VOLUME B

Airport Fact Sheets Concession Policy

Greater Orlando Aviation Authority

POLICY FOR AWARDING AND OPERATING CONCESSION AND CONSUMER SERVICE PRIVILEGES IN THE TERMINAL COMPLEX

AT ORLANDO INTERNATIONAL AIRPORT

ORLANDO, FLORIDA

December 20, 2017

GREATER ORLANDO AVIATION AUTHORITY One Jeff Fuqua Boulevard

Orlando, Florida 32827- 4399

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Table of Contents

ARTICLE 1 - INTRODUCTION .................................................................................................... 1

ARTICLE 2 – OVERALL POLICY FOR AWARDING CONCESSION AND CONSUMER SERVICE

PRIVILEGES ............................................................................................................................... 1 A. Public Notice ........................................................................................................................... 1

B. Airport Concession Disadvantaged Business Enterprise .............................................................. 1 C. Right to Amend…………………………………………………………………………………………………………………..2

D. Qualifications of Prospective Bidders or Proposers................................................................... 2

E. Alternative Method of Awarding Concession and Consumer Service Privileges ............................. 2 F. Bidding to Specifications .......................................................................................................... 3

G. Competitive Proposals ............................................................................................................. 3 H. Negotiations ........................................................................................................................... 4

I. General Financial Basis for Bids and Proposals .......................................................................... 4

J. Pre-Proposal and Pre-Bidding Conferences ............................................................................... 4 K. Evaluation of Bids or Proposals ................................................................................................ 5

L. Extension of Term ................................................................................................................... 5 M. Concession Limitation………………………………………………………………………………………….………………6

ARTICLE 3 – GENERAL POLICY WITH REGARD TO OCCUPANCY CONDITIONS FOR ALL CONCESSIONS ........................................................................................................................... 6

A. Improvements To Be Provided By Authority............................................................................. 6

B. Improvements To Be Provided By Concessionaire..................................................................... 6 C. Pricing...................................................................................................................................7

D. Terms Acceptable to the Authority...........................................................................................7

ARTICLE 4 – POLICY OUTLINE OF INDIVIDUAL CONCESSION AND CONSUMER SERVICE

PRIVILEGES ............................................................................................................................... 8

A. Advertising and Display ........................................................................................................... 8 B. Automobile Rental ................................................................................................................... 9

C. Food and Beverage ............................................................................................................... 10 D. Hotel .................................................................................................................................... 11

E. News/Sundries/Gifts/Specialty Retail ...................................................................................... 11 F. Theme Retail ........................................................................................................................ 11

G. Multi-Service Ground Transportation Services ......................................................................... 12

H. Specialty Service Privileges .................................................................................................... 12 I. Public Services ...................................................................................................................... 13

J. Master Retail Manager ........................................................................................................... 13 K. Retail Merchandising Units……………………………………………………..……………………………….…………15

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ARTICLE I - INTRODUCTION The Greater Orlando Aviation Authority (the "Authority") adopts this amended concession policy (the "Concession Policy") to govern the award of all concession and consumer service privileges in the Terminal Complex at the Orlando International Airport (the "Airport"). The goal of the Concession Policy is to assure the highest level of both public service, and of revenue generation, consistent with the level of service desired, and the Authority's policy of encouraging the participation of small business concerns owned and controlled by socially and economically disadvantaged individuals ("Airport Concession Disadvantaged Business Enterprises" or "ACDBE's"), in accordance with the provisions of 49 C.F.R. 23 and 26, and applicable regulations (the "ACDBE Requirements"). The Authority intends to follow these specific policies in awarding concession and consumer service privileges in the Terminal Complex. In addition, to ensure realization of the Authority's public service and revenue goals, the Authority will impose well-defined performance and operating standards in the agreements it enters into with concessionaires and providers of consumer services, and will require the concessionaires and providers of consumer services to provide performance bonds and liability insurance in amounts to be established by the Authority. The overall policy for awarding all concessions and consumer service privileges is set forth on Pages 2 through 6. The general policy for awarding individual concession and consumer service privileges is outlined on Pages 5 through 15.

ARTICLE 2 - OVERALL POLICY FOR AWARDING CONCESSION AND CONSUMER SERVICE PRIVILEGES

This policy shall be observed by the Authority in awarding concession and consumer service privileges (sometimes referred to as "privilege" or “privileges") in the Terminal Complex.

A. Public Notice. It is the policy of the Authority to develop strong public interest in each concession or privilege being solicited by the Authority. To this end, the Authority will give reasonable public notice in advance of its solicitation of each concession or privilege.

B. Airport Concession Disadvantaged Business Enterprise. It is the policy of the Authority that Airport Concession Disadvantaged Business Enterprises shall have maximum opportunity to participate in the concessions and consumer service privileges in the Terminal Complex. To this end, the Authority encourages Airport Concession Disadvantaged Business Enterprise participation in the submission of Bids or Proposals for all concessions.

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C. Right to Amend.

The Authority reserves the right to further amend this Concession Policy if required, in order to comply with any applicable laws or regulations hereafter adopted by the United States Government, its agencies, or the State of Florida.

