as bag potato chips, nuts, crackers,
etc…) and canned and bottled beverages (such as canned or bottled soda, water or
juice). The Department may require the removal of any food items determined by the
Department, in its sole discretion, to violate the requirements of the Concession
Agreement. Proposers may consider building out dual concepts within a single facility,
especially in concourse locations.

                               Table 6.1   Leased Premises
                              Unit No.    Leasable Sq. Ft.*
                              MAIN TERMINAL, PRE-SECURITY
                                MT1             1,024
                                MT2             3,638
                                MT3             1,010
                                MT4             2,132
                              CONCOURSE B, POST-SECURITY
                                B1               687
                                B2              1,437
                              CONCOURSE C, POST-SECURITY
                                C1              1,307
                                C2               389
                                C3              2,000

* NOTE: A maximum of 40% of the leasable space can be used for news and sundries.

In addition to the foregoing concession locations, the Selected Proposer will be
allocated the Office and Storage Space, as more particularly described in Table 6.2
below, at no additional rent. The Selected Proposer may be able to lease additional
storage and office space at the office/storage rental rate that is effective at the time the
Concession Agreement commences. The office rental rate is currently $59.34 per

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Palm Beach International Airport
square foot and the storage space rental rate is currently $51.92 per square foot; both
rates are subject to annual adjustment on October 1 of each year.

                       Table 6.2 Office and Storage Space
                                                                     Approximate
           Unit No.                    Location
                                                                     Area (Sq. Ft.)
            MT-S-1         Main Terminal, Pre-Security, Level 2           1,455
            MT-S-2         Main Terminal, Pre-Security, Level 2            414
            MT-S-3         Main Terminal, Pre-Security, Level 2            261
            MT-S-4         Main Terminal, Pre-Security, Level 2           1,173

B.     Hours of Operation

The following table sets forth the anticipated minimum hours of operation. The Selected
Proposer will be required to operate at such hours as deemed necessary by the
Department to provide a high level of service to the traveling public. The hours of
operation may be modified from time to time upon prior written notice from the
Department to the Selected Proposer.

                       Table 6.2      Minimum Hours of Operation
                   Unit Locations                         Minimum Hours of Operation
           Main Terminal, Pre-Security                 4:30 a.m. to 11:00 p.m., every day
          *All Concourses, Post-Security               4:30 a.m. to 9:30 p.m., every day
*These units must be open and ready to serve customers when the security screening checkpoint
opens.


All locations shall remain open to accommodate flight delays that are expected to last
more than one-half hour to serve the Airport customers.

The following chart shows the daily departures by time interval for a sample Winter day
in February 2006 and a sample Summer day in July 2006.




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Palm Beach International Airport
                                                       Passenger Traffic Flow
                                                            By Season
                                   4,000
            Departing Passengers
                                   3,500
                                                                                                Summer
                                   3,000
                                                                                                Winter
                                   2,500
                                   2,000
                                   1,500
                                   1,000
                                     500
                                      0
                                           6:00am-   9:00am - 11:00am - 2:00pm - 4:31pm -
                                           8:59am    10:59am 1:59pm 4:30pm        9:30pm



Other characteristics of the Airport and its passengers include:

                                   O&D Traffic                                95%
                                   Purpose of Trip                        80% Leisure
                                                                         20% Business
                                   Meeters & Greeters            10% of passengers are met by
                                                                meeter/greeters within the terminal
       _________________________________
       Source: “2005 Departing Passenger Survey” conducted by CH2M Hill, Ricondo & Associates,
       Inc., and Quest Corporation of America, Inc.




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Palm Beach International Airport
7.      INSTRUCTIONS TO PROPOSERS

A.      General Information

       1.      Consideration

       Proposers should review the following instructions carefully prior to preparing and
       submitting a Proposal and provide all of the information required under the terms
       of this RFP.

       All Proposals shall remain in effect and subject to acceptance by the
       County until the Proposal Expiration Date. By submission of its Proposal,
       the Proposer agrees that, if it is the Selected Proposer, it shall enter into a
       Concession Agreement in substantially the same form as the Draft
       Concession Agreement, amended only by County-approved Exceptions
       thereto as expressly set forth in its Proposal as submitted or as thereafter
       negotiated prior to award of the Concession Agreement.

       Any Concession Agreement arising out of Proposals submitted hereunder
       (including any negotiations that follow) shall not be binding on the County
       unless and until it is approved by the Board of County Commissioners and
       executed by the parties thereto. No County employee or County
       Department has been delegated the authority to approve the Concession
       Agreement on behalf of the Board of County Commissioners.

       Information contained in the RFP documents is for informational purposes only.
       The County does not warrant the accuracy of such information and any use
       thereof without independent verification is solely at the risk of Proposers.

       Notwithstanding any provision of this RFP to the contrary, the County reserves
       the right to postpone the Proposal submittal due date or to withdraw this RFP, or
       portions of this RFP, at any time.

       2.      Irregularities

       A Proposal will be considered irregular and may be rejected if it is improperly
       executed or fails to satisfy the submittal reqirements set forth herein.
       Notwithstanding any provision of this RFP to the contrary, the County reserves
       the right, at its sole discretion, to waive any non-material informalities or
       irregularities in a Proposal. Notwithstanding the foregoing, the County will not:

       • Waive the requirement that a Proposal, complete in all material respects, be
       received by the County by the time and date specified for receipt thereof; and

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Palm Beach International Airport
       • Consider any Proposal that does not conform in all material respects to the
       terms of this RFP, including an express commitment by the Proposer to execute
       the Concession Agreement in substantially the same form as that included with
       the RFP, amended only by County-approved Exceptions thereto as expressly set
       forth in the Proposal as submitted or as thereafter negotiated prior to award of
       the Concession Agreement

       The County reserves the right to request clarification of information submitted in
       any Proposal, to require additional information from any Proposer, or to reject
       any or all Proposals for any reason and to re-advertise or postpone the RFP
       process for the Concession Agreement.

       3.      Public Document

       Proposals will be considered public records. A Proposer must clearly designate
       any information submitted with a Proposal that it claims is not subject to
       disclosure as a public record.

       Proposers shall specifically identify any documents or materials which Proposer
       believes to be a trade secret as defined in Section 812.081, Florida Statutes.
       Upon receipt of a public records request for any documents or materials that
       have been identified as trade secrets, the County shall make a determination as
       to whether the documents or materials are trade secrets as defined in Section
       812.081, Florida Statutes. Upon the County’s determination that the documents
       are or are not a trade secret, the County will endeavor to notify the Proposer of
       its decision prior to disclosure. The County’s obligations as to the disclosure or
       non-disclosure of trade secrets is determined by Florida law and the County will
       reject any additional conditions imposed by a Proposer in its Proposal.

       Notwithstanding the foregoing, Proposers acknowledge and agree by submitting
       a Proposal in response to this RFP that the County shall have no liability for
       inadvertent or mandated disclosure of information submitted with a Proposal.

       4.      Execution

       Proposals shall be executed in the name of the entity actually proposing to
       perform under the Concession Agreement. The Proposal shall bear the
       signature of an officer authorized to sign for the entity, and the printed or
       typewritten name of the signing officer and office held. Evidence of the authority
       of the signer must be attached to the submitted Proposal, in the form of a
       corporate resolution, partnership affidavit or other similar authorization. In the
       event of a partnership or a joint venture Proposal, authorized representatives of
       each participant must sign the Proposal.


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       5.      Contact Information

       The name of the Proposer, mailing address, telephone number, email address
       and fax number of the Proposer shall be typed or printed on the first page of the
       Proposal.

       Proposals shall be submitted to the County in a sealed package to the
       address below. In addition, the outside of the package in which the
       Proposal is submitted shall contain the information listed below:


       Proposer Name:
       Address:
       Phone No.:
       E-mail:
       Fax:

       Palm Beach County
       Board of County Commissioners
       Department of Airports
       846 Palm Beach International Airport
       West Palm Beach, FL 33406-1407
       RFP No.: RFP-PB-07-5
       Title: Retail Concession Proposal

       Except as otherwise provided for herein, hand-delivered proposals may be
       delivered to the above address on Business Days between the hours of 8:30
       a.m. and 5 p.m. Proposers are responsible for informing any commercial
       delivery services, if used, of all delivery requirements and for insuring that the
       required address information appears on the outside of the package used by
       such services.

       County will receive Proposals at the above address until the Deadline of
       3:00 p.m., local time, July 12, 2007. The County reserves the right to
       postpone the Deadline for Proposal submission.

       No Proposal may be withdrawn after it has been submitted to the County unless
       the Proposer so requests in writing and the request is received by Jeremy
       Perusse before the Deadline for receiving Proposals. Submission of a Proposal
       under this RFP shall constitute an agreement by the Proposer that the Proposal
       will remain a valid offer subject to acceptance for One Hundred and Eighty (180)
       Days after the Deadline for submission of Proposals.



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Request for Proposals
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Palm Beach International Airport
       6.      Proposal Document

       Each Proposer shall submit one (1) unbound original and nine (9) bound copies
       of its Proposal. The Proposal shall include all of the information required under
       this RFP and shall be in typeface no smaller than 12 point font. Proposers shall
       also submit an electronic copy of the Proposal on CD in pdf or similar format.

B.     Interpretation of Proposal Document

       1.      Discrepancies and Clarifications

       If discrepancies or omissions are found in this RFP by any prospective Proposer
       or there is doubt as to the meaning of any part of this RFP, a written request for
       clarification or interpretation shall be submitted by May 18, 2007 to Jeremy
       Perusse at the Palm Beach County Department of Airports. His mailing address
       and contact information are:

                       Jeremy Perusse
                       Department of Airports
                       846 Palm Beach International Airport
                       West Palm Beach, FL 33406-1407
                       Telephone: (561) 471-7421
                       Fax No:     (561) 471-7427
                       Email:      jperusse@pbia.org

       Except during the Pre-Proposal Conference, explanation(s) desired by
       Proposer(s) regarding the meaning or interpretation of this RFP must be
       requested from the contact person, in writing (letter, fax, or email), as described
       above. Proposers are advised that from the date of release of this RFP until
       award of the Concession Agreement, no contact with County personnel related to
       this RFP is permitted, except as authorized by the contact person and/or in
       conjunction with scheduled Proposer activities. Any such unauthorized contact
       shall not be used as a basis for responding to this RFP, and may result in the
       disqualification of the Proposer’s Proposal.

       Any change, clarification or interpretation of the RFP or Draft Concession
       Agreement shall not be effective unless it is made by written Addendum. A copy
       of each Addendum will be mailed, emailed, or delivered to all potential Proposers
       who are recorded attendees of the mandatory Pre-Proposal Conference. Any
       Addenda issued are to be considered part of this RFP document. Where there
       appears to be a conflict between this RFP and any Addendum, the last
       Addendum shall prevail. It is the responsibility of each Proposer to assure
       receipt of all Addenda to this RFP. Proposers should verify with the contact


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Palm Beach International Airport
       person listed in this Section that they have received all Addenda prior to
       submitting a Proposal.

       2.      Lobbying – “Cone of Silence”

       Proposers are advised that the “Palm Beach County Lobbyist Registration
       Ordinance” prohibits a Proposer or anyone representing the Proposer from
       communicating with any Commissioner or Commissioner’s staff, regarding its
       proposal i.e., a “Cone of Silence.” The “Cone of Silence” is in effect from the
       date and time of the deadline for submission of the proposal, and terminates at
       the time the Board of County Commissioners (“Board”), or a County Department
       authorized to act on behalf of the Board, awards or approves a Concession
       Agreement, rejects all proposals, or otherwise takes action, which ends the
       solicitation process. The exceptions to the “Cone of Silence” specifically include
       Concession Agreement negotiations during any public meeting; Concession
       Agreement negotiations between any County Employee and the intended
       Selected Proposer; public presentations made to the Board; or any written
       correspondence at any time with any Employee, County Commissioner, Advisory
       Board Member, or Selection Committee Member unless specifically prohibited by
       the applicable competitive solicitation process.




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Request for Proposals
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Palm Beach International Airport
8.      PROPOSAL FORMAT

A Proposal submitted in response to this RFP shall consist of the documents and
sections set forth below. A set of tabs to identify each part of the Proposal shall be
inserted to facilitate quick reference. Each section of the Proposal shall be clearly
labeled as set forth below and shall be presented in the following order.

A.     Cover Letter and Covenant to Execute Agreement

       Proposer shall submit a cover letter of no more than two pages stating the
       following:

       •       Name in which the Proposer would enter into the Concession Agreement
       •       Identification of the RFP that is the subject of the Proposal
       •       Proposer’s contact person and his or her telephone number, facsimile
               number, and email address
       •       Statement that the Proposer shall execute a Concession Agreement in
               substantially the same form as the Draft Concession Agreement included
               with this RFP, amended only by Exceptions thereto as expressly set forth
               in the section entitled Exceptions to the Draft Concession Agreement, or
               as such Exceptions are negotiated prior to award of the Concession
               Agreement
       •       Other general information that the Proposer desires to include as an
               introduction to the Proposal
       •       The cover letter should be executed in accordance with Section 7. A. 4.,
               Execution

B.     Exceptions to the Draft Concession Agreement

Proposer shall include a list of proposed Exceptions to the terms of the Draft
Concession Agreement, if any. Each Exception shall be individually set forth with
reference to the Draft Concession Agreement provision involved, the nature of the
Exception and an explanation of the Exception, including proposed substitutions and/or
modifications in language. The only provisions of the Draft Concession Agreement that
the County will consider negotiating are those specifically identified as Exceptions in the
Proposer’s Proposal. Proposers should note that the County shall no obligation
whatsoever to accept any proposed Exceptions to the Draft Concession Agreement.

C.     Proposer’s Background, Experience, and Financial Capability

Proposer shall include all of the following information in the Proposal in the order listed.
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Request for Proposals
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Palm Beach International Airport
       1.      Organization

       • Description of proposing organization (i.e., corporation, LLC, partnership, joint
       venture or sole proprietorship) along with the following information, depending on
       the organization structure:

                      If a corporation, attach the Articles of Incorporation
                      If an LLC, attach the Articles of Organization
                      If a partnership, attach a copy of the Partnership Agreement
                      If a joint venture, list date of organization, attach a copy of the joint venture
                      agreement, indicate if the joint venture has done business in Florida and
                      where
                      If a sole proprietorship, list all business names under which such proprietor
                      has done business during the last five (5) years, address(es), how long in
                      business, social security number, and whether registered or authorized to
                      do business in Florida

       ● Complete and attach Disclosure of Ownership Interests Form attached
       hereto as Appendix J

       2.      Organization Background and Experience (not to exceed 15 pages)

       • Include a brief history of the company(ies). Note any changes in company
       name(s) and ownership structure(s) and any other names under which the
       company(ies) has (have) been doing business. Describe current operations as
       they exist today.

       • Provide descriptions of between five (5) and ten (10) of the organization’s
       operations most relevant to those being proposed, which are responsive to the
       minimum experience requirements set forth in Section 5.0, B. 1., Minimum
       Qualifications. For these relevant operations, list the square footage
       occupied, gross sales for the last three (3) years, enplanements for those
       years (if an airport property), average sales per transaction, minimum
       annual guarantee obligations, percentage rent obligations, actual rent paid,
       term of lease (including commencement and expiration dates), capital
       investment (broken down into initial buildout and refurbishments, if
       applicable) and photographs (if available). Also provide the names,
       addresses and telephone numbers of the landlords or property managers
       for each of these operations.

       • Provide the name, location and date of any of the Proposer's leases that have
       been terminated either voluntarily or involuntarily, within the past five (5) years.


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Request for Proposals
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Palm Beach International Airport
       Provide an explanation of the reason(s) for termination and a contact name and
       telephone number for the landlord.

       • List any judgments or lawsuits currently pending against the Proposer or any
       lawsuit filed against or judgment offered against Proposer within the last ten (10)
       years. Also list any lawsuits filed by Proposer in the last ten (10) years.

       • List any affiliate of Proposer engaged in similar business activities and any
       corporation with a direct or controlling interest in the Proposer, and any
       subsidiary corporation in which the Proposer has a controlling interest and any
       affiliates thereof

       3.      Financial Background

       Proposers shall submit the following historical financial information for the
       proposing entity and any joint venture or affiliate entities:

       • Partnerships/Individuals: Balance sheet and income statements for the last
       two (2) fiscal years prepared in accordance with generally accepted accounting
       principles (GAAP), reflecting the current financial condition of the partners or
       individuals submitting the Proposal, also including an interim balance sheet and
       income statement of any significant financial events occurring subsequent to the
       closing date of the most recent financial statements. The two (2) most recent
       completed IRS tax returns.
       • Public Corporations: Previous two year’s annual reports for the proposing
       entity
       • Private Corporations: Previous two years’ CPA-prepared and certified
       financial statements

       In addition, Proposers shall provide the following information:

       • A statement declaring whether Proposer has ever declared bankruptcy, filed a
       petition in any bankruptcy court, filed for protection from creditors in bankruptcy
       court, or had involuntary proceedings filed in bankruptcy court and the status of
       each occurrence

       • Names, addresses, and telephone numbers of at least three (3) credit
       references, including at least one (1) banking reference

       The County reserves the right to request additional financial information from any
       Proposer.



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Palm Beach International Airport
       If a Proposer submits financial statements for a parent company and is therefter
       awarded the Concession Agreement, the parent company shall be required to
       also execute the Concession Agreement and be bound jointly with the
       Proposer/subsidiary to the obligations of the Concession Agreement. A parent
       company shall submit an acknowledgement of this obligation in the Proposal in
       the form of a resolution of the governing body of the parent company authorizing
       the obligations of the Concession Agreement to be awarded.

D.     Proposal Response Form

Proposer shall submit the Proposal Response Form, attached hereto as Appendix B.

The Proposal Response Form shall include:

       •   Proposed Percentage Rent (in an amount not less than fifteen percent (15%))
       •   Signature of the Proposer’s Chief Financial Officer certifying that the rent
           proposal includes a financial offer that is supportable throughout the term of
           the Concession Agreement to be awarded
       •   Proposed date of Beneficial Occupancy (which may be no later than October
           1, 2009)
       •   Proposed capital investment for the initial build out of the concession
           locations (in an amount not less than $3,406,000)
       •   Proposed capital investment for first mid-term refurbishment (in an amount
           not less than $340,600)
       •   Proposed capital investment for the second mid-term refurbishment (in an
           amount not less than $340,600)

E.     Concept Development

All Proposers shall submit the following information in sufficient detail to clearly define
the proposed concepts and to allow them to be distinguished from those of other
Proposers.

Proposed concepts and product lines to satisfy the requirements described in Section 6,
Description of Retail Concessions.

       •   Specific concept descriptions for each assigned facility or part of facility and
           how they would be incorporated into the Airport program, including any
           temporary facilities
       •   Proposed store names

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       •   Merchandise mix, including a list of proposed merchandise for each concept
           (including the number of newspaper and periodical titles to be carried in each
           news facility), list of any pre-packaged food items and canned or bottled
           beverages, and the price ranges for each type of merchandise item. Also
           describe the product mix that would be sold out of temporary facilities.
       •   A description of any unique attributes of the proposed concepts
       •   The percentage of store selling area that would be allocated to each product
           category

F.     Designs, Materials, and Capital Investment

Proposers shall submit in this section the following preliminary plans for each
permanent concession location made available under the Concession Agreement,
providing enough detail so that the Selection Committee can properly evaluate the
design and quality of the materials proposed:

       •   Preliminary renderings of the proposed concepts that are a representative
           illustration of the designs and sufficient to show the exterior and interior
           concepts, proposed color schemes, and graphics. In the case where a
           Proposer intends to virtually duplicate an existing concept that the Proposer
           has developed elsewhere, the Proposer may substitute pictures or
           photographs of an existing facility for the renderings.
       •   A floor plan of each unit (not concept) should be provided, indicating locations
           for product lines, cash/wrap counter, and selling area versus back-of-house
           area. Please also indicate the square footage to be allocated to selling
           versus back-of-house areas.
       •   Proposed Transition Plan

Renderings (or photographs) and floor plans may not exceed 11" by 17" and must be
bound within the Proposal.

Proposers shall submit a financial plan and indicate the sources of funding to be used
for tenant improvements and working capital, including the following:

       •   Estimated costs for the initial build-out and mid-term refurbishment
           improvements     (separately),    delineating  expenses    for   leasehold
           improvements, furniture, fixtures, equipment, and design, engineering, and
           construction management costs
       •   Estimated working capital support
       •   Sources of funding


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With respect to temporary facilities proposed for use prior to completion of build out of
the concession locations, Proposer shall in this section also provide sketches of the
proposed temporary facilities or photographs of similar temporary facilities, including
information regarding color schemes, signage, and graphics. Also provide a plan
indicating the manner in which the temporary facilities are to be moved, serviced, and
stocked.

G.     Financial Projections

Under this tab, Proposer shall submit a financial proforma indicating the following for
each year of the Concession Agreement:

       •   Anticipated gross sales by concession location, merchandise category for
           dual-concept locations, advertising and promotions if applicable
       •   Expenses by line item
       •   General and administrative costs
       •   Debt service

Proposers shall include in this section data and information indicating the expected rent
to be paid to the County for each year of the Concession Agreement and demonstrating
that the Percentage Rent, as proposed, can be supported by the projected revenue
stream without sacrificing the quality or service of the operations. Proformas shall be
evaluated by the County for reasonableness, demonstrated understanding of the
proposed Concession Agreement, viability of the proposed operations and financial
offer, and ability to fund the operation.

In the event that the proposed Percentage Rent is greater than twenty one
percent (21%) of annual Gross Receipts, Proposers shall submit in this section of
the Proposal a Profit and Loss Statement from an existing facility supporting the
higher proposed Percentage Rent and indicating that reasonable profitability,
product quality, and acceptable service standards can be achieved.

A statement from the company CFO or CEO certifying the accuracy of the financial
information must accompany Profit and Loss Statements from existing operations.

H.     Operations and Maintenance Plan

In this tabbed section, Proposer shall submit an operation and maintenance plan
containing sufficient information to allow the County to evaluate the plan for daily and
ongoing operations, including but not limited to maintenance, deliveries and trash
removal, inventory stocking and storage, pest control, janitorial services, and cash
control system, including the make, model, and capabilities of cash registers and point
                                                                                      29
Request for Proposals
Retail Concession
Palm Beach International Airport
of sale equipment. For deliveries and trash removal, indicate the times of day such
tasks are designated to occur and the staffing levels at those times to ensure continued
operations in the concession location, if occuring during operating hours. For ongoing
maintenance and cleaning, include information as to whether the maintenance and
cleaning will be performed by in-house personnel or an outside contractor, and
proposed response times for maintenance issues. Also include a proposed plan to
monitor the facilities for cleanliness and maintenance, including any checklist to be
developed and an explanation of the manner in which the list would be addressed in
practice.

I.     Proposed Management, Staffing, and Training

Under this tab, Proposers shall submit the following information regarding the proposed
management and organizational structure, staffing plan, and management and staff
training and incentive programs.

       •   Organizational chart illustrating the reporting relationships between corporate
           and on-site management and between all on-site staff
       •   Staffing and management schedule for each unit to cover the estimated hours
           of operation, including the number of employees by staff level. Indicate
           whether the operating hours exceed or match the minimum hours of operation
           stated in this RFP
       •   Resumes for the proposed on-site General Manager, regional manager, and
           any other key management or culinary staff, as appropriate
       •   Labor and training practices, including a brief description of customer service
           training program or any other training program unique to the concept that will
           be used by Proposer for the Airport facility
       •   Brief description of any employee incentive program(s) that will be initiated at
           the Airport facilities to monitor, measure, promote, and reward sales and
           customer service
       •   Description of the management and staffing responsibilities of the proposed
           DBE participant(s), including resumes for management personnel
       •   Description of the proposed employee dress code or uniform by location

J.     Marketing and Promotions Plan

Proposer shall submit sufficient information to allow the County to evaluate the
marketing and promotions plan for its proposed Airport retail concessions.

       •   Describe the analysis conducted to determine the concepts, brands,
           merchandise, and product lines incorporated in this Proposal
                                                                                        30
Request for Proposals
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Palm Beach International Airport
       •   Describe the research to be used to monitor customer satisfaction with the
           concepts, merchandise, and product lines selected for the program
       •   Describe your corporate customer service philosophy. Identify how that
           philosophy will be applied in the Airport program. There is no need to repeat
           any employee incentive programs described in the Proposed Management,
           Staffing, and Training Plan in this section.
       •   Describe the on-airport promotions to be employed at the Airport if awarded
           the Concession Agreement

K.     DBE Participation

Proposers shall include in this section of the Proposal the information required under
Section 5. B. 3., DBE Participation, on the form attached hereto as Appendix F. If this
information is not included in the Proposal, the Selection Committee will assume that
the Proposer has obtained no DBE participation.

L.     Ineligible Proposers

A person or affiliate who has been placed on the State of Florida convicted vendor list
following a conviction for a public entity crime may not submit a Proposal for a period of
thirty-six (36) months from the date of being placed on the convicted vendor list.
Proposers shall complete and return a sworn Public Entity Crimes Statement in the
form attached hereto as Appendix I with their Proposal.

M.     Proposal Guarantee

Included with each Proposal shall be a Proposal Guarantee in the form of a surety bond
or a cashier's or certified check, money order, or an irrevocable letter of credit, which
satisfied the requirements of the County’s policy for accepting letters of credit, made
payable to Palm Beach County in an amount equal to one hundred thousand dollars
($100,000) (“Proposal Guarantee”). The County’s policy for accepting letters of credit is
attached hereto as Appendix G. If the Proposal Guarantee is in the form of a surety
bond, the bond shall be issued by a surety company authorized to do business in the
State of Florida and rated at least an A or A+. Monetary Proposal Guarantees shall be
deposited into a bank account held by the County and any interest earned thereon shall
accrue to the County.

