Rhythm Shine FAA Part 16 Complaint

Ylffiffl ' W LAW.
AGC-600
Minatitv Buihuii EMMMiic L M M I D i f i m t 4 H .H Tk 2008

Parren J. Mitchell
Founder and Chairman www.mbgld^.org
Anthony W. Robinson
President
July 30, 2008
Federal Aviation Administration ,^, ^,

Office of the Chief Counsel i; g
Attention: FAA Part 16 Airport Proceedings Docket ;= o
AGC-610, Federal Aviation Administration ;~ ?^',^
800 Independence Ave., SW
Washington, DC, 20591 >^ c^.p
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Re: Complaint of J8BB Enterprises, Inc. d/b/a. Rhjrthm Shine v. Metropolitan

Nashville Airport Authority
Dear Sir or Madam:
The Minority Business Enterprise Legal Defense and Education Fund

(hereinafter "MBLDEF") represents J8BB Enterprises, Inc. d/b/a. Rhythm Shine
(hereinafter "J&B"), James Druett, President and Betty Druett, Secretary, 675
Lindsey Hollow Road, Gallatin, TN 37066, 615.206.9632, 615.206.9632 (Fax),
druettb@netzero.net. m colIier@comcast.net and hereby fQes this Complaint
against the Metropolitan Nashville Airport Authority (MNAA), pursuant to 14
CFR Part 26 [§§ 26.105 (a) 86 26.103 (b)], as controlled by the procedures set
forth in, 14 CFR Part 16 (§§ 16.21 - 16.307), for violations of 49 CFR Part 26
(§§ 26.101 & 26.107-26.109), and enforceable pursuant to Title 49 of the
United States Code, including 49 U.S.C. §§ 47106(d), 47111(d), and 47122, and
regulations implementing them. Also FAR Part 19, §§ 19.302 and 19.305, and
all other applicable FAR Parts and subparts in reference to a Request for
Proposal (RFP) for the management of concessions at the Metropolitan
Nashville Airport, issued by the Federal Aviation Administration (FAA).
LEGAL AND FACTUAL GROUNDS OP THE COMPLAINT
The MNAA issued two (2) RFPs, one (1) for a concessionaire and one (1) for
concession management services at the Metropolitan Nashville Airport. Upon
the basis of J8BB'S exemplary performance under their Concession Agreement
P a g e 12
at the Metropolitan Nashville Airport, all bidders were requested by MNAA to

include the participation of J&B as an Airport Concession Disadvantaged
Business Enterprise (ACDBE) in all proposals submitted for review by MNAA.
Hudson Group Retail Specialists, d/b/a, Airport Management Services, LLC
("Hudson") submitted proposals in response to both RFPs and was awarded
both contracts for concession management and other services at the
Metropolitan Nashville Airport; see ixttached award announcement dated
September 20, 2006. J8BB is listed in the first News Gifts and Specialty Retail
RFP (NGS-1) as a submitter, and as an ACDBE participant capable of
performing the requirements as set forth in this RFP, having a Concession
Agreement awarded to them in August of 1992 by MNAA. However, in the
second RFP, NGS-2 J85B is listed as an ACDBE participant rather than a
submitter.
The submitters of NGS-2 are Hudson and Olympic as the joint venture partner
with Hudson. NGS-2 certified that Olympic was a certified ACDBE/DBE/MBE.
However, Olympic is neither a certified ACDBE/DBE/MBE in Tennessee, nor
does it have 51% minority ownership. The said RFP set the ACDBE
participation goal at fifteen point seven percent (15.7%). However, in RFP-NGS-
2, AMS-Olympic Nashville, Joint Venture (AMS) refers to the percentage goal of a
Joint Venture Partner, Olympic Supply, as having 17% ownership rather than
the fifty-one percent (51%) minority control as required by law. Therefore, in
reality, the AMS ACDBE participation goal, as listed in the RFP-NGS-2, fell
within a range between point seven percent (0.7%) and two percent (2%). MNAA
was fully aware of the deficiencies wither respect to the amount of ACDBE
participation, but in concert with Hudson chose to ignore them. Thus, MNAA in
league with Hudson violated 49 CFR Part 26 § 26.41 and should be sanctioned
pursuant to49 CFR Part 26 § 26.47(b).
The Concession agreement at Exhibits A 8B B, see attached, specified the
"Assigned Area' locations for the shoe shine operations of J&B as follows:
concourse B between gates Bl and B2 and gate C 14. After the contract was
awarded to Hudson, in violation of the concession agreement, it sought to alter
the layout and store location, without either written notice to, or discussion
with J&B. In fact MNAA avoided the legal process and ordered the closure of
the J&B store located at Concourse B-1 in July of 2007. As a consequence, of
this breach of the Concession Agreement, J&B was placed in the CNN store
and not in the Hudson News store. These illegal acts placed J&B at a distinct
business disadvantage; it was without appropriate storage space for customers'
TlOoffi5irt!leLan?SiStemTTa5?MaS^^
Page 13
bags, coats, hats, and other belongings, and the booth space made it difficult
for customers' shoes to be shined. Moreover, elderly and or handicapped
customers had tremendous difficulty in being seated. The sum of the aforesaid
acts of discrimination violate 49 CFR Part 26 § 26.7(b) and 49 CFR Part 23 §
23.1(e).
J&B is the only certified ACDBE that meets the stipulation of eligibility for
certification operating under the contract awarded to Hudson at the
Metropolitan Nashville Airport Authority. The other alleged ACDBE participants
were not certified as ACDBEs under Tennessee law; at that time Tennessee had
not received the approval under the Uniform Certification Act to provide
certification. Consequently, Hudson failed to meet its goal of 17% for the Joint
Venture and 0.7% to 2% for subleases. J&B refused to sign the Subleases
because no compromise was negotiable between the two companies, and MNAA
chose not to intervene. Thus, MNAA violated 49 CFR Part 23 § 23.1(b) in that
MNAA did not provide J&B with a "level plajang field.'
Hudson has discriminated against JfitB based on race by resorting to tactics of
intimidation in an effort to force J&B to collaborate in an artifice that would
permit Hudson to continue the fraudulent performance of its concession
management contract with the MNAA. Specffically, J&B was ordered to pay for
a booth that served neither the needs of its customers nor its own operational
requirements. When JfisB baulked, it was threatened with removal from the
premises by MNAA and Hudson all in furtherance of an illegal conspiracy to
force J86B into a sublease agreement. MNAA violated 49 CFR Part 26 § 26.7
because MNAA administered the ACDBE program, in such a way that both
directly and through contractual and other arrangements, it used criteria or
methods of administration that have had the effect of defeating or substantially
impairing accomplishment of the objectives of the ACDBE program with respect
to J&B on the basis of race.
Currently, there is no sublease agreement between J&B and Hudson. J&B