D. Qualifications of Prospective Bidders or Proposers.

In order to have a Bid or Proposal considered by the Authority, all prospective operators of concession or consumer service privileges in the Terminal Complex shall provide the Authority with a complete and signed eligibility form to be supplied by the Authority. The eligibility form shall require the Bidder or Proposer to provide the following information, and such other information as deemed appropriate by the Authority: 1. The type of organization submitting the Bid or Proposal (sole proprietorship, partnership, joint venture, corporation, etc.); 2. (a) Evidence that the Bidder or Proposer has at least the minimum number of years of experience as required by the Bid/Proposal document, in offering goods or services of the type and size covered by the Bid or Proposal; or in lieu thereof 3. A pro forma statement of the projected results of operations of this business for each of the first two (2) years of operations in the Terminal Complex, identifying the source of funds to cover any deficits shown in such statement, and a current statement showing the assets, liabilities, and net worth of the Bidder or Proposer; and 4. A statement setting forth the initial capital requirements of the business and providing evidence satisfactory to the Authority that such requirements can and will be met. If the Eligibility Form is not submitted by the Bidder or Proposer, or if, in the sole discretion of the Authority, the information contained on the Eligibility Form is incomplete, unsigned, the wrong version, not responsive, or the Bidder’s or Proposer’s submittals contain any other material irregularity, the Bid or Proposal may be rejected by the Authority.

E. Alternative Method of Awarding Concession and Consumer Service Privileges. There are three ways in which concession and consumer service privileges may be awarded: 1. Competitive bidding to specifications; 2. Invitational, but competitive Proposals based on specifications, followed by negotiations with the selected Proposer(s) to obtain maximum revenue consistent with desired levels of public service.

3. Negotiations with a single concession/service operator where (a) services or products are unique, or (b) where services are the sole source, in accordance with state law(s)

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or regulation(s).

F. Bidding to Specifications. Bidding to specifications will be used for those concessions or consumer privileges where it is difficult to differentiate the type of service, income to be generated, and quality of service or products. In bidding to specifications, the concession or privilege will be awarded to the highest responsible and responsive dollar Bidder; provided, however, that if the Authority has established a Airport Concession Disadvantaged Business Enterprise contract goal for the concession or privilege, then that concession or privilege shall be awarded to the highest responsible and responsive dollar Bidder whom the Authority determines has offered a reasonable minimum annual guarantee, and who has met, or is deemed to have made a good faith effort to meet, the Airport Concession Disadvantaged Business Enterprise contract goal. For purposes of the preceding sentence a minimum annual guarantee shall be considered reasonable if the Authority would have accepted such guarantee if it had been the only Bid or Proposal received. Examples of privileges to be awarded by bidding are: Automobile Rental

Banking Services Foreign Currency Exchange Services Luggage Cart Services Mail Services Pay Telephone and Ancillary Services Shoeshine Services

G. Competitive Proposals. Competitive Proposals will be used for those concession or consumer service privileges where type of service, volume of business to be generated, quality of services or products, and demonstrated capability and depth of management, can be clearly differentiated among concessionaires. The concession or consumer service privilege will then be awarded by the Authority’s comparative evaluation of each Proposal, with respect to items such as: demonstrated experience at other locations, proposed concept including variety, quality and pricing, financial responsibility, reputation, marketing and promotion programs or similar characteristics, concession improvements of facilities proposed, financial return to the Authority, and compliance with the Airport Concession Disadvantaged Business Enterprise policy if applicable, as well as any specific selection criteria set forth herein with respect to the particular concession or consumer service privilege. The final terms of the agreement will be negotiated to produce maximum financial return to the Authority consistent with public service requirements. Examples of privileges to be awarded by competitive Proposal include: Advertising and Display Food and Beverage (except as provided in Negotiations) Hotel Master Retail Manager News/Sundries/Gifts

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General Specialty Retail The Authority reserves the right to decide to award one or more of the above-described privileges by bidding rather than by competitive Proposal.

H. Negotiations. Negotiation will be used where services offered are covered by patents, copyrights, trademarks, or service marks, or are unique or available only from a single supplier, or in circumstances where the Authority considers a specific brand or product, is crucial to the overall success of the concessions program. In addition, if only one concessionaire meets the eligibility requirements with respect to the goods or services required or desired, the Authority may, at its sole discretion, negotiate the concession or privilege. Conversely, if it is determined during a negotiation that the privilege being negotiated is available from more than one eligible supplier, then the privilege will be awarded by the bidding or proposal procedure, as the Authority deems appropriate. Examples of privileges to be awarded by negotiations include: Food and Beverage brand specific (e g McDonalds, Starbucks) Specialty Retail (e.g. National brand book store with coffee shop) Theme Retail

I. General Financial Basis for Bids and Proposals. In most instances, the financial return to the Authority from each concession and consumer service privilege will be compared on the minimum annual guaranteed amount, or alternatively, on a percentage of gross receipts, or a fee per enplaned passenger determined by the Authority. The Authority will establish the dollar amount of the lowest acceptable minimum annual guarantee and the percentages of gross receipts, or payments per passenger. Bidders and Proposers will then bid or propose to the established minimum, which must be equal to, or in excess of, the lowest acceptable minimum annual guarantee, lowest acceptable percentage of gross receipts, or lowest acceptable fee per enplaned passenger established by the Authority. In no event will both the percentages and the minimum annual guarantee be bid or proposed.

