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EXHIBIT I

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EXHIBIT I ...

Retail Concession Program ____________ RFP NO. MDAD 04 09

    EXHIBIT L-1

    STANDARDS OF OPERATION

I. OPERATING REQUIREMENTS:

The Concessionaire shall comply with the Department’s, “Tenant Handbook” Exhibit

    K and the “Terminal Standards Manual” (www.miami-airport.com), which may be

    amended from time to time, and the Concessionaire further agrees that its operation

    under the Agreement is a service to airline passengers and the users of the Airport and

    that the Concessionaire and/or its Sub-tenants shall conduct its operation in a first-class,

    businesslike, efficient, courteous, and accommodating manner. The Department shall

    have the right, in accordance with the provisions of the Lease and Concession

    Agreement, to make reasonable objections to the quality of articles sold, the character

    of the service rendered to the public, the prices charged, and the appearance and

    conditions of the locations. The Concessionaire and/or its Sub-tenants agree to

    promptly discontinue or remedy any objectionable practice.

All products must be top quality and new and a sufficient quantity of merchandise must

    be carried on the locations to ensure that the locations will be fully stocked at all times.

    The Concessionaire’s and/or its Sub-tenants shall maintain adequate sales force on the

    locations and use the utmost skill and diligence in the conduct of the business. All

    employees, both the Concessionaires and its Sub-tenants shall be courteous and

    helpful to the public. Employees, interacting with the public, must be able to speak

    English.

In addition, the Concessionaire understands and agrees that its operation at the Airport

    necessitates, at a minimum, the rendering of the following services:

A. Conduct of Operations Within Locations:

    1) Concessionaire and/or its Sub-tenants shall not affix or maintain upon the

    glass panes or supports of the show windows, doors and the exterior walls

    of the locations, or any place within the locations if intended to be seen

    from the exterior of the locations, any signs, advertising placards, names,

    insignia, trademarks, descriptive material or any other such like item or

    items. The Department shall have the right, without giving prior notice to

    Concessionaire and/or its Sub-tenants and without any liability for

    damages to the locations reasonably caused thereby, to remove any of

    same from the locations, except such as shall have first received written

    approval of the Department as to size, type, color, location, copy, nature

    and display qualities.

    2) No awning or other projection shall be attached to the outside walls of the

    locations or the terminal building without the prior written consent of the

    Department.

    3) All loading and unloading of goods shall be done only at such times, in the

    areas and through the entrances designated for such purposes by the

    Exhibit L-1 Page 1 Standards of Operation

    Retail Concession Program ____________ RFP NO. MDAD 04 09

    Department. The Concessionaire and/or its Sub-tenants may be required

    to utilize the services of a delivery /distribution company selected by the

    Department, if the program is so implemented.

4) All garbage and refuse shall be kept in the appropriate containers so as to

    minimize the spillage of such garbage and refuse.

5) No radio or television antenna shall be erected on the roof or exterior walls

    of the locations without the prior written consent of the Department. Any

    such aerial shall be subject to removal without notice at any time, and any

    damage to the walls or roof caused by such removal shall be the

    responsibility of the Concessionaire

    6) No loudspeakers, televisions, radios, flashing lights or other devices shall

    be used in a manner so as to be heard or seen outside the locations

    without the prior written consent of the Department.

7) The outside areas immediately adjoining the locations shall be kept clear

    at all times by Concessionaire and/or its Sub-tenants, and Concessionaire

    and/or its Sub-tenants shall not place any obstructions, garbage, refuse,

    merchandise or displays in such areas.

8) Concessionaire and/or its Sub-tenants shall not permit storage or

    restocking bins to be visible to the public, except while in the actual

    process of restocking shelves and display fixtures.

9) Concessionaire and/or its Sub-tenants, its employees, or its agents, shall

    not solicit business in any of the common areas, nor shall Concessionaire,

    its employees or its agents, distribute any handbills or any other

    advertising matter in common areas of the Terminal nor in any of the

    related parking facilities.

10) Concessionaire and/or its Sub-tenants shall not carry on any trade or

    occupation or operate any instrument or apparatus or equipment which

    emits an odor or causes a noise discernible outside the locations and

    which may be deemed offensive in nature.

11) Concessionaire and/or its Sub-tenants shall cause the locations to operate

    a minimum of seventeen (17) hours per day, seven days per week, with

    sufficient personnel to render a high quality of service. The Department

    may increase or decrease the required operating hours, if, in the discretion

    of the Department, such a change is desirable in providing the most

    efficient service.