moved forward with a commitment by MNAA, in writing, to provide J&B with
two (2) store locations and to remove J&B from the Hudson contracts and
locations; see attached e-mail's from the MNAA dated December 7, 2007, and
December 12, identifying the relocation of the stand from CNN to the one (1) of
the chosen locations approved for the Rh3rthm Shine store. Furthermore, MNAA
confirmed the move with Hudson in an e-mail dated November 29, 2007,
November 20, 2007, and November 19, 2007; see attached. Consequently,
MNAA violated 49 CFR Part 23 § 23.1(e) by erecting barriers in the path of J85B
thus, thwarting its full participation in the ACDBE program.
1100 Mercantile ioine, Suite 115A Largo, Maryland 20774 301.583.4648, 301.772.8392 (Fax)
Page I 4
GOOD FAITH EFFORT OF J&B
Pursuant to 49 Part 26, Appendix A, J&B and its representatives have

attempted to resolve the issues that engendered to this Complaint. Specifically,
on August 20, 2007, J&B sent the first letter of concern to the President/CEO
with copies sent to executive staff of Hudson and MNAA, see attached. When
the MNAA failed to respond to the August 20, 2007 missive, wrote to the MNAA
Board of Commissioners in an effort to resolve this matter, see attached. The
Board took no substantive measures to resolve the dispute. Additionally, on
November 02, 2007, J&B held a meeting at the Metropolitan Nashville Airport,
some of the attendees were present via a conference call, with representatives
of the MNAA and Hudson; see attached contemporaneous minutes. Once
again no issues of any significance were resolved. Furthermore, J&B, MNAA,
and Hudson have exchanged approximately twenty-seven (27) electronic
messages since the November 02, 2007 meeting none of those efforts have lead
to a resolution of the dispute that occasioned this Complaint.
Moreover, on April 16, 2008, the Minority Business Enterprise Legal Defense
and Education Fund (MBELDEF), on behalf of J&B, contacted the MNAA and
Hudson in writing, see attached, to request a settlement conference. The
requested conference was never scheduled; instead the MNAA responded by
terminating the contract with J&B, see attached letter dated June 06, 2008.
In light of the actions taken by J&B to resolve this matter prior to filing this
Complaint, it has met the "Good Faith' burden imposed by49 Part 26,
Appendix A.
J&B Is AN INTBRBSTBD PASTY
J&B is an ACDBE engaged in business at the Metropolitan Nashville Airport,

operated by the MNAA which contracted with Hudson for concession
management services at the said Airport. J&A has been placed at an economic
disadvantage, and suffered monetary damages by virtue of the violations of law
by MNAA as specified above. Consequently, J&B is an interested party for the
purposes of filing this Complaint.
THIS COMPLAINT IS TIMBLT
In light of the fact that the said violations of the law are ongoing and
continuing to harm J&B this Complaint has been filed timely.
1100 Mercantile Lane. Suite 116-A, l ^ r g o . Maryland 20774 301.583.4648,301.772.8392 (Fax)

Page I 5
RSQUBST FOR GENERAL AND FOR SPECIFIC RELIEF
J&B hereby requests an Agency directive prohibiting MNAA from terminating

the concession agreement with J&B until after the Agency conducts a
compliance review of all aspects of the contract performance of Hudson
regarding the management of concessions at the Metropolitan Nashville
Airport. The aforementioned termination is to take effect on August 31, 2008,
see a t t a c h e d Therefore, this Agency is asked to enjoin that process
immediately, and to expedite the proceedings pursuant to 49 U.S.C. §§ 40113
and 47121.
After the allegations contained in this Complaint have been substantiated, J&B
requests that the MNAA and Hudson be enjoined from any further action
against J&B, that all FAA funding for the MNAA be suspended until the issues
raised in this complaint are resolved, and that all violations be referred to the
Department of Justice (DOJ) for appropriate action.
Additionally, J&B requests money damages for the harm that it has suffered as
the result of the statutory and regulatory violations by MNAA and Hudson in
the illegal operation of the concession and management contracts at the
Metropolitan Nashville Airport.
Finally, J&B requests all other additional and further relief as may be
appropriate under the facts and circumstances of this matter.
Respectfully Submitted,
Anthony W. Robinson, Esquire
ENCLOSURES: THREE (3) COPIES OP THE AFOREQOING COMPLAINT
Cc: Raymond G. Prince, Esquire - Tennessee Litigation Counsel

PRINCE &. HELLINGER, P.C.
150 Second Avenue North, Suite 300
Nashville, Tennessee 37201-1902
1100 Mercantile Lane. Suite 11S-A, Largo, Maryland 20774 301.583.4648, 301.772.8392 (Fax)
Award Announcement Dated Septemb
er 20,2006
EUDSON
ROUP
Remit SptcltttiM
Contact: Laura Samuels Lynne Lowrance

Hudson Group Metropolitan Nashville Airport Authority
201-528-2402 615-275-1611
lsamuels@hudsonaroup.com LYNNE LOWRANCE@NASHINrrL.com
Metropolitan Nashville Airport Authority Selects Hudson Group and Partners

To Revamp BNA's News/Gift and Retail Concessions
East Rutherford, NJ - September 20, 2006 - Travel retailer Hudson Group and its
partners have been selected to upgrade the news/gift and specialty retail concession
program at Nashville International Airport (BNA).
As part of a long-awaited terminal renovation, the Metropolitan Nashville Airport