The Proposal Guarantee required hereunder shall warrant that the Proposer’s Proposal
will not be withdrawn prior to the Proposal Expiration Date, except as provided herein,
and that, if the Proposer is the Selected Proposer, it shall within thirty (30) Days of
written notice of selection, execute and deliver to the County a Concession Agreement
in substantially the form as the Draft Concession Agreement included herein, subject
only to Exceptions clearly noted in its Proposal, along with proof of insurance and
                                                                                    31
Request for Proposals
Retail Concession
Palm Beach International Airport
performance guarantee required under the Concession Agreement. In the event
Proposer breaches such warranty, Proposer shall be liable to the County in the amount
of its Proposal Guarantee as liquidated damages and its Proposal shall, at the option of
the County, be rejected.

The County shall have the right, in its sole discretion, to extend the time by which the
Selected Proposer shall deliver the signed Concession Agreement, proof of insurance,
and performance guarantee to the County.

N.     Return of Proposal Guarantee

The Proposal Guarantee will be returned without interest to the unsuccessful Proposers
immediately following execution of a Concession Agreement between the County and
the Selected Proposer. The Proposal Guarantee of the Selected Proposer shall not be
released until after the executed Concession Agreement has been delivered to the
County along with the proof of insurance and performance guarantee required under the
Concession Agreement.

O.     Response Preparation Costs

Neither the County nor its representatives shall be liable for any expenses incurred in
connection with the preparation of a Proposal in response to this RFP. Proposer(s)
understand that this RFP does not constitute a contract between any Proposer and the
County and any negotiations undertaken by any County employees shall not create any
binding obligations on the County, its officers, employees, representatives or agents.




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Request for Proposals
Retail Concession
Palm Beach International Airport
9.      MANDATORY PRE-PROPOSAL CONFERENCE

A.     Questions and Mandatory Pre-Proposal Conference Schedule

The County has scheduled a mandatory Pre-Proposal Conference on May 30, 2007 at
10:00 a.m. The Pre-Proposal Conference will be held in the Main Conference Room
located in the Department of Airports Building 846 at the Palm Beach International
Airport. The purpose of the Pre-Proposal Conference will be to discuss the
requirements and objectives of this RFP, review the future Terminal and concession
plans, answer questions, provide a networking opportunity for prospective Proposers
and Sublessees, and tour the existing concession facilities. Airport management
representatives will be available to answer questions.

       Note: Attendance at the Pre-Proposal Conference is mandatory. A
       Proposer’s failure to attend and/or to send a representative to the
       Pre-Proposal Conference shall result in the disqualification of the
       Proposer’s proposal. All interested parties shall sign an attendance
       sheet at the Pre-Proposal Conference. Those arriving after the
       attendance sheets have been collected shall not be considered to be
       in attendance for purposes of the Pre-Proposal Conference.

The Department is requesting prospective Proposers return the Pre-Proposal
Conference Notice attached to this RFP as Appendix D by facsimile or mail by May
23, 2007.

Proposers shall submit any questions concerning this RFP on or before May 18, 2007.
Prospective Proposers may send questions by courier, facsimile, email, or regular mail.
Questions may also be submitted at the Pre-Proposal Conference. Whenever
submitted, all questions pertaining to the RFP shall be submitted in writing to:

               Jeremy Perusse
               Department of Airports
               846 Palm Beach International Airport
               West Palm Beach, FL 33406-1407
               Telephone: (561) 471-7421
               Fax No:     (561) 471-7427
               Email:      jperusse@pbia.org

During the Pre-Proposal Conference, representatives from the County will attempt to
answer all written questions. Any changes in the requirements of this RFP will be made
by Addendum to this RFP. All questions submitted, their answers, and a list of
conference attendees shall be provided to each conference attendee.


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Request for Proposals
Retail Concession
Palm Beach International Airport
B.     Facility Tours

The County will conduct tours of the existing retail concessions at the Airport on May
30, 2007 as part of the Pre-Proposal Conference. This will be the only guided tour of
the facilities and the only opportunity for prospective Proposers to see the Terminal and
concession areas beyond security.




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Request for Proposals
Retail Concession
Palm Beach International Airport
10.    SOLICITATION PROCESS

A.     Proposal Evaluation and Selection Process

       1.      Late Proposals

       Any Proposal received after the Proposal submittal Deadline or submitted to a
       location other than the location specified in this RFP will not be opened by the
       County.

       2.      Evaluation of Proposals

               A.      Determination of Responsiveness

               Proposals will be reviewed first by the Department to determine if each
               Proposer has submitted the required information and met all submittal and
               proposal requirements as set forth in this RFP.

               B.      Selection Committee Meeting/Oral Presentations

               The Selection Committee shall meet in public session to evaluate all
               Proposals determined to be responsive by the Department. Each
               Proposer will be required to make an oral presentation to the Selection
               Committee and will be allowed a maximum of fifteen (15) minutes to make
               its oral presentation. Oral presentations shall be limited to clarifying and
               further detailing the content of the Proposal submitted and to providing
               answers to the Selection Committee’s questions.             The Selection
               Committee will not consider alternative or new Proposals made during oral
               presentations; therefore, each written Proposal submitted should contain
               the Proposer’s best offer. Proposers are urged to ensure that their written
               Proposals contain all necessary information for the Selection Committee
               to fairly and accurately evaluate each Proposal.

               C.      Raw Scoring/Individual Selection Committee Member Ranking

               The Selection Committee shall score each Proposal by reviewing the
               Proposal against the evaluation criteria listed in Section 10 A. 3.,
               Evaluation Criteria.     Selection Committee members may not assign
               equal total scores to Proposals (i.e., each Proposal must be assigned a
               varying number of total points). Each Selection Committee member shall
               rank the Proposals based upon the total score assigned to each Proposal
               by such member. The Proposal with the highest total score will be ranked
               first (1st) by each member, the Proposal with the next highest score will be


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Request for Proposals
Retail Concession
Palm Beach International Airport
               ranked second (2nd) by each member and so on until all Proposals have
               been ranked.

               D.      Final Scoring and Ranking

               After each Selection Committee member has ranked all of the Proposals,
               the individual Selection Committee members’ rankings for each Proposal
               shall be totaled to establish an overall total score for each Proposal. The
               Proposal with the lowest total score will be ranked first (1st), the Proposal
               with the next lowest total score will be ranked second (2nd) and so on until
               all Proposals have been ranked.

               In the event of a tie, the Proposal that received the most first (1st) place
               rankings from the individual Selection Committee members will receive the
               higher rank. In the event a tie remains, the Proposal with highest raw
               score based upon the total number of points assigned by all Selection
               Committee members will receive the higher rank.

               After the Selection Committee has established a final ranking for all the
               Proposals, the Selection Committee will review the rankings and make its
               recommendation for award of the Concession Agreement to the Proposer
               whose Proposal was ranked first (1st). After the conclusion of the
               selection process, the County may elect to enter into negotiations with the
               Selected Proposer.

               E.      Negotation Process/Rights Reserved

               If, for any reason, the Concession Agreement cannot be awarded to the
               Selected Proposer or the County determines, in its sole discretion, that it
               is unable to negotiate a Concession Agreement with the Selected
               Proposer, the County may elect to commence negotiations with the next
               highest ranked Proposer. This process may continue until a Concession
               Agreement has been executed or all Proposers have been rejected.
               Proposers shall not have any rights against the County, its officers,
               employees or agents arising from negotiations. Negotiations shall be
               limited to negotiation of Exceptions proposed by the Selected Proposer in
               its Proposal.

               Notwithstanding any provision of this RFP to the contrary, the County, in
               its sole discretion, shall have the right to reject any and all, or parts of any
               and all, Proposals; readvertise this RFP; postpone or cancel this RFP
               process; and/or waive any minor irregularities in this RFP or the Proposals
               received as a result of this RFP. In addition, the Board of County
               Commissioners may reject any Proposal prior to award.

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Request for Proposals
Retail Concession
Palm Beach International Airport
       3.      Evaluation Criteria

       Proposals received will be evaluated in detail and scored in accordance with the
       evaluation criteria listed below.

         Evaluation Criteria                                                  Maximum
                                                                              Points
         Concept Development, Brands, and Merchandise                         15
         Company Background, Experience, and Financial Capability             15
         Designs, Materials, Capital Investment, and Transition Plan          15
         (including initial capital investment and mid-term refurbishment
         investment proposals and proposed date of Beneficial Occupancy)
         Proposed Management, Staffing, and Training                          15
         Financial Projections (including proposed Percentage Rent)           15
         Operations and Maintenance Plan                                      10
         DBE Participation                                                    10
         Marketing and Promotions Plan                                        5
         Total Points Available                                               100

B.     Agreement Award

       1.      Execution of Agreement

       After completion of the selection process, the Department will post the award
       recommendation at the Department of Airports for a period of five (5) Business
       Days for review by interested parties. The Selected Proposer will be notified of
       the recommendation for award by mail. The Selected Proposer shall deliver a
       fully executed Concession Agreement to the County within thirty (30) Days after
       written notice of selection in the form negotiated by the County and the Selected
       Proposer, unless this time frame is extended at the sole discretion of the County.
       The Concession Agreement shall be substantially in the form of the Draft
       Concession Agreement, subject to negotiation of Exceptions taken by the
       Selected Proposer in its Proposal. Should a Selected Proposer fail to execute
       and deliver the Concession Agreement to the County in accordance with the
       requirements of this RFP, the County may cancel the Concession Agreement
       award recommendation and if such failure occurs as a result of Proposer's bad
       faith or its failing to comply with the representations in its Proposal, the
       Proposer's Proposal Guarantee shall be forfeited as liquidated damages and the
       Proposal shall be deemed rejected.




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Request for Proposals
Retail Concession
Palm Beach International Airport
       2.      Performance Guarantee

       A performance guarantee meeting the requirements set forth in the Concession
       Agreement shall be submitted to the County by the Selected Proposer at the time
       the executed Concession Agreement is delivered to the County.

       3.      Insurance and Indemnification Requirements

       The Selected Proposer shall comply with the insurance and indemnification
       requirements specified in the Draft Concession Agreement and submit evidence
       of insurance at the time the executed Concession Agreement is delivered to the
       County.

       4.      Protest

       Any Proposer, who is aggrieved in connection with the recommended award,
       may protest recommendations for the Concession Agreement award in
       accordance with Section 2-55 of the Purchasing Code and County policy PPM
       CW-L-039. Neither the Director of the Purchasing Department nor a special
       master shall consider any issue that is not submitted in writing within the time
       frame specified in Section 2-55(b) of the Purchasing Code.

       Proposers should note that Chapter 2, Article III, Division 2, Parts C and D, of the
       Palm Beach County Code related to the Small Business Enterprise Program and
       Local Preference in Purchasing do not apply to this RFP.

       5.      County Approval

       After the County has received a signed Concession Agreement from the
       Selected Proposer, the Concession Agreement will be presented to the Board of
       County Commissioners for consideration. The Concession Agreement shall not
       be effective until it is approved by the Board of County Commissioners and
       signed by the parties thereto.

       6.      Anticipated Availability of Concession Units

       It is currently anticipated that the opening date for the Existing Units, in their “as-
       is” condition, is October 1, 2008, with the date of access for build-out of these
       locations on or after October 1, 2008. It is also anticipated that the date of
       access for build-out of the new retail shell space in Concourse C (Unit C3) to be
       on or about October 1, 2007. The Selected Proposer will be responsible for
       constructing and operating temporary retail locations in the Terminal during the
       construction of the proposed locations.

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Request for Proposals
Retail Concession
Palm Beach International Airport
                                                         EXHIBIT A

                                        Historical Enplanements 2006-2004

                                     2006                               2005                             2004
                                   (Oct-Sept)                         (Oct-Sept)                       (Oct-Sept)
                                                  %                                  %                                %
                           Domestic     Int'l   Change     Domestic        Int'l   Change   Domestic        Int'l   Change
Concourse A/B
Bahamas Air                        0        0                             16,617      64%                  10,123     72%
Continental                        0   10,881    -35%        382,143                   7%     358,354                  1%
Northwest                          0        0                 94,638                   7%      88,679                 -5%
US Airways                   457,332              20%        528,863                  11%     475,655                  4%
Air Midwest                   69,025             -27%            998                 -86%       3,416       3,835    289%
JetBlue /1/                  537,763               2%        407,174
Southwest                          0        0   -100%        373,845                 16%       321,301                15%
Gulfstream                         0        0                  3,680      28,867     -5%         1,263     32,887      5%
Enplanements by Type       2,037,197   43,304              1,791,341      45,484             1,248,668     46,845
Total Concourse A/B        2,080,501              13%      1,836,825                 42%     1,295,513                    4%
Concourse C
Air Canada                         0   15,777     -5%                     16,530      -6%                  17,586         1%
CanJet                             0    2,108    -27%                      2,897       3%                   2,810
American                     196,318        0     -3%        203,115                 -10%      226,524                51%
Comair                        36,818        0    180%         13,151                 -37%       20,960               -54%
Delta                        825,573        0    -29%      1,155,169                   9%    1,061,907                 2%
Spirit                        33,535        0    -13%         38,441                            36,879                20%
United                             0        0                 48,182                 -21%       61,272                -2%
JetBlue /1/                   61,173        0     27%                               -100%      321,260                23%
AirTran                            0        0                116,673                  -2%      119,598                79%
Independence                 132,500        0     14%         55,138
Planet                        16,693        0    -70%                               -100%       1,038
Chautauqua Airlines Inc.           0        0                 31,263                 -17%      37,443                133%
Atlantic Southeast                 0        0                  3,341                 -70%      11,321
Southeast                      3,632        0    -88%                               -100%       2,661
Pinnacle                           0        0   -100%            636
Enplanements by Type       1,306,242   17,885              1,665,109      19,427             1,900,863     20,396
Total Concourse C          1,324,127             -21%      1,684,536                 -12%    1,921,259                13%

Total Enp. by Type         3,343,439   61,189              3,456,450      64,911             3,149,531     67,241
Airport Total              3,404,628              -3%      3,521,361                  9%     3,216,772                10%
% Concourse A/B                 61%                             52%                               40%
% Concourse C                   39%                             48%                               60%

Notes:
/1/ JetBlue moved in FY 2005 from Concourse C to Concourse A/B. Airport management plans to move JetBlue into the new
gate areas at the end of Concourse C when the expansion is complete. When JetBlue is moved back to Concourse C, Airport
management anticipates moving a carrier from Concourse C to A/B to generally maintain balance.
                                           EXHIBIT A (Continued)

                                   Historical Enplanements 2003-2001

                                        2003                           2002                     2001
                                      (Oct-Sept)                     (Oct-Sept)               (Oct-Sept)
                             Domestic    Int'l   % Change   Domestic    Int'l   % Change   Domestic    Int'l
Concourse A/B
Air Transat                                                                       -100%                 5,290
Bahamas Air                               5,882     260%                 1,635     -74%                 6,380
Laker Airways (Bahamas)                     196                                   -100%                 2,394
Continental                   353,977                 2%     347,084               -12%     393,531
Northwest                      93,677               -11%     105,546                 5%     100,888
US Airways                    457,033                -5%     480,177               -36%     750,185
Air Midwest                       583     1,279     -66%       5,535               -39%       9,143
Henson                            764     1,103     -89%       7,601     9,212     -40%      16,496    11,373
Southwest                     280,320                -1%     283,379                46%     194,027
Gulfstream                               32,533     -11%         661    35,987     -30%      13,762    38,349
Mesa                            2,619     4,144
Britannia Air                             6,825
Enplanements by Type         1,188,973   51,962             1,229,983   46,834             1,478,032   63,786
Total Concourse A/B          1,240,935               -3%    1,276,817              -17%    1,541,818
Concourse C
Air Canada                      12,388    5,061      -7%      14,538     4,276      62%                11,594
American                       150,126               25%     120,390               -10%      133,842
Comair                          45,617              130%      19,819                11%       17,903
Delta                        1,046,012                8%     971,196                -7%    1,040,659
Spirit                          30,614              -43%      53,574               -35%       81,806
Trans World Airlines, Inc.                                                        -100%       19,910
United                         62,360                34%      46,469               -19%       57,442
JetBlue                       261,524                40%     187,135                91%       98,211
AirTran                        66,990
Midway                                                                            -100%      55,232
Chautauqua Airlines Inc.       16,054
Sun West                                                                          -100%          438
Enplanements by Type         1,691,685    5,061             1,413,121    4,276             1,505,443   11,594
Total Concourse C            1,696,746               20%    1,417,397               -7%    1,517,037

Total Enp. by Type           2,880,658   57,023             2,643,104   51,110             2,983,475   75,380
Airport Total                2,937,681                9%    2,694,214              -12%    3,058,855
% Concourse A/B                   42%                            47%                            50%
% Concourse C                     58%                            53%                            50%
                                EXHIBIT B
                 Historical Retail Concession Sales
                       October 2005 - September 2006
Location       Concession                Sq. Ft.   Total Sales   Sales/Sq. Ft.
Pre-Security Concession Mall
               Baby Boomers               1,010     $260,320         $258
               News & Gift Shop           2,132    $1,515,804        $711
               Florida Gift Shop                   $1,050,094
                                          3,638                      $724
               Main Newsstand                      $1,583,541
               PGA Tour Shop              1,024     $680,573         $665
Concourse B
               Newsstand                  1,437    $2,603,498       $1,812
               West Palm Reading Room       421     $306,695         $728
Concourse C
               Newsstand                  1,277
                                                   $2,466,861       $1,481
               Newsstand                    389
Total Retail                             11,328    $10,467,386       $924

                          October 2004 - September 2005
Location       Concession                  Sq. Ft. Total Sales   Sales/Sq. Ft.
Pre-Security Concession Mall
               Baby Boomers                 1,010     $222,254       $220
               News & Gift Shop             2,132   $1,683,553       $790
               Florida Gift Shop                      $960,049
                                            3,638                    $653
               Main Newsstand                       $1,415,339
               PGA Tour Shop                1,024     $687,284       $671
Concourse B
               Newsstand                    1,437   $2,363,823      $1,645
               West Palm Reading Room         421     $246,693       $586
Concourse C
               Newsstand                    1,277
                                                    $3,078,258      $1,848
               Newsstand                      389
Total Retail                               11,328 $10,657,253        $941
                              EXHIBIT B (Continued)
                       Historical Retail Concession Sales


                            October 2003 - September 2004
Location         Concession               Sq. Ft.   Total Sales   Sales/Sq. Ft.
Pre-Security Concession Mall
                 Baby Boomers              1,010       $215,772       $214
                 News & Gift Shop          2,132     $1,734,669       $814
                 Florida Gift Shop                     $821,673
                                           3,638                      $599
                 Main Newsstand                      $1,357,702
                 PGA Tour Shop             1,024       $684,719       $669
Concourse B
                 Newsstand                 1,437     $1,717,121      $1,195
                 West Palm Reading Room      421       $116,941       $278
Concourse C
                 Newsstand                 1,277
                                                     $3,375,002      $2,026
               Newsstand                     389
Total Retail                              11,328    $10,023,600       $885
                    EXHIBIT C

             Existing Airline Locations


   Concourse A/B                 Concourse C
     Bahamas Air                    AirTran
 Continental Airlines &         American Airlines
Continental Connection
      Gulfstream                    ComAir
   JetBlue Airways               Delta Airlines
  Northwest Airlines             Spirit Airlines
  Southwest Airlines             United Airlines
USAirways & USAirways                 TED
       Express
       WestJet                     Air Canada
                EXHIBIT D

Layout Plan for Existing Concession Program
      EXHIBIT E

Lease Outline Drawings
                                       EXHIBIT F

                        Forecast Enplanements 2006-2015


                                   2006        2007        2008         2009        2010
                                 3,662,20                3,894,60
Forecast Enplanements               0       3,790,400       0        3,992,000    4,089,800

                                   2011        2012        2013         2014        2015
                                 4,188,00                4,385,00
Forecast Enplanements               0       4,286,400       0        4,483,700    4,582,300



Source: Official Statement for Bond Series 2006 for Palm Beach International Airport;
Appendix B, Report of the Airport Consultant, p. 142.
Note: These enplanement projections are intended for Airport planning purposes only
and the County has no responsibility or liability for their use by others.
           EXHIBIT G




    TENANT DESIGN GUIDELINES

     FOR CONCESSION SPACE

              AT

PALM BEACH INTERNATIONAL AIRPORT


         FEBRUARY 2007
                                                         TABLE OF CONTENTS


1. Introduction...................................................................................................................................................2
   1.1    Objective ..........................................................................................................................................2
   1.2    Palm Beach International Airport ...............................................................................................2
   1.3    Sense of Place ..................................................................................................................................2
2. Tenant Design Guidelines ..........................................................................................................................4
   2.1    Storefront Signage ..........................................................................................................................4
   2.2    Storefronts .......................................................................................................................................4
   2.3    Utilities..............................................................................................................................................5
   2.4    Lighting Systems..............................................................................................................................5
   2.5    Materials and Finishes ....................................................................................................................5
   2.6    Retail Concessions .........................................................................................................................6
3. Tenant Procedures and Submittals .........................................................................................................8




                                                                                                                                                   Page 1
1. Introduction
1.1    Objective

This document outlines guidelines and expectations of quality for the concessions at Palm Beach
International Airport (the “Airport”). The objective of these tenant design guidelines is to
provide concession operators (Concessionaires) with guiding principles to use during their
concept design and leasehold improvements.

The Airport encourages and requires all Concessionaires to follow these guidelines in order to
maintain a high level of quality in all concessions located at the Airport and provide passengers
with an aesthetically-pleasing and comfortable environment in which to travel.

1.2    Palm Beach International Airport

Palm Beach International Airport is located in Palm Beach County, Florida and is operated by
the Palm Beach County Department of Airports. Located along the southeast coast of Florida,
the County of Palm Beach is the largest county southeast of the Mississippi River.

Palm Beach International Airport is classified as a medium hub airport and ranks as the 56th
busiest airport in North America, enplaning over 3.5 million passengers annually. The Airport
is located approximately 2.5 miles from downtown West Palm Beach and 3.5 miles west of
Palm Beach.

The existing terminal at the Airport opened in 1988 and was designed in the tradition of Palm
Beach architect Addision Mizner, using keystone walls and porticos. Nineteen domestic and
international airlines currently serve the Airport with 216 scheduled commercial flights arriving
and departing daily. The Airport has 25 aircraft gates. On February 28, 2006, the Board of
County Commissioners approved a contract for construction of three (3) additional gates for
Concourse C, anticipated to be completed by approximately November 2007.

1.3    Sense of Place

Airports serve as gateways to their local communities. In this regard, passengers traveling
through the Airport will have their first glimpse and feel of the surrounding Palm Beach area at
the Airport. It is the Airport’s desire to make this first encounter a positive and memorable
experience for the passengers on behalf of the entire Palm Beach community.

As the largest county southeast of the Mississippi River, Palm Beach County has 37 distinct
cities rich in diversity and is home to over 1.2 million people. Palm Beach County features 47
miles of beaches and boasts an average annual temperature of 78° F, enabling visitors and
residents to enjoy the great outdoors year-round. Registered as Florida’s “Golf Capital,” Palm
Beach County has more than 160 public and private golf courses. In addition to golf, both the
St. Louis Cardinals and Florida Marlins have their spring training in Jupiter, home of the Jupiter



                                                                                          Page 2
Hammerheads and the Palm Beach Cardinals, local Florida State League teams. Palm Beach
County is also home to the widest variety of tropical and sport fish in the Western
Hemisphere.

Palm Beach County also has world-renowned shopping. From the trendy shops of Atlantic
Avenue and the famous and elegant boutiques of Worth Avenue, to superior shopping malls
and the small European town center of CityPlace, Palm Beach County provides venues for all
tastes and price points. In addition, more than 40 cultural venues are located across the
county. The Raymond F. Kravis Center for the Performing Arts, the Norton Museum of Art,
Ballet Florida, and the Boca Raton Museum of Art all reflect an excellent variety of
entertainment and exhibits.

Tenants are encouraged to incorporate elements of the surrounding Palm Beach County
community into their concept designs. References to the region are encouraged along with
branding and merchandising that is reflective of the surrounding local community. The goal is
to provide passengers with an environment that is distinctly identified as Palm Beach County,
Florida.




                                                                                     Page 3
2. Tenant Design Guidelines
2.1       Storefront Signage

In accordance with the Airport’s desire to maintain a high level of aesthetic quality in the
Terminal and all concession facilities, all storefront signage should be creative, dimensional, and
attractive. Concessionaires shall submit to the Airport the size, design, content, and intended
location of each and every sign to be installed on or within the Leased Premises. No signs of
any type shall be installed on or within the Leased Premises without specific prior written
approval of the Airport as to the size, design, content, and location.

Types of signage that are encouraged include the following:

      •   Three-dimensional signage
      •   Individually expressed, dimensionally thick metal letters, front or back-lit
      •   Individually expressed, pin-mounted letters, in metal or acrylic material, front lit or
          back-washed with light
      •   Back-lit or halo-lit individual channel letters
      •   Signs sandblasted or engraved in granite, marble, or other stone
      •   Signs painted or silk-screened on the surface of a glass storefront
      •   Signs sandblasted or etched on glass

Prohibited types of signage include the following:

      •   Handwritten or hand-lettered signs
      •   Signs promoting public or private auction, “fire,” “going out of business,” bankruptcy, or
          similar types of sales
      •   Signs that serves as a distraction to passengers through blinking, animation, or sound
      •   Signs that interfere with Airport wayfinding
      •   Signs that block or restrict Airport public security programs, including but not limited
          to video cameras
      •   Flat-faced, back-lit sign boxes
      •   Flush-mounted, non-illuminated plexiglas letters
      •   Foam letters with or without laminate mylar faces
      •   Exposed or visible neon

Freestanding signs are not permitted outside of the Leased Premises.