12) Concessionaire and/or its Sub-tenants shall be required at all times to

    change any bill in denomination of twenty dollars ($20.00) U.S. or less

    when requested by any Airport user without charge and without the need

    to procure a sale. Concessionaire and/or its Sub-tenants shall accept all

    major credit cards and travelers checks.

    Exhibit L-1 Page 2 Standards of Operation

    Retail Concession Program ____________ RFP NO. MDAD 04 09

13) Concessionaire agrees that it shall obtain prior written approval from the

    Department in all of the following matters:

    i. Methods and hours of operation.

    ii. Uniforms to be used by employees.

    iii. The decor of the locations and all signs installed, erected or

    displayed therein.

14) The Concessionaire and/or its Sub-tenants shall properly control the

    actions of its employees at all times while said employees are working on

    the Airport, ensuring that they present a neat appearance and discharge

    their duties in a courteous and efficient manner and that they maintain a

    high standard of service to the public.

    B. Property Management:

The Concessionaire will perform the following duties, subject to the terms,

    conditions, limitations and all other provisions of this Agreement:

1) Manage the Locations in a way that maximizes the highest and best use

    and financial return to the Department.

    2) Monitor and enforce compliance with the terms and conditions of the lease

    and concession agreement and, if applicable, the sub-lease concession

    agreement, including but not limited to use clauses, insurance, pricing,

    capital expenditures, quality of merchandise, hours of operation, detailed

    reporting of sales, payment of fees and rent, and signage. 3) Function as operations liaison between the Department, governmental

    agencies, sub-tenants and/or others.

    4) Maintain, or cause to maintain, the facilities in a first class manner

    pursuant to Department standards, which may be promulgated from time

    to time.

    5) Ensure Customer Service Program compliance. High quality customer

    service is the cornerstone to an effective sales program. The

    Concessionaire is required to submit a customer service program or cause

    it’s Sub-tenants to submit a customer service program within thirty (30)

    days of the Effective Date of the Agreement or within thirty (30) days of the

    Effective Date of the Sub-lease Agreement, for MDAD review and approval. 6) The Concessionaire and/or its Sub-tenants shall cause (i) cooperation in

    the testing of pressure, water flow and other appropriate tests of the fire

    extinguishing systems and apparatus located within the locations from time

    to time and as often as reasonably required by the Department, and if

    requested by the Department, furnish the County with copies of written

    reports of such tests; (ii) keep in proposer functioning order all fire-fighting

    equipment in each locations and at all times maintain in each locations

    adequate stocks of fresh, suitable chemicals for use in such system and

    apparatus; (iii) notify the Department prior to conducting such tests; (iv)

    monitor and enforce compliance by the sub-tenants with all firefighting and

    other health and safety equipment and systems, and any related licenses,

    certificates and inspections.

    Exhibit L-1 Page 3 Standards of Operation

    Retail Concession Program ____________ RFP NO. MDAD 04 09

7) Direct, coordinate and monitor procedures and practices for deliveries of

    goods, products, materials and equipment, to and from the locations, as

    well as the collection and disposal of all waste and refuse related to the

    locations.

    8) Remove signage and install temporary barricades in the event a sub-

    tenants location(s) is vacated or closes for any reason. ,

    C. Leasing:

The Concessionaire will perform, but is not be limited to, the following:

1) Develop, subject to review and approval by MDAD, a standard sub-tenant

    Lease Agreement, in accordance with Article 19 “Sub-Leases”.

2) Recruit, secure and retain, throughout the term of the Agreement, the

    proper tenant mix to meet the Departments proposed newsstand and/or

    specialty retail concepts.

3) Negotiate leases with potential sub-tenants to include, but not limited to,

    the following:

    ? Negotiate the financial terms with potential sub-tenants in

    accordance with MDAD approved key business terms and

    baseline pro-forma.

    ? Perform background checks and due diligence on all

    prospective sub-tenants, including partners, joint ventures,

    and other key participants.

    Prepare and make available, if requested, background check

    summaries.