Authority (MNAA) had requested proposals to enhance the airport's retail shopping
amenities. The available spaces were grouped into two separate packages. Following a
competitive bidding process, the authority awarded both packages - all the available
retail space - to Hudson and its partners - J&B Enterprises, CBR, Inc. and Olympic
Supply, Inc. The MNAA's Board of Commissioners announced its decision to award the
10-year contract to Hudson on Sept. 20.
Raul Regalado, President & CEO of the MNAA, said, "The Authority is eager to provide
a full range of exciting shops and services for airport travelers and employees. Hudson
Group has a proven track record for creating award-winning store designs, high levels
of customer service, and appealing merchandise selections. Their proposal was
successful because it was created in response to customer input regarding the
concepts and merchandise travelers want most."
Joseph DiDomizio, Executive Vice President and Chief Operating Officer, Hudson
Group said: "We are delighted to be coming to Nashville. This is a new market for us,
which we expect will generate additional revenues of some $200 million over the life of
the contract.
"Hudson Group has a unique understanding of the products and services that the
traveling public enjoys and expects, a fact that has been proven over and over again by
our consistent record of enhancing the sales of previous operators. We are confident
that we will do the same in Nashville," he added.
Hudson's winning proposal is a targeted mix of newsstands, bookstores and specialty
retail concepts that are specifically designed to meet the airport's requirements while
capturing the distinctive sounds, flavors and spirit of Nashville.
The lineup of stores includes:
• Seven Hudson News newsstands (with various themes, i.e., patriotic, music,
mountain and museum)
Two Rhythm Shine shoeshine stands (operated by J&B Enterprises)
Two Hudson Booksellers/Papyrus locations
A gourmet sweet shop (Godiva and Leon's Pralines)
A golf apparel and memorabilia store (In Celebration of Golf)
A combination toy and lifestyle store for kids and adults (Discovery Channel
Airport Store and Kids Works)
Designer sunglasses (Sunglass Hut)
Upscale Native American jewelry, and trendy apparel for women and children
(Spirit of the Red Horse, Radio Road and Fly Babies, operated by CBR, Inc.)
Nashville Star (including Nashville Kitchen, Christmas in Nashville and Discover
Nashville Music City boutiques)
CMT (Country Music Television)
Sony BMG (Music of every genre)
The stores will celebrate Nashville's most famous export - music - in every form, from
live performance and karaoke recording spaces, to on-screen videos, to DVD listening
stations, to CDs reflecting not only country music, but also every musical taste.
All of the stores have been custom designed with a decor that reflects the flavor, feel
and culture of Nashville. Customers will immediately know that they are in Nashville and
that the merchandise they want is easily available.
About Hudson Group: Hudson Group is a privately held corporation that operates
more than 500 newsstands, bookstores and premier specialty retail shops in 66 airports
and transportation terminals throughout North America. The company's flagship
concept, Hudson News, is North America's only national newsstand brand. Under the
familiar blue sign can be found the most complete selection of magazines in the aviation
industry, along with newspapers and a wide variety of travelers' necessities, snacks and
bottled soft drinks. Hudson Group specialty retail shops include such proprietary brands
as Hudson Booksellers, Kids Works, Euro Cafe, $10/$15 Boutique, and more. Other
national brands partnering with Hudson Group include Discovery Channel, CNN,
Crabtree & Evelyn, Godiva Chocolatier, Roots, House of Blues, Sunglass Hut, Quiznos
and Life Is good.
About Olympic Supply: Olympic Supply, Inc. has partnered with Hudson Group to run
the Nashville concession program as the AMS-Olympic Nashville JV in both concession
packages. The Joint Venture (JV) will operate all stores, with the exception of CBR,
Inc.'s and Rhythm Shine's. The responsibilities of Olympic include management.
administration, merchandising, recruiting and marketing. Additionally, Olympic is
responsible for financing its proportionate share of the capital investment required of the
JV to fund, develop, construct and operate the entire concession program.
Olympic has been operating multiple Olympic News news, gift, book and specialty retail
concessions in BWI as a JV partner of Hudson since 2004. It has operated a wholesale
business since 1991, distributing medical, janitorial and industrial supplies and
equipment to hospitals, the US military as well as other governmental and institutional
clients. The principals of Olympic, Terri and Sandy Roberts, bring a wealth of
experience in sales, marketing and leadership to the joint venture program. Olympic is
a Tennessee-certified DBE.
About CBR: CBR, Inc. has over 30 years of successful experience designing,
developing and operating airport retail stores. Carol Howe, President and CEO, started
the company. She opened her first store in the Minneapolis-St. Paul International Airport
in the mid-1970's. Today, CBR operates over 60 stores in large hub airports across the
United States. As a subtenant of Hudson, CBR, Inc. will be bringing three of their
successful retail concepts that have won accolades across the country - Spirit of the
Red Horse, Radio Road and Fly Babies. Spirit of the Red Horse is an award-winning
and nationally known brand that is recognized as a premier source of Native America
jewelry, gifts, apparel and souvenirs. Radio Road is a women's apparel store that
specializes in trend-sefting, fashionable and packable clothing and accessories for
women travelers. Fly Babies features colorful and comfortable clothing for the smallest
airline travelers, babies and toddlers. CBR, Inc. is a 100% DBE owned and operated
company and they partner with the communities they serve
About J&B Enterprises: J&B Enterprises will be operating Rhythm Shine, a shoeshine
stand located within Hudson News newsstands. J&B Enterprises has been an
incumbent operator for over 25 years at Nashville International Airport. James Druett,
President of J&B, has almost 50 years of business experience. As a subtenant in the
Hudson News operations. Rhythm Shine will provide a valuable component of customer
service to both airport passengers and employees.
About MNAA: The MNAA was established in 1970 and owns and operates the
Nashville International and John C. Tune General Aviation Airports.
###
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Letter From J&B To MNAA, Dated, August 20, 2007
J&B ENTERPRISES, INC.
675 Lindsey Hollow Road
Gallatin, Tennessee 37066
(615) 206-9632
August 20,2007
Mr. Raul Regalado