2.2       Storefronts

Tenants should maintain a minimum of 70% of the storefront as transparent. This can be
accomplished through windows or open space. Storefront displays must remain within the
leased areas and cannot be moved past the lease line into common areas at any time.




                                                                                            Page 4
2.3       Utilities
Heating and air conditioning will be provided to the Terminal by the Airport to keep the Leased
Premises at temperatures comparable to temperatures within the Terminal.
Electrical service will be provided to the perimeter of the Leased Premises by the Airport, with
build-out within the Leased Premises the responsibility of the Tenant. It will be the Tenant’s
responsibility to verify available service, make such connections as required and permitted by
building code, and perform any desired modifications. At no time shall the Tenant’s use of
electric current exceed the capacity of the wiring servicing the Leased Premises.
If the Concessionaire requires additional capacity for lighting, electrical power, water, telephone
outlets, or adjustments to the heating and air-conditioning system, beyond the capacities
provided by the Airport, such additional improvements or services shall be subject to the prior
written approval of the Airport, and any such approved improvements or services shall be
made at the Concessionaire’s expense. Additionally, as-built drawings of said improvements
must be supplied to the Airport as detailed in Section 3.0 of this document.
Concessionaires are responsible for providing metering for all services. Concessionaires shall
pay for all utilities used, including deposits, installation costs, and service charges.
Concessionaires may, at their own expense, request and receive telephone services, Wi-Fi
services, or communication systems and shall obtain written approval from the Airport before
installation. Shared tenant Wi-Fi services may be installed by the Airport and the
Concessionaires may be required to obtain their Wi-Fi services through the Airport’s Wi-Fi
provider in the future.
Concessionaires may, at their own expense, install video equipment in the Leased Premises in
accordance with plans and specifications to be submitted to the Airport, but shall not install any
paging or audio system within the Leased Premises without the prior written consent of the
Airport.

2.4       Lighting Systems
All lighting fixtures are to be of high quality and must be approved by the Airport. Fluorescent
fixtures without lenses are to be avoided. Directional lighting and accent lights may be used to
attract passengers into the Leased Premises or to a specific area of the Leased Premises.

2.5       Materials and Finishes
All materials used within the Leased Premises shall be new and of high quality.
Encouraged materials include, but are not limited to:
      •   Marble
      •   Granite
      •   Corian
      •   Natural stones



                                                                                         Page 5
Prohibited materials and finishes within the Leased Premises include, but are not limited to:

      •   Artificial stone, marble, tile, brick, wood, and other “faux” materials
      •   Vinyl composite tile, rubber tile, or sheet vinyl within areas in public view
      •   Fluorescent paint
      •   Materials that constitute a fire and/or public hazard
      •   Materials that, in the Airport’s opinion, are of poor quality, lacking in durability, and/or
          difficult to maintain

The Airport reserves the right at its sole discretion to reject any layout or design proposals
submitted, including Concessionaire-proposed finishes and materials, and to require the
Concessionaire to resubmit any such layout or design proposals until they receive the Airport’s
approval.

2.6       Retail Concessions
Concessionaires operating retail concessions at Palm Beach International Airport must adhere
to the following guidelines regarding store interiors, point of sale, advertising/promotions,
deliveries, storage, and trash removal:

2.6.1 Store Interiors

      •   Aisleways must be maintained throughout all Leased Premises. The minimum
          acceptable aisle width is three feet.
      •   All improvements, furniture, fixtures, equipment, and finishes, including the plans and
          specifications therefor, constructed or installed by the Concessionaire, its agents, or
          contractors, shall conform in all respects to applicable statutes, ordinances, building
          codes, and rules and regulations, including the ADA Act of 1990.
      •   No merchandising may take place outside of the lease line. This includes, but is not
          limited to, roll-out merchandisers and fixtures (vendor-supplied or otherwise), racks,
          stands, trade fixtures, pedestal signs, or other product displays.

2.6.2 Point of Sale

      •   Adequate queuing space must be provided within the Leased Premises that allows for
          efficient customer processing.
      •   The point of sale (POS) area shall remain clear and orderly. Overcluttering should be
          avoided.
      •   Merchandise storage near or behind the POS area shall be clear of the customers’
          views.




                                                                                             Page 6
2.6.3 Advertising and Promotions

   •   Advertising or promoting public or private auctions, “fire sales,” “going out of business
       sales,” bankruptcy or similar types of sales is prohibited.
   •   The use of advertisements within the Leased Premises should be selective and kept at a
       minimum to avoid bombarding customers with “visual noise.”

2.6.4 Deliveries, Storage, and Trash Removal

   •   All stock, supplies, and trash shall be kept of out the passengers’ views.




                                                                                       Page 7
3. Tenant Procedures and Submittals
The following diagram represents the submittal process to be followed by Concessionaires at
Palm Beach International Airport.

    Design                     60%                      100%                        Post
 Development               Construction              Construction               Construction
  Submission                 Drawings                  Drawings                   Drawings
                            Submission                Submission                 Submission


  Airport Approval           Airport Approval          Airport Approval

                                                         Permitting &
                                                        Cost Estimates
                                                           Notice to
                                                            Proceed
                                                       Issued by Airport

                                                         Construction


A total of four (4) of all submissions should be included for Airport review and comment.
After final approval by the Airport of each submission, the Airport shall return to the Tenant
three (3) approved copies for the Tenant’s use and shall retain one (1) approved copy as an
official record thereof. It is the Tenant’s responsibility to ensure the adequare number of
copies are provided to the County for permitting purposes. Submissions should be sent to the
Palm Beach International Airport at the following address:
                Mr. Jerry Allen
                Department of Airports
                Planning and Development Department
                846 Palm Beach International Airport
                West Palm Beach, FL 33406-1407

Submission #1: Design Development Submission

After the Concession Lease is awarded, the Concessionaire must implement the concept plans
as proposed and approved by the Airport. A refined concept development submission by the
Concessionaire should include detailed information regarding the following for Airport review
and comment.

    •   Key plan indicating the location of the Leased Premises within the Terminal
    •   Full and complete scaled floorplans
    •   Detailed sketches of signage and graphics
    •   Specifications for all work, facilities, improvements, materials, and finishes
    •   Furnishings and accessories
    •   Reflected ceiling plans, including materials, ceiling heights, and lighting details


                                                                                               Page 8
    •   Scaled and detailed storefront and interior elevations showing graphics, signage, and
        materials
    •   Detailed sketches of any millwork or custom elements
    •   Materials and furnishings boards, including all furnishings, accessories, lighting fixtures,
        and materials to be used in the Leased Premises

Receipt of Airport approval on Submission #1 is necessary before the next submission can be
submitted. Approval by the Airport shall extend to and include architectural and aesthetic
matters and the Airport reserves the right at its sole and absolute discretion to reject any
layout or design proposals submitted and to require the Concessionaire to resubmit any such
layout or design proposals until they receive the Airport’s approval.
In the event of disapproval by the Airport of any portion of any plans or specifications, the
Concessionaire shall promptly submit necessary modifications and revisions thereof for
approval by the Airport.
The Airport agrees to act promptly upon such plans and specifications and upon requests for
approval of changes or alterations in said plans or specifications. No substantial changes or
alterations, as determined by the Airport, shall be made in said plans or specifications after
initial approval by the Airport, and no alterations or improvements shall be made to or upon
the Leased Premises without the prior written approval of the Airport.

Submission #2: 60% Construction Drawings Submission
This 60% construction drawing submission by the Concessionaire should include, at a minimum,
detailed CAD working drawings regarding the following components for Airport review and
comment. All drawings shall reflect comments received from the Airport on the concept plans.

    •   Demolition plan (as appropriate)
    •   Partition plan
    •   Floor plan
    •   Elevations and details, including storefront elevation and sections, signage details, and
        proposed materials and finishes
    •   Reflected ceiling plan with all lighting
    •   Mechanical, electrical, and plumbing (if appropriate) plans, including points of
        connection
    •   HVAC calculations
    •   Fire alarm and evacuation plan

Submission #3: 100% Construction Drawings Submission
This 100% construction drawing submission by the Concessionaire should include, at a
minimum, detailed information regarding the following for Airport review and comment,
ensuring that all prior comments received from the Airport are incorporated.
    •   Partition plan, including types of wall constructon, fixture and closure locations, and
        furnishings



                                                                                            Page 9
    •   Floor finish plan, including all materials and pattern specifications
    •   Elevations and sections for storefronts and interior walls, detailing materials, height
        changes, signage, lighting and closure and lease lines
    •   Reflected ceiling plan with specifications for all lighting, materials, and finishes
    •   Specifications for all materials and finishes, including door, window, and hardware
        schedules keyed to the drawings
    •   Specifications for all signage and graphics, including samples of all finishes and materials
    •   Information detailing dust control plans and the use of temporary construction walls
    •   Plans, equipment list, and elevations for any kitchen equipment, as appropriate
    •   Mechanical drawings detailing fan coils, VAV units, duct layouts, grill and difuser sizes,
        and thermostats. As necessary, specify heat gain/loss and calcuations, venting, and
        make-up air requirements
    •   Structural drawings for any load-bearing elements on the base-building structure
        indicating the size and location of any floor or roof penetrations
    •   Plumbing drawings, if applicable
    •   Sprinkler and fire protection drawings, including locations of fire extinguishers and
        sprinkler heads, and a fire alarm plan
    •   Electrical floor plan, including a single-line distribution diagram, lighting specifications,
        and fixture schedule

The full project-specific specification package should be in Master spec format.

Submission #4: Post-Construction Submission
Upon completion of each construction project, the Concessionaire shall provide the Airport
with two (2) completed sets of as-built drawings in reproducible form as specified by the
Airport and an electronic file of as-built drawings in a format acceptable to the Airport. The
Concessionaire agrees that, upon the request of the Airport, the Concessionaire will inspect
the Leased Premises jointly with the Airport to verify the as-built drawings.




                                                                                               Page 10
                                     APPENDIX A

                                  Proposal Checklist

__ Cover Letter and Covenant to Execute Concession Agreement

__ Proposal Response Form

__ Remaining Sections of Written Proposal, including the following sections in this
   order:

   •   Exceptions and Additions to the Draft Concession Agreement
   •   Proposer’s Background, Experience, and Financial Capability (including
       Disclosure of Ownership Interests Form)
   •   Concept Development, Brands, and Merchandise
   •   Designs, Materials, and Capital Investment
   •   Financial Projections
   •   Operations and Maintenance Plan
   •   Proposed Management, Staffing, and Training
   •   Marketing and Promotions Plan
   •   DBE Participation Form(s)
   •   Proposal Guarantee
   •   Public Entity Crimes Statement

__ Execution in accordance with requirements of RFP (including evidence of authority
   of individual signing the Proposal)
                                    APPENDIX B

                              Proposal Response Form

Proposed Rental
During the term of the Concession Agreement, for the right and privilege of operating
and managing the retail concessions at Palm Beach International Airport, the
undersigned Company hereby proposes to pay the County greater of items 1 or 2 below
in accordance with the requirements of the Concession Agreement:

1) The Minimum Annual Guarantee (MAG)

                                          OR

2) The below stated percentage of annual Gross Receipts.

           Proposed Percentage Rent
               in Number Format                               ________ %
    (which may NOT be less than 15%)
       Proposed Percentage Rent in Words


Proposed Date of Beneficial Occupany
Proposer acknowledges that Annual Rent shall commence on the date proposed for
Beneficial Occupancy whether or not build out of all the concession locations has been
completed, except as otherwise provided for in the Concession Agreement.

    Proposed Date of Beneficial
    Occupancy (which may be NO later                  _____________, 20__
    than October 1, 2009)

Proposed Capital Investment

    Proposed capital investment for
    initial build out of concession
    locations (which may NOT be less               $______________________
    than $3,406,000)


    Proposed capital investment for 1st
    mid-term refurbishment (which may              $_______________________
    NOT be less than $340,600)


    Proposed capital investment for 2nd
    mid-term refurbishment (which may               $______________________
    NOT be less than $340,600)
The undersigned hereby certifies that the undersigned has been authorized by Proposer
to submit and execute this Proposal Response Form on behalf of Proposer. The
signature of the undersigned certifies that the above Percentage Rent proposal is
supportable throughout the term of the Concession Agreement to be awarded.

ATTEST:                                _________________________________
                                       (Company Name)

__________________________      BY:    _________________________________
(Witness Signature)                    (Signature of Chief Financial Officer)

                                       _________________________________
                                       (Printed Name of Chief Financial Officer)

                                DATE: ________________________________

                                Telephone No.: __________________________
                APPENDIX C

      Draft Concession Agreement




  RETAIL CONCESSION AGREEMENT

     Palm Beach International Airport

                  Between

         PALM BEACH COUNTY,

a political subdivision of the State of Florida

                     and

   ______________________________

   ______________________________
                                   RETAIL CONCESSION AGREEMENT

                                                      CONTENTS

ARTICLE                                                                                                               Page

ARTICLE 1 - DEFINITIONS............................................................................................ 7
ARTICLE 2- LEASED PREMISES................................................................................ 12
  2.01 Description of Leased Premises..................................................................... 12
  2.02 Relocation. ..................................................................................................... 12
  2.03 Condition of the Leased Premises and Airport. .............................................. 12
ARTICLE 3 - EFFECTIVE DATE/TERM ....................................................................... 12
  3.01 Effective Date. ................................................................................................ 12
  3.02 Term. .............................................................................................................. 13
  3.03 Existing Concessionaire. ................................................................................ 13
  3.04 Transition Plan. .............................................................................................. 13
  3.05 Earlier Commencement Date ......................................................................... 13
ARTICLE 4- RIGHTS AND OBLIGATIONS ................................................................. 14
  4.01 Merchandise................................................................................................... 14
  4.02 Space Allocation............................................................................................. 14
  4.03 Signs. ............................................................................................................. 14
  4.04 Employee Parking. ......................................................................................... 14
  4.05 Construction. .................................................................................................. 14
  4.06 Public Areas. .................................................................................................. 15
ARTICLE 5 - RESTRICTIONS ON USES AND PRIVILEGES...................................... 15
  5.01 Use of Leased Premises ................................................................................ 15
  5.02 Non-Exclusive Rights ..................................................................................... 15
  5.03 Conflicts with Other Concessions................................................................... 15
  5.04 Prohibited Items. ............................................................................................ 15
ARTICLE 6 - RENT AND ACCOUNTING RECORDS .................................................. 16
  6.01 Monthly Rental during Transition Period. ....................................................... 16
  6.02 Rental after Beneficial Occupancy. ................................................................ 16
  6.03 Minimum Annual Guarantee........................................................................... 16
  6.04 Statement of Gross Receipts.......................................................................... 17
  6.05 Percentage Rent. ........................................................................................... 17
  6.06 Rent for Additional Office and Storage Space. ............................................... 17
  6.07 Place of Payment and Filing........................................................................... 17
  6.08 Form of Payment............................................................................................ 18
  6.09 Performance Guarantee. ................................................................................ 18
  6.10 Delinquent Rent.............................................................................................. 19
  6.11 Sales and Use Tax. ........................................................................................ 19
  6.12 Accounting Records. ...................................................................................... 19
  6.13 Audit Requirements for Transition Period....................................................... 19
  6.14 Audit Requirements after Beneficial Occupancy. ........................................... 20
  6.15 Audit by County. ............................................................................................. 21
  6.16 Abatement of Minimum Annual Guarantee..................................................... 22

                                                              2
ARTICLE 7 - MINIMUM INVESTMENT ........................................................................ 22
  7.01 Minimum Initial Investment. ............................................................................ 22
  7.02 Certified Construction Costs........................................................................... 22
  7.03 Mid-term Refurbishment. ................................................................................ 23
  7.04 Election to Defer Payment of Costs................................................................ 23
ARTICLE 8 - IMPROVEMENTS ................................................................................... 23
  8.01 Approval of Plans and Specifications and Provision of Drawings................... 23
  8.02 Improvements Conform to Statutes and Ordinances...................................... 24
  8.03 Approvals Extend to Architectural and Aesthetic Matters............................... 24
  8.04 Disapprovals................................................................................................... 24
  8.05 Provision of As-Built Drawings. ...................................................................... 24
  8.06 Construction Bonds. ....................................................................................... 24
  8.07 Contractor Requirements. .............................................................................. 25
  8.08 No Liens. ........................................................................................................ 25
  8.09 Structural Alterations. ..................................................................................... 25
  8.10 Alterations to Airport....................................................................................... 25
  8.11 Removal and Demolition. ............................................................................... 26
  8.12 Video and Audio System. ............................................................................... 26
ARTICLE 9 - TITLE....................................................................................................... 26
ARTICLE 10 - MAINTENANCE .................................................................................... 26
  10.01 Airport Maintenance Obligations. ................................................................ 26
  10.02 Company’s General Obligations.................................................................. 27
  10.03 Preventative and Routine Maintenance Programs. ..................................... 27
  10.04 County Sole Judge of Maintenance............................................................. 27
  10.05 Routine Refurbishment................................................................................ 27
  10.06 Hazardous Conditions. ................................................................................ 28
  10.07 Maintenance Personnel and Program. ........................................................ 28
  10.08 Health and Sanitary Regulations. ................................................................ 28
  10.09 Trash and Refuse........................................................................................ 28
  10.10 Transporting Trash and Refuse................................................................... 28
  10.11 Cleaning and Janitorial Services. ................................................................ 29
ARTICLE 11- UTILITIES............................................................................................... 29
  11.01 County Improvements and Services............................................................ 29
  11.02 Utility Charges. ............................................................................................ 29
  11.03 Company’s Right to Additional Services...................................................... 29
  11.04 Interruption of Service. ................................................................................ 30
ARTICLE 12 - DAMAGE OR DESTRUCTION ............................................................. 30
  12.01 Damage Caused To Airport Property. ......................................................... 30
  12.02 Damage to Leased Premises. ..................................................................... 30
  12.03 Insurance Proceeds. ................................................................................... 31
  12.04 Limitations to County’s Obligations. ............................................................ 31
ARTICLE 13 - CONCESSION OPERATION ................................................................ 32
  13.01 Hours of Operation. ..................................................................................... 32
  13.02 Delivery of Goods........................................................................................ 32
  13.03 Cash and Record Handling Requirements. ................................................. 32
  13.04 Shopping Service and Surveys. .................................................................. 33

                                                             3
  13.05 Failure to Use Required Procedures and Systems...................................... 33
ARTICLE 14- QUALITY AND CHARACTER OF SERVICE......................................... 33
  14.01 Merchandising Plan. .................................................................................... 33
  14.02 Quality of Merchandise................................................................................ 33
  14.03 Street Pricing Policy. ................................................................................... 33
  14.04 Adult Materials............................................................................................. 34
  14.05 Right to Object............................................................................................. 34
  14.06 Nondiscriminatory Services Requirement.................................................... 34
  14.07 Type of Operation........................................................................................ 34
  14.08 Replacements and Refunds. ....................................................................... 35
  14.09 Credit and Debit Cards and Travelers Checks. ........................................... 35
  14.10 Services to the General Public. ................................................................... 35
  14.11 Shipping Services........................................................................................ 35
  14.12 Additional Compliance................................................................................. 35
  14.13 Personnel. ................................................................................................... 35
ARTICLE 15 - SIGNS AND ADVERTISING ................................................................. 36
  15.01 Right to Install.............................................................................................. 36
  15.02 Signs and Fixtures Outside Leased Premises............................................. 36
  15.03 Removal of Signs. ....................................................................................... 36
ARTICLE 16 - INDEMNIFICATION............................................................................... 37
ARTICLE 17 - INSURANCE ......................................................................................... 37
  17.01 Insurance Requirements. ............................................................................ 37
  17.02 Certificates. ................................................................................................. 38
  17.03 Additional Insured; Separation of Insureds.................................................. 38
  17.04 Primary Coverage. ...................................................................................... 38
  17.05 Company Ratings. ....................................................................................... 39
  17.06 Deductibles and Retentions......................................................................... 39
  17.07 Required Insurance. .................................................................................... 39
  17.08 Waiver of Subrogation. ................................................................................ 40
  17.09 Company’s Risk. ......................................................................................... 40
  17.10 Periodic Review........................................................................................... 41
ARTICLE 18 - TERMINATION/DEFAULT .................................................................... 41
  18.01 Termination. ................................................................................................ 41
  18.02 Termination for Convenience. ..................................................................... 41
  18.03 Default by Company. ................................................................................... 41
  18.04 County’s Remedies for Default.................................................................... 42
  18.05 Default by County........................................................................................ 42
  18.06 Remedies Due to Default of County and Rights Upon Termination by
         Convenience. .............................................................................................. 43
  18.07 Surrender of Leased Premises.................................................................... 43
  18.08 Holdover. ..................................................................................................... 44
ARTICLE 19 - ASSIGNMENT, SUBLETTING, AND SURRENDER............................. 44
ARTICLE 20 - LAWS, REGULATIONS, PERMITS AND TAXES ................................ 44
  20.01 General........................................................................................................ 44
  20.02 Permits and Licenses Generally.................................................................. 45
  20.03 Air and Safety Regulation............................................................................ 45

                                                            4
  20.04 Payment of Taxes. ...................................................................................... 46
ARTICLE 21 - NONDISCRIMINATION......................................................................... 46
  21.01 General........................................................................................................ 46
  21.02 Disadvantaged Business Enterprise Participation Goals............................. 47
ARTICLE 22 - NOTICES............................................................................................... 48
ARTICLE 23 - DISCLAIMER OF LIABILITY ................................................................ 49
ARTICLE 24 - GOVERNMENT RESERVATIONS AND RESTRICTIONS ................... 49
  24.01 Federal Right to Reclaim. ............................................................................ 49
  24.02 Federal Review. .......................................................................................... 50
  24.03 County Tax Assessment Right. ................................................................... 50
  24.04 Right of Flight. ............................................................................................. 50
  24.05 Operation of Airport. .................................................................................... 50
  24.06 Release. ...................................................................................................... 50
  24.07 Exclusive Rights. ......................................................................................... 51
  24.08 Improvement of the Airport. ......................................................................... 51
  24.09 Covenants, Conditions, and Restrictions..................................................... 51
ARTICLE 25 - AIRPORT SECURITY ........................................................................... 51
  25.01 Compliance and Responsibility for Fines and Forfeitures............................ 51
  25.02 Security Identification. ................................................................................. 51
  25.03 Audit of Access Media. ................................................................................ 52
  25.04 Tenant Security Program............................................................................. 52
  25.05 Employee Clearance. .................................................................................. 52
  25.06 Unauthorized Personnel. ............................................................................. 52
  25.07 Security of Leased Premises....................................................................... 53
ARTICLE 26 - MISCELLANEOUS ................................................................................ 53
  26.01 County Not Liable. ....................................................................................... 53
  26.02 Authorized Uses Only.................................................................................. 53
  26.03 Sales and Dignified Use. ............................................................................. 53
  26.04 Waivers. ...................................................................................................... 54
  26.05 Subordination to Bond Resolution. .............................................................. 54
  26.06 Subordination to Governmental Agreements............................................... 54
  26.07 County’s Governmental Authority................................................................ 54
  26.08 Consent or Action........................................................................................ 55
  26.09 Rights Reserved to County. ......................................................................... 55
  26.10 Invalidity of Clauses..................................................................................... 55
  26.11 Venue. ......................................................................................................... 55
  26.12 Governing Law. ........................................................................................... 55
  26.13 Inspections. ................................................................................................. 55
  26.14 Remedies Cumulative.................................................................................. 55
  26.15 Paragraph Headings.................................................................................... 56
  26.16 Binding Effect. ............................................................................................. 56
  26.17 Performance. ............................................................................................... 56
  26.18 Public Entity Crimes..................................................................................... 56
  26.19 Conflict. ....................................................................................................... 56
  26.20 Excusable Delay. ......................................................................................... 56
  26.21 Incorporation by References........................................................................ 57

                                                             5
  26.22   Entirety of Agreement. ................................................................................. 57
  26.23   No Recording............................................................................................... 57
  26.24   Construction. ............................................................................................... 57
  26.25   Radon.......................................................................................................... 57

LIST OF EXHIBITS
Exhibit A - Leased Premises and Lease Outline Drawings
Exhibit B - Prohibited Items
Exhibit C - Staple Items
Exhibit D - Tenant Design Guidelines




                                                         6
                        RETAIL CONCESSION AGREEMENT

                           Palm Beach International Airport
                             Palm Beach County, Florida


       THIS RETAIL CONCESSION AGREEMENT, made and entered into by and
between Palm Beach County (the “County”), a political subdivision of the State of
Florida, and ______________________, (“Company”), a _____(state)________
corporation with its office and address being __________________________________.

                                   WITNESSETH:

      WHEREAS, the County, by and through its Department of Airports, owns and
operates the Palm Beach International Airport, located in Palm Beach County, Florida,
for the promotion, accommodation, and development of air commerce and
transportation; and

      WHEREAS, the County solicited proposals for the operation of a retail
concession in the Airport; and

        WHEREAS, the parties desire to enter into this Agreement for the purpose of
granting Company the right to use certain premises within the Airport for the operation
of its retail concession.

       NOW, THEREFORE, in consideration of the concession rights granted herein,
the right and privileges and the mutual covenants and conditions hereinafter contained
and other valuable considerations, the parties hereto agree, for themselves, their
successors, and assigns, as follows:

                                 ARTICLE 1 - DEFINITIONS

        The following terms, when used in this Agreement, shall have the meanings set
forth in this Article 1:

      Agreement means this Retail Concession Agreement and all exhibits hereto.
Words such as “herein,” “hereafter,” “hereof,” “hereto,” “hereby” and “hereunder,” when
used with reference to this Agreement, refer to this Agreement as a whole, unless the
context otherwise requires.