    ? Prepare an abstract of the potential sub-tenant’s entire deal,

    outlining all business terms for MDAD approval. The outline,

    unless otherwise instructed, will include, (i) concept

    summaries, to include, approved merchandise lists and any

    available photos or renderings, (ii) terminal plans depicting

    spaces of proposed spaces, (iii) financial and term sheets

    that will include the economics of the deal, (iv) anticipated

    sales per enplanement, (v) financial return to MDAD, (vi)

    sub-tenants projected investment summaries, (vii)

    amortization schedules, (viii) comparative airport data, and

    (ix) other pertinent aspects of the deal including local and/or

    ACDBE participation.

    ? If applicable, enter into sub-leases for all retail and

    newsstand operations. The Concessionaire will coordinate

    its leasing process with the Department, obtaining approval

    of each rental arrangement, based upon a standard form of

    sub-lease approved in advance by the Department.

    ? Prepare the appropriate Sub-tenant lease agreement.

    ? Prepare exhibits to the sub-tenant lease agreement.

    Exhibit L-1 Page 4 Standards of Operation

    Retail Concession Program ____________ RFP NO. MDAD 04 09

4) Establish and maintain for the Department a potential sub-tenant database,

    including the preparation of correspondence with potential sub-tenants.

    D. Construction Management:

1) Tenant Coordination: The Concessionaire will be responsible for the

    management, administration and coordination of all design and

    construction associated with the maintenance, repair and/or leasing of the

    locations including, without limitation, all sub-tenant fixed improvements

    and/or refurbishments to be constructed in the locations, whether initial

    construction and alterations associated with any expansion,

    redevelopment or refurbishment of the locations or future construction and

    alterations. The Concessionaire shall be responsible for the supervision

    and coordination, subject to the prior written approval of the County, of the

    design of any sub-tenants locations to the extent contemplated in such

    sub-tenants sub-contract, including without limitation, the design of such

    sub-tenants storefront and the specifications of such sub-tenants

    equipment.

    E. Merchandise Category Management:

Each Location throughout the Terminals under this program has been assigned a

    designated concept category. The category designated for each particular Location

    has been chosen based on analysis of historic customer capabilities and

    preferences, both here at the Airport, and at other airports of similar size and

    passenger traffic mix.

The Concessionaire is required to operate the Locations with a concept that

    complies with the designated categories for each respective Location. The

    Department has the right for final concept and product mix approval.

1. News/Books and Related Concepts

All of the concepts described below have a predominant News theme with

    variations of concepts and merchandise assortments.

a. Newsstands (As distinct from News & Gift): These Locations will

    allocate no more than 5% of the sales floor space to high quality regional

    gifts, souvenirs and apparel.

    These newsstand locations will have a heavy emphasis on a large

    selection of reading materials such as magazines, newspapers and books,

    A minimum of 500 separately displayed major national periodicals and

    magazines are required along with at least 200 book titles to include the

    top 20 weekly New York Times paperback and hardcover best sellers.

    (i.e., if there are 10 copies of one book, this represents one title.) Due to

    the varying leasable square footage of available newsstands that may be

    leased under this Solicitation, exceptions to the required number of

    periodicals and book titles will be made on a case-by-case basis.

    Exhibit L-1 Page 5 Standards of Operation

    Retail Concession Program ____________ RFP NO. MDAD 04 09

    Regardless of size, the newspaper selection should consist of at least three local, two regional and three national papers. The Concessionaire is encouraged to determine and provide the most appropriate international papers depending on the Location’s proximity to international flights.

    Accompanying and complimenting the books and magazines will be a selection of health and beauty aids (HBA), snacks, travel accessories, and bottled beverages, offered at room temperature and refrigerated. Selling space allocation, expressed as a percentage of the total square footage of the Locations, is as follows:

Reading Materials 70%

    HBA/Sundries 10%

    Snacks and Beverages 15%

    Gifts/Souvenirs/Travel Acc. 5%

    Total 100%

    Travel accessories might include wheeled luggage carts, small personal care and health products, small electronics, travel books and maps and travel pillows.

    b. News & Gift (As distinct from Newsstands): A news and gift Location

    can dedicate up to 35% of the store’s selling space for high quality regional gifts, souvenirs and apparel. The majority of the merchandise offered will focus on the categories of news, magazines and books, presented in a way that provides an unmistakable impression that the Location is a newsstand with a combination of essential travel health and beauty aids, snack foods, bottled beverages, and high quality regional gifts and souvenirs.