President & CEO
Metropolitan Nashville Airport Authority
One Terminal Drive, Suite 501
Dear \fr. Regalado:
Please know that the purpose of this letter is to establish a higher level of professional communication with
The Metropolitan Nashville Airport Authority, ( hereafter referred to as MNAA), and the Airport
Management Services, LLC/Hudson Group, (hereafter referred to as Hudson Group). The need to work
through the essentials related to an applicable business relationship and an appropriate legal agreement with
Rhythm Shine is a pressing priority.
J&B Enterprises,tiieumbrella corporation for Rhythm Shine, begantiiisrelationship with MNAA in 1992
being fiilly aware of the ccxiditions, rules, and acceptable practices required to provide a for profit service
to the airport customers. During this long-standing agreement, the lines of communication were consistent
and hancUed in a professional manner and most importantly produced a profitable business for our company
and a quality service for MNAA. The decision-making processes always started and ended with J&B
Enteq)rises and all difTerences were handled in a manner acceptable to both parties.
J&B Enterprises was invited to die table and witnessed the exciting presentation of the Hudson Group to
MNAA forecasting this company in the presentation as one of the partners widi the Hudsm Group. The
presentation defined the relationship that would ensue between the Hudson Group and J&B Enterprises.
Tben in my questions and their answers to this presented &ct, we were assured by Mr. Mario DiDomizio
that we did not need to thank him, because we were partners in Ms commitment and would benefit
financially in this transaction. We asked vAio in &ct would be managing this award at MNAA and
we were given names of those that would be managing. Olympic Supply, Inc. was not the name given
and Olympic Supply did not, in our discussions, state anything more tlm they were the Joint Venture
company with Hudson and would not be present consistently at MNAA.
Would you agree that we have a right to be suprisingly shocked with the demeaning level that J&B
&iterprises has been reduced to in the outcome of this awarded contract. No questions that we ask now
are answered, no documents that we request or received and therefore we are reduced to resolve all of the
di voted issues with an Attorney that was not a part of the original discussions or presentation.
Unfortunately, this level of professionalism has not yet been achieved with Hudson Group and we are
realizing little supportfromMNAA in the many obvious confiisions sur&cing in the legal document
presented to us imder the heacUng of a SubLease.
In our quest to move with due diligence and enthusiastic discussions with the staff of MNAA and Hudson
Group, were convinced in November of 2006 that making the decision to become a participant widi the
Hudson Group was a very viable solution for our business. Hie preliminary discnissions with Hudson
Group staff was supportive, encouraging, and committal to a more p-ofitable margin than we were then or
now experiencing. Yet the salesfigurespresented to MNAA by the Hudson Group is less than the Gross
Page 2
Receipts presented as a part of ourfinancialpackage to Hudson Group in preparation during the pre-bid
process. Since about December of 2006 diere has been a deteriorating gap in all communication between
both the Hudson Group and MNAA.
Our intent by this extensive letter is to drastically improve both relationships and effectively establish
Rhythm Shine as an independently owned and managed operation within the Nashville International
Airport of Tennessee. To this end, we choose to initiate a lease agreement that meets the terms discussed
during the pre-bid stages of the proceedings that lead to, J&B Enterprises dba Rhythm Shine, initiating a
letter of intent believing that their word was binding and we could expect to receive exactly vihat was
discussed and committed during many conversations.
It is imperative to the stability and profitability of Rhythm Shine that we are provided those d(x;uments
necessary for us to go forth under the legal agreemoit by our letter of intent to Hudson Group. For these
reasons and by request of MNAA and Hudson Group, J&B Enterprise attended and participated in the pre-
bid meetings and discussions of our location, and was assured dieftillsupport and assistancefromHudson
Group in planning the transition. During these meetings the Hudson Group publicly committed specific
things to MNAA and Rhythm Shine. Here is a list of some of those promises:
1. There would be no build out cost to J&B Enterpises (dba Rhythm Shine).
2. We would be given the right to design our equipment because they knew nothing
about this business.
3. The lines of communication would remain open and J&B Enteprises would be a
' part of the detaU discussions of Rhythm Shine.
4. The location would be B-5 and C-2.
5. Both locations were being designed and we would be allowed to work with the design team
until diefinalproduct was acceptable.
6. J&B Enterprises was considered a partner, introduced as a partner, and identified in news
releases as a partner operating Rhythm Shine.
7. J&B Enterprises is listed in the Federal Aviation news wire articles as being a partner in the
bid with CBR, Inc. and Olympic Supply. Inc. of Hudson Group.
8. We were not a part of any of the design discussions until the product for Concourse B was
completed and found to be unaccqjtable for in appearance, uncomfortable for customers and
uncomfortable for workers to perform their duties.
Shortly after the award of said contract to Hudson Group, J&B Enterprises was unable to get a copy of the
Sublease, the Concession Agreement, and die Bid Contract. No answers givoi to request for discussions of
the design of chairs and die location and dimensions of space for Rhythm Shine.
On the 16^ day of August in die year of 2007, we are not even close to realizing die committed promises of
the Hudson Group or the MNAA in our six or more months of participation. It is clear to J&B Enterprises
and Rhythm Shine diat both MNAA and Hudson Group expects total professionalism and wise business
acumenfromthis DBE company. Your assistance in making this possible would require that we receive all
of the informaticm necessary to make a business decision and begin the pr(x:ess of correcting those things
that are not workable for this company.
Page 3
To this end we respectfully ask for the following:
1. A copy of the Award to the Hudson Group. Our correspondence and discussions have been
with Hudson Group and not Airp(»t Management Services, LLC.
2. A copy of the Award to Olympic Supply, Inc. for management of the Concessionaires.
3. A copy of the Rhythm Shine drawings rendered to the MNAA for review andfinalapproval.
4. A documentfromMNAA detailing the legal ri^ts and authority under die Federal Law that
addresses DBE companies, especially one that was included in the contractual agreement by
request.
5. Any and all cwrespondoice of MNAA policies, laws (State and Local), relating to DBE
requironents established in the confract and given to the Hudson Group.
6. Clarity of the responsibility of MNAA to this DBE.
7. Clarity of the 1* Tier and 2'*' Tier DBE listed in the contract and vAat die legal provisions
for this classification is under the law.
The SubLeasefinallyreceived by Rhythm Shine is seriously &ulty and is not a document that is correctly
or legally applicable to this DBE.
This letter is being sent for the purpose of developing a strong working relationship with those entities
given the authority to manage, and enforce the rules and regulations established in the agreement with
MNAA. At diis point, we have no formal document e}q>laining the chain of command, contact persons,
staff positions or more seriously the organizational structure of Airport Management Services, LLC.
Tiefirstwe heard of this company was in the documents that werefinallyreleased to us undo- the
Concession Agreement.
Please note, that our document for a SubLease is with Olympic Supply, Inc., yet no organizational chart for
any of the many companies that are now being revealed has been fcnlhcoming. We duly feel that we have a
right to know ^ o we are doing business with and any change in the original organizational structure
should have been respectfiilly forwarded to us.
As you are probably aware, in the last month we have received over twenty callsfromrepresentatives of
one of the above companies. This is not onlyfiiistrating,but unprofessional.
It is widi mucii anxiety that I await a professional and orderly process to resolve the unaddressed issues of
concern that have resulted in Rhythm Shine's sales receipt drop since the move occurred and the need to
finalize an appropriate SubLease specific to this business that defines the details necessary fw us to
effectively enter into an agreement with die company, that is in fact, the recipient of thefinalBid Proposal
for MNAA.
Tliis letter is intended to provide a discussion among those that are responsible for the successful
implementation and management of the capital improvement plan of the Nashville International Airport
and a review of the inappropriate actions and unacceptable follow through received by J&B Enterprises,
Inc. at this time. We choose not to hold idle discussions with those that are unable to provide a solution to
our many yet unresolved issues and wish to correct the wrongs that are so egregious that J&B Enterprises,
Inc. is suffering a serious loss of revenue and customers.
Page 4
To this end, we would ask diat a written response including requested documents be forward to J&B
Enterprises, Inc. within 10 days to begin to openly and appropriately discuss our concerns with only those
that have the authority to take ccffrective actioi.
Your courteous attention to this matter in a timely manner is most appreciated. You can reach me by cell
phone at (615) 948-0915 or Mrs. Druett at (615) 948-0911.
Respectfiilly Submitted,
Mr. James Druett, President
Mrs. Betty Druett, Secretary/Treasurer
CC: Mr. Mario DiDomizio, Pres^CEO - Hudson Group Retail Division