      Airport means the Palm Beach International Airport.

       Airport Director means the Director of the County’s Department of Airports and
his or her designee.

      Airport Police means the Palm Beach County’s Sheriff’s Office.

                                          7
       Allowable Costs means the total cost of installing Leasehold Improvements and
Trade Fixtures incurred by Company, including associated architectural, engineering
and interior design fees of independent consultants, less any Excluded Costs.

       Annual Rent has the meaning provided in Section 6.02.

       Assignment has the meaning provided in Article 19.

       Beneficial Occupancy means           {insert date proposed} , 200__.

      Bond Resolution means the Palm Beach County Airport System Revenue Bond
Resolution dated April 3, 1984 (R-84-427), as amended and supplemented, which is
hereby incorporated herein by reference and made a part hereof.

       Company has the meaning provided in the preamble of this Agreement.

      Commencement Date means on our about October 1, 2007 for Unit C3, and
October 1, 2008 for the Existing Units and Office and Storage Space.

      Concession means the retail concession operated by Company pursuant to the
terms and conditions of this Agreement.

       County has the meaning provided in the preamble to this Agreement.

      Day means a calendar day of twenty four (24) hours measured from midnight to
the next midnight.

       Department means the County’s Department of Airports.

      Department of Homeland Security means the United States Department of
Homeland Security and its subdivisions, including the Transportation Security
Administration, and any successor agency thereto.

       Disadvantaged Business Enterprise (DBE) means a small business enterprise
that has been certified by the Palm Beach County Department of Airports or the Florida
Unified Certification Program as a disadvantaged business enterprise as defined in 49
CFR, Part 23.

       Effective Date has the meaning provided in Section 3.01.

       Excluded Costs means (i) financing costs; (ii) interest; (iii) inventory; (iv) office
equipment and furnishings; (v) pre-opening expenses; (vi) intra-company charges
related to construction; (vii) professional fees and costs related to design and
engineering of Leasehold Improvements in excess of twelve percent (12%) of the
Minimum Initial Investment; and (viii) professional fees and costs related to the design
and engineering of Leasehold Improvements in excess of twelve percent (12%) of the

                                             8
Minimum Mid-term Investment.

      Existing Concessionaire means The Paradies Shops and its successors or
assigns.

        Existing Units means the concession units located within the Terminal that are
identified as the “Existing Units” on the attached Exhibit “A”.

       FAA means the Federal Aviation Administration and any successor agency
thereto.

      First Mid-term Refurbishment has the meaning provided in Section 7.03.

       Gross Receipts include all revenues derived from the sale of merchandise, food,
beverages, services, advertising, and promotions on or from the Leased Premises,
whether delivered on or off the Airport, and whether paid for in cash or credit, and
regardless of when paid for or not, except only as explicitly excluded hereunder. The
term Gross Receipts shall not include:

      A.    Federal, state, county/city, and municipal sales taxes or other taxes
      separately stated and collected from customers

      B.     Receipts from the sale of or the trade-in value of any Trade Fixtures

      C.     Receipts in the form of refunds from or the value of merchandise,
      supplies, or equipment returned to shippers, suppliers or, manufacturers

      D.    Receipts from the sale of uniforms or clothing to Company’s employees
      where it is required that such uniforms or clothing be worn by said employees

In the event Company fails for any reason to charge for or collect the value of any
product or service provided hereunder, the amount customarily charged by Company
for such product or service shall be included in the calculation of “Gross Receipts.”
Further, no deduction shall be made from Gross Receipts by reason of any credit loss,
charge, or deduction that may be incurred by reason of the acceptance or use of credit
cards or other credit or charge arrangements.

       Leased Premises means the premises located within the Terminal more
particularly identified in the attached Exhibit “A“.

       Leasehold Improvements means all improvements and equipment that are
affixed to the Leased Premises and cannot be removed without damage to the Leased
Premises.

      Lease Year means a twelve (12) month period commencing on the date of
Beneficial Occupancy, and each twelve (12) month period thereafter.

                                           9
       Minimum Annual Guarantee means the minimum annual rent to be paid to the
County by Company for each Lease Year as set forth in Section 6.03 for the privilege of
operating the retail concessions at the Airport.

      Minimum Initial Investment has the meaning provided in Section 7.01.

      Minimum Mid-term Investment has the meaning provided in Section 7.03.

      Monthly Percentage Rent means _{insert percentage proposed for annual
Percentage Rent}__ percent (___) of monthly Gross Receipts.

        Net Book Value means the value of a Leasehold Improvement (excluding any
Excluded Costs) less any accumulated depreciation. Accumulated depreciation shall be
calculated as the sum of annual depreciation amounts whereby annual depreciation is
calculated on a straight line basis such that annual depreciation is the same throughout
the life of the Leasehold Improvement and at the end of the term of this Agreement the
Net Book Value of the Leasehold Improvement is equal to zero. Accumulated
depreciation shall also include any pro rata annual depreciation for any periods less
than a year calculated on a monthly basis, rounded up to the nearest whole monthly
period.

      Office and Storage Space means the office and storage spaces located within
the Terminal that are more particularly identified as “Office and Storage Space” on the
attached Exhibit “A”.

      Percentage Rent means {insert percentage proposed} percent (___) of annual
Gross Receipts.

      Performance Guarantee has the meaning provided in Section 6.09.

      Personal Property means all movable property not directly related to the retail
sales operations conducted under this Agreement, including office furniture, office
equipment, and office supplies.

     Proposal means the document, including attachments and exhibits, submitted by
Company in response to the RFP.

     Prohibited Items means the items identified in the attached Exhibit “B”, as may
be amended from time to time by the Department upon written notice to Company.

       Public Areas means the areas in and around the Terminal designated by the
County for non-exclusive public use, including, but not limited to, walkways, roadways,
waiting rooms, hallways, restrooms and other passenger conveniences.

     RFP means the County’s Request for Proposals issued for this Agreement, RFP
#RFP-PB-07-5.

                                          10
       Second Mid-term Refurbishment has the meaning provided in Section 7.03.

        Sign or Signs includes, but is not limited to, identification signs, company logos,
advertising, promotions, stickers, photographs, art displays, and the like.

     Staple Items means the items identified in the attached Exhibit “C”, as may be
amended from time to time by the Department upon written notice to Company.

       Statement of Costs has the meaning provided in Section 7.02.

       Statement of Gross Receipts has the meaning provided in Section 6.04.

        Street Prices means the average price of items of like size and quality sold at
retail outlets in Palm Beach County. Street Prices for printed materials shall be the
price listed on the inside or outside cover of the materials.

       Street Pricing Policy means the pricing policy provided for herein that prohibits
the prices of Staple Items to exceed Street Prices.

       Tenant Design Guidelines means the design guidelines prepared by the
Department for retail concessions at the Airport, which are attached hereto as Exhibit
“D”, as may be amended from time to time by the Department upon written notice to
Company.

       Term has the meaning provided in Section 3.02.

       Terminal means the passenger terminal building located at the Airport, including
the Main Terminal, Concourses A, B, and C, and all related pre- and post-security
locations.

       Trade Fixtures means all non-affixed items, except expendables and Personal
Property, that can be removed without damage to the Leased Premises, including cash
registers, safes, display fixtures, and the like.

      Transition Period means the period from the Commencement Date until the date
of Beneficial Occupancy.

       Transition Plan has the meaning provided in Section 3.04.

       “Unit C3” – Concession unit C3, which is identified as “Unit C3” on the attached
Exhibit “A”.




                                            11
                           ARTICLE 2- LEASED PREMISES

      2.01   Description of Leased Premises.

      Subject to the terms, conditions and covenants set forth herein, the County
hereby leases to Company, and Company hereby agrees to lease from the County the
Leased Premises.

      2.02   Relocation.

       A.    The County may require Company to expand, reduce, or relocate Leased
Premises in the Terminal in accordance with the requirements of this Section. Any such
relocation, expansion, or reduction shall be accomplished as expeditiously as
reasonable under the circumstances by Company and the parties shall enter into an
amendment to this Agreement reflecting any adjustment to the Leased Premises. To
the extent space is available, the County will attempt to provide Company with alternate
Leased Premises that are comparable to any space that may need to be vacated.

       B.     In the event that the County determines, in its sole and absolute
discretion, that it is necessary to relocate, expand or reduce all or a portion of the
Leased Premises, the County agrees to:

             1.      Notify Company at least ninety (90) days in advance of the
      relocation, expansion or reduction of the Leased Premises; and

            2.    Buy out Company’s un-depreciated capital investment in
      Leasehold Improvements located in affected portions of the Leased Premises in
      accordance with the provisions of Section 18.06(A)

      2.03   Condition of the Leased Premises and Airport.

      Company expressly acknowledges that it accepts the same “As Is, Where Is” in
the condition existing as of the Commencement Date, together with all defects latent
and patent, if any. Company further acknowledges that the County has made no
representations or warranties of any nature whatsoever regarding the Airport or the
Leased Premises, including, but not limited to, the physical condition of the Leased
Premises or any improvements located thereon.

ARTICLE 3 - EFFECTIVE DATE/TERM

      3.01   Effective Date.

       This Agreement is expressly contingent upon the approval of the Palm Beach
County Board of County Commissioners and shall become effective when signed by the
parties and approved by the Palm Beach County Board of County Commissioners (the
“Effective Date”).

                                          12
       3.02   Term.

       Except as otherwise provided for herein, the term of this Agreement shall
commence on the Commencement Date and expire thirteen (13) years from the date of
Beneficial Occupancy (the “Term”), unless terminated earlier as provided for in this
Agreement. The County shall have no liability to Company if possession of any portion
of the Leased Premises by Company is delayed due to construction or for other reasons
beyond the County’s control.

       3.03   Existing Concessionaire.

       Company acknowledges that the Existing Units and Office and Storage Space are
under lease to the Existing Concessionaire until October 1, 2008. No representation or
warranty is being given by the County as to when the Existing Concessionaire will vacate
the Existing Units and Office and Storage Space. In the event County is unable to
provide Company with possession of the Existing Units and Office and Storage Space on
October 1, 2008, the full extent of the Company’s damages and remedies against the
County for any delay in providing Company with possession of the Existing Units and
Office and Storage shall be an abatement of rental for those concession units, which are
unavailable for build out due to the Existing Concessionaire’s failure to vacate, until such
time as the County delivers possession of such concession units to Company.

       3.04   Transition Plan.

       Within thirty (30) days of the Effective Date, Company shall deliver a written plan
to the County for transition of the retail concession operations from the Existing
Concessionaire and a schedule for build out of the Leased Premises (“Transition Plan”)
to ensure that quality, uninterrupted retail concession services are available in the
Terminal throughout the Term of this Agreement. The Transition Plan shall also include
a detailed description of any temporary facilities to be used by Company. The
Transition Plan shall be subject to the prior written approval of the County. Build out of
the Leased Premises shall be in accordance with the approved Transition Plan, unless
otherwise approved in writing by the County.

       3.05   Earlier Commencement Date.

        Notwithstanding any provision of this Article to the contrary, in the event Unit C3
is available prior to October 1, 2007, and/or the Existing Concessionaire vacates all or a
part of the Existing Units and Storage Space prior to October 1, 2008, the
Commencement Date for such space shall be the date the County notifies Company in
writing that Company shall have the right to take possession of such space. Company
shall deliver a modified Transition Plan to the County taking into account the earlier
Commencement Date, which shall be subject to prior written approval of the County.




                                            13
                      ARTICLE 4- RIGHTS AND OBLIGATIONS

      4.01   Merchandise.

       Company shall have the non-exclusive right and obligation to sell printed
materials, sundries, gifts, and general merchandise to passengers, employees, and the
general public in accordance with the terms and conditions of this Agreement. Except
as otherwise provided for herein, Company shall not have the right to sell any food or
beverages at the Airport. Company shall have the non-exclusive right to sell pre-
packaged food items that do not require on-site preparation, such as bagged potato
chips, snack size crackers, nuts or candy, and canned or bottled beverages. The
County shall have the right to prohibit Company from selling any food items or
beverages determined by the County, in its sole and absolute discretion, not to comply
with the limitations set forth in this Section 4.01.

      4.02   Space Allocation.

      No more than ten percent (10%) of the concession space within the Leased
Premises (excluding the Office and Storage Space) may be used for storage or office
purposes.

      4.03   Signs.

       Company shall install and maintain appropriate signs in or upon the Leased
Premises, provided that the location, design, installation, and maintenance of all signs
shall be subject to the provisions of Article 15 and the prior written approval of the
County.

      4.04   Employee Parking.

       Parking for Company’s employees shall be provided by the County on a
space-available basis in the employee parking area in common with employees of other
operators and tenants at the Airport. The County shall charge Company a parking fee
for the use by its employees of the employee surface parking area. The current
employee parking rate is One Hundred Dollars ($100) per space per year. The County
may change the parking fee, from time to time, upon giving thirty (30) days prior written
notice to Company. Parking fees shall be assessed to the Company on an annual basis
and shall be paid by Company within fifteen (15) days of receipt of the parking invoice.

      4.05   Construction.

       Company shall construct improvements on the Leased Premises for use in its
operations in accordance with the minimum investment requirements outlined in Article
7 and the plans and construction schedule approved, in writing, by the County.




                                           14
      4.06   Public Areas.

        Company shall have the right to use the Public Areas for the uses for which
those Public Areas are designed. Company’s rights under this Section shall include the
right of ingress and egress to and from the Leased Premises. Company acknowledges
and agrees that the Public Areas shall at all times be subject to the exclusive control
and management of the County. The County shall have the full right and authority to
make all rules and regulations as the County may, in its sole and absolute discretion,
deem proper, pertaining to the proper operation and maintenance of the Public Areas.
The County shall have the right to modify or relocate the Public Areas at any time and in
any way it deems appropriate, including, but not limited to, reconfiguration of the Public
Areas, expansion or contraction of the Public Areas, or changing access points to and
from the Public Areas.

             ARTICLE 5 - RESTRICTIONS ON USES AND PRIVILEGES

      5.01   Use of Leased Premises.

       The Leased Premises shall be used only for the purposes expressly specified in
this Agreement. Company shall not at any time during the Term hereof vacate or cease
operations in any portion of Leased Premises without the prior written consent of the
County.

      5.02   Non-Exclusive Rights.

       Company’s rights under this Agreement are non-exclusive with the exception of
the exclusive right to occupy and use the Leased Premises for the purposes set forth
herein. Notwithstanding any provision of this Agreement to the contrary, the County
shall retain the right to grant the same or similar privileges under separate agreements
to other lessees or concessionaires at the Airport.

      5.03   Conflicts with Other Concessions.

       Notwithstanding any provision of this Agreement to the contrary, Company
understands and agrees that, in the event of a conflict between Company and any other
lessee or concessionaire in the Terminal as to specific items to be sold or services to be
provided, the Department shall make the final determination as to which product or
service may be sold or provided by each concessionaire or lessee.

      5.04   Prohibited Items.

     Company shall not install, sell and/or display any Prohibited Items within the
Leased Premises.




                                           15
                 ARTICLE 6 - RENT AND ACCOUNTING RECORDS

      6.01   Monthly Rental during Transition Period.

       During the Transition Period, Company shall pay to the County the Monthly
Percentage Rent. Monthly Percentage Rent shall be due on or before the fifteenth (15th)
day of each and every month for the preceding month during the Transition Period and
shall be delivered with the Statement of Gross Receipts.

      6.02   Rental after Beneficial Occupancy.

       Commencing on the date of Beneficial Occupancy, Company shall pay to County
annual rent equal to the greater of the Minimum Annual Guarantee or Percentage Rent
(“Annual Rent”). Annual Rent shall be payable on a monthly basis as provided for
herein and shall be reconciled on an annual basis in accordance with the provisions of
Section 6.14 below.

      6.03   Minimum Annual Guarantee.

      A.     The Minimum Annual Guarantee for each Lease Year shall be as follows:

      Time Period                          Minimum Annual Guarantee
      First Lease Year                     $1,350,000
                                           Ninety percent (90%) of the Annual
                                           Rent for the first Lease Year, or the
      Second Lease Year
                                           Minimum Annual Guarantee for the first
                                           Lease Year, whichever is higher.
                                           Ninety percent (90%) of the Annual
      Third Lease Year and each Lease
                                           Rent for the prior Lease Year, or the
      Year thereafter through remainder of
                                           Minimum Annual Guarantee for the
      the Term
                                           prior Lease Year, whichever is higher.

       B.    Commencing on the date of Beneficial Occupancy and on the first (1st) day
of each and every month thereafter, Company shall pay to the County one-twelfth (1/12)
of the Minimum Annual Guarantee for the applicable Lease Year, without demand,
deduction, holdback or setoff.

       C.    In the event the date of Beneficial Occupancy or the termination date of
this Agreement occurs on a day other than the first or last day of a calendar month, the
monthly Minimum Annual Guarantee payment payable pursuant to Section 6.03(B) shall
be prorated based on the number of days in that month.




                                          16
      6.04     Statement of Gross Receipts.

       On or before the fifteenth (15th) day of each month, Company shall deliver to the
County a correct accounting statement, in a form and detail satisfactory to the
Department, which includes the information required in this Section and is signed by
Company or Company’s responsible agent under penalty of perjury (“Statement of
Gross Receipts”). Each Statement of Gross Receipts shall: (i) state the Monthly
Percentage Rent due for the preceding calendar month; (ii) state the total amount of
Gross Receipts for the preceding calendar month; (iii) state the total amount of Gross
Receipts attributable to each concession unit located within the Leased Premises for the
preceding calendar month; and (iv) separately identify any exclusions from Gross
Receipts. Upon thirty (30) days prior written notice, the Department may require
Company to change the form of the Statement of Gross Receipts and/or require the
Company to submit additional information pertaining to Gross Receipts. Company
agrees to modify the Statement of Gross Receipts upon the Department’s written
request and to provide any such additional information the Department may request in
writing. The Department may require the Statement of Gross Receipts to be delivered
electronically.

      6.05     Percentage Rent.

       After Beneficial Occupancy, in the event the Monthly Percentage Rent is greater
than (1/12) of the Minimum Annual Guarantee for the applicable Lease Year, Company
shall pay the difference to the County. Such payment shall be delivered with the
Statement of Gross Receipts on or before the fifteenth (15th) day of the month.

      6.06     Rent for Additional Office and Storage Space.

        In the event Company desires to lease additional office and/or storage space
within the Terminal, Company shall be required to pay rental for the use of such space
in addition to the rental provided for herein. The parties shall enter into an amendment
to this Agreement to provide for the rental of any additional office and/or storage space
to Company.

      6.07     Place of Payment and Filing.

        All payments required to be made by Company and all reports required to be
filed hereunder shall be delivered to:

             Palm Beach County Department of Airports
             ATTN: Accounting Section
             846 Palm Beach International Airport
             West Palm Beach, Florida 33406-1470

The designated place of payment and filing may be changed at any time by the
Department upon ten (10) days prior written notice to Company. Payments made by

                                              17
check shall be payable to “Palm Beach County”. Company assumes all risk of loss if
payments are made by mail.

      6.08   Form of Payment.

      All payments due under this Agreement shall be paid in lawful money of the
United States of America, without offset or deduction or prior notice or demand. No
payment by Company or receipt by the County of a lesser amount than the payment
due shall be deemed to be other than on account of the payment due, nor shall any
endorsement or statement on any check or any letter accompanying any check or
payment be deemed to establish an accord and satisfaction, and the County may
accept such check or payment without prejudice to the County’s right to recover the
balance of said amount due or pursue any other remedy in this Agreement.

      6.09   Performance Guarantee.

        Prior to the Effective Date, Company shall deliver a surety bond or a clean,
irrevocable letter of credit in favor of the County in a form and issued by a company
satisfactory to the County (the “Performance Guarantee”). The Performance Guarantee
shall be in an amount equal to: (i) Six Hundred, Seventy-Five Thousand Dollars
($675,000) during the Transition Period; and (ii) fifty percent (50%) of the Minimum
Annual Guarantee for the then current Lease Year from Beneficial Occupancy through
the remainder of the Term. The Performance Guarantee shall be continuously
maintained throughout the Term and secure Company’s full and faithful performance
and observance of all of Company’s obligations under this Agreement and under any
other written agreement between Company and the County. The Performance
Guarantee shall not be considered to be held in trust by the County for the benefit of
Company, and shall not be considered an advance payment of rent or a measure of the
County’s damages in the case of an event of default by Company. The County may,
but shall not be obligated to, draw upon and apply the Performance Guarantee to: (i)
pay any rent not paid on or before the date it was due and the County shall not be
required to give notice or opportunity to cure before drawing on the Performance
Guarantee; and/or (ii) remedy any other violation of this Agreement, after Company has
received notice and opportunity to cure. Further the County may draw down the entire
Performance Guarantee immediately, without notice to Company, upon receipt of a
notice of non-renewal of the form of the Performance Guarantee. If the County applies
any of the Performance Guarantee to any of the above, Company shall, immediately
upon demand, replenish the Performance Guarantee to its full amount. If Company fully
performs all of its obligations under this Agreement, the Performance Guarantee, or any
balance remaining, will be released within thirty (30) days from the expiration or
termination of this Agreement and delivery of the Leased Premises to the County.
However, if any question exists concerning Company’s full compliance with this
Agreement or if there is any obligation under this Agreement to be performed after the
expiration or earlier termination of this Agreement, the County shall be entitled to
require that the Performance Guarantee remain in place until the County is fully
satisfied that there has been no violation of the Agreement and all obligations due under

                                           18
this Agreement have been fully performed, even if it takes the County longer than thirty
(30) days to make such a determination to the County’s satisfaction.

      6.10   Delinquent Rent.

       Without waiving any other right or action available to the County, in the event any
payment due to the County pursuant to this Agreement is not received by the County by
the due date, Company shall pay to the County interest thereon at the rate of one and
one-half percent (1.5%) per month or the maximum legal rate, whichever is greater,
from the date such payment was due and payable until paid. Acceptance of interest on
any overdue payment (or any portion of the overdue payment) by the County shall not
constitute a waiver of Company’s default with respect to such overdue payment, or
prevent the County from exercising any of the other rights and remedies granted
hereunder.

      6.11   Sales and Use Tax.

       Company shall pay monthly to the County any sales, use or other tax, or any
imposition in lieu thereof (excluding State and/or Federal Income Tax) now or
hereinafter imposed upon the rents, use or occupancy of the Leased Premises imposed
by the United States of America, the State of Florida, or Palm Beach County,
notwithstanding the fact that the statute, rule, ordinance or enactment imposing the
same may endeavor to impose the tax on the County.

      6.12   Accounting Records.

       Company shall keep, throughout the Term of this Agreement, all books of
accounts and records customarily used in this type of operation, and as from time to
time may be required by the Department, in accordance with Generally Accepted
Accounting Principals prescribed by the American Institute of Certified Public
Accountants or any successor agency thereto. Such books of accounts and records
shall be retained and be available for three (3) years from the end of each Lease Year,
including three (3) years following the expiration or termination of this Agreement. The
County shall have the right to audit and examine during normal business hours all such
books of accounts and records relating to Company’s operations hereunder. If the
books of accounts and records are kept at locations other than the Airport, Company
shall, at its sole cost and expense, arrange for them to be brought to a location
convenient to the auditors for the County in order for the County to conduct the audits
and inspections as set forth in this Article. Failure to maintain books of accounts and
records as required under this Article shall be a material default of this Agreement. The
obligations arising under this Section shall survive the expiration or termination of this
Agreement until satisfied.

      6.13   Audit Requirements for Transition Period.

      Within ninety (90) days after Beneficial Occupancy, Company shall provide the

                                           19
County with an audit report on all Gross Receipts from operations at the Airport and
from the operations of any of Company’s subsidiaries, contractors, management
companies, or related or affiliated companies involved in providing services covered by
this Agreement. The audit report shall cover the entire Transition Period. The audit
report shall be in the format required by the Department and shall be prepared by an
independent Certified Public Accountant, not a regular employee of Company, in
accordance with Generally Accepted Auditing Standards prescribed by the American
Institute of Certified Public Accountants or any successor agency thereto. The audit
report shall include the following:

       A.     The total amount of Gross Receipts for the Transition Period;

       B.     A schedule of Gross Receipts by month attributable to each concession
unit, which shall also detail any exclusions from Gross Receipts;

       C.     A schedule of rental payments that have been paid to the County; and

      D.     The audit report shall include an opinion on the schedule of all Gross
Receipts by concession unit and by month, the schedule of payments to the County,
any exclusions from Gross Receipts and the calculation of rental payments.

       Delivery of an audit report containing a qualified opinion, an adverse opinion, or a
disclaimer of opinion, as defined by the American Institute of Certified Public
Accountants or any successor agency thereto, shall be deemed to be a material breach
of this Agreement. If the audit report indicates that the total rental (together with any
sales taxes thereon) due and owing for the Transition Period is greater than the amount
paid by Company to the County during the Transition Period, Company shall pay the
difference to County with the audit report. If the total rental actually paid by Company to
County during the Transition Period exceeds the total rental due and owing for the
Transition Period, the County shall credit the overpayment in the following order: (i)
against any past due amounts owed to the County by Company, including interest and
late fees; (ii) against currently outstanding, but not yet due, rental payments owed to the
County by Company; and (iii) against any other sums payable by Company to the
County.