J. Pre-Proposal and Pre-Bid Conferences. Pre-Proposal and Pre-Bid conferences will be held for all concession or consumer service privileges (or group of concession or consumer service privileges), except (1) where services are standard, (2) where nominal investment is required, or (3) where the privilege is to be awarded by negotiation. Prior to the pre-Proposal or pre-Bid conference for each concession or privilege, the Authority’s staff shall develop a working draft of the Bid or Proposal documents, including specifications and requirements for the concession or privilege, and the proposed agreement to

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be entered into with the Authority, or its agent, and such contract documents will be made available through electronic means, such as the Authority’s main website or http://www.demandstar.com to all persons or firms who have expressed to the Authority, in writing, an interest in the particular concession or privilege type being bid or proposed. The names and addresses of all persons or firms to whom contract documents have been given shall be maintained by the Authority, and all such persons and firms shall be informed, prior to the receipt of Bids or Proposals, of any subsequent changes to the Bid or Proposal documents on the Authority’s main website, http://www.orlandoairports.net, http://www.demandstar.com, or https://procurement.pbnlink.com/login.

K. Evaluation of Bids or Proposals. The Concession Procurement Committee (the "Committee"), as designated by the Authority from time to time, will at duly-noticed public meetings, review and evaluate all Bids and Proposals received by the Authority. The Director of Concessions will, subject to the Executive Director's direction, administer the operation of the concessions and privileges in the Terminal Complex. The Committee may be advised from time to time by other members of the Authority’s staff, the Authority's legal advisors, and other consultants of the Authority, as requested by the Committee. In the case of Bids, the Committee will provide to the Authority a list of all persons or firms submitting qualified Bids, ranked from highest to lowest dollar amount bid, together with the Committee's recommendation as to which should receive the award. The Authority may approve or reject the Committee's recommendation, and will make the final award. The Authority reserves the right to reject all Bids or any unqualified Bids. [See heading entitled "Bidding to Specifications" on Page 3, for the basis of award of a concession or privilege by Bid.] In the case of competitive Proposals, the Committee will provide to the Authority a list of all persons or firms submitting qualified Proposals, identifying those which were ranked highest by the Committee, together with its written review of the Proposals, any irregularities of the Proposals, and its recommendation as to which should receive the award. The Authority may approve or reject the Committee's recommendation, and will adopt the final ranking of the Proposals. [See heading entitled "Competitive Proposals” on Page 3, for the basis of award of a concession or privilege by competitive Proposals.] Upon adoption of the ranking by the Authority, the Authority shall direct the Authority's staff to negotiate the precise terms and conditions of the Proposal enter into an agreement with the highest ranked Proposer. If the Authority’s staff determines that an acceptable agreement cannot be reached, it may then negotiate with the second highest ranked Proposer, and so on, until a mutually acceptable agreement is reached.

L. Extension of Term. The Authority may, in order to better coordinate the redevelopment of the concessions and the Terminal Complex, extend the term of certain concessions, in its sole discretion, by a period the Authority determines is reasonable to accommodate and coordinate such redevelopment in the Terminal Complex.

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M. Concession Limitation.

Any person (natural or legal) shall be precluded from having any equity interest in more than one (1) food and beverage concession and one (1) retail or services concession in the North Terminal Complex (defined to be Terminal A and B and the associated Airside Buildings) and shall further be precluded from having any equity interest in more than one (1) food and beverage concession and one (1) retail or services concession in the South Terminal Complex. Theme Retail concession interests shall not be considered food and beverage concessions nor retail concessions and shall not count toward the limitation established by this section. This section shall not apply to any concession ownership in existence on or prior to January 1, 2018 through the expiration or termination of the term of the concession. Nothing contained herein shall prohibit any person from possessing an equity interest in the maximum number of concessions in the North and South Terminal Complexes.

ARTICLE 3 - GENERAL POLICY WITH REGARD TO OCCUPANCY CONDITIONS FOR ALL CONCESSIONS

Except where otherwise noted the following will apply to all privilege holders.

A. Improvements to be Provided by Authority. The Authority may provide enclosure on boundaries of public areas through the use of glazed walls and doors. In newly constructed space, the Authority shall provide rough-finished concrete floors and ceilings, and unfinished steel studs between concession spaces, or unfinished concrete block. The Authority shall provide air conditioning duct work stubbed to the exclusive space, a communications drop, and an electrical power panel in the vicinity of the exclusive space, but shall not provide communication or electrical connections from the main drop or electrical panel to the exclusive space. In previously occupied space, the Authority will provide the space on an "as is” basis.

B. Improvements to be Provided by Concessionaire. As a general policy which may be modified for specific concession spaces, privilege holders shall be responsible for the purchase and installation of heating, air condition, plumbing, trash storage, and concession-related equipment and connections, at the privilege holder’s expense. All plans and specifications shall require the written approval of the Authority prior to installation. Where feasible, concessionaires shall be required to purchase and install Authority-specified meters for electric power and water to their exclusive spaces. Where separate meters are not feasible, each concessionaire shall pay the Authority a reasonable charge for the heating and air conditioning of the relevant portion of the Terminal Complex, and for water consumption, as appropriate. Major food and beverage concessionaires, such as food court and full-service restaurant operators, shall have their own meters installed. In addition to the above, privilege holders shall be required, at their expense, to construct approved enclosures (walls, doors, etc.) around their space in all cases where such enclosures are not already provided, and they shall be responsible for the design and construction

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of such enclosures and the space within such enclosures. Such design shall be subject to written approval by the Authority prior to installation. The Authority shall at all times retain the right to, (1) provide for the design and construction of any exterior enclosure or other portion of privilege holder space which is visible to the general public, and (2) set standards for interior design, construction, and furnishing. Design and construction of exterior enclosures and other privilege holder space visible to the public may be accomplished by the Authority at the expense of the privilege holder.