Mr. Joe DiDomizio, Exec VP & COO - Hudson Group Retail Division
Mr. Michel Mullaney, Sr. VP, Corp. Strategy and Business Dev. - Hudson Group Retail Division
Mr. James Wilson, VP Business Alliance - Hudson Group Retail EHvision
\fr. Derryl Benton, Sr. VP Development & Airport A£birs - Hudson Group Retail Division
Nfr. Joe Schku&a, VP of Store Development - Hudson Group Retail Division
Ms. Amber Gocxling, Director of Business Diversity Dev. & Contract Compliance - MNAA
Attorney Richard A. Johnson - Waller Lansden Dortch & DavisJlXf
CC: Blind Copies (None Sent as of August 20,2007)
Letter From J&B To MNAA Board of Commissioners, Dated,
August 20, 2007
Jul 26 08 08:07a 6152069632 P-2

675 IJndaey HbOowSoad
GaOalin, Tennessee 37066
(615)206-9632
Septeinber21,2007
Board of Coaunissioi
MetropoStai Nashville Airport Atrtterity
Mr. James H. Cheek, m , Chairman
Ms. Rosalyn Carpenter
Dear Mr. James H. Cheel^ HI, Chairman and
Ms. Rosalyn Carpenter:
We would ask fbr your courtesy in making sure that each member of the Board of
CbomissiQnaswgalcl set a copy of this package. We qidogize fbr making this request
in this manner, hut we have no addresses &r this Board. WealsohaveDoc<Mifidence
that you would receive tfa's pacdcage should we leave it in the MNAA office^
This pack^B is pnpartd tot Ifae sole purpose of getting to the truth satrouiding the precipitous
discord around J&B jEnterprises, Inc. atteraqitto gadier the required infonnatioa rdative to
die arwuded Master Concession Agreement from the RFP, a copy of the ACDBE policy of tfie
MNAA. In our attempt to jqipiopriatslylbliow^lironsli on CNv commitment to pennitcNir
company to be a participant in d e RFP. we fed it decent and in-order to expect to see just
what ifaestatiK of our invohremeot entailed artd how we wouk) benefit so greatly fioancially.
However, tte processes used to prevent usfiromhaving the public information padcage
requested, has catsed lus to k>ok deeply at the reasons one would choose to prevent J&B
Enterprises. Inc. dba Rhythm Shine;firomhaving such infbnnadon. Inourquestto
oonaply wiA verbal rebuest of mdcbig sore we sign a SiMcase qoiekiy, we find fictnal
doGumeaCalioa that reokeets our ifiscussion and leads us to sedc a difTerent resolve with
both the MNAA and ^ e Hudson Gnmp.
Jul 26 08 08:07a 6152069632 p.3
Page 2
Our poation at this moment is ibat we are sure that ttierB are serious 1 ^ ^ ramificatioiis
of the actions and follow-up taken by both the MNAA and the Hudson Groiq> that
d a m i ^ the intent of fiur and eqintable treatment, and an equal playing fidd in opportonities
avaifaibleiD ACINSE's. ThorefoiCy we would tA. tint this be carefiiUy reviewed by tfie
gpveming body and a sdected team of profiBssionals ready to resolve Ifae magnitude
ofissnessummading thisfifteen(15) year veteran company. We are confident that
we have itpresented the Airport in a mostprofessiona] manner and we hold a written
commendation of the quality and proftssionalisn of our busmess and it's rqareseotation
of quality to the customers of the MNAA to prove it
Your tine and oourte^ is most appreciated. We look imward to hearingfiiomyon.
Req^cctfiiUy,
/WÂadr
lames Dnjett. President
Betty Droetl, Secretary and Treaswer
Jul 26 08 08:08a
6152069632 p.4
THE HISTORY OF ODR EXPERIENCE WITH METROPOLITAN