       6.14   Audit Requirements after Beneficial Occupancy.

        Within ninety (90) days after the end of each Lease Year, Company shall provide
the County with an audit report on all Gross Receipts from operations at the Airport and
from the operations of any of Company’s subsidiaries, contractors, management
companies, or related or affiliated companies involved in providing services covered by
this Agreement. The audit report shall cover the preceding Lease Year. The audit
report shall be in the format required by the Department and shall be prepared by an
independent Certified Public Accountant, not a regular employee of Company, in
accordance with Generally Accepted Auditing Standards prescribed by the American
Institute of Certified Public Accountants or any successor agency thereto. The audit

                                            20
report shall include the following:

       A.     The total amount of Gross Receipts for the preceding Lease Year;

       B.     A schedule of Gross Receipts by month attributable to each concession
unit, which shall also detail any exclusions from Gross Receipts;

       C.     A schedule of rental payments that have been paid to the County; and

      D.     The audit report shall include an opinion on the schedule of all Gross
Receipts by concession unit and by month, the schedule of payments to the County,
any exclusions from Gross Receipts and the calculation of rental payments.

        Delivery of an audit report containing a qualified opinion, an adverse opinion, or a
disclaimer of opinion, as defined by the American Institute of Certified Public
Accountants or any successor agency thereto, shall be deemed to be a material breach
of this Agreement. If the audit report indicates that the total Annual Rental (together with
any sales taxes thereon) due and owing for any Lease Year is greater than the amount
paid by Company to the County during such Lease Year, Company shall pay the
difference to the County with the audit report. If the total Annual Rental actually paid by
Company to the County during any Lease Year exceeds the total Annual Rental due
and owing for such Lease Year, the County shall credit the overpayment in the following
order: (i) against any past due amounts owed to the County by Company, including
interest and late fees; (ii) against currently outstanding, but not yet due, rental payments
owed to County by Company; and (iii) against any other sums payable by Company to
the County. Notwithstanding the foregoing, in the event of an overpayment by
Company during the last Lease Year, the County shall credit the overpayment against
any remaining amounts owed to County, including interest and late fees, and refund to
Company any overpayment amount in excess of the credit. The obligations arising
under this Section shall survive the expiration or termination of this Agreement until
satisfied.

       6.15   Audit by County.

        Notwithstanding any provision in this Agreement to the contrary, the County or its
representative(s) may at any time perform audits of all or selected operations performed
by Company under the terms of this Agreement. In order to facilitate the audit
performed by the County, Company agrees to make suitable arrangements with the
Certified Public Accountant, who is responsible for preparing the audit reports on behalf
of Company pursuant to Sections 6.13 and 6.14, to make available to the County’s
representative(s) any and all working papers relevant to the audit performed by the
Certified Public Accountant. The County or its representative(s) shall make available to
Company a copy of the audit report prepared by or on behalf of the County. Company
shall have thirty (30) days from receipt of the audit report from the County or its
representative(s) to provide a written response to the Department regarding the audit
report. Company agrees that failure of Company to submit a written response to the

                                            21
audit report in accordance with the requirements of this Section shall constitute
acceptance of the audit report as issued.

       6.16   Abatement of Minimum Annual Guarantee.

       In the event the number of passengers enplaning on scheduled airline flights at
the Airport during any calendar month shall be less than seventy percent (70%) of the
number of such enplaning passengers in the same month in the base calendar year of
2006, Company shall not be required to pay to the County that portion of the Minimum
Annual Guarantee that would otherwise be due and payable in accordance with the
requirements of this Agreement for that month. During the abatement period, Company
shall continue to pay to the County the Monthly Percentage Rent with the Statement of
Gross Receipts, and, if applicable, the County shall credit Company a pro-rated portion
of any payment of the Minimum Annual Guarantee as may have been paid in advance.
Company acknowledges and agrees that Company shall remain liable for payment of
the full Percentage Rent notwithstanding any reduction in the Minimum Annual
Guarantee for that year.

                         ARTICLE 7 - MINIMUM INVESTMENT

       7.01   Minimum Initial Investment.

       Company shall expend a minimum of ________{insert amount proposed}__
Dollars ($__________) (“Minimum Initial Investment”) on the construction, furnishing,
and equipping (including Leasehold Improvements and Trade Fixtures) of the Leased
Premises. Notwithstanding the foregoing, Excluded Costs shall not be counted toward
Company’s satisfaction of the Minimum Initial Investment expenditure requirement.

       7.02   Certified Construction Costs.

       Within sixty (60) days after completion of construction, Company shall provide
the County with a statement certified by an independent Certified Public Accountant
(“Statement of Costs”), which shall set forth: (i) the total cost of installing the Leasehold
Improvements and Trade Fixtures, including the associated architectural, engineering,
and interior design fees of independent consultants; and (ii) the Allowable Costs.
Except as otherwise provided for herein, if the Allowable Costs incurred by Company
are less than the required Minimum Initial Investment, Company shall pay the difference
to the County within thirty (30) days of delivery of the Statement of Costs. In addition to
the Statement of Costs, Company shall submit a depreciation schedule for all
Leasehold Improvements by location calculated in accordance with Section 18.06(A).
Such depreciation schedule shall be updated upon the installation and delivery of the
Statement of Costs for all mid-term refurbishments. For purposes of the depreciation
schedule, original installation and/or construction costs for the Leasehold Improvements
shall not include Excluded Costs.




                                              22
      7.03   Mid-term Refurbishment.

       Within the first sixty (60) days of the fifth (5th) Lease Year (“First Mid-term
Refurbishment”) and within the first sixty (60) days of the tenth (10th) Lease Year
(“Second Mid-term Refurbishment”), Company shall submit plans and an
implementation schedule for approval by the County for mid-term refurbishments to
occur during the fifth (5th) and tenth (10th) Lease Years.         The cost of such
refurbishments shall be a minimum of _____{insert amount proposed}______Dollars
($_________) for the First Mid-term Refurbishment and __{insert amount
proposed}_______Dollars ($__________) for the Second Mid-term Refurbishment
(each, the “Minimum Mid-term Investment”). All mid-term refurbishments shall comply
with the Tenant Design Guidelines. Company shall proceed with construction of all mid-
term improvements in accordance with the implementation schedule approved by the
Department. Within sixty (60) days of completion of each mid-term refurbishment,
Company shall deliver a Statement of Costs prepared in accordance with Section 7.02.
Excluded Costs shall not be counted toward satisfaction of the Minimum Mid-term
Investment expenditure requirement. Except as otherwise provided for herein, if the
Allowable Costs incurred by Company are less than the required Minimum Mid-term
Investment, Company shall pay the difference to the County within thirty (30) days of
delivery of the Statement of Costs.

      7.04   Election to Defer Payment of Costs.

       In the event Company fails to make the required Minimum Initial Investment or
either Minimum Mid-term Investment, the County may elect to require Company to
expend the difference between the Allowable Costs as detailed in the Statement of
Costs and the Minimum Initial Investment or Minimum Mid-term Investment, as
applicable, on the future improvement and refurbishment of the Leased Premises. In
the event the County elects to defer payment of such costs, the parties shall enter into
an amendment to this Agreement to address the improvement and refurbishment of the
Leased Premises required to be made by Company pursuant to this Section 7.04.

                            ARTICLE 8 - IMPROVEMENTS

      8.01   Approval of Plans and Specifications and Provision of Drawings.

         Any improvements to be made to or upon the Leased Premises by Company,
and any subsequent alterations or additions to such improvements, shall be subject to
the prior written approval of the County. Full and complete plans and specifications for
all work, facilities, improvements, and finishes, and the time required to complete same,
shall be submitted to and receive the written approval of the County before any work or
construction is commenced. First-class standards of design and construction, as
determined by the County, shall be complied with in connection with all such work,
facilities, and improvements; and all construction shall conform to the County’s Tenant
Design Guidelines. Sets of plans and materials for all improvements or subsequent
changes therein or alterations thereof shall be given to the County for review prior to

                                           23
commencement of construction in accordance with the requirements listed in the Tenant
Design Guidelines; after final approval by the County, the County shall return to
Company one (1) approved copy for Company’s records and shall retain one (1)
approved copy as an official record thereof.

       8.02   Improvements Conform to Statutes and Ordinances.

      All improvements, furniture, fixtures, equipment, and finishes, including the
associated plans and specifications, constructed or installed by Company, its agents, or
contractors, shall conform in all respects to applicable statutes, ordinances, building
codes, and rules and regulations, including the ADA Act of 1990, as outlined in the
Tenant Design Guidelines. Any approval given by the County shall not constitute a
representation or warranty as to such conformity; responsibility therefor shall at all times
remain with Company.

       8.03   Approvals Extend to Architectural and Aesthetic Matters.

       Approval of the County shall extend to and include architectural and aesthetic
matters and the County reserves the right at its sole and absolute discretion to reject
any layout or design proposals submitted and to require Company to resubmit any such
layout or design proposals until they receive the County’s approval.

       8.04   Disapprovals.

       In the event of disapproval by the County of any portion of any plans or
specifications, Company shall promptly submit necessary modifications and revisions
thereof for approval by the County. No substantial changes or alterations, as
determined by the County, shall be made in said plans or specifications after initial
approval by the County, and no alterations or improvements shall be made to or upon
the Leased Premises without the prior written approval of the County.

       8.05   Provision of As-Built Drawings.

      Upon completion of any construction project, Company shall provide the County
two (2) completed sets of as-built drawings in reproducible form as specified by the
County and an electronic file of As-Built Drawings in a format acceptable to the County.
Company agrees that, upon the request of the County, Company will inspect the
Leased Premises jointly with the County to verify the as-built drawings.

       8.06   Construction Bonds.

       Company shall ensure that all improvements are constructed to completion in
accordance with the approved plans and specifications and that all persons or entities
performing work or providing materials relating to such improvements including, but not
limited to, all contractors, subcontractors, sub-subcontractors, laborers, materialmen,
suppliers and professional, are paid in full for such services and materials. Company, at

                                            24
its sole cost and expense, shall cause to be made, executed and delivered to the
County prior to commencement of any improvements to the Leased Premises, a bond,
drawn in a form and issued by a company approved by the County, guaranteeing
compliance by the Company of its obligations arising under this Article 8.

       8.07   Contractor Requirements.

         Company shall require contractors to furnish for the benefit of the County a public
construction bond as required under Section 255.05, Florida Statutes, in a form
approved by County. Company shall also require contractors to furnish satisfactory
evidence of statutory Worker’s Compensation insurance, comprehensive general
liability insurance, comprehensive auto insurance and physical damage insurance on a
Builder’s Risk form with the interest of the County endorsed thereon, in such amounts
and in such manner as County’s Risk Management Department may reasonably
require. The County’s Risk Management Department may require additional insurance
for any alterations, additions or improvements approved pursuant to this Agreement in
such amount(s) as the County’s Risk Management Department reasonable determines
to be necessary.

       8.08   No Liens.

        Company covenants and agrees that nothing contained in this Agreement shall
be construed as consent by the County to subject the estate of the County to liability
under the Construction Lien Law of the State of Florida. Company shall notify any and
all parties or entities performing work or providing materials relating to any
improvements made by Company of this provision of this Agreement. If so requested
by the County, Company shall file a notice satisfactory to the County in the Public
Records of Palm Beach County, Florida stating that the County’s interest shall not be
subject to liens for improvements made by Company. In the event that a construction
lien is filed against the Leased Premises or other County property in connection with
any work performed by or on behalf of Company, Company shall satisfy such claim, or
transfer same to security within ten (10) days, the County may do so and thereafter
charge Company, and Company shall promptly pay to the County upon demand all
costs incurred by the County in connection with the satisfaction or transfer of such
claim, including, but not limited to, attorney’s fees.

       8.09   Structural Alterations.

      Company shall not make any structural alterations to the Leased Premises,
without the prior written consent of the County.

       8.10   Alterations to Airport.

       Company acknowledges that from time to time the County may undertake
construction, repair, or other activities related to the operation, maintenance, and repair
of the Terminal that may temporarily affect Company’s operations hereunder. Company

                                            25
agrees to accommodate the County in such matters, even though Company’s own
activities may be inconvenienced, and Company agrees that no liability shall attach to
the County, its members, employees, or agents by reason of such inconvenience or
impairment. It is agreed that in the event such activities of the County substantially
impair the operations of Company under this Agreement, the Minimum Annual
Guarantee shall be waived during such period of substantial impairment, with what
constitutes “substantial impairment” being determined at the sole discretion of the
County after consultation with Company.

      8.11   Removal and Demolition.

      Company shall not remove or demolish, in whole or in part, any Leasehold
Improvements upon the Leased Premises without the prior written consent of the
County. The County may, in its sole and absolute discretion, condition such consent
upon the obligation of Company, at Company’s cost, to replace the same by an
improvement specified in such consent.

      8.12   Video and Audio System.

      Company may install video equipment in its Leased Premises in accordance with
plans and specifications to be submitted to the County, but shall not install any paging
or audio system within the Leased Premises without the prior written consent of the
County.

                                  ARTICLE 9 - TITLE

       All improvements made to the Leased Premises by Company, and any additions
and alterations thereto made by Company, shall be and remain the property of
Company until the termination of this Agreement (whether by expiration of the Term,
cancellation, forfeiture or otherwise), at which time said improvements, except for
Personal Property, and expendables, shall become the property of the County, at no
cost to the County.

                            ARTICLE 10 - MAINTENANCE

      10.01 Airport Maintenance Obligations.

       A.     The County shall provide, or cause to be provided, structural maintenance
of the Terminal and shall provide, or cause to be provided, the washing of the exterior of
all windows, if any, in the Leased Premises at periodic intervals.

       B.     The County shall, throughout the Term of this Agreement, maintain all
Airport-owned roads on the Airport giving access to the Terminal in good and adequate
condition for use by cars and trucks and shall maintain free and uninterrupted access to
the Terminal over said roads at all times, unless security or construction conditions
dictate otherwise, including road closures required by the Department of Homeland

                                           26
Security or the Airport Police. The County reserves the right to restrict access to the
Terminal for deliveries during peak activity periods by giving ten (10) days’ notice of
such restrictions.

       10.02 Company’s General Obligations.

       Company shall be obligated, without cost to the County, to maintain the Leased
Premises and every part thereof in good appearance, repair, and safe condition.
Company shall maintain and repair all Leasehold Improvements on the Leased
Premises and all furnishings, fixtures, and equipment therein, whether installed by
Company or by others, including repainting or redecorating as necessary, and replacing
or repairing worn carpet, tile, fixtures, or furnishings. Company’s responsibilities include
the maintenance, repair, and replacement of all utility lines and connections, wiring,
communication cables, fire alarm systems and protection devices, panels, and
associated parts and equipment located within or exclusively serving the Leased
Premises. All such maintenance and repairs shall be of quality equal to the original in
materials and workmanship, and all work, including paint colors, shall be subject to the
prior written approval of the County.

       10.03 Preventative and Routine Maintenance Programs.

       Upon the execution of this Agreement, Company shall establish a preventive and
routine maintenance program to maintain the Leased Premises in like-new condition,
the provisions of which shall be subject to the approval of and periodic review by the
Department. On or before January 31 of each year, Company shall provide the
Department with a written schedule of Company’s cleaning and maintenance program.

       10.04 County Sole Judge of Maintenance.

        The County shall be the sole judge of the quality of maintenance of the Leased
Premises. The County or its authorized agents may, during Company’s working hours
and without notice, enter upon the Leased Premises to determine if maintenance
satisfactory to the County is being performed. If it is determined that such maintenance
is not satisfactory, the County shall so notify Company in writing. If such maintenance
is not performed to County standards by Company within seven (7) days after receipt of
written notice, the County or its agents thereafter shall have the right to enter upon the
Leased Premises and perform the maintenance thereof and Company agrees to
promptly reimburse the County for the cost thereof, plus twenty percent (20%) for
administrative overhead.

       10.05 Routine Refurbishment.

       On or about the commencement of each calendar year, representatives of the
County and Company shall tour the Leased Premises and jointly agree upon what, if
any routine refurbishment is required to maintain the Leased Premises in first-class
condition, and Company shall promptly undertake such refurbishment at its sole cost

                                            27
and expense. If Company and the County cannot jointly agree upon the type and extent
of refurbishment, the County may, in its sole discretion, determine the refurbishment
required. For purposes of this paragraph, “refurbishment” shall mean the routine
repainting or redecoration of concession space within the Leased Premises, including
the replacement or repair of worn carpet, tile, furnishings, fixtures, finishes, or
equipment.

       10.06 Hazardous Conditions.

       Upon discovery, Company shall immediately give oral notice to the Airport
Director of any hazardous or potentially hazardous conditions in the Leased Premises
or in the Terminal. Any hazardous or potentially hazardous condition in the Leased
Premises shall be corrected immediately by Company upon receipt of oral notice from
the Airport Director. At the direction of the Airport Director, Company shall close the
Leased Premises until such hazardous or potentially hazardous condition is removed.

       10.07 Maintenance Personnel and Program.

       Company agrees to employ sufficient personnel, and provide the necessary
equipment, to keep the Leased Premises and all furnishings, fixtures, and equipment
clean, neat, safe, sanitary, and in good working order and condition at all times.

       10.08 Health and Sanitary Regulations.

       Company shall comply with all health and sanitary regulations adopted by all
applicable governing bodies and all rules and regulations promulgated by the County.
Company shall give access for inspection purposes to any duly authorized
representatives of such governing bodies and to the Airport Director. Company shall
provide the County with copies of all inspection reports, within forty eight (48) hours of
receipt.

       10.09 Trash and Refuse.

       Company shall provide a complete and proper arrangement for the adequate
sanitary handling of all trash and other refuse caused as a result of the operation of the
Leased Premises and shall provide for its timely removal and placement in the Airport-
provided dumpster. Piling of boxes, cartons, barrels, or other similar items in view of a
public area is prohibited. Company shall keep any areas used for trash and garbage
storage prior to removal from Airport in a clean and orderly condition so as not to attract
rodents, pests, or birds, or create an offensive odor.

       10.10 Transporting Trash and Refuse.

      In transporting trash and refuse from the Leased Premises, Company shall use
only carts, vehicles, or conveyances that are covered, leak proof, and equipped with
wheels suitable for operating on carpets and tile without damage thereto. Such disposal

                                            28
shall take place during hours as may be approved by the County. Trash or debris shall
not be allowed to accumulate or be stored on any portion of the Leased Premises.

      10.11 Cleaning and Janitorial Services.

       Company shall at all times maintain the Leased Premises, including all customer
seating areas, and all equipment and materials used by Company in a clean and
sanitary condition, including, but not limited to, keeping them free of rubbish, dirt,
insects, rodents and vermin in accordance with the policies set by the County as well as
all laws, statutes, ordinances, and regulations set by the local and regional
governmental agencies. All cooking equipment, refrigeration, freezer, storage units,
and piping shall be constructed to facilitate the necessary cleaning and sterilization.
Company shall provide and maintain trash receptacles, as required, in any customer
seating areas provided within the Leased Premises.

                                ARTICLE 11- UTILITIES

      11.01 County Improvements and Services.

       The County shall provide and maintain, water, sewer, general lighting, electrical
power, and heating and air-conditioning for the Terminal. Electrical service shall be
provided to the perimeter of the Leased Premises only, with build-out within the Leased
Premises the responsibility of the Company. At no time shall Company’s use of electric
current exceed the capacity of the wiring servicing the Leased Premises. Temperatures
in the Leased Premises shall be comparable to temperatures within the Terminal. If
Company requires additional capacity for lighting, electrical power, water, telephone
outlets, or adjustments to the heating and air-conditioning system, beyond the
capacities provided by the County, such additional improvements or services shall be
subject to the prior written approval of the Department, and any such approved
improvements or services shall be made at Company’s expense.

      11.02 Utility Charges.

         Company agrees to pay for all utilities it uses, including deposits, installation
costs, and service charges. No such payment of utilities shall constitute a payment of
rent or credit against any other amount due under this Agreement. Meters for the
utilities shall be installed by Company. In the event meters are impractical, the
Department shall cause a monetary estimate of annual utility consumption to be
prepared, which shall be payable monthly and adjusted from time to time by the
Department based on increases in utility rates.

      11.03 Company’s Right to Additional Services.

      Company may, at its own expense, request and receive telephone services, Wi-
Fi services, or communication systems and shall obtain written approval from the
County before installation. Shared tenant Wi-Fi services may be installed by the County

                                           29
and Company may be required to obtain their Wi-Fi services through the County’s Wi-Fi
provider in the future.

       11.04 Interruption of Service.

       The County shall not be liable for any interruptions to the utility services provided
at the Airport or to the Leased Premises.

                      ARTICLE 12 - DAMAGE OR DESTRUCTION

       12.01 Damage Caused To Airport Property.

         Any damage caused to the Airport or any Airport property or operations or the
property of any other tenant, person, or entity caused by Company, or as a result of the
operations of Company, shall be the responsibility of Company and Company shall
reimburse the County for any such damage paid for by the County within thirty (30) days
of billing by the County. Any sums so paid by the County shall bear interest at the rate
of eighteen percent (18%) per annum or the highest rate allowed by law, whichever is
greater, from the date paid by the County until the County has been fully repaid. If the
same type of damage is caused by Company more than once, such as a water leak or
electrical service interruption, the County shall review and approve Company’s plan of
repair or may require that Company allow the County to make the repair and then
reimburse the County for the cost of such repair.

       12.02 Damage to Leased Premises.

       A.     If the Company’s Leased Premises, excluding Company’s Leasehold
Improvements or Trade Fixtures, are partially damaged by fire or other casualty, but not
rendered untenantable, the same shall be repaired to usable condition with reasonable
diligence by the County subject to the limitations provided for in this Article. In the event
such damage is caused by the negligence of the Company or its officials, agents or
employees, it shall be the responsibility of the Company to pay all loss, damage and
costs not covered by Company’s insurance proceeds. Should a portion of the Leased
Premises be untenantable, as reasonably determined by the County, rent for the
untenantable portions of the Leased Premises shall be abated as provided for herein for
the period from the occurrence of the damage to the completion of the repairs. The
amount of the rent abatement shall be calculated as the prorata portion of the Minimum
Annual Guarantee owed for the untenantable portions of the Leased Premises and such
prorata portion shall be calculated based on the square footage of the untenantable
Leased Premises as a percentage of the total square footage for all Leased Premises
from which sales are generated.

       B.     If the Leased Premises, excluding Company’s Leasehold Improvements or
Trade Fixtures, are completely destroyed by fire or other casualty or so damaged as to
remain untenantable for more than sixty (60) days, the County shall be under no
obligation to repair or reconstruct such Leased Premises. The rent for the affected

                                             30
portions of Company’s Leased Premises shall be abated as provided for herein for the
period from the date of such occurrence until such space is temporarily replaced with
other space(s), if available, which are sufficient to allow the Company to operate. The
amount of the rent abatement shall be calculated as the prorata portion of the Minimum
Annual Guarantee owed for the untenantable portions of the Leased Premises and such
prorata portion shall be calculated based on the square footage of the untenantable
Leased Premises as a percentage of the total square footage for all Leased Premises
from which sales are generated.

      C.      The County shall notify Company in writing within sixty (60) days of the
occurrence of such casualty whether it intends to repair or reconstruct the damaged
Leased Premises. If the County elects to repair or reconstruct, it shall do so with
reasonable diligence subject to limitations provided for in this Article, unless such
damage was caused by the negligence of the Company or its officials, employees, or
agents, in which case it shall be the responsibility of the Company to pay all loss,
damage, and costs not covered by the Company’s insurance proceeds. Should the
County elect not to repair or reconstruct the Leased Premises, this Agreement shall
terminate as to the untenantable portions of the Leased Premises on the date of the
County’s written notification.

      12.03         Insurance Proceeds.

        Upon receipt by Company of the proceeds of any applicable insurance policy or
policies, the proceeds shall be deposited in an escrow account approved by the
Department so as to be available to pay for the cost of such repair, replacement or
rebuilding. Any insurance proceeds shall be disbursed during construction to pay the
costs of such work. If the amount of the insurance proceeds is insufficient to pay the
costs of the necessary repair, replacement or rebuilding of such damaged
improvements and the damage was caused by Company or officials, agents or
employees, Company shall pay any additional sums required into said escrow account.
If the amount of the insurance proceeds is in excess of the costs of repair, replacement
or rebuilding, the amount of such excess shall be remitted to Company.

      12.04          Limitations to County’s Obligations.

        The County’s obligations to repair or reconstruct under the provisions of this
Article shall be limited to repairing or reconstructing damaged facilities to substantially
the same condition that existed prior to any improvements made by Company and shall
further be limited to the extent of insurance proceeds available to the County for such
repair or re-construction except as provided in Section 12.03. Company agrees that if
the County elects to repair or reconstruct as provided in this Article 12, then Company
shall proceed with reasonable diligence, at its sole cost and expense, to reconstruct or
replace the improvements installed by Company in or about the Leased Premises in a
manner and in a condition at least equal to that which existed prior to its damage or
destruction.



                                            31
                        ARTICLE 13 - CONCESSION OPERATION

      13.01 Hours of Operation.

         Company shall actively operate the Concession in the Leased Premises in a
business-like manner. The Leased Premises shall be open to serve the public seven
(7) days per week and the hours of operation shall be such that passengers of any and
all flights departing from the Airport will be accommodated. In no event shall the hours
of operation be curtailed to an extent that the service contemplated under this
Agreement shall be diminished. Company shall operate at such hours as deemed
necessary by the Department to provide a high level of service to the traveling public.
The hours of operation may be modified from time to time upon fifteen (15) days prior
written notice from the Department to Company. No facilities shall be blocked off or
closed at any time during the designated minimum hours of operation. Except as
otherwise designated by the Department in writing, the minimum hours of operation
shall be as follows:

                                  Minimum Hours of Operation
                    Units                        Minimum Hours of Operation
       Main Terminal, Pre-Security Units      4:30 a.m. to 11:00 p.m., every day
       *Concourse, Post-Security Units        4:30 a.m. to 9:30 p.m., every day
      *The concourse concession units must be open and ready to serve customers when the
      security screening checkpoint opens.


       All locations shall remain open to accommodate flight delays that are expected to
last more than one-half hour to serve Airport customers.