    A minimum of 300 separately displayed major national periodicals and magazines are required along with at least 200 book titles to include the top 20 weekly New York Times paperback and hardcover best sellers. (e.g., if there are 10 copies of one book, this represents one title.) Due to the varying leasable square footage of available newsstands that can be leased under this Solicitation, exceptions to the required number of periodicals and book titles will be made on a case-by-case basis.

    The newspaper selection should consist of at least three local, and three national papers. The Concessionaire is encouraged to determine and provide the most appropriate international papers depending on the unit’s

    proximity to international flights.

    Accompanying and complimenting the books and magazines will be a selection of health and beauty aids (HBA), snacks, travel accessories, and bottled beverages, offered at room temperature and refrigerated. Selling

    Exhibit L-1 Page 6 Standards of Operation

    Retail Concession Program ____________ RFP NO. MDAD 04 09

    space allocation, expressed as a percentage of the total square footage of the Locations, is as follows:

Reading Materials 45%

    HBA/Sundries 10%

    Snacks and Beverages 10%

    Gifts/Souvenirs/Travel Acc. 35%

    Total 100%

    c. Bookstores: Each Location must include at least 3,500 separately

    displayed book titles. (If there are 10 copies of one book, this represents one title.) The top twenty hardcover and paperback best sellers on the New York Times Book Review Section must be carried. A minimum of five percent of the book titles must be children’s books. All books must be sold at no more than the publishers' price. At least 50, but no more than 100, separately displayed major national periodicals and magazines shall be carried at all times.

    The sales floor should be divided into two zones. The front half should feature a broad assortment of best sellers, new release and topical titles. The face-out ratio in this area should be at least 50%. The back half should feature a broad assortment of backlist titles. This area should be conducive to browsing, offering selection over quantity of copies.

    It is strongly recommended that any stores with more than 1,000 feet of sales floor dedicated to books try to designate as a reading area, a quiet respite area in essence, containing plush furniture.

    d. B

    ooks/Café

    This store will focus on meeting the needs of passengers, especially foreign nationals, flying to US and international destinations out of nearby gates.

    This concept, at slightly more than 3,500 square feet in an “L” shaped

    configuration, is a mix of a bookstore, newsstand, and a coffee shop. Magazine and periodical titles will be less extensive than in a newsstand, but non-English language material, both newspapers and magazines, should be fully represented. The bookstore component will offer the top twenty (20) U.S. bestsellers as tracked by the New York Times as well as a strong selection of titles by non-US authors. Both hardcopy and paperbacks may be sold. Books in English and other languages that are commonly spoken by MIA passengers should be available. All books must be new and may not be sold for more than the publishers' prices. Other related products can include travel journals, passport covers, pens, and pencils. Given the size of this location, a significant amount of space can be utilized for a reading lounge.

    Exhibit L-1 Page 7 Standards of Operation

    Retail Concession Program ____________ RFP NO. MDAD 04 09

    A minimum of 33% of the total space should also be allocated for the “in house” coffee shop within the premises. Coffee beverages offered should include a broad selection of cappuccinos and lattes, teas, and chocolate drinks. Ice water served in a cup should be available at no charge to all coffee shop patrons who request it. In addition to beverages, a selection of sandwiches and pastries should be available. Foods do not have to be made to order, but product must be rotated in daily. Sufficient seating, separate from the reading lounge perhaps, will be required so that patrons will not have to stand and wait for tables to become available once they have received their beverages. Seating should be a mix of tables with chairs and plush chairs with tables. Baristas and cashiers should speak at least two (2) languages fluently. Both the news/book section and the coffee bar must have its own cashier during open hours.

    e. Travel & Business Books

    This store will focus on meeting the needs of passengers flying to international destinations out of nearby gates.

    All books sold here must offer a travel or business theme with the exceptions described below. All books must be new and may not be sold for more than the publishers' prices. This unit will not carry newspapers or periodicals. Travel books should include travel guides to specific cities, countries, and regions, along with maps and language aids. Additional acceptable topics for travel books include art, culture, religion, history, and politics of non-US locations and cultures. Books from the top selling travel series, such as Rough Guide, Small Planet, National Geographic, and Frommers, should dominate the travel guide offerings. Books covering foreign destinations that are flown to out of nearby gates should be prominently displayed in the front of the store. International fiction and non-fiction (books written by non-US authors that have achieved an international audience) should be available as well, though the fiction titles should be limited to recent bestsellers or enduring classics. The business section should include the top 20 bestselling business books from the New York Times weekly list. Recent biographies of prominent business people and politicians may be carried too. Histories of organizations and books about the economy and business practices are acceptable here.