NASHVILLE AIRPORT AUTHORITY (MNAA)
J&B Enterprises, Inc. opened the first two (2) shoeshiue stores with the MNAA in
1992. These shoeshine stores only provided shines to the customers.
September 1992 — Location B-1 and C-14 — Shoe Shine Store
We designed one shoeshine stand with three (3) chairs and furnished the enclosed space
with ftuniture pieces that we selected. We established our prices for shines and sold no
other products during this time. No complaints were ever issued about service or
furnishings, in fact we were constantly commended for the quality of furnishing, the
cleanliness and the courtesy of staff. We had allocated space for luggage, coats and
articles of our customers during the time that we were in stores.
In 1996, with American Airlines pulling out of MNAA, the traffic on Concourse C-14
dropped drastically affecting our gross receipts severely. We made a business decision
to close this store on April 12,1996 until the passenger traffic levels increased. This was
accepted tmd confirmed by MNAA in a reônse letter of M&y ^^r ^^96.
We re-opened Concourse C-14 in 2000 and maintained three locations until October
2003. At this time we closed C-14 permanently, because of the loss of revenue,
and maintained fi-1 and the location across from C-2 which is still in operatioa
The Concession Agreement awarded to Hudson Group in 2006, with J&B Enterprises
dba Rhythm Shine listed in the RFP as the Airport Concessionaire Disadvantaged
Business (ACDBE), forced us to be moved firom the store location at B-! and placed
us in the (^^NN store beyond B-7. No option was afforded us for choice of location
as has beftn jthe case for the fourteen (14) years with of our being a Concessionaire
with the Airport.
Jul 26 08 08:08a
6152069632 p.5
Page 2
We were told that if we did not consider joining one of the three (3) groups that
were submitting RFP's to the MNAA for the Master Concessionaire AgreemenI,
we would be left out and it would end our relationship with the Airport We understood
thatfliebidders were required to use an Airport Cotified ACDBE. Under the
US Department of Transportation Federal Aviation Admtnistratk>n ACDBE Program -
49CFR Part 23, the MNAA in accordance with the regulations agjrees to establish
a program to meet the stipukition of the law. The Airport Autharhy has received Federal
financial assistancefi-onithe Department of Transportation, and as a condition of
receiving this assistance, the Airport Authority has signed an assurance that it will
comply with 49 CFR Part 23. It is the policy of the Airport Authority to ensure that
ACDBEs. as defined in Part 23, have an equal opportunity to participate in Airport
Concession contracts.
Under the Monitoring and Compliance - Contract Provisions (23.11) provisions

of the MNAA Clgectives and Policy Statements, number two (2) states that all
contracts between the Airport Authority and a Concessionaire or Contractor shall
contain an appropriate provision to the effect tiut failure by the Concessionaire to
comply with ^ e Airport Authority's ACDBE Program shall constitute a breach of
contract, exposing the Concessionaire or Contractor to a potential termination of the
contract or other appropriate remedy, until such time as the concessionaire complies
with all the ACDBE requirements of this program.
Under the Ri^Mftiag Reqairement (23.27) provisions, number four (4) the Airport
Authority will bring to the attention of the US Department of Transportation any
false, fraudulent, or dishonest conduct in connection with the program, so that DOT/FAA
can take the appropriate steps to correct the fiilse, fiaudulent, or dishonest conduct, (e.g.
referral to the Department of Justice for criminal prosecution, referral to the DOT/FAA
Inspector General, action under suspension and debarment or Program Fraud and Civil
Penalties rules.)
The Airport Authority also will consider similar action under its own lâl authorities,
including responsibility determination in fiiture contracts. In addition, the Airport
Authority will apply legal and contract remedies under stale and local law. This
includes, for example, applying liquidated damages, withholding payments, etc.
Under the Reporting Requirement (23.27) provision number five (5) the Airport
Authority may unpose such contract remedies as are available under the contract
and under federal, state'aiid local law and regulations for non-compliance.
Jul 26 08 08:09a ^..r,,^^
6152069632 p.6
Fê3
THE HISTORV OF MNAA'S PROPOSAL - RFP

AND J&B ENTERPRISES, INC.
J&B Enterprises, Inc. learned of the Airporfs intent to solicit bids for the Master
Concession Agreement which would end individuals ability to maintain a stand alone
contract with the Airport. The first Prime Contractor to approach us requesting that
we become a participant whh them was the Paradies Shops.
Bdow is the wording of the letter wc received from Paradies fiir our signature.
Dated November 8,2005.
This letter will serve to documert the agreement between The Paradies
Shops and James Druitt, (not J&B Eitfeiprises, Inc. dba Rhythm Shine)
and note that Druitt is misspelled. The Paradies Shops anticipates
developing a shoe shine concept in the Nashville International Airport
and wouM vety much Hke to have James Druitt as its shoe vendor.
Mr. Druitt will grant The Paradies Shops the exclusive right to use
(mark?) and operate shoe shine location at the Nashville International
AirpMt
The Paradies Shop will be responsible for all store design, construction,
staffing and complete operation of the shop during the term. James
Druitt shall have final approval of any use (tfhis marks.
In the event that the Lease Agreement between The Paradies Shops and
the Nashville International Alport terminates for any reason, this
agreement will terminate automatically without the further action of
dther party. In addition, James Druitt shall have the right to termmate
this Agreement without cause and for any reason upon 90 dajis prior
written notice to Paradies. In the event James Druitt exercises its right
to terminate. James Druitt shall be prohibited from granting a similar
license to any other party for a period of two (2) years after the date
to termination.
]f the above terms and cooditioas are acceptable, please sigo both copies
and return to my attention, and I will return one for your files.
Jul 26 08 08:09a
6152069632 P-7
Page 4
As you will note, in this agreement; James Druett would no longer be an owner
just an employee. However, it is most interestmg that he is very selective in
his wording. That Mr. Druett would gram the Paradies Shops the exclusive
rights to us (mark?) and operate shoe shine location, imphes that J&B Enterprises,
Inc. hdd some special privilege.
After this letter, that J&B Enterprises refused to sign, conversatbas with
Delaware and the Hudson Group begin to be staged. We were then invited to
the table witfa both groups to discuss their desire to have us as a participant in
their package as the DBE business. You see we were convinced by all that
we talked to, that we either emered into a contract with the winner or we would
be out of the Airport.
Then comes the preliminary meeting and presentations. We were included with
both Delaware and Hudson Group in thdr presentations, but not included with
the Paradies Shops. We continued to ask questions about our status, the benefit
to our company and what the changes would be for Rhythm Shme. We were
assured by both that this would be beneficial to our company, a great increase
in revenue and less headaches.
We had our attorney to draft a Letter of Intent for both Delaware and the Hudson
Group. And later forwarded to both Delaware and the Hudson Group our business
package with the DBE Certification and financials.
We had several meetings with the MNAA DBE Liaison and the bklders to discuss
the requirements of MNAA under the DOT/FAA regulatk>ns. We were told by
the bidders, would be kept up to date on process and prâration of bid package.
No signatures were requested for our agreement with the conditions written
in the package nor was there any copies forwarded to J&B Enterprises, Inc. to
explain the details of our participation.
Since the day of the award, there has been a silence in all explanations of process,
prqjaiation and follow-through. It is impossible to get a straight answer or the
same answer from all the many people that are dhrected to talk to us.
Our fifteen (IS) years of loyal, professional, and qualitative service to the MNAA should
result in a successful benefits for both ^titles. We expect to be financially strong and
extremely proficient in our endeavors as a business rq)Tesenting principles and standards
that speak for our character. Instead we find oursdves at the opposite end of the
promised financial strength and our business and personal character and reputation is
being challenged.
675 Lindsey Hollow Road
Gallatin, Tennessee 37066
(615)206-9632
September 21,2007
Board of Commissioners
Mr. James H. Cheek, III, Chairman