      13.02 Delivery of Goods.

       Company shall arrange and be responsible for the timely delivery of all goods,
stock, fixtures, and supplies to and from the Leased Premises, at such times, at such
on-Airport location(s), and by such on-Airport routes as approved in writing by the
County. Company agrees that all deliveries shall be made during the times and at the
locations(s) designated by the Department.

      13.03 Cash and Record Handling Requirements.

       A.    Company shall at all times observe cash and record handling procedures
and maintain cash and record handling systems in accordance with written procedures
submitted to and approved by the County. The County and Company agree that such
written procedures may be revised from time to time, as mutually agreed upon by
Company and the County, upon the advent of generally accepted technological
changes. The agreed-upon cash and record handling procedures and required systems
shall be incorporated in the written policy and rules and regulations of Company that


                                            32
cover the accounting and handling of all sales and services transactions related to this
Agreement.

       B.   Company shall maintain fidelity bonds in amounts standard within the
airport concession industry on its employees engaged in activities under this
Agreement.

      13.04 Shopping Service and Surveys.

       The County shall have the right at its cost to monitor and test all of Company’s
services by a shopping service selected by the County and enter the Leased Premises
to conduct surveys that may or may not pertain to Company’s business.

      13.05 Failure to Use Required Procedures and Systems.

        Where customer sales have not been recorded because of failure by Company to
comply with the requirements of this Agreement or for any other reason, Company shall
pay to the County the amount that would have been due the County, plus one and one-
half percent (1.5%) per month or the maximum legal rate, whichever is greater, for each
month that sales were not recorded. The County shall have the right to make, through a
qualified shopping service or consultant, a reasonable estimate of the losses.

              ARTICLE 14- QUALITY AND CHARACTER OF SERVICE

      14.01 Merchandising Plan.

       Company shall upon written demand from the County cease selling any item that
the County shall determine is objectionable for sale or display at the Airport and
immediately remove such item from its inventory and not thereafter offer such item for
sale at the Airport. Upon prior written approval from the County, Company may from
time to time add or delete items from its merchandise offerings.

      14.02 Quality of Merchandise.

       Company shall offer for sale only high-quality products, which are safe, free of
adulteration, sanitary, properly labeled, and as advertised. Upon written notice to
Company by the County of any violation of this provision, Company shall forthwith
correct the condition objected to within three (3) days after receipt of such notice.

      14.03 Street Pricing Policy.

      A.     Staple Items shall be priced at no more than Street Prices.

       B.      For each Staple Item, Company shall provide the County with the names
of three (3) retail outlets in Palm Beach County that sell the item and are comparable in
size and quality to the Leased Premises at the Airport. The comparable outlets must be

                                           33
valid comparables and will be used as the basis for price comparisons during the Term
of this Agreement to determine compliance with the Street Pricing Policy.

        C.    During the Term of this Agreement, Company shall at least semi-annually
provide documentation to the County comparing the prices it charges at the Airport with
the prices charged by the designated comparable outlets to establish Company’s
compliance with the Street Pricing Policy. The items used in the foregoing price
comparisons shall be the ten (10) Staple Items sold by Company having the highest
dollar sales volume and another five (5) items selected as having the highest number of
units sold. Additionally, no more than twice per year, the County may require Company
to perform a price comparison of up to twenty (20) Staple Items selected by the County.

      14.04 Adult Materials.

       Any adult materials approved for sale in the Leased Premises shall be handled in
a discreet manner so as not to offend the public. Adult magazines shall be wrapped or
covered, except for the name, and their manner of display shall be subject at all times to
the County’s approval. Any other adult materials shall be handled as directed by the
County. Company shall immediately remove from the Leased Premises all adult
materials that the County directs it to so remove and shall not thereafter display such
material on the Leased Premises. For the purposes of this Section, the County’s
designation of an item as adult material shall be final.

      14.05 Right to Object.

       The Department shall have the right to raise reasonable objections to the
appearance or condition of the Leased Premises, the quality and quantity of
merchandise, the character of the service, the hours of operation, the appearance and
performance of service personnel, and to require any such conditions or practices
objectionable to the Department to be remedied by Company.

      14.06 Nondiscriminatory Services Requirement.

       Company shall provide all services authorized hereunder to its customers and
patrons upon a fair, equal, and nondiscriminatory basis and charge fair, reasonable, and
nondiscriminatory prices; provided, however, that Company may make or give such
reasonable and nondiscriminatory discounts, rebates, or other similar price reductions
as it may desire to its employees and other Airport employees.

      14.07 Type of Operation.

      Company shall maintain and operate the Leased Premises granted hereunder in
an orderly, proper, and first-class manner, which, in the sole judgment of the County,
does not annoy, disturb, or offend others at the Airport.




                                           34
      14.08 Replacements and Refunds.

       Company shall without any additional charge to the purchaser, exchange any
product determined by the purchaser to be unsatisfactory, flawed, defective, or of poor
quality or shall provide a full refund of the purchase price.

      14.09 Credit and Debit Cards and Travelers Checks.

      At all times during the Term of this Agreement, Company shall accept as
payment for goods and services travelers’ checks and at least three (3) nationally
recognized credit or debit cards as designated by the County. The selection of
acceptable credit cards shall include at least two (2) of the following: VISA, Master
Card, or American Express. Such travelers’ checks and credit and debit cards shall be
accepted as a service to the public for all purchases.

      14.10 Services to the General Public.

        Company shall without charge provide services such as making change, giving
directions, and providing general information to the public. Company shall strive to
ensure that all of its employees know the layout of the Terminal and have the ability to
provide passengers and visitors with information regarding the locations of Airport
services.

      14.11 Shipping Services.

     Company shall offer product shipping to anywhere in the United States.
Customers shall be offered handled bags for purchases.

      14.12 Additional Compliance.

       Company shall comply with all applicable governmental laws, ordinances, and
regulations in the conduct of its operations under this Agreement.

      14.13 Personnel.

       A.     Company shall maintain a sufficient number of properly trained personnel
to ensure that all customers of Company receive prompt and courteous service at all
times. All such personnel, while on or about the Leased Premises, shall be polite,
clean, appropriately attired, and neat in appearance. Employees of Company shall
wear appropriate nametags, subject to the approval of the County, and employees
performing similar jobs shall have a similar dress code or wear similar uniforms, which
shall be clean and pressed. The County shall have the right to object to the demeanor,
conduct, and appearance of any employee of Company, or any of its invitees or those
doing business with it, whereupon Company shall take all steps necessary to remedy
the cause of the objection.



                                          35
       B.      The management, maintenance, and operation of the Leased Premises
shall be at all times during the Term hereof under the supervision and direction of an
active, qualified, competent, and experienced manager, who shall at all times be
authorized to represent and act for Company. Company shall cause such manager to
be assigned a duty station or office in the Leased Premises at which he or she shall be
available during normal business hours, and Company will at all times during the
absence of such manager assign, or cause to be assigned, a qualified subordinate to
assume and be directly responsible for the carrying out of his or her duties. A local
representative of the Company shall be available by telephone 24 hours per day, 7 days
per week, 365 days per year in case of an emergency. The contact information for this
representative shall be on record with the County at all times.

                       ARTICLE 15 - SIGNS AND ADVERTISING

       15.01 Right to Install.

        Company may install and operate upon or in the Leased Premises, and at
Company’s sole cost and expense, Signs containing its name and representing its
business in accordance with the guidelines established in the Tenant Design
Guidelines. Company acknowledges the County’s desire to maintain a high level of
aesthetic quality in the Terminal and in all concession facilities throughout the Terminal.
Company covenants and agrees that, in the exercise of its privilege to install and
maintain appropriate Signs on the Leased Premises, Company shall submit to the
County the size, design, content, and intended location of each and every Sign it
proposes to install on or within the Leased Premises, and that no Signs of any type shall
be installed on or within the Leased Premises without the specific prior written approval
of the County as to the size, design, content, and location. Handwritten, or hand
lettered Signs are prohibited. Notwithstanding any prior written approval, Company
shall install, remove, or modify any Signs as directed in writing by the Department. The
County’s failure to require removal of any sign placed on or about the Leased Premises
without written permission shall not be deemed a waiver of the County’s authority to
require removal of any unapproved Sign.

       15.02 Signs and Fixtures Outside Leased Premises.

      Company shall not place or install any racks, stands, Trade Fixtures, pedestal
Signs, or other displays of products outside the boundaries of the Leased Premises
without the prior written approval of the Department.

       15.03 Removal of Signs.

      Upon the expiration or sooner termination of this Agreement, Company shall, if
requested by the Department, remove any and all identification signs and similar
devices placed by Company on or in the Leased Premises. In the event of the failure
on the part of Company to so remove each and every Sign as requested by the
Department, the Department may perform such work and, upon demand, Company

                                            36
shall pay the cost thereof to the County.

                           ARTICLE 16 - INDEMNIFICATION

        Company agrees to protect, defend, reimburse, indemnify and hold the County
and its agents, employees and elected officers and each of them, free and harmless at
all times from and against any and all claims, liability, expenses, losses, costs, fines and
damages (including attorney fees at trial and appellate levels) and causes of action of
every kind and character against, or in which the County is named or joined, arising out
of this Agreement or Company’s use or occupancy of the Leased Premises, including,
without limitation those arising by reason of any damage to property or the environment,
or bodily injury (including death) incurred or sustained by any party hereto, or of any
party acquiring any interest hereunder, and any third or other party whomsoever, or any
governmental agency, arising out of or incident to or in connection with Company’s acts,
omissions or operations hereunder, or the performance, non-performance or purported
performance of Company or any breach of the terms of this Agreement; provided,
however, Company shall not be responsible to the County for damages resulting out of
bodily injury (including death) or damages to property which are judicially determined to
be solely attributable to the negligence of the County its respective agents, servants,
employees and officers. Company further agrees to hold harmless and indemnify the
County for any fines, citations, court judgments, insurance claims, restoration costs or
other liability resulting from or in any way arising out of or due to Company’s activities or
operations or use of the Leased Premises whether or not Company was negligent or
even knowledgeable of any events precipitating a claim or judgment arising as a result of
any situation involving the activities. This indemnification shall be extended to include all
deliverers, suppliers, furnishers of material, or anyone acting for, on behalf of or at the
request of Company. Company recognizes the broad nature of this indemnification and
hold-harmless provision, and acknowledges that the County would not enter into this
Agreement without the inclusion of such clause, and voluntarily makes this covenant and
expressly acknowledges the receipt of Ten Dollars ($10.00) and such other good and
valuable consideration provided by the County in support of this indemnification in
accordance with laws of the State of Florida. The obligations arising under this Article
shall survive the expiration or termination of this Agreement.

                               ARTICLE 17 - INSURANCE

       17.01 Insurance Requirements.

       Insurance requirements set forth below do not in any way limit the amount or
scope of liability of Company under this Agreement. The amounts listed indicate only
the minimum amounts of insurance coverage that the County is willing to accept to help
insure full performance of all terms and conditions of this Agreement. All insurance
required by Company under this Agreement shall meet the following minimum
requirements set forth in this Article.




                                             37
      17.02 Certificates.

        On or before the Effective Date, Company shall provide the County with
certificates of insurance establishing the existence of all insurance policies required
under this Article. Thereafter, the insurance policies shall not be subject to cancellation
or change except after written notice to the County by registered mail at least thirty (30)
days prior to the expiration date, cancellation, or material change of any insurance
policy. No insurance policy may be canceled without at least thirty (30) days’ prior
written notice being given to the County. Where any policy(ies) has (have) normal
expirations during the Term of this Agreement, written evidence of renewal shall be
furnished to the County at least thirty (30) days prior to such expiration. Upon written
request by the County, Company shall permit the County to inspect the originals of all
applicable policies. Insurance must be maintained without any lapse in coverage during
the entire Term. Insurance canceled by Company without County’s prior consent shall
be deemed a material default under this Agreement. The County shall also be given
certified copies of Company’s policies of insurance, upon request. Failure of the County
to demand such certificate or other evidence of full compliance with these insurance
requirements, or failure of the County to identify a deficiency from the evidence
provided, shall not be construed as a waiver of Company’s obligations to maintain the
insurance required by this Agreement.

      17.03 Additional Insured; Separation of Insureds.

       The County and its elected and appointed officials, agents, and employees shall
be named as an additional insured with respect to the Company’s use of the Airport and
the Leased Premises in each general liability policy and as an additional insured and
loss payee in each property insurance policy. Such insurance shall provide
cross-liability coverage equivalent to the standard Separation of Insureds clause
published by the Insurance Services Offices (“ISO”) or a successor organization.
Company shall supply the County with certification from the insurance carrier that the
County and its elected and appointed officials, agents, and employees are so named.
The Additional Insured endorsement shall read “Palm Beach County Board of County
Commissioners, a Political Subdivision of the State of Florida, its Officers, Employees
and Agents, c/o
       Department of Airports
       846 Palm Beach International Airport
       West Palm Beach, FL 33406-1470.”

      17.04 Primary Coverage.

       The required policies shall provide that the coverage is primary, and will not
require any contribution from any insurance or self-insurance carried by the County.




                                            38
       17.05 Company Ratings.

       Policies of insurance must be placed with companies or underwriters authorized
to issue insurance in the State of Florida that carry an A.M. Best rating of “A-” or better
or equivalent.

       17.06 Deductibles and Retentions.

      Any deductible or self-insured retention exceeding fifteen percent (15%) of the
per-occurrence or per-accident limit of a required policy is subject to approval by the
County.

       17.07 Required Insurance.

       At all times during this Agreement, Company shall provide and maintain in full
force and effect, the following types of coverage:

         A.     General Liability Insurance. The insurance policy(ies) shall be the
standard comprehensive general liability insurance coverage, with aircraft exclusions
deleted to cover all operations of the Company and shall include, but not by way of
limitation, bodily injury, property damage, products liability, automobile, including
owned, non-owned, leased and hired, and contractual coverage, including the
obligations pursuant to this Agreement. Company shall maintain an occurrence form
commercial general liability policy or policies insuring against liability arising from the
use of the Leased Premises (including loss of use thereof), operations, independent
contractors, products-completed operations, bodily injury and advertising injury, and
liability insured under an insured contract (including the tort liability of another assumed
in a business contract) occurring on or in any way related to the Leased Premises or
occasioned by reason of the operations of Company. Such coverage shall be written on
an ISO occurrence form CG 00 01 0196 (or a substitute form providing equivalent
coverage) in an amount of not less than Five Million Dollars ($5,000,000.00), combined
single limit or split limits equal to and not less than Five Million Dollars ($5,000,000.00),
for bodily injury and property damage with respect to each occurrence, such limits shall
be subject to adjustment by the County during the Term of this Agreement.
       B.     Fire and Property Insurance. Upon completion of construction, Company
shall procure and maintain policies of insurance at its own expense, insuring the Leased
Premises and improvements thereon against all perils of direct physical loss, excluding
earthquake and flood. The insurance coverage shall be for not less than one hundred
percent (100%) full replacement value of the Leased Premises and improvements with
an agreed amount clause and a reasonable and customary deductible on said Leased
Premises and improvements. Such amount is subject to final approval by the County.
The Company shall furnish to the County evidence that such coverage has been
procured and is being maintained in full force and effect. The County maintains
property insurance that covers the Terminal, but will not cover any improvements made
by Company to the Leased Premises.


                                             39
       C.      Workers’ Compensation Insurance. Company shall maintain in force
Workers’ Compensation insurance for all of Company’s employees in accordance with
all requirements of Florida law, including Chapter 440 of the Florida Statutes. Company
shall also maintain employers’ liability coverage in an amount not less than One
Hundred Thousand ($100,000.00) per accident and Five Hundred Thousand
($500,000.00) per employee for disease. In lieu of such insurance, Company may
maintain a self-insurance program meeting the requirements of the State of Florida and
a policy of excess workers’ compensation and employer’s liability insurance.

       D.       Builder’s Risk Insurance. During any construction activity, Company
shall obtain and maintain for the benefit of the parties to this Agreement, as their
interest may appear, “special peril” Builder’s Risk insurance equal to one hundred
percent (100%) of the value of the project. Coverage shall also include: (i) form work in
place; (ii) form lumber on site; (iii) temporary structures; (iv) equipment; and (v) supplies
related to the work while at the site. In the event Company fails to maintain such
insurance, the County may, at its option, arrange therefor, and any premium incurred
shall be reimbursed by Company to the County upon demand.

       E.    Business Interruption. Company shall maintain gross earnings and extra
expense insurance that shall include coverage for all rent due in accordance this
Agreement for a minimum of a six (6) month period. The proceeds of such insurance
shall be used first to continue rent payments to the County.

       17.08 Waiver of Subrogation.

       Company waives any right of action that it and/or its insurance carriers might
have against the County (including their respective employees, officers, commissioners,
or agents) for any loss, cost, damage, or expense to the extent that such loss or
damage is covered by any property insurance policy or policies maintained or required
to be maintained pursuant to this Agreement and to the extent that such proceeds
(which proceeds are free and clear of any interest of third parties) are received by the
party claiming the loss. Company also waives any right of action it and/or its insurance
carrier might have against the County (including its elected and appointed officials,
agents, and employees) for any loss to the extent such loss is a property loss covered
under any applicable automobile liability policy or policies required by this Agreement. If
any of Company’s property or automobile insurance policies do not allow the insured to
waive the insurer’s rights of subrogation prior to a loss, Company shall cause it to be
endorsed with a waiver of subrogation that allows the waivers of subrogation required
by this Section.

       17.09 Company’s Risk.

       Company shall be responsible for obtaining any insurance it deems necessary to
cover its own risks. In no event shall the County be liable for any: (i) business
interruption or other consequential loss sustained by Company; (ii) damage to, or loss of



                                             40
Company’s property of any kind; or (iii) damage to, or loss of, an automobile, whether or
not such loss is insured, even if such loss is caused by the negligence of the County.

      17.10 Periodic Review.

       The County shall have the right to periodically review the types, limits, and terms
of insurance coverage. In the event the County determines that such types, limits,
and/or terms should be changed, the County will give Company a minimum of thirty (30)
days’ notice of such determination and Company shall modify its coverage to comply
with the new insurance requirements of the County. Company shall also provide the
County with proof of such compliance by giving the County an updated certificate of
insurance within fifteen (15) days.

                           ARTICLE 18 - TERMINATION/DEFAULT

      18.01 Termination.

      This Agreement shall automatically terminate and expire at the end of the Term.

      18.02 Termination for Convenience.

       Subject to the terms and conditions of this Agreement, the County may, in its
sole discretion, terminate this Agreement, in whole or in part, upon one hundred eighty
(180) days advance written notice to Company.

      18.03 Default by Company.

      The occurrence of any one or more of the following events shall constitute a
material default and breach of this Agreement by Company:

      A.     The vacating or abandonment of the Leased Premises by Company.

       B.     The failure by Company to make any rental payment or other payment
required to be made by Company hereunder, as and when due, where such failure
continues for a period of three (3) days after written notice thereof from the County to
Company.

        C.     The failure by Company to observe or perform any of the covenants,
conditions or provisions of this Agreement to be observed or performed by Company,
other than those described in paragraph B above, where such failure shall continue for a
period of thirty (30) days after written notice from the County to Company; provided,
however, that if the nature of Company’s default is such that more than thirty (30) days
are reasonably required for its cure, then Company shall not be deemed to be in default
if Company commenced such cure within such thirty (30) day period and thereafter
diligently pursues such cure to completion.



                                           41
        D.     If the Company shall file a voluntary petition in bankruptcy, or a
proceeding in bankruptcy shall be instituted against the Company and the Company is
thereafter adjudicated bankrupt pursuant to such proceedings, or if a court shall take
jurisdiction of the Company and its assets pursuant to proceedings brought under the
provisions of any Federal Reorganization or Bankruptcy Act, or if a Receiver for the
Company ’s assets is appointed, or if the Company shall be divested of its rights,
powers and privileges under this Concession Lease by other operation of law.

     E.     The discovery by the County that any information given to the County by
Company relating to this Agreement was materially false.

       18.04 County’s Remedies for Default.

       In the event of a material default or breach of this Agreement by Company,
County may, with or without notice or demand, pursue any available right or remedy at
law or equity including the right, at its option, to immediately terminate this Agreement.
Upon such termination, Company shall immediately surrender the Leased Premises to
County and shall cease its operations at the Airport. Such termination shall be without
prejudice to County to any remedy for arrearages or payments due hereunder or breach
of covenant or damages for the balance of the Annual Rental and other sums due
hereunder, payable through the full Term of this Agreement, or any other damages or
remedies whatsoever. Upon termination of this Agreement whether for default or
convenience, County shall have the right to engage another Company to provide the
services required hereunder for such period or periods at such fees and upon other
terms and conditions as County may deem advisable.

       18.05 Default by County.

       Company may terminate this Agreement, if Company is not in default of this
Agreement (including, but not limited to, its payments to the County hereunder), by
giving the County sixty (60) days advance written notice to be served as hereinafter
provided, upon or after the happening of any one of the following events:

        A.     Issuance by any court of competent jurisdiction of an injunction in any way
preventing the use of the Airport for Airport purposes and the remaining in force of such
injunction for a period of at least ninety consecutive (90) days.

       B.     The default by the County in the performance of any covenant or
agreement herein required to be performed by the County and the failure of the County
to remedy such default for a period of sixty (60) consecutive days after receipt from
Company of written notice to remedy same provided, however, that if the nature of the
County’s obligations is such that more than sixty (60) days are required for performance
then the County shall not be in default if the County commences performance within
such sixty (60) day period and thereafter diligently prosecutes the same to completion.
Notwithstanding the foregoing, a notice of termination shall not be of any force or effect if
the County has remedied the default prior to receipt of Company’s notice of cancellation.

                                             42
       C.     The lawful assumption by the United States Government or any authorized
agency thereof, of the operation, control, or use of the Airport and facilities, or any
substantial part or parts thereof, in such a manner as to substantially restrict the
operation of Company, for a period of at least ninety (90) consecutive days.

      18.06 Remedies Due to Default of County and Rights Upon Termination by
            Convenience.

      In the event this Agreement is terminated, in whole or in part, by the County for
convenience pursuant to Section 18.02 or by Company for default of the County
pursuant to Section 18.05, the sole and exclusive remedies available to Company
hereunder shall be to: (i) recover the value, as determined hereunder, of the Leasehold
Improvements located within that portion of the Leased Premises affected by such
termination; or (ii) to remove the Leasehold Improvements from that portion of the
Leased Premises affected by such termination.

      A.    Depreciation of Leasehold Improvements. Leasehold Improvements
made by Company shall be valued at their Net Book Value. Upon payment by the
County to Company of the Net Book Value of the Leasehold Improvements made by
Company, the Leasehold Improvements shall become the sole property of the County.

       B.     Removal of Leasehold Improvements. Company may, at its option,
remove Leasehold Improvements in lieu of accepting payment hereunder, in which
event Company shall reimburse the County for the cost of any repairs required as a
result of removal of such Leasehold Improvements.

      18.07 Surrender of Leased Premises.

       A.    Company shall, upon termination of this Agreement, quit and deliver up
the Leased Premises and privileges to the County peaceably and quietly, with the
Leased Premises being in as good order and condition as the same now are or may be
hereafter improved by Company or the County, reasonable use and wear thereof
excepted.

      B.    All repairs and obligations for which Company is responsible shall be
completed by the earliest practical date prior to surrender.

       C.      Upon termination this Agreement for any reason, the County shall have
the right to require removal by Company of all Trade Fixtures, Personal Property, and
expendables owned by Company; and Company shall immediately remove such Trade
Fixtures, Personal Property, and expendables. Company shall reimburse the County
for the cost of any repairs required as a result of Company’s removal of said Trade
Fixtures, Personal Property, and expendables. Any Trade Fixtures, Personal Property
or expendables of Company not removed as required by this Section may be removed
and placed in storage by the Department at the sole cost of Company. Failure on the

                                          43
part of Company to reclaim same, as provided by law, shall constitute a gratuitous
transfer of title to the County for whatever disposition is deemed to be in the best interest
of the County.

       D.    Notwithstanding any provision of this Agreement to the contrary, the
County may elect, in its sole and absolute discretion, to take title to any or all such
Trade Fixtures, Personal Property, or expendables at Company’s request, in which
event the County shall pay to Company the fair market value for such Trade Fixture,
Personal Property, or expendable as of the date of such termination.

       18.08 Holdover.

       Should Company hold over the Leased Premises after this Agreement has been
terminated in any manner, Company shall continue such holding over only at sufferance
to the County. In the event of such holding over, the County shall be entitled to collect
from Company, double the amount of the monthly pro rata share of the Minimum Annual
Guarantee each month or portion thereof during the holdover period. All other terms
and conditions in such holdover shall be the same as herein provided.

           ARTICLE 19 - ASSIGNMENT, SUBLETTING, AND SURRENDER

       Company shall not, in any manner, assign, transfer or otherwise convey an
interest in this Agreement, or sublet the Leased Premises or any portion thereof
(“Assignment”), without the prior written consent of the County. Any such attempted
Assignment without County approval shall be null and void. In the event the County
consents in writing to an Assignment, Company shall have the right to the extent
permitted by the County’s consent to such Assignment, provided that the use of the
Leased Premises shall be limited to the same uses as are permitted under this
Agreement. Any permitted Assignment shall be subject to the same conditions,
obligations and terms as set forth herein and Company shall be fully responsible for the
observance by its assignees of the terms and covenants contained in this Agreement.
Notwithstanding any provision of this Agreement to the contrary, in the event of an
approved Assignment, Company shall remain primarily liable to County for fulfilling all
obligations, terms, and conditions of this Agreement, throughout the Term of this
Agreement. The County may freely assign this Agreement at any time without the
consent of Company, and upon assumption by such assignee of County’s obligations
hereunder, County shall be released from all liability and obligation arising hereunder
after such assignment.