C. Pricing. Travelers apply the same sense of value at the Airport that they use elsewhere. Prices and charges for all food and beverages, retail merchandise and services offered for sale on the Premises shall be fair and reasonable. "Reasonable prices" for items sold by concessionaire on the Premises shall be defined as prices comparable to the prices charged at other comparable facilities in the Greater Orlando area, which may include tourist areas (excluding theme parks except in the case of Theme Retail concessions).

D. Terms Acceptable to the Authority. 1. Quality and range of merchandise offered. Most travelers are likely to have visited shops at the theme parks or elsewhere in the area, and will patronize the theme retail shops at the Airport for additional discretionary purchases. Therefore, the quality and range of products must be broad enough to generate additional sales of theme-related merchandise. 2. Variety of merchandise available at the Airport. The Authority plans to minimize overlap in the merchandise lists among the various types of concessions. Therefore, the concessionaires must provide variety in their merchandise lists to offer the opportunity for higher sales in this, and other concessions, and a higher degree of satisfaction for the traveler. 3. Quality of facilities. The level and quality of finishes of the terminal building will be high, in keeping with the overall terminal aesthetics. The design standards, the quality of materials, and the level of investment by concessionaires will be an important consideration in evaluating Proposals. 4. Standards of service. The merchandise must be fully stocked at all times, staff must be knowledgeable and outgoing in assisting the traveler, and staffing levels must be adequate to handle irregular peak flows of traffic without lines at the case registers.

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5. Merchandise display standards The concessions are an important part of the traveler's impression of the Airport. Shop design, display fixtures, practices, and merchandise lists, will be evaluated for consistency with the overall design of the terminal buildings and sound merchandising practices for high-quality shops. 6. Revenue to the Airport. Percentages and minimum acceptable guarantees have been set at levels consistent with the overall public service and revenue goals of the Authority's concession policy. Therefore, although minimum annual guarantees are important, the Authority may select a Proposal which it deems to be the most advantageous to the public and the Authority, even if it does not offer the highest minimum annual guarantees 7. Experience and reputation of Proposers. The Authority wishes to ensure that the standards and commitments made in the Proposals will be maintained throughout the term of the concession agreement. The Authority will evaluate concessionaires on the performance, appearance, and standards of maintenance of other locations as measures or the concessionaire’s ability to perform over the term of the concession agreement. It is the intention of the Authority to implement a coordinated plan to provide needed and desirable services and products throughout the entire Terminal Complex.

ARTICLE 4 - POLICY OUTLINE INDIVIDUAL CONCESSION AND CONSUMER SERVICE PRIVILEGES

An outline of the specific policy to be used in awarding each major concession and consumer service privilege in the Terminal Complex at the Airport appears in the following pages. Additional concession or consumer service privileges may prove desirable in the future. A specific policy with regard to added concessions or privileges will be developed by the Authority as required.

A. Advertising and Display. 1. General Description of Privileges Management Agreement for the sale, operation, and maintenance of certain commercial display advertising in the Terminal Complex. 2. Method of Awarding Privileges Competitive Proposals. 3. Term

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Not to exceed seven (7) years, subject to the Extension of Term as set forth on Page 5. 4. Fees The greater of (1) minimum annual concession fee, or (2) percentage(s) of gross receipts. [See Page 5]. 5. Improvements to be Provided by Concessionaire Concessionaire shall provide for certain improvements, including, but not limited to, the installation of all improvements, fixtures, furnishings, signage, trade fixtures, cabling, data installation, and equipment necessary to conduct its operations. 6. Improvements to be Provided by Authority Authority shall provide certain improvements, including, but not limited to, making electricity available, and Authority will endeavor to do so at the nearest electrical panel room.

B. Automobile Rental. 1. General Description of Privileges The right to operate one (1) of the automobile rental concessions in the Terminal Complex. However, there may be multiple automobile rental concessions awarded during any automobile rental concession opportunity. 2. Method of Awarding Privilege

(a) Bid to Specifications (Highest dollar responsible and responsive Bidder)

(b) Competitive Proposals

3. ACDBE The concession agreement shall require that each concessionaire demonstrate a good faith effort to ensure that during the term of the concession, the value of each concessionaire’s aggregate purchases of services and products from ACDBE firms equals or exceeds the goal established by the Authority. 4. Term Not in excess of ten (10) years, subject to Extension of Term as set forth on Page 5.

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5. Fee Guaranteed minimum annual privilege fee, or if greater, a percentage of annual gross receipts. The percentages and the lowest acceptable minimum annual guarantee will be established by the Authority. In addition, fixed rentals specified by the Authority will be charged for space in the Terminal Complex, and for any outside facilities (ready and return spaces, service sites, etc.). 6. Improvements to be Provided by Authority Counter shells and associated office space in the Landside Building provided "as is," and ready and return spaces, all at the expense of the car rental concessionaire. 7. Improvements to be Provided by Concessionaire All improvements not provided by the Authority, subject to the written approval of the Authority prior to installation.