Mr. Irby C. Simpkins, Jr., Secretary
Mr. Jack O. Bovender, Jr.
Ms. Rosatyn Carpenter
Mr. Frank M. Garrison
Mr. Bert Matthews
Ms. Deborah A. McDermott
Ms. Jul! H. Mosley
Mr. Dexter Samuels
In an attempt to resolve a monument of issues with the MNAA and the Hudson Group
according to the policy statements found in the Request for Proposals (RFP) package
released by the MNAA dated February 6, 2006, we have made numôus requests only
to find ourselves hitting a mirage of stumbling blocks that should not exist
It is for this reason alone, that we have taken the liberty to address our concerns to the
Commission whose signature we find on the executed award. We are assuming, according
to the RFP that the two (2) separate Concession Awards were both given to the Hudson
Group.
May I start by letting you know that many verbal request were made by J&B Entoprises
dba Rhythm Shine, to get a copy of the sublease to no avail until we sent an e-mail to
Joe DiDomizio in June 2007. This was the beginning of a learning experience for
J&B Enterprises.
Our attorney attempted to negotiate with the attorney representing the Hudson Group
by phone and written communication. This attempt produced nothing more than a
stand off on issues that could not be addressed or changed according to the Hudson
Group attorney.
Page 2
However, in the review of the Sublease, we realized that J&B Enterprises having had no
conversations, discussions, or explanations after the award in any areas pertaining to our
role as ACDBE's with the Hudson Group, essentially had no idea what our business and
financial status was per the awarded concession agreement.
This attempt for pertinent information has been long, demeaning, and most discriminatory
to this ACDBE business that has been housed in this airport since 1992.
So, wea2ain. will attempt to have professionals with the responsibility of enforcing all
State and Federal Laws, all MNAA policies and all DBE regulations, to take a look at the
action taken by those required to follow the governing rules and regulations established
by the body. For this reason we are establishing the chronological ordo^ that we have used
in our attempt to reach a workable conclusion to the many issues that bring imder serious
scrutiny, whetho* there is a collective intent to violate and discriminate in the actions used
to deal with this ACDBE.
The process we haive attempted to ose in getting infonnation needed tofinalizethe Sublease,
have opened the door to other questions that define the role of Rhythm Shine before and
after this award and whether thefollow-upactions concur with the written requirements of
the
MNAA, DOT/FAA, and the released RFP.
The Chronological Process as of this date is as follows:
1. J&B Enterprises'attomey prqiared a Letter of Intent, which was signed and faxed to
to Hudson News on April 7,2006.
2. A thank you letto- was forwarded to J&B Enterprises' attorneyfiromthe Hudson

Group dated April 24,2006 informing us that the DBE participation form was all
they needed for Phase One. Howevo-, fw Phase Two of the RFP, due May 26,
2006, MNAA has requested that J&B Enterprises, Inc. provide the information
highlighted in yellow. This information was pulledfi'omthe MNAA's Established
DBE Participation package including a form B-7, and B-8.
This is the infonnation highlighted in yellowfi-omthe package sent by the Hudson

Group. This document was attached to the DBE participation package.
(a) Each partus is to confirm whdhor you are a joint venture and send
a description of the joint venture's prior business. (B-7, & B-8)
(b) Provide information under Additional Proposal Requirements:
Section 1 - A-L (Page Identity - B-9 to B-11)
Page 3
(c) Provide information - Product Offerings; Merchandise Plan; Theme

Development and Marketing Plan
Section 2— A: Bullets 2 and 3 (Page identity - B-11)
3. A package of information, (includingfinancials)was forwarded to the Hudson

Group for Phase Two of the MNAA RFP, May 2,2006.
4. No design sketches, clarity of our role, nor business orfinancialinformation was

provided to us during this preliminary process. Nor was a signature requested
of us during any of this process.
5. A callfi-omthe Hudson Group in September of 2006 informing us that they had won
the contract Oiu* follow-up questions;
(1) What is the next step for Rhythm Shine?
(2) What is Rhythm Shine's relationship with the Hudson Group?
(This last question was important because we were advertised
in the paper, in the FAA Newslett^ and on the screen at MNAA
as a Partner)
6. The follow-up calls firom J&B Enterprises to the Hudson Group contact continued
to ask the question of when we could expect to get the Sublease. We were told that
the Hudson Group attorn^ had the Sublease and it would be sent to us when he
had completed the document
7. Finalty, we made a request by e-mail to Joe DiDomizio in Jime of 2007 and received
the Sublease in June of 2007, which was identical to the generic copy given to us in
our prdiminaty package of the RFP.
8. The Sublease was sent to the attorney rqiresenting J&B Enterprises and he begin the
process to negotiate terms applicable to J&B Enterprises. Our attorney had convo-sations
with the Hudson Group attorney prior to sending an e-mail dated Tuesday, July 17, 2006
with a list of business points ai^ a request for a copy of the concession agreement since
the agreement terms arefaicorporatedinto the Sublease.
Page 4
On July 30, 2007 an e-mail was forwarded to our attorneyfi-omthe attorney representing
the Hudson Group with a redlined, revised sublease attached. No Concession Agreement
was ever forwarded to our attorney.
The redBned changes in the sublease are asfollows;(See Attachment - ITEM I)
(a) Definition for Capital Improvements reads in sentence one; (Page 2)

Means the improvements, structure and fixtures installed by Concessionaire
and/or Sublessee, as applicable, in the Premises (crossed out in accordance
with the provisions of Section 12.02 hereof)
(b) Definition for "EHgihle Cnsts"reads in all sentences; (Page 3)