            ARTICLE 20 - LAWS, REGULATIONS, PERMITS AND TAXES

       20.01 General.

       A.       Company agrees that throughout the Term of this Agreement, Company
shall at all times be and shall remain in full and complete compliance with all applicable
federal, state and local laws, statutes, regulations, rules, rulings, orders, ordinances and

                                             44
directives of any kind or nature without limitation, as now or hereafter amended,
including, but not limited to FAA Advisory Circulars and the County’s Airport Rules and
Regulations.

        B.     Company agrees that it shall require its appropriate managers,
supervisors, and employees to attend such training and instructional programs as the
Department may, from time to time require, in connection with the County’s Airport Rules
and Regulations and policies and procedures related to certification of the Airport under
Title 14, Part 139 of the Code of Federal Regulations, as now or hereafter amended.

       20.02 Permits and Licenses Generally.

       Company agrees that it shall, at its sole cost and expense, be strictly liable and
responsible for obtaining, paying for, and maintaining current, and fully complying with,
any and all permits, licenses and other governmental authorizations, however
designated, as may be required at any time throughout the Term of this Agreement by
any federal, state or local governmental entity or any court of law having jurisdiction over
Company or Company’s operations and activities, for any activity of Company’s
conducted on the Leased Premises and for any and all operations conducted by
Company including ensuring that all legal requirements, permits, and licenses necessary
for or resulting, directly or indirectly, from Company’s operations and activities on the
Leased Premises have been obtained and are in full legal compliance. Upon the written
request of the Department, Company shall provide to Department certified copies of any
and all permits and licenses which Department may request.

       20.03 Air and Safety Regulation.

       Company agrees that it shall conduct its operations and activities under this
Agreement in a safe manner, shall comply with all safety regulations of the County and
Department and with safety standards imposed by applicable federal, state and local
laws and regulations and shall require the observance thereof by all employees,
contractors, business invitees and all other persons transacting business with or for
Company resulting from, or in any way related to, the conduct of Company’s business on
the Leased Premises. Company shall procure and maintain such fire prevention and
extinguishing devices as required by the County and by law and shall at all times be
familiar and comply with the fire regulations and orders of County and the fire control
agency with jurisdiction at the Airport, as same may now exist or hereafter come into
being. Company hereby agrees that neither Company, nor employee or contractor or
any person working for or on behalf of Company, shall require any personnel engaged in
the performance of Company’s operations to work in surroundings or under working
conditions which are unsanitary, hazardous, or dangerous to his or her health or safety,
as determined by standards adopted pursuant to the Occupational Safety and Health Act
of 1970, as same may be amended from time to time, as well as all State and local laws,
regulations, and orders relative to occupational safety and health.




                                            45
       20.04 Payment of Taxes.

          Company shall pay any and all taxes and other costs lawfully assessed against its
interest in the Leased Premises, its improvements and its operations under this
Agreement. Company shall have the right to contest the amount or validity of any tax or
assessment payable by it by appropriate legal proceedings, but this shall not be deemed
or construed in any way as relieving, modifying, or extending Company’s covenants to
pay any such tax or assessment, unless the legal proceedings shall operate to prevent
the collection of the tax or assessment. Upon termination of such legal proceedings,
Company shall pay the amount of any such tax or assessment, or part thereof, as finally
determined in such proceedings, the payment of which may have been deferred during
the prosecution thereof, together with any costs, fees, interest, penalties, or other
liabilities in connection therewith.

                          ARTICLE 21 - NONDISCRIMINATION

       21.01 General.

       Company, for itself, its personal representatives, successors in interest and
assigns, as a part of the consideration hereof, does hereby covenant and agree as
follows:

        A.     No person, on the grounds of race, color, religion, sex, age, marital status,
familial status, handicap or national origin, shall be unreasonably excluded from
participation in, denied the benefits of, or be otherwise subjected to discrimination in
Company’s personnel policies and practices or in the use or operation of Company’s
services or facilities.

       B.      Company agrees that in the construction of any improvements on, over, or
under Airport land and the furnishing of services thereon, no person, on the grounds of
race, color, religion, sex, marital status, familial status, handicap, age or national origin,
shall be unreasonably excluded from participation in, denied the benefits of, or
otherwise be subjected to discrimination.

       C.     Company, shall use the Leased Premises in compliance with all other
requirements imposed by or pursuant to Title 49, Code of Federal Regulations,
Department of Transportation, Subtitle A, Office of the Secretary, Part 21, Non-
discrimination in Federally Assisted Programs of the Department of Transportation-
Effectuation of Title VI of the Civil Rights Act of 1964, and as said Regulations may be
amended.

       D.    It is the policy of the Department of Transportation that minority business
enterprises as defined in 49 CFR Part 23, i.e., firms owned and controlled by minorities;
firms owned and controlled by women and firms owned and controlled by financially
disadvantaged persons; shall have the maximum opportunity to participate in the
performance of concessions as defined in 49 CFR Section 23.89. Consequently, this

                                             46
Agreement is subject to 49 CFR Part 23, as applicable.

       E.     This Agreement is subject to the requirements of the U.S. Department of
Transportation’s regulations, 49 CFR Part 23, subpart F. Company agrees that it will
not discriminate against any business owner because of the owner’s race, color,
national origin or sex in connection with the award or performance of any agreement
covered by 49 CFR Part 23, subpart F.

      F.     Company agrees to include the above statements in any subsequent
agreements that it enters and cause those businesses to similarly include the
statements in further agreements.

        G.     Company hereby assures that no person shall be excluded from
participation in, denied the benefits of or otherwise discriminated against in connection
with the award and performance of any contract, including leases, covered by 49 CFR
Part 23 on the grounds of race, color, national origin or sex.

      H.     Company hereby assures that it will include the above clauses in all sub-
leases and cause sublessees to similarly include clauses in further subleases.

      21.02 Disadvantaged Business Enterprise Participation Goals.

       A.     Company hereby agrees that the DBE participation in the Concession
shall be at least equal to __{insert percentage proposed__ (___) percent of Company’s
gross receipts for each twelve (12) month period throughout the Term of this
Agreement. For the purpose of verifying Company’s good faith efforts, Company shall
keep and maintain such books of account and records as necessary for compliance with
Title 49, Part 23, Subpart F of the Code of Federal Regulations, as now or hereafter
amended or any successor regulation.

       B.    Any DBE participation agreement between Company and its selected DBE
shall provide for meaningful involvement of the DBE in the activities, management,
operations and revenues of the Concession.

        C.     Company shall provide written quarterly reports to the Department, in a
form and detail satisfactory to the Department, as to the participation of DBE’s in the
Concession. At any time the DBE participation level drops below the established DBE
participation goal, Company shall take immediate corrective measures to ensure that the
DBE participation is increased to the established DBE participation goal. Company shall
document its good faith efforts to achieve the DBE participation goal and provide written
reports to the Department documenting such efforts.

       D.    For a period of at least six (6) months, Company shall provide assistance
to its DBE participants, including administrative support, purchasing, inventory control,
and management and marketing techniques.



                                           47
       E.      In the event Company determines a DBE is unwilling or unable to perform
satisfactorily under this Agreement, Company shall replace such DBE with another DBE,
maintaining or exceeding the participation percentage of the substituted DBE. Requests
for substitutions must be submitted to the Department for approval prior to substitution.

      F.      Upon termination of any DBE participation agreement, Company shall
immediately proceed with the establishment of a new DBE participation agreement,
which satisfies the requirements of this Agreement in accordance with the following
procedures:

               1.    Company shall prepare a request for proposals for DBEs to
       participate in the Concession and submit such request for proposals to the
       Department for review and approval

             2.      Within fifteen (15) days of the Department’s written approval of the
       request for proposals, Company shall solicit proposals pursuant to the request for
       proposals by placing advertisements in, at a minimum, the following publications:
       Palm Beach Post and Palm Beach Latino and Gazette. Said advertisement must
       be approved in advance by the Department.

             3.    Company, in its sole discretion, shall select the most qualified DBE
       based upon the selection criteria approved by the Department

              4.     In the event, no qualified DBE submits a proposal to Company’s
       request for proposals, Company shall continue to solicit proposals pursuant to the
       foregoing procedures not less than semi-annually or Company may pursue other
       forms of DBE participation

                                 ARTICLE 22 - NOTICES

        All notices and elections (collectively, “notices”) to be given or delivered by or to
any party hereunder, shall be in writing and shall be (as elected by the party giving such
notice) hand delivered by messenger, courier service or overnight mail, or alternatively
shall be sent by United States Certified Mail, with Return Receipt Requested. The
effective date of any notice shall be the date of delivery of the notice if by personal
delivery, courier services or overnight mail, or if mailed, upon the date which the return
receipt is signed or delivery is refused or the notice designated by the postal authorities
as non-deliverable, as the case may be. The parties hereby designated the following
addresses as the addresses to which notices may be delivered, and delivery to such
addresses shall constitute binding notice given to such party:

       If to the County:

              Palm Beach County Department of Airports
              846 Palm Beach International Airport
              West Palm Beach, FL 33406-1470

                                             48
      With copy to:

              Palm Beach County Attorneys’ Office
              ATTN: Airport Attorney
              301 North Olive Avenue, Suite 601
              West Palm Beach, Florida 33401

      If to Company:


       Either party may change the address to which notices under this Agreement shall
be given, upon three (3) days prior written notice to the other party.

                       ARTICLE 23 - DISCLAIMER OF LIABILITY

      THE COUNTY HEREBY DISCLAIMS, AND COMPANY HEREBY RELEASES
THE COUNTY, FROM ANY AND ALL LIABILITY, WHETHER IN CONTRACT OR TORT
(INCLUDING STRICT LIABILITY, NEGLIGENCE AND NUISANCE), FOR ANY LOSS,
DAMAGE, OR INJURY OF ANY NATURE WHATSOEVER SUSTAINED BY THE
COMPANY, ITS EMPLOYEES, AGENTS, OR INVITEES DURING THE TERM OF THIS
AGREEMENT INCLUDING, BUT NOT LIMITED TO, LOSS, DAMAGE, OR INJURY TO
THE IMPROVEMENTS OR PERSONAL PROPERTY OF COMPANY OR COMPANY’S
BUSINESS INVITEES THAT MIGHT BE LOCATED OR STORED ON THE LEASED
PREMISES, UNLESS SUCH LOSS, DAMAGE, OR INJURY IS CAUSED SOLELY BY
COUNTY’S SOLE NEGLIGENCE. THE PARTIES EXPRESSLY AGREE THAT UNDER
NO CIRCUMSTANCES SHALL THE COUNTY BE LIABLE FOR INDIRECT,
CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES WHETHER IN
CONTRACT OR TORT (INCLUDING STRICT LIABILITY, NEGLIGENCE, AND
NUISANCE), SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR
ANTICIPATED PROFITS OR ANY OTHER DAMAGE RELATED TO THE LEASE OF
THE LEASED PREMISES TO COMPANY PURSUANT TO THIS AGREEMENT.
COMPANY ACKNOWLEDGES AND AGREES THAT THE COUNTY SHALL HAVE NO
LIABILITY WHATSOEVER AND COMPANY COVENANTS AND AGREES TO HOLD
HARMLESS THE COUNTY FROM ANY AND ALL LIABILITY RELATING TO ANY
INFORMATION PROVIDED BY COUNTY RELATING TO THIS AGREEMENT.
FURTHERMORE, COMPANY ACKNOWLEDGES AND AGREES THAT ITS USE OF
ANY SUCH INFORMATION, WHETHER PREPARED OR PROVIDED BY THE
COUNTY OR OTHERWISE, IN DETERMINING WHETHER TO ENTER INTO THIS
AGREEMENT, WAS AT ITS SOLE RISK.

        ARTICLE 24 - GOVERNMENT RESERVATIONS AND RESTRICTIONS

      24.01 Federal Right to Reclaim.

       In the event a United States governmental agency shall demand and take over
the entire facilities of the Airport or the portion thereof wherein the Leased Premises are

                                            49
located, for public purposes for a period in excess of ninety (90) days, either party may
terminate this Agreement by providing written notice of such termination to the other
party and the parties shall thereupon be released and fully discharged from any and all
liability hereunder arising after such termination or as a result thereof. This Section shall
not act or be construed as a waiver of any rights Company may have against the United
States as a result of such taking.

       24.02 Federal Review.

       Company acknowledges this Agreement may be subject to review or inspection
by the FAA to determine satisfactory compliance with Federal law and/or grant
assurance requirements and agrees that this Agreement shall be in full force and effect
and binding upon both parties pending such review or inspection by the FAA, if
applicable; provided, however, that upon such review or inspection all parties hereto
agree to modify any of the terms of this Agreement which shall be determined by the
FAA to be in violation of existing laws, regulations, grant assurances or other
requirements.

       24.03 County Tax Assessment Right.

       None of the terms, covenants and conditions of this Agreement shall in any way
be construed as a release or waiver on the part of County, as a political subdivision of
the State of Florida, or any of the public officials of the County, of the right to assess,
levy, and collect any ad valorem, non ad valorem, license, personal, intangible,
occupation, or other tax which shall be lawfully imposed on the Leased Premises, the
business or property of Company.

       24.04 Right of Flight.

       The County reserves unto itself, its successors and assigns, for the use and
benefit of the public, a right of flight for the passage of aircraft in the airspace above the
surface of the Leased Premises together with the right to cause in said airspace such
noise as may be inherent in the operations of aircraft now known or hereafter used, for
navigation of or flight in the said airspace for landing on, taking off from, or operating on
the Airport.

       24.05 Operation of Airport.

       Company expressly agrees for itself, its subleases, successors and assigns, to
prevent any use of the Leased Premises which would interfere with or adversely affect
the operation, maintenance or development of the Airport, or otherwise constitute an
Airport hazard.

       24.06 Release.

       Company acknowledges that noise and vibration are inherent to the operation of

                                             50
Airport and hereby releases the County from any and all liability relating to the same.

       24.07 Exclusive Rights.

       It is understood and agreed to by Company that nothing herein contained shall
be construed to grant or authorize the granting of any exclusive right forbidden by the
Airport Development Act, 49 U.S.C., 47101, et seq., and Section 308 of the Federal
Aviation Act of 1958 and as amended.

       24.08 Improvement of the Airport.

       Company acknowledges and agrees that the County shall have the right to
further develop or improve the Airport, including, but not limited to, the airfield, Terminal,
ramp space and Public Areas, as it sees fit, regardless of the desires or views of
Company, and without interference or hindrance.

       24.09 Covenants, Conditions, and Restrictions.

       This Agreement is subject to any and all covenants, conditions, restrictions,
easements, mortgages, deeds of trust, ground leases, rights of way, FAA or any
successor federal agency’s restrictions, or regulations, and any other matters of record
pertaining to the Airport or the Terminal.

                           ARTICLE 25 - AIRPORT SECURITY

       25.01 Compliance and Responsibility for Fines and Forfeitures.

       Company recognizes its obligations for security on the Airport as prescribed by
49 CFR Part 1542, and agrees to employ such measures as are necessary to prevent
or deter the unauthorized access of persons or vehicles into the secure area of the
Airport. Company shall comply with Transportation Security Regulation Part 1542
(Airport Security), as now or hereafter amended, and Airport security policies as
presently outlined in its Airport Security Plan, as such Plan may be amended from time
to time. Company shall pay any forfeitures or fines levied upon it or the County through
enforcement of Transportation Security Regulation Part 1542, or any other applicable
federal, state or local regulation, due to the acts or omissions of Company, its
employees, agents, suppliers, invitees or guests and for any attorney fees or related
costs paid by the County as a result of any such violation.

       25.02 Security Identification.

       Company shall abide by rules and regulations adopted by the County in carrying
out the County’s obligations under Aviation Security Regulations and Directives for the
proper identification of persons and vehicles entering the aircraft operations area and
other security measures as the County deems necessary from time to time. Company
shall obtain Airport identification badges for its personnel as required by the Airport

                                             51
Security Plan at Company’s sole cost and expense. The Department shall have right to
require removal of any employee of Company at the Airport reasonably determined by
the Department to present a risk to public safety or security at the Airport. The
Company shall be responsible for the prompt recovery of Airport keys and security
identification badges.

      25.03 Audit of Access Media.

       Company shall conduct an annual self-audit of County access media, such as
keys and access cards, used by Company, its employees, agents, suppliers, invitees,
sublessees or guests. Company shall provide the County with a written report of said
audits and shall replace, reset or re-key, as appropriate, all affected Airport area access
locks or devices whenever missing, lost, or stolen access media exceed five (5) percent
of the access media issued for the affected lock or device.

      25.04 Tenant Security Program.

        Company shall create a Tenant Security Program (TSP) in coordination with the
Palm Beach International Airport Security Program (ASP) and the Airport Security
Coordinator (ASC). The TSP shall be submitted to the Transportation Security
Administration (TSA) and, upon approval, will make the Company a regulated party of
the TSA, in accordance with 49 CFR 1542. Additionally, Company will comply with
rules, practices, security restrictions and regulations as set forth by the County or any
agency having jurisdiction at the Airport. Any fines assessed against the County as a
result of the Company’s failure to comply with the provisions of this paragraph or other
intentional or negligent acts or omissions of Company, its employees or agents will be
paid promptly, upon demand, to the County by the Company.

      25.05 Employee Clearance.

        All employees assigned by the Company shall be physically able to do their
assigned work. The County shall have complete control over granting, denying,
withholding or terminating security clearance for said employees. Clearance is required
for all employees upon being hired or assigned to the Airport. Company shall not permit
any employee to begin work until Airport Police grants clearance to each individual
employee.

      25.06 Unauthorized Personnel.

      Company’s employees shall identify, challenge, and report all unauthorized
personnel (anyone without proper Airport-issued identification) to the Airport Police in
the Terminal during all hours.




                                            52
       25.07 Security of Leased Premises.

       Company acknowledges and accepts full responsibility for the security and
protection of the Leased Premises and any and all inventory and equipment now existing
or hereafter placed on or installed at the Airport, and for the prevention of unauthorized
access to its facilities and expressly agrees to comply with all ordinances, rules and
regulations of the County and of any and all other governmental entities that now or may
hereafter have jurisdiction over such security. Company fully understands that the police
security protection provided by the County is limited to that provided by the Airport Police
to any other business situated at the Airport, and expressly acknowledges that any
special security measures deemed necessary or desirable for additional protection of the
Leased Premises shall be the sole responsibility of Company and shall involve no cost to
the County.

                            ARTICLE 26 - MISCELLANEOUS

       26.01 County Not Liable.

        The County shall not be responsible or liable to Company for any claims for
compensation or any losses, damages or injury sustained by Company resulting from: (i)
the cessation of air carrier operations at the Terminal for any reason, or (ii) diversion of
passenger traffic to any other facility. The County shall not be responsible or liable to
Company for any claims for compensation or any losses, damages or injury whatsoever
sustained by Company including, but not limited to, those resulting from failure of any
water supply, heat, air conditioning or electrical current or from an act of God, state of
war, terrorism, civilian commotion or riot or any cause beyond the control of County. All
personal property placed on or moved on to the Leased Premises shall be at the sole
risk of Company. The County shall not be liable for any damage or loss of any personal
property placed or moved on to the Leased Premises.

       26.02 Authorized Uses Only.

      Notwithstanding any provision of this Agreement to the contrary, Company shall
not use or permit the use of the Leased Premises or the Airport for any illegal or
improper purpose or for any purpose which would invalidate any policies of insurance,
now existing or hereafter written on the Airport for the County or Company.

       26.03 Sales and Dignified Use.

      No public or private auction, “fire,” “going out of business,” bankruptcy or similar
types of sales shall be conducted in or from the Leased Premises. The Leased
Premises shall not be used except in a dignified and ethical manner consistent with the
general high standards of retail operations in the Airport.




                                            53
       26.04 Waivers.

       The failure of the County to insist on a strict performance of any of the
agreements, terms, covenants and conditions hereof shall not be deemed a waiver of
any rights or remedies that the County may have for any subsequent breach, default, or
non-performance, and the County’s right to insist on strict performance of this Agreement
shall not be affected by any previous waiver or course of dealing.

       26.05 Subordination to Bond Resolution.

       This Agreement and all rights granted to Company hereunder are expressly
subordinated and subject to the lien and provisions of the pledge, transfer, hypothecation
or assignment made by County in the Bond Resolution, and the County and Company
agree that to the extent permitted by authorizing legislation, the holders of the Bonds or
their designated representatives shall exercise any and all rights of the County
hereunder to the extent such possession, enjoyment and exercise are necessary to
insure compliance by Company and the County with the terms and provisions of this
Agreement and Bond Resolution.

       26.06 Subordination to Governmental Agreements.

        This Agreement shall be subject and subordinate to all the terms and conditions
of any instrument and documents under which the County acquired the land or
improvements thereon and shall be given only such effect as will not conflict with nor be
inconsistent with such terms and conditions. Company understands and agrees that this
Agreement shall be subordinate to the provisions of any existing or future agreement
between the County and the United States of America or the State of Florida, or any of
their respective agencies, relative to the operation or maintenance of the Airport, the
execution of which has been or may be required as a condition precedent to the
expenditure of state or federal funds for the development of the Airport.

       26.07 County’s Governmental Authority.

        Nothing in this Agreement shall be construed to waive or limit the County’s
governmental authority as a political subdivision of the State of Florida to regulate
Company or its operations. The County’s obligations under this Agreement are made in
a proprietary capacity rather than in a governmental capacity and such agreements
shall not be construed as limiting, prohibiting or eliminating the obligation of the parties
to comply with all applicable rules, regulations, ordinances, statutes and laws, nor alter
or impair the County’s governmental functions, including, without limitation, the County’s
right to lawfully exercise its regulatory authority over the development of the Leased
Premises, nor as enabling, permitting, or creating any cause of action or claim arising
out of the lawful exercise of the County’s governmental authority.




                                            54
       26.08 Consent or Action.

       In the event this Agreement is silent as to the standard for any consent, approval,
determination, or similar discretionary action, the standard shall be at the sole, absolute
and unfettered discretion of the County or Department, rather than any implied standard
of good faith, fairness or reasonableness. Wherever this Agreement requires the
County or Department’s consent or approval or permits the County or Department to
act, such consent, approval or action may be given or performed by the Airport Director.
If Company requests the County or Department’s consent or approval pursuant to any
provision of the Agreement and the County or Department fails or refuses to give such
consent, Company shall not be entitled to any damages as a result of such failure or
refusal, whether or not unreasonable.

       26.09 Rights Reserved to County.

      All rights not specifically granted Company by this Agreement are reserved to the
County.

       26.10 Invalidity of Clauses.

       The invalidity of any portion, article, paragraph, provision clause, or any portion
thereof of this Agreement shall have no affect upon the validity of any other part or portion
hereof.

       26.11 Venue.

       To the extent allowed by law, the venue for any action arising from this Agreement
shall be in Palm Beach County, Florida.

       26.12 Governing Law.

        This Agreement shall be governed by and in accordance with the laws of the State
of Florida.

       26.13 Inspections.

       The authorized employees and representatives of the County and any applicable
federal, state, and local governmental entity having jurisdiction hereof shall have the right
of access to the Leased Premises at all reasonable times for the purposes of inspection
for compliance with the provisions of this Agreement and/or applicable laws.

       26.14 Remedies Cumulative.

       Except as otherwise provided for herein, the rights and remedies of the parties with
respect to any of the terms and conditions of this Agreement shall be cumulative and not
exclusive and shall be in addition to all other rights and remedies of the parties.

                                             55
       26.15 Paragraph Headings.

        The headings of the various articles and sections of this Agreement, and its Table
of Contents, are for convenience and ease of reference only, and shall not be construed
to define, limit, augment or describe the scope, context or intent of this Agreement or any
part or parts of this Agreement.


       26.16 Binding Effect.

        The terms, conditions and covenants of this Agreement shall inure to the benefit of
and be binding upon the parties hereto and their successors, assigns and sublessees, if
any. This provision shall not constitute a waiver of any conditions against assignment or
subletting.

       26.17 Performance.

         The parties expressly agree that time is of the essence in this Agreement and the
failure by Company to complete performance within the time specified, or within a
reasonable time if no time is specified herein, shall, at the option of the County without
liability, in addition to any other rights or remedies, relieve the County of any obligation to
accept such performance.

       26.18 Public Entity Crimes.

         As provided in Section 287.132-133, Florida Statutes, by entering into this
Agreement or performing any work in furtherance hereof, Company certifies that it, its
affiliates, suppliers, subcontractors and consultants who will perform hereunder, have not
been placed on the convicted vendor list maintained by the State of Florida Department of
Management Services within the thirty-six (36) months immediately preceding the
Effective Date. This notice is required by Section 287.133(3)(a), Florida Statutes.

       26.19 Conflict.

      In the event of any conflict and for purposes of resolving any disputes which may
arise regarding this Agreement, the RFP or Company’s Proposal, the order-of-
precedence shall be (i) this Agreement; (ii) the RFP; and (iii) Company’s Proposal.

       26.20 Excusable Delay.

      Any party in performing under this Agreement shall use reasonable efforts to
remedy the cause or causes of an excusable delay. Excusable delays are those delays
due to force majeure, acts of God, fire, flood, earthquake, explosion, riot, sabotage,
windstorm, or labor dispute, and shall toll the time to perform under this Agreement.




                                              56
      26.21 Incorporation by References.

       All terms, conditions and specifications of the RFP and all exhibits attached hereto
and referenced herein shall be deemed to be incorporated in this Agreement by
reference.

      26.22 Entirety of Agreement.

       The parties agree that this Agreement sets forth the entire agreement between the
parties, and there are no promises or understandings other then those stated herein.
None of the provisions, terms and conditions contained in this Agreement may be added
to, modified, superseded or otherwise altered except by written instrument executed by
the parties hereto.