C. Food and Beverage. 1. General Description of Privileges The right and obligation to provide and operate facilities for the preparation and sale of food and beverages in the Landside and/or one or more Airside Buildings, as Authority shall determine, excluding the hotel facility in the Terminal Complex. The price, quality, and quantity of food and beverages provided by the concessionaires, shall be at all times subject to the reasonable control of the Authority. Facilities shall include, but are not limited to: food courts, full service restaurants, snack bars, grab-and-go units and specialty beverage concessions. Policies with regard to food and beverage service in locations in the Terminal Complex, other than in the Landside and Airside Buildings, shall be established by the Authority as required. 2. Method of Awarding Privileges By competitive Proposals, except the Authority may negotiate brand-specific food and beverage contracts deemed by the Authority to be essential to the success of the concessions program. 3. Term To be based on extent of investment required, but not in excess of fifteen (15) years, subject to the Extension of Term as set forth on Page 5. 4. Privilege Fee Basis Guaranteed minimum annual privilege fee, or if greater, a percentage of annual gross receipts. The percentages and the lowest acceptable guarantee will be established

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solely by the Authority.

D. Hotel. The policy for award of the hotel operation privilege will be established by the Authority as needed.

E. News/Sundries/Gifts/Specialty Retail. 1. General Description of Privileges The right and obligation to sell news, sundries, souvenir items, and convenience items, in one or more locations in the Landside and/or Airside Buildings designated by the Authority. 2. Method of Awarding Privileges Competitive Proposals or competitive Bids. 3. Term Not in excess of ten (10) years, subject to Extension of Term as set forth on Page 5. 4. Privilege Fee Basis Guaranteed minimum annual privilege fee, or if greater, a percentage of annual gross receipts. The percentages and the lowest acceptable minimum annual guarantee will be established by the Authority.

F. Theme Retail. 1. General Description of Privileges The right and obligation to sell theme retail merchandise in one or more locations in the Landside and/or Airside Buildings as designated by the Authority. Theme retail merchandise consists of products marked with the name or logo of the theme park or attraction operator, or representing characters created by or owned by the operator. The operator of a theme park or attraction located within fifty (50) miles of the Airport will be eligible to operate a theme retail concession. The products offered at a theme retail shop must be predominantly related to the theme park or attraction located within fifty (50) miles of the Airport. The airport is a showcase for the local community, as well as the traveler's first and last impression of the Central Florida area. Shops should reflect the products, activities, image, and ambiance of the Central Florida area. 2. Method of Awarding Privileges Negotiations.

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3. Term

Not in excess of fifteen (15) years, subject to Extension of Term as set forth on Page 5.

4. Pricing

Prices at the Airport must be comparable to prices at the concessionaire's attraction(s) in the Greater Orlando Area. 5. Privilege Fee Basis Guaranteed minimum annual privilege fee, or if greater, a percentage of annual gross receipts. The percentages and the lowest acceptable minimum annual guarantee will be established by the Authority. G. Multi-Service Ground Transportation Services. It is the policy of the Authority to provide the Terminal Complex with orderly ground transportation services, and to obtain the highest level of revenues from these privileges, consistent with the level of service desired, and the Authority's policy of encouraging Airport Concession Disadvantaged Business Enterprises. To this end, the Authority may award multi-service ground transportation concessions that would have the right to offer services using shuttle vans, luxury sedans, luxury limousines, and buses. These privileges shall be awarded in a manner consistent with applicable laws of the State of Florida, applicable ordinances of the City of Orlando, and in accordance with regulations adopted by the Authority.

H. Specialty Service Privileges. Individual specialty shops will be developed as required, and as indications of interest for given specialties are received or promoted, possible specialties may include, but shall not be limited to: Banking Services Payphones Electronics Media- Arcade, downloading stations, charging stations,

Internet cafes Barber/Beauty Salon/Spa Art Gallery and Individual On-Site Artisans Duty Free Foreign Currency Exchange Services

In general, specialty services privileges will be awarded in accordance with the following Policy:

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1. General Description of privileges The right to provide services or sell a given category or line of merchandise to the traveling public, specifically related to said specialty service. 2. Method of Awarding Privileges Specialty service privileges will be awarded by bidding to specification, competitive Proposals, or by negotiation, in accordance with the criteria set forth under the headings entitled "Bidding to Specifications" and "Competitive Proposals" on Page 3, and "Negotiations" on Page 4, respectively. 3. Term Not in excess of ten (10) years, subject to the Extension of Term as set forth on Page 5. 4. Privilege Fee Basis If awarded by Bid or competitive Proposal, the privilege fee basis shall be a guaranteed minimum annual privilege fee, or if greater, a percentage of annual gross receipts, with the percentage and the lowest acceptable minimum annual guarantee to be established by the Authority. If negotiated, the privilege fee basis shall be as determined by the Authority.

I. Public Services. The Authority may allocate space in the Terminal Complex for those public services which are deemed necessary or desirable to serve the traveling public. Areas allocated for public services shall be established on a case-by-case basis, and the rental arrangements entered into shall be at the sole discretion of the Authority, provided that such arrangements would be acceptable to a reasonably prudent operator of an airport system comparable to the Airport. Such public services could include specialty services, baggage lockers, a post office box or postal facility, traveler's check dispensers, children's play area, or an information service for either foreign or domestic travelers

J. Master Retail Management. Privileges will be awarded to a master retail manager for the right to improve, award sub-concessions, manage, and elect to self-operate a portion of certain concession space in accordance with the following policy: 1. Method of Awarding Contract Competitive Proposals followed by negotiations with the highest ranked Proposer.