    Exhibit L-1 Page 8 Standards of Operation

    Retail Concession Program ____________ RFP NO. MDAD 04 09

2. Specialty Retail

a. Destination Themed Gifts

    This location should carry gifts unique to South Florida including, for

    example, arts and local crafts. This concept category addresses the

    demand for unique gifts representative of the best products from the gift

    shops of South Florida tourist destinations and hotels. These stores

    would be an important image enhancer for the region and a viable

    destination concept. Product categories might include, but not be limited to,

    local artisans original works of art and reproductions, logo’d accessories,

    children’s products such as art books, kites and paint sets, South Florida

    logo’d apparel, souvenirs, novelties, chocolates and specialty citrus

    products celebrating Miami as a vacation destination.

b. Unique Toys

     This retail court kiosk location can carry a variety of toys or focus on one

    particular product line (e.g. electronics, plush toys, dolls, classic toys, or

    games) or collector’s items from the highest quality, best and most trusted

    brands.

     The kiosk should offer a variety of price points and consider the needs of

    the passenger profile, i.e., toys to pacify children during flight to toys for

    the passenger returning home from a business trip. It is strongly

    suggested staff be encouraged to demonstrate “top products” or “product

    of the day/week” encouraging customer interaction. This unit will not carry

    souvenirs, candy or children’s’ apparel.

    c. Active Sportswear

     Examples of products could range from tank tops, sweatshirts,

     pedometers, and shorts to windbreakers, socks, and shoes appropriate

    for such outdoor activities like hiking, biking, running, tennis, boating or

    other leisure activities. In addition the store could carry replica shirts and

    caps from the leading professional and local collegiate football, baseball

    teams. Logo apparel from international soccer teams could also be

    available.

    The atmosphere should be tailored to fit those with active lifestyles. The

    unit should be visually stimulating and current, the space should be

    departmentalized with each department easily adjusted by footprint and

    merchandise for seasonal changes based on sporting trends and events

    (i.e., sailing regattas, deep sea fishing tournaments, etc.) Replica and

    sports apparel must be officially licensed and clearly identified as such.

    Exhibit L-1 Page 9 Standards of Operation

    Retail Concession Program ____________ RFP NO. MDAD 04 09

    d. Store within a Store

    The concept is to condense a department store into a small footprint. The intention is to provide a number of “mini” concepts with their own defined spaces within the same store itself, much in the same way that FAO Schwarz has teamed with Macy’s. This could be a lifestyle store selling premium clothes, handbags, perfumes, footwear and jewelry. This concept could be classified as an “emporium of luxuries” showcasing designer brands. In essence, Neiman Marcus, Bloomingdales or Macys in miniature form. Private label programs are not acceptable, and the categories chosen must not compete with any other locations within 100 linear yards of this location.

    e. Chocolates/Candy

    This retail court kiosk location has the flexibility to carry individual or bulk chocolates, gummies, and old fashioned or nostalgic candies. All candies shall be pre-packaged and factory sealed. All pre package chocolates and candies shall be maintained, rotated and disposed of according to manufacturers’ shelf live to maximize superior taste and quality. Chocolate shall be fresh and disposed of if white spots or integrity of product is compromised.

    This kiosk can be used to sell seasonal candies (i.e., Halloween, Valentines, Christmas and Easter). Displays shall be well stocked. The use of sampling is permissible to gauge passenger interest while attempting to maximize customer sales. This kiosk cannot sale peanuts, pretzels or dried fruit or the like unless candy coated. Sampling in the retail court will be encouraged.

    f. Business and Shipping Center

    This unit is located on the arrivals level of the new North terminal.

    This unit will provide workspace for business travelers, access to electronic media, and staff to perform support functions, such as faxing and copying. Other potential amenities include access to printers, charging stations, currency exchange, money wire service, video conferencing facilities, and computer suites. The business center should provide drop boxes for overnight deliveries by FedEx, UPS, and US Mail as well as staff support for shipping. Concierge or personal shopper service may be offered as part of the regular staff duties or in some other way.

    The business center should have quiet phone booths or cubicles where users can make phone calls in private without being disturbed by the noise or the activities of others. If booths are provided, they should be fitted with

    Exhibit L-1 Page 10 Standards of Operation

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