      26.23 No Recording.

      Neither this Agreement, nor any memorandum or short form hereof, shall be
recorded in the Public Records of Palm Beach County, Florida.

      26.24 Construction.

      Neither party shall be considered the author of this Agreement. The terms of this
Agreement shall not be strictly construed against one party as opposed to the other
based upon who drafted it.

      26.25 Radon.

        Radon is a naturally occurring radioactive gas that, when it has accumulated in a
building in sufficient quantities, may present health risks to persons who are exposed to
it over time. Levels of radon that exceed Federal and State guidelines have been found
in buildings in Florida. Additional information regarding radon and radon testing may be
obtained from County’s public health unit.

                            {Remainder of Page Intentionally Left Blank.}




                                             57
        IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by the Chair of the Board of County Commissioners and the seal of said
Board to be affixed hereto and attested by the Clerk of said Board, pursuant to the
authority granted by said Board, and the COMPANY, ___________________________,
has caused these presents to be signed in its corporate name by its duly authorized
officer, the __________________, acting on behalf of said COMPANY and the seal of
said COMPANY to be affixed hereto and attested by the Secretary of said COMPANY
of the dates set forth below.
ATTEST: SHARON R. BOCK, Clerk             PALM BEACH COUNTY, FLORIDA, BY ITS
& Comptroller                             BOARD OF COUNTY COMMISSIONERS



Deputy Clerk                              Addie L. Greene, Chairperson



                   (SEAL)




ATTEST:                                   COMPANY



Title:                                    By:
                                          Title:




            (CORPORATE SEAL)



APPROVED AS TO TERMS AND                  APPROVED AS TO FORM AND LEGAL
CONDITIONS:                               SUFFICIENCY:




Director, Department of Airports          Assistant County Attorney




                                        58
                 EXHIBIT “A”
 LEASED PREMISES AND LEASE OUTLINE DRAWINGS

      UNIT NO.       APPROXIMATE LEASABLE SQ. FT.
             LEASABLE CONCESSION SPACE
 MAIN TERMINAL, PRE-SECURITY*
       MT1                      1,024
       MT2                      3,638
       MT3                      1,010
       MT4                      2,132
 CONCOURSE B, POST-SECURITY*
        B1                       687
        B2                      1,437
 CONCOURSE C, POST-SECURITY
       C1*                      1,307
       C2*                       389
                                2,000
       C3**
         LEASABLE STORAGE AND OFFICE SPACE***
       MT-S-1                   1,455
       MT-S-2                    414
       MT-S-3                    261
       MT-S-4                   1,173

*Existing Units
**Unit C3
***Office and Storage Space
                                   EXHIBIT “B”
                                PROHIBITED ITEMS

     Company is prohibited from installing, offering or selling the following items in the

Leased Premises:

        •   Vending machines

        •   Pay telephones

        •   Advertisements not pertaining to Company’s operations in the Leased

            Premises

        •   Coin-operated amusement machines

        •   ATM’s

        •   Hotel, motel, or ground transportation reservation information

        •   Liquor, except packages of local Florida beer and bottles of wine for off-

            premises consumption, upon prior written approval of the County

        •   Chewing gum

        •   Prepared coffee for consumption in the Terminal

        ● Wi-Fi
                                   EXHIBIT “C”
                                  STAPLE ITEMS

•   Newspaper and magazines
•   Health and beauty aids, including but not limited to, travel sizes of the following
    items: toothpaste, toothbrushes, deodorant, shampoo, manicure supplies,
    disposable razors, combs, bandaids, and body lotion
•   Convenience items including, but not limited to, hosiery (basic selection of socks
    and pantyhose), travel umbrellas, sewing kits, diapers and wipes, luggage tags
    and locks, and tissues
•   Over the counter medicines and remedies, including, but not limited to travel
    sizes of the following: first aid items, aspirin, ibuprofen/acetaminophen items
    (Tylenol, Motrin, etc.), sleeping aids, lip balm, antacids, travel sickness remedy,
    sun and sunburn lotions, cold remedies, and cough medicine
•   Office supplies, including but not limited to, pads of paper, pocket notebooks,
    pens, pencils, and batteries
•   Any food and beverages authorized to be sold under this Agreement
•   Brand greeting cards and postcards
•   Disposable cameras and film
•   Local area travel guides and maps
       EXHIBIT “D”
TENANT DESIGN GUIDELINES
                                     APPENDIX D

                    Mandatory Pre-Proposal Conference Notice



The Palm Beach International Airport Retail Concession RFPs’ Mandatory Pre-Proposal
Conference will be held on May 30, 2007 at 10:00 a.m. in the Main Conference Room
located in the Department of Airports Building 846 at the Palm Beach International
Airport.

Please complete the information below and return via facsimile or mail to be received no
later than May 23, 2007.

Company Name:
_________________________________________________________
Company Contact:
_______________________________________________________
Telephone Number/Facsimile Number:
____________________/___________________
Email Address: ___________________________
Select One: ____ Prime Concessionaire              or   ____ Concept Owner/Operator
Select One: ____ Will Not Attend             or   ____ Will Attend - Number in party ___



Please fax or mail your completed form to:

             Jeremy Perusse
             Department of Airports
             846 Palm Beach International Airport
             West Palm Beach, FL 33406-1407
             Telephone: (561) 471-7421
             Fax No:     (561) 471-7427
             Email:      jperusse@pbia.org
                                    APPENDIX E

                                    Staple Items

•   Newspapers and magazines
•   Health and beauty aids, including but not limited to, travel sizes of the following
    items: toothpaste, toothbrushes, deodorant, shampoo, manicure supplies,
    disposable razors, combs, bandaids, and body lotion
•   Convenience items including, but not limited to, hosiery (basic selection of socks
    and pantyhose), travel umbrellas, sewing kits, diapers and wipes, luggage tags
    and locks, and tissues
•   Over the counter medicines and remedies, including, but not limited to travel
    sizes of the following: first aid items, aspirin, ibuprofen/acetaminophen items
    (Tylenol, Motrin, etc.), sleeping aids, lip balm, antacids, travel sickness remedy,
    sun and sunburn lotions, cold remedies, and cough medicine
•   Office supplies, including but not limited to, pads of paper, pocket notebooks,
    pens, pencils, and batteries
•   Any food and beverages authorized to be sold under the Concession Agreement
•   Brand greeting cards and postcards
•   Disposable cameras and film
•   Local area travel guides and maps
                                           APPENDIX F

                  Disadvantaged Business Enterprise Participation Form
NAME OF PROPOSER:_______________________________________________________

CONTACT PERSON: ________________________________________________________

PROPOSAL DATE: _________________________________________________________

TELEPHONE NO: ________________________            Email: __________________________

   THIS FORM MUST ACCOMPANY PROPOSAL AND MUST BE COMPLETED AS APPLICABLE

FORM OF DBE PARTICIPATION:

SUBLEASE: _____ JOINT VENTURE: ______        OTHER (EXPLAIN) _______
______________________________________________________________________________

PROPOSED % OF DBE PARTICIPATION: ________________________________

ESTIMATED ANNUAL GROSS RECEIPTS OF PROPOSER: __________________

NAME OF CERTIFIED DBE FIRM(s) _______________________________________________
                                     (ATTACH PROOF OF DBE CERTIFICATION)
DBE ADDRESS: _______________________________________________________________

TELEPHONE NO: ______________________________________________________________

CONTACT PERSON: ___________________________________________________________

STORE LOCATIONS: ___________________________________________________________

SQUARE FEET: _______________________________________________________________

CLEARLY DESCRIBE WHAT PERFORMANCE MEASURES WILL BE USED TO EVALUATE THE
DBE’s PARTICIPATION. (You may attach additional page(s) if necessary)
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________

NOTE: YOU MAY SUBMIT ADDITIONAL INFORMATION AS BACKUP TO THIS FORM.
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
(THIS SECTION IS TO BE COMPLETED BY THE PROPOSED DBE FIRM (s))

_______________________________
Name of DBE Firm
_______________________________
Signature of DBE
_______________________________
Print Name
_______________________________
Title
                                     Appendix G
TO:                           ALL COUNTY PERSONNEL

FROM:                         ROBERT WEISMAN
                              COUNTY ADMINISTRATOR

PREPARED BY:                  OFMB/CONTRACT DEVELOPMENT AND CONTROL

SUBJECT:                      POLICY FOR ACCEPTING LETTERS OF CREDIT

PPM #:                        CW-F-055

=====================================================================
ISSUE DATE                                           EFFECTIVE DATE
January 1, 1995                                      January 1, 1995
=====================================================================

PURPOSE:

To establish specific criteria and pre-requisites for accepting Letters of Credit by the County in
conjunction with developer agreements, contracts and any other contractual obligation.

POLICY:

In conjunction with developer agreements, contracts and any other contractual obligations entered
into by the County, when Surety requirements are contained in such instruments the County may
elect to permit the developer/contractor the option of providing the County with a Letter of Credit,
cash bond or other acceptable guaranty.

PROCEDURES:

1.     The face of the letter of credit must be in a format similar to Exhibit A attached and indicate
       the following:

       A.      The letter of credit is "clean" and "irrevocable".

       B.      An exact expiration date.

       C.      Statement of the purpose or project for which the letter of credit is issued.

       D.      A specific amount of the letter of credit, in U.S. dollars.

       E.      The method of disbursement of draws against the letter of credit.

       F.      The street address where draws against the letter of credit may be made.


                                                                             CW-F-055/Page 1 of 3
       G.      Venue in Palm Beach County.

2.     At the time of issuance of the letter of credit, the financial institution must have a minimum
       "peer group" rating that meets or exceeds the threshold levels in at least two of the five
       approved rating services as listed below:

       A.      Sheshunoff Quarterly Listing - 50.
       B.      IDC Bank Financial Quarterly Listing - 125.
       C.      Veribanc, Inc. Listing - 3 Star Green Rating.
       D.      Standard & Poor's Listing - Single A.
       E.      Moody's Listing - Single A.

If the Rating Services are utilized in C, D, or E above, the proposer of said service must document
to the County that the institution has met the established threshold rating for the most current rating
period at the time of submission to the County. The proposer will have the responsibility of
furnishing the County with revised quarterly ratings during the term of the letter of credit within 30
days of said revisions.

For any of the services utilized the most current rating will be used for the basis of acceptance.

The user department shall be responsible for verifying this information. Additionally, the user
department shall provide all pertinent information pertaining to the letter of credit to Contract
Development & Control for review of current ratings. This should include the exact name of the
institution, and the exact complete address of the institution.

3.     Letters of credit from domestic financial institutions and/or international financial
       institutions from foreign nations that have received most favored nation status from the
       United States government which do not meet two of the minimum ratings indicated in
       Section 2 above must be confirmed by a financial institution with two of the minimum
       ratings indicated in Item 2 above.

4.     Verification of the status or certification of any financial institution may be made with:
                              Department of Insurance and Treasurer
                                  Bureau of Collateral Securities
                                            P.O. Box 5200
                                    Tallahassee, Florida 32314
                                       Phone (850) 488-6856

                                                  or

                        OFMB/Contract Development & Control Division
                                 301 North Olive Avenue
                                        Room 1002
                              West Palm Beach, Florida 33401
                                   Phone (561)355-4150

                                                                              CW-F-055/Page 2 of 3
5.   At any time during the life of the letter of credit, should the rating of the financial institution
     fall below any two of five of the minimum ratings as indicated in Section 2 above, or should
     the financial institution become insolvent, the contractor/developer must, within sixty (60)
     calendar days after notification by the County: A. replace the existing letter of credit with
     a replacement letter of credit from a financial institution with two of the minimum ratings
     as specified in Item 2 above, or B. have the existing letter of credit confirmed by a financial
     institution with two of the minimum ratings as specified in Item 2 above. At the County's
     option, the letter of credit may be replaced by a performance/payment bond or other surety
     acceptable to the County (ex., cash bond or escrow agreement) in accordance with the
     County's existing policies. Failure to comply with this provision may result in any or all of
     the following actions by the County: suspension of the contractor/developer's right to pull
     building permits and schedule inspections, a stop work order, and/or revocation of the Land
     Development Permit. These actions shall be in effect until a satisfactory replacement bond
     or letter of credit is accepted by the County. The contractor/developer agreement shall so
     provide for replacement or confirmation in accordance with this policy.

6.   The County Attorney's Office shall review all letters of credit for legal sufficiency. Likewise,
     the County Attorney's office shall review all defaults or drawdowns on Letters of Credit for
     legal sufficiency. Original letters of credit shall be maintained in the user department's safe
     or locked file cabinet at all times and shall be clearly identified as to the project or contract
     for which it is issued. One copy of the letter of credit shall be placed in the department's
     contract file and one copy shall be sent to the Contract Development and Control Division
     to be held in a separate file. The Contract Development and Control Division will maintain
     a computerized listing of financial institutions from which letters of credit have been
     received, review the listing at least twice annually, and notify the user department(s) if any
     letters of credit require replacement in accordance with item 5 above. The aggregate amount
     of Letters of Credit shall be reported at least semi-annually to the County's Investment
     Policy Committee.

7.   Existing Letters of Credit accepted prior to approval of this policy shall continue through the
     current expiration date of the letter of credit provided, however, renewal of these existing
     letters of credit shall be in accordance with this Policy for Accepting Letters of Credit.

8.   All financial institutions which issue or confirm any Letter of Credit must be authorized by
     the Secretary of State to do business in the State of Florida; shall show proof of same upon
     request by County staff, and agree to venue in Palm Beach County.

9.   In addition to the institutions meeting the aforementioned requirements, the Federal Home
     Loan Bank of Atlanta is authorized to issue and confirm letters of credit which are in
     accordance with the provision of Paragraph 1 of this policy, with the exception of 1.G.


                                                              ___________________
                                                              ROBERT WEISMAN
                                                              COUNTY ADMINISTRATOR

                                                                             CW-F-055/Page 3 of 3
                                  EXHIBIT A
                      CLEAN IRREVOCABLE LETTER OF CREDIT

                               DATE:______________________________

TO:


AMOUNT:          USDLRS $________ EXPIRATION DATE:____________________

We hereby open our Clean Irrevocable Letter of Credit No.
in favor of the Palm Beach County Board of County Commissioners (County) for the amount of
U.S. Dollars ( ) effective as of this date.

This Letter of Credit is issued pursuant to that certain contract No.
between
as Contractor, and Palm Beach County, Florida, dated
20     (the "Contract") however, this Letter of Credit is independent of that contract and
reference herein is for information only.

Funds under this Letter of Credit are available to the County hereunder not exceeding in aggregate
the amount of this Credit against the County's demand for payment on us mentioning our Credit No.

When we receive your demand for payment at _________________ on or prior to the Expiration
                                         (street address)
Date, we will promptly honor the same.

Kindly address all correspondence regarding this Letter of Credit to the attention of the Letter of
Credit Department, mentioning specifically our Credit Number.

Venue for any and all legal action necessary to enforce the terms of this Letter of Credit shall be
Palm Beach County, Florida.

                               Authorized Signature: ___________________

Notary Public:                 Name (Typed):_________________________


                               Title: ________________________________
                               (Optional)

Except as is inconsistent with the express provisions hereof, this Letter of Credit is subject to the
Uniform Customs and Practices For Documentary Credits (1983) Revisions), International Chamber
of Commerce Publication No. 400.
                                                          CW-F-055/Attachment A/Page 1 of 1
                                         APPENDIX H

                     Selection Criteria / Scoring Instructions
                             RFP No. RFP-PB-07-5
     Request for Proposals to Develop and Operate Retail Concessions at
                  Palm Beach International Airport, Florida

SCORING INSTRUCTIONS:

1.   Raw Scores

     Selection Committee members should evaluate and score each Proposal by reviewing the
     Proposal against the evaluation criteria set forth in Section 10 A. 3., EVALUATION
     CRITERIA, of the RFP as restated in this Appendix H, Evaluation Criteria/Scoring
     Instructions. Selection Committee members may not assign equal total scores to
     Proposals (i.e., each Proposal must be assigned a varying number of total points).

2.   Individual Ranking by Selection Committee Members

     Each Selection Committee member shall rank the Proposals based upon the total score
     assigned to each Proposal by such member. The Proposal with the highest total score
     will be ranked first (1st) by each member, the Proposal with the next highest score will be
     ranked second (2nd) by each member and so on until all Proposals have been ranked.

3.   Final Scoring and Ranking by Selection Committee

     a.     After each Selection Committee member has ranked all of the Proposals, the
            individual Selection Committee members’ rankings for each Proposal shall be
            totaled to establish an overall total score for each Proposal. The Proposal with the
            lowest total score will be ranked first (1st), the Proposal with the next lowest total
            score will be ranked second (2nd) and so on until all Proposals have been ranked.

     b.     In the event of a tie, the Proposal that received the most first (1st) place rankings
            from the individual Selection Committee members will receive the higher rank.
            In the event a tie remains, the Proposal with highest raw score based upon the
            total number of points assigned by all Selection Committee members will receive
            the higher rank.

     c.     After the Selection Committee has established a final ranking for all the
            Proposals, the Selection Committee will review the rankings and make its
            recommendation for award of the Concession Agreement to the Proposer whose
            Proposal was ranked first (1st) by the Selection Committee.
                                            Scoring & Ranking Sheet

Selection Committee Member’s Name______________________


Proposer_______________________________________________

                                                 RAW SCORE1



                                                                        Maximum
                           EVALUATION CRITERIA                                      Score
                                                                         Points

    Concept Development, Brands, and Merchandise                            15
    Company Background, Experience, and Financial
                                                                            15
    Capability
    Designs, Materials, Capital Investment, and Transition
    Plan (including initial capital investment and mid-term
                                                                            15
    refurbishment investment proposals and proposed date of
    Beneficial Occupancy)
    Proposed Management, Staffing, and Training                             15
    Financial Projections (including proposed Percentage
                                                                            15
    Rent)
    Operations and Maintenance Plan                                         10
    DBE Participation                                                       10

    Marketing and Promotions Plan                                           5

    Total Points Available                                                  100



Rank Assigned to Proposal by Selection Committee Member2                          __________


Selection Committee Member Signature _____________________

Date                                                _____________________




1 See paragraph 1 of Scoring Instructions
2 See paragraph 2 of Scoring Instructions
                                         APPENDIX I

                     Sworn Statement On Public Entity Crimes

           SWORN STATEMENT PURSUANT TO SECTION 287.133(3)(a),
              FLORIDA STATUTES, ON PUBLIC ENTITY CRIMES


THIS FORM MUST BE SIGNED AND SWORN TO IN THE PRESENCE OF A NOTARY
PUBLIC OR OTHER OFFICIAL AUTHORIZED TO ADMINISTER OATHS.

1.   This sworn statement is submitted to
                                                  (print name of public entity)

     by
            (print individual’s name and title)

     for
            (print name of entity submitting sworn statement)

     whose business address is

                                                                 and, (if applicable) its Federal

     Employer Identification Number (FEIN) is

     (If the entity has no FEIN, include the Social Security Number of the individual signing

     this sworn statement:                                                                      .)

2.   I understand that a “public entity crime” as defined in Paragraph 287.133(1)(g), Florida
     Statutes, means a violation of any state or federal law by a person with respect to and
     directly related to the transaction of business with any public entity or with an agency or
     political subdivision of any other state or of the United States, including, but not limited
     to, any bid or contract for goods or services, any lease for real property, or any contract
     for the construction or repair of a public building or public work, involving antitrust,
     fraud, theft, bribery, collusion, racketeering, conspiracy, or material misrepresentation.

3.   I understand that “convicted” or “conviction” as defined in Paragraph 287.133(1)(b),
     Florida Statutes, means a finding of guilt or a conviction of a public entity crime, with or
     without an adjudication of guilt, in any federal or state trial court of record relating to
     charges brought by indictment or information after July 1, 1989, as a result of a jury
     verdict, nonjury trial, or entry of a plea of guilty or nolo contendere.

4.   I understand that an “affiliate” as defined in Paragraph 287.133(1)(a), Florida Statutes,
     means:
        1. A predecessor or successor of a person convicted of a public entity crime; or

        2. An entity under the control of any natural person who is active in the management
           of the entity and who has been convicted of a public entity crime. The term
           “affiliate” includes those officers, directors, executives, partners, shareholders,
           employees, members, and agents who are active in the management of an
           affiliate. The ownership by one person of shares constituting a controlling
           interest in another person, or a pooling of equipment or income among persons
           when not for fair market value under an arm’s length agreement, shall be a prima
           facie case that one person control another person. A person who knowingly
           enters into a joint venture with a person who has been convicted of a public entity
           crime in Florida during the preceding 36 months shall be considered an affiliate.

5.   I understand that a “person” as defined in Paragraph 287.133(1)(e), Florida Statutes,
     means any natural person or entity organized under the laws of any state or of the United
     States with the legal power to enter into a binding contract and which bids or applies to
     bid on contracts let by a public entity, or which otherwise transacts or applies to transact
     business with a public entity. The term “person” includes those officers, directors,
     executives, partners, shareholders, employees, members, and agents who are active in
     management of an entity.

6.   Based on information and belief, the statement which I have marked below is true in
     relation to the entity submitting this sworn statement. (Indicate by placing a check in
     front of the statement which applies.)

           Neither the entity submitting this sworn statement, or any of its officers, directors,
     executives, partners, shareholders, employees, members or agents who are active in the
     management of the entity, nor any affiliate of the entity was charged with and convicted
     of a public entity crime subsequent to July 1, 1989.

          The entity submitting this sworn statement, or one or more of its officers, directors,
     executives, partners, shareholders, employees, members, or agents who are active in the
     management of the entity, or an affiliate of the entity was charged with and convicted of
     a public entity crime subsequent to July 1, 1989.

         The entity submitting this sworn statement, or one or more of its officers, directors,
     executives, partners, shareholders, employees, members, or agents who are active in the
     management of the entity, or an affiliate of the entity was charged with and convicted of
     a public entity crime subsequent to July 1, 1989. However, there was a subsequent
     proceeding before a Hearing Officer of the State of Florida, Division of Administrative
     Hearings and the Final Order entered by the Hearing Officer determined that it was not in
     the public interest to place the entity submitting this sworn statement on the convicted
     vendor list. (attach a copy of final order)
I UNDERSTAND THAT THE SUBMISSION OF THIS FORM TO THE CONTRACTING
OFFICER FOR THE PUBLIC ENTITY IDENTIFIED IN PARAGRAPH 1 (one) ABOVE IS
FOR THAT PUBLIC ENTITY ONLY AND, THAT THIS FORM IS VALID THROUGH
DECEMBER 31 OF THE CALENDAR YEAR IN WHICH IT IS FILED. I ALSO
UNDERSTAND THAT I AM REQUIRED TO INFORM THE PUBLIC ENTITY, PRIOR TO
ENTERING INTO A CONTRACT IN EXCESS OF THE THRESHOLD AMOUNT
PROVIDED IN SECTION 287.017, FLORIDA STATUTES, FOR CATEGORY TWO, OF
ANY CHANGE AFFECTING THE CORRECTNESS OF THE INFORMATION CONTAINED
IN THIS SWORN STATEMENT.


                                                                             (signature)


                                                                             (date)
STATE OF
COUNTY OF

          PERSONALLY APPEARED BEFORE ME, the undersigned authority,

                                    , who is personally know to me or who has produced
(name of individual signing)
                                    , as identification, and who, after first being sworn by me,

affixed his/her signature in the space provided above on this       day of                         ,

20    .

                                             ___________________________
                                             Notary Public

                                             ___________________________
                                             Print Notary Name

                                             NOTARY PUBLIC
                                             State of Florida at Large

                                             My Commission Expires
                                        APPENDIX J

                         Disclosure of Ownership Interests Form

TO:   PALM BEACH COUNTY CHIEF OFFICER, OR HIS OR HER OFFICIALLY
      DESIGNATED REPRESENTATIVE

STATE OF FLORIDA
COUNTY OF PALM BEACH

       BEFORE ME, the undersigned authority, this day personally appeared,
______________________________, hereinafter referred to as “Affiant”, who being by
me first duly sworn, under oath, deposes and states as follows:

        1.    Affiant is the ______________________ [position - i.e. president, partner,
trustee] of _________________________________________ [name and type of entity
- i.e. ABC Corporation, XYZ Limited Partnership] (the “Owner”).

     2.    Affiant’s address is:___________________________________________
______________________________________________________________________
____________________________________________________________________.

       3.      Attached hereto as Exhibit “A” is a complete listing of the names and
addresses of every person and/or entity having a five percent (5%) or greater ownership
interest in the Owner and of each such person or entity’s percentage interest. In the
event entities are named as having an ownership interest in the Owner, the names and
addresses of every person having a five percent (5%) interest or greater in such entity
should also be named. The ownership interest in any entity registered with the Federal
Securities and Exchange Commission or registered pursuant to Chapter 517, Florida
Statutes, whose interest is for sale to the general public, shall not be required to make
the disclosure required by this paragraph.

       4.    Affiant further states that Affiant is familiar with the nature of an oath and
with the penalties provided by the laws of the State of Florida for falsely swearing to
statements under oath.

       5.    Under penalty of perjury, Affiant declares that Affiant has examined this
Affidavit and to the best of Affiant’s knowledge and belief it is true, correct, and
complete.
FURTHER AFFIANT SAYETH NAUGHT.

_________________________________
___________________________, Affiant
     (Print Affiant Name)


The foregoing instrument was acknowledged before me this ___ day of ____________,
200__, by _____________________________________________ [ ] who is
personally known to me or [ ] who has produced _____________________________
as identification and who did take an oath.


                                            ________________________________
                                            Notary Public

                                            _______________________________
                                                  (Print Notary Name)

                                                  NOTARY PUBLIC
                                                  State of Florida at Large

                                                  My Commission Expires:
        EXHIBIT “A” to APPENDIX J


Name   Address              Percentage of Interest

				
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