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2. General Description of Privileges. Concession agreement for the improvement, management, and operation through retail sub-concessionaires, and elect to self-operate a portion of the premises, with the limitations as set forth in 8.(b) below, of certain specialty retail, and limited food and beverage concession space, as designated by the Authority. 3. Term Not in excess of eleven (11) years, subject to the Extension of Term as set forth on Page 5. 4. Privilege Fee Basis Guaranteed minimum annual privilege fee based upon the square footage occupied by concessions, or if greater, a fee based on the financial performance of the concessions. The lowest acceptable minimum annual privilege fee will be established by the Authority. 5. Improvements to be Provided by Authority The Authority shall provide: (a) heating and air conditioning trunk lines throughout the premises, (b) an electrical panel located in an electrical room in the vicinity of the premises, (c) a communications drop located in. the vicinity of the premises, (d) fire sprinkler system throughout the premises, and (e) fire alarm, heat detection, and smoke detection devices stubbed in the premises. 6. Improvements to be Completed By Concessionaire The master retail manager, or its sub-concessionaires, shall provide all interior furniture, fixtures and equipment, including, but not limited to, wall-coverings, floor coverings, signage, ceiling treatments, counters, shelving, cabinets, and display cases. In addition, the master retail manager or its sub-concessionaires, shall provide (a) all demising walls between sub-concession space (if required), (b) all storefronts, (c) all air conditioning and heating duct work, and related controls for air distribution within the leased premises, (d) all communications wiring and fixtures from the main communications drop, and (e) all lighting, power fixtures and wiring, accessories and panels, to the leased premises, including, ties of electrical service into the Authority's energy monitoring and management system, and redistribution of the fire sprinkler system, and in the leased premises. In addition, if required and approved in writing by the Authority for operation, all water piping, control and drainage facilities, shall be the responsibility of the master retail manager or its sub-concessionaires. All improvements must conform to Authority standards and must be approved in writing by the Authority prior to installation. 7. Sub-concessionaire Agreements All sub-concessionaire agreements are subject to the approval of the Authority and will contain certain standard provisions as required by the Authority.

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8. Limitations (a) The master retail manager will be prohibited from having any ownership interest in any sub-concessionaires of any part of the premises (except for the portion of the premises self-operated by the master retail manager, if applicable), and from having a majority ownership interest in any other concessions granted by the Authority. (b) The master retail manager will have the potential to self-operate a portion of the premises, as determined by the Authority in its sole discretion.

9. ACDBE If the master retail manager is allowed to self-operate a portion of the

premises, as determined by the Authority in its sole discretion, the master retail manager shall be required to meet or exceed an ACDBE goal of thirty percent (30%) at all times during the Term of the concession.

K. Retail Merchandising Units.

Retail Merchandising Units will be intended to showcase and/or provide retail

opportunities for small businesses and artisans. Small businesses and artisans will provide

travelers a variety of retail and artistic experiences highlighting the vibrancy of Orlando’s economy

and culture. Preference will be granted to local small retailers and artisans located in Central

Florida. The Authority deems these experiences a benefit to the traveling public, increasing their

enjoyment of the experience at the Airport and encourage repeated use of the Airport.

1. Method of Awarding Privileges

Negotiations.

2. Term

This program is intended to provide opportunities for a variety of small

businesses and artisans. It is therefore not intended to provide long term concessions that would

exclude other small businesses and artisans from an opportunity to obtain a Retail Merchandising

Unit concession. The initial term shall be one (1) year. However, the Authority shall retain the

right to extend Retail Merchandising Unit concession agreements as it deems necessary or

beneficial to provide continuous, quality products and services for the traveling public.

3. Privilege Limitation

No person (natural or legal) may hold a “substantial” interest in more than

two (2) Retail Merchandising Units at the Terminal Complex. A “substantial interest” means an

equity interest of twenty percent (20%) or greater in the Retail Merchandising Unit concessionaire

(the entity holding the concession agreement), or any interest (equity, debt, or otherwise) which

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would give the person holding the interest the power to control the Retail Merchandising Unit

concessionaire.

4. Fees

Staff may negotiate a flat monthly fee, a percentage of gross sales, or both.

In appropriate circumstances, where staff determines that an artisan’s display of art or craft has

value as a customer service benefit to the Authority by enhancing the traveling public’s enjoyment

of the Airport, staff may determine that displaying the art or craft constitutes fair market value

for the Retail Merchandising Unit concession and will be accepted in lieu of payment.

5. Contract Bonds and Insurance

Staff may waive contract bonds but the Authority’s insurance requirements,

as determined by the Executive Director, will apply to entities awarded Retail Merchandising Unit

concessions.

Time Period Sales

Oct '09-Sep '10 552,957$

Oct '10-Sep '11 631,053$

Oct '11-Sep '12 1,176,243$

Oct '12-Sep '13 1,256,813$

Oct '13-Sep '14 1,618,188$

Oct '14-Sep '15 1,317,779$

Oct '15-Sep '16 1,396,828$

Oct '16-Sep '17 1,431,001$

Oct '17-Sep '18 1,639,363$

Oct '18-Mar '19 1,032,968$

Total 12,053,193$

Automated Retail SalesFY 10 - FY 19

Airside Domestic International Total Domestic International Total Domestic International Total

2018 20,571,482 3,312,702 23,884,184 20,524,505 3,287,938 23,812,443 41,095,987 6,600,640 47,696,627

A/S 1 4,455,137 941,565 5,396,702 4,421,656 928,296 5,349,952 8,876,793 1,869,861 10,746,654

A/S 2 5,867,324 - 5,867,324 5,866,389 - 5,866,389 11,733,713 - 11,733,713

A/S 3 6,973,020 38,831 7,011,851 7,004,904 42,429 7,047,333 13,977,924 81,260 14,059,184

A/S 4 3,276,001 2,332,306 5,608,307 3,231,556 2,317,213 5,548,769 6,507,557 4,649,519 11,157,076

2017 19,402,338 2,992,998 22,395,336 19,296,632 2,919,297 22,215,929 38,698,970 5,912,295 44,611,265

A/S 1 4,380,827 1,267,984 5,648,811 4,317,966 1,243,912 5,561,878 8,698,793 2,511,896 11,210,689

A/S 2 5,662,888 - 5,662,888 5,649,337 - 5,649,337 11,312,225 - 11,312,225

A/S 3 6,235,757 - 6,235,757 6,234,145 - 6,234,145 12,469,902 - 12,469,902

A/S 4 3,122,866 1,725,014 4,847,880 3,095,184 1,675,385 4,770,569 6,218,050 3,400,399 9,618,449

2016 18,170,021 2,826,097 20,996,118 18,160,668 2,766,613 20,927,281 36,330,689 5,592,710 41,923,399

A/S 1 4,003,624 1,146,978 5,150,602 4,019,164 1,119,318 5,138,482 8,022,788 2,266,296 10,289,084

A/S 2 5,280,877 - 5,280,877 5,288,403 7,006 5,295,409 10,569,280 7,006 10,576,286

A/S 3 5,825,568 34,477 5,860,045 5,821,341 48,267 5,869,608 11,646,909 82,744 11,729,653

A/S 4 3,059,952 1,644,642 4,704,594 3,031,760 1,592,022 4,623,782 6,091,712 3,236,664 9,328,376

2015 16,907,723 2,577,683 19,485,406 16,817,374 2,506,557 19,323,931 33,725,097 5,084,240 38,809,337

A/S 1 3,591,398 1,321,491 4,912,889 3,548,371 1,297,853 4,846,224 7,139,769 2,619,344 9,759,113

A/S 2 5,093,966 - 5,093,966 5,086,337 75,278 5,161,615 10,180,303 75,278 10,255,581

A/S 3 4,786,906 44,196 4,831,102 4,763,130 53,966 4,817,096 9,550,036 98,162 9,648,198

A/S 4 3,435,453 1,211,996 4,647,449 3,419,536 1,079,460 4,498,996 6,854,989 2,291,456 9,146,445

2014 15,753,963 2,180,297 17,934,260 15,635,779 2,144,052 17,779,831 31,389,742 4,324,349 35,714,091

A/S 1 3,787,327 1,173,229 4,960,556 3,747,872 1,150,832 4,898,704 7,535,199 2,324,061 9,859,260

A/S 2 4,935,122 - 4,935,122 4,929,725 49,088 4,978,813 9,864,847 49,088 9,913,935

A/S 3 3,941,559 40,621 3,982,180 3,904,580 39,700 3,944,280 7,846,139 80,321 7,926,460

A/S 4 3,089,955 966,447 4,056,402 3,053,602 904,432 3,958,034 6,143,557 1,870,879 8,014,436

Greater Orlando Aviation Authority - Orlando International Airport

Domestic & International Enplaned & Deplaned Passengers by Airside by YearCalendar Years 2014-2018

Deplaned Enplaned Total

-------- ~ ORLANDO INTERNATIONAL AIRPORT

~ = --=-=====-----------11/.,,, Or/1111<),, 1'~\'f1c'l'l~'l1Ct'

AME: MCO- Official airport designator for Orlando International Airport (designator adopted from McCoy Air Force Base named after

Colonel Michael McCoy)

A VIA TIO AlITHORITI: ' n 1e ai1vort is opernted and m,maged by t.he Greater Orlando Aviation Authority (GOAA), which consisb of a

seven-member bmu·d, live are appointed by the Governor or Florida ,md one is the Mayor of Orl,mdo and one is the Mayor of Or;mge

County.

LAND & FACILITIES: Approximately, 12,29 t acres (4,975 hectares<20 square miles) comprises the airport property, making it the fourth

largest airport in landmass in the nited States; Four p,u·,tllel orth/ outh runways; Approximately 17,000 paved parking spaces. MCO has

more than 7 million squ,u-e feel under rooL

LOCATIO : CentTally located "ithin a two-hour drive of more t.han 60 percent of Florida's popLuation. MCO is well po itioned to support

the region's dynamic economic growth.

31 + Billion Re · onal Economic Im act

$566,910,00 FY 2019 Budget

21,000+ Airport Employees

138 Food, Beverage & Retail

North Terminal Complex Renovation

South APl\I / ITF Complex

South Terminal "C" Phase 1

2018 & 2017 J.D. Ponu Higl1est m Customer

,1tis/,1ctio11 for ,1/ega Airport:, and C lPA .11mrd

THE ORLANDO EXPERIENCE@

DESIGN CONCEPT: A total environmentally

responsive complex that has high passenger convenience

features, low maintenance ,md operational costs,

accommodates a high growth rate and reflects the unique

ch,u-acter of Central Florida.

A-DSSION: Provide safe, secure, customer-friendly

affordable services and facilities that promote

The Orhmdo Experience.®

VISION: Advance Orlando ,md I.he region as the premier

intem1odal trcmsportation gateway for global commerce.

CUSTOMER SERVICE GOAL: T o deli ht and value

each guest \,ith the finest airport experience in the world.

Exceed the expectations of the traveling public \1ith the

collaboration of our airport partners and the community.

SUSTAINABILJTY GOAL:To reduce ow· dependency

on fossil fuels; lower the demand on potable water;

preserve natural l,mds; divert landlill waste ,md support

alternative l:r,msportation.

' ,. HISTORICAL PASSENGER D

TOTAL TRAFFIC: INTERNA 77ONAL TRAFFIC:

1971 1,287 ,5-W 1976 2,205

1981 6,072, 145 1977 62,683

1991 18.~ 11 ,915 1979 12 ~,360

2001 28,253,248 1984 268,660

2002 26,952, 158 1991 2,0 10,8 ~3

2003 27,68 ~ 111 1993 2,722, 189

2004 3 1,494,285 2000 2,537,784

2005 34,101~ 663 2001 2,09 ~. 164

2006 3-i,830,9 14 2006 2,087,01-2

2007 36,478,885 2007 2,295,938

2008 35,660,H2 2008 2,686,9 13

2009 33,693,649 2009 2,977,920

2010 3-1-,8 77 ,899 2010 3,2-~,799

2011 35,426A36 2011 3,502,58 i

2012 3.5,288,887 2012 3,78 i,729

2013 3-~,768,9 15 2013 3,9-1-5,57 i

2014 35,71 °i,6 12 2014 4,32,i, l 75

2015 38,809,337 2015 5,084,2-W

2016 4 1,923,399 2016 5,592,7 10

2017 44,6 11 ,265 2017 5,9 12, 195

2018 47,696,627 2018 6,600,640 (Records)

1975 Deed received by Orlando for surplus land for airport facility use following closure of :\kCoy Air Force Base in 197 t;

Special State of Florida legi.slanw act created the Greater Orlando )niation Authority (GO.\A).

1976 Received international status; renamed Orlando International Airport (MCO).

1981 Completion of a new $300 million :\lCO Tem1inal Complex; ranked 25th in passenger traffic in U.S. \\ith 6 million passengers

an<l 13 signatol) airlines.

1985 B-52 Memorial Park is dedicated; first million passenger month in March; total 10 million for the year.

1989 Third parallel runway opened.

1990 Opened third airside; new FIS concourse increased capacity to 2000 international passengers per hour.

1992 Opened 446-room Hyatt Regency Hotel.

2000 Rated# 1 Airport in North America by JD. Power & Associates; fourth airside terminal opened.

2002 Opened 3 t5-fool Air Traffic Control Lower. (tallest in U.S. at the time)

2003 Fourth parallel runway added; Flight Safety International Simulation facility opened.

2006 MCO uses biodiesel in all GOAA diesel-powered vehicles; MCO opened first 100-space cell phone lot

2007 World's largest passenger plane, the A-380, made first southeast U.S. landing; full employee screening begins.

2012 $470 million Automated People Mover (APM) Complex proposed; Installation of Veterans Memorial.

2013 The Col.Joe Kittinger Award started to honor U.S. Veterans; $1.18 Capital Improvement Plan announced.

2014 First U.S. Airport to use Automated Passport Control kiosks for visa waiver countries; $1.lB Capital Improvement Plan approved.

2015 Construction begins on new APM South Complex & lntermodal Terminal Facility; Customer Service Department/Program started;

passenger traffic record 38.8M; Board approves initiating design of South Terminal.

2016 GOAA Board approves construction of South Terminal "C" Phase l; New USO opens on "A" terminal first level;

annual passenger traffic record 41.9 million; MCO ranks 14th in nation & 43rd in world in passenger volume.

2017 MCO ranked by JD. Power Highest in Customer Satisfaction for Mega Airports. New lntermodal Terminal Facility/ Automated

People Mover (ITF/APM) complex opens; 2400 space parking garage "C" opens; Annie the Astronaut digital ambassador

introduced; annual passenger traffic surpasses the 44 million mark; MCO hosts Puerto Rico hurricane Maria relief center.

2018 MCO becomes fir t airport in nation to employ entry & exit facial recognition biometric technology for international traveler ; l\ICO

wins second consecutive JD. Power Highe l in Cu tomer Satisfaction for 1ega Airports award; GOAA igns 50-year land use deal

with City of Orlando; l\ICO urpasse · 150 total non-stop destinations; Board approYe construction of 19-gate South Tem1inal project.

Swoop Thomas Cook United Virgin Atlantic Volaris Westfet

Aer Lingus Aerol\lexico Air Canada Air Transat Alaska American Avianca Azul Bahamasair British Airways Caribbean Copa Delta Edelweiss Emirates

Flair Frontier GOL Icelandair Interjet JetBlue LATAl\l Lufthansa Norwegian Silver Southwest Spirit Sun Country Sunning

\!( ()I'',,;,!,'" Ill ,i,,!, ,i

1,,,: -··'"i -, ,· ,,, 1 r ·" ., . , , , :, ., 1: ,,·,

Bahamas Brazil

Canada Colombia Costa Rica

Cuba Denmark

Dominican Republic El Salvador

England France

Germany Guatemala

MCO Revenue Haiti

MCO receives Honduras Iceland NO local tax dollars Ireland and operates on airline ;md

Jamaica airport user fee s. l\le.x-ico Netl1erlands Northern Ireland

Airlines

Commercial Enterprises Norway Panama Peru Scotland Sweden Switzerland Trinidad & Tobago U.A.E.