Means with respect to any expenditure made by Sublessee for (crossed out
Capital Improvements or) leaves Refiu-bishments in place.
(c) The insertion of a definition for "Facility Rent" reads; (Page 4)

Means the rent payable by Sublessee to Concessionaire per month as specified
at Section 10.04 below.
(d) The deletion ofExhibftD.E.andF: (Page 11)
(e) Under Sublease Agreement and Incorporation of Concession Agreement - No. 5

(Page 12) deletion of Section S.03 after this sentence;
Any relocation, expansion or reduction required of the Sublessee under this
Section 5 will not affect Sublessee's Rent obligation pursuant to the terms
of this Sublease Agreement (The remainder of paragraph eliminated)
(f) Undo- subsection 7 Use; (Page 14)

7.04 Support Space - Added after the last sentence. Sublessee currently occupies
[describe space now occupied]. Such space is not deemed Support Space and
no rent is payable for such space.
Page 5
(g) Section 10.04 Insert - Facility Rent - (Page 17)

Concessionaire has installed certain Capital Improvements (please note this was
crossed out the definitions reference in Eligible Cost -number 2 above) at the
Premises. Sublessee shall pay to Concessionaire, for the use of such Capital
Improvement a Facility Rent in an amount equal to the sum of $188.58 per
month. This violates the definition of Eligible Cost per RFP. Eligible cost
must be construction cost signed by concession operator and concessionaire and
approved byMNAA with a promissory note attached.
(h) Section 10.05 - Additfonal Rent - (Page 17)

Sublesse shall pay as Additional Rent commencing as of the commencement
of the Interim Phase to Concessionaire or, if billed to Sublessee, to the appropriate
(crossed out every thing in between except the last four words) aU of the following:
A. Rewritten - Cleaning and Janitorial Service - (Page 18)
Sublessee shall pay the cost of cleaning and janitorial service to the
Premises at hourty rates attributable to services rendered in respect to
Premises, as are charged by contractors performing such services fi-om
time to time.
(i) Section 10.05 Paragraph E. Utilities - (Page 18)

Complete section eliminated
0) No. 12 - Improvements - (Page 21)

12.02 Complete section eliminated
10. After many futile conversations, we felt it important to put oiu-request in writing. As
you will note in ( See Attachment -Item 2) we explained the concerns and made a
request (shown on page 3) for documents relating to the RFP award. On August
29,2007, we received a callfi-omthe MNAA office informing us that the documents
we requested were ready for pick-up.
We retrieved a binder from the office and found a copy of the generic Proposal and
the generic Master Lease and Concession Agreement Then in a sqiarate envelope
was a copy of 49 CFR Part 23, participation by Disadvantaged Business Enterprises
in Au-port Concessions; Final Rule and Proposed Rule. Included in the second
envelope was The Objectives and Policy Statement of the MNAA established for
Airport Concession Disadvantaged Business Enterprise (ACDBE) in accordance
with regulations of the U.S. Department of TranspOTtation (USDOT), 49 CFR Part 23.
Page 6
This document states that the Airport has received Federalfinancialassistance fi-om
the Department of Transportation, and as a condition of receiving this assistance, the
Airport Authority has signed an assurance that it will comply with 49 CFR Part 23.
InfileMNAA document of policy statement imder H. Monitoring and Compliance
Contract Provision (23.11) Number 2, it states that all contracts between the Airport
Authority and a Concessionaire or Contractor shall contain an appropriate provision
to the effect that failure by the Concessionaire to comply with the Airport Authority's
ACDBE Program shall constitute a breach of contract exposing the Concessionaire
or Contractor to a potential termination of the contract or other appropriate remedy,
until suchtimeas the concessionaire complies with all the ACDBE requirements of
this program.
11. After a thorough review of the documents provided, we then pulled the copy of the
RFP in our possessionfromthe pre-bid meetings and found copies of material
provided to us by the other Proposers of the RFP. In review of this infonnation
we requested a copy of the Open Record Act of Tennessee and the Freedom of
Information Act of the United State Government As confirmed in the MNAA
RFP, all Airport Awards are public information and can be requestedfi-omthe
Airport Authority. The Open Record Act and the Freedom of Information Act
confirms that none of the information submitted, including our financial
statements are considered confidential.
We were told that our mformation would be and could be distributed and/or
Released to anyone that requested it as a part of the bid process. However, according
to the staff of die MNAA and the staff of the Hudson Group, their information is
not relevant to us and is confidential information. This is clearly a violation of State
and Federal Law and discriminatoty to the ACDBE included in the RFP that became
the Master Agreement and the Concession Agreement.
12. On September 1,2007, (See Attachment - ITEM 3) we made a second attempt to

get the information necessary for J&B Enterprises dba Rhythm Shines to make some
good business decisions in planning and determining our contractual relationship, our
cost of doing business and our rights to negotiating a Sublease per the documented
MastCT Agreement and the Concession Agreement So, to this end, we drafted another
letter and detailed our request per the RFP and therightsthat were granted to the
ACDBE according to the MNAA, the State the Federal government and the Hudson
Group by a signed agreement with the MNAA.
Page 7
At this point, we were being told that Hudson Group negotiated with no one, and we
should get the Sublease signed. The calls were rude, insulting, harsh, and very
threating. We have been asked to participate in a conference call with the same
people that mformed us that there is no solution to the many issues yet unaddressed
and we graciously declined. We have been talked to aiKi treated like we have
violated some agreement.
Interestingly, we have been in the Airport since 1992 and all of these things have happened
for years. Someone decides that you are moving and informs you where you will be, or
there has been a decision made on our behalf without our involvement and you now will
do things this way. No Iett»-, documents, or discussion has been the order of business
in most of the changes that we have endured for several years.
Based on the documents we have gathered, and the information that we have been privy
too, with the help of the MNAA and/or the Hudson Group we have not been afforded tiie
the samerightsof other concession operators in the Airport.
Some of those violations ofrightsare:
1. According to the Design Standard of MNAA, all concession operators
will work with the design team, approve in writing the design and sign a
contract and a promissory note with the Concessionaire to be approved by
the Airport Authority in order for it to constitute a charge.
COMMENT:
We are vety much aware that other operators established and
designed their interior and signed documents to that effect J&B
Enterprises was not patnitted this privilege.
2. Our location change was not with any discussion, however in all the docimients
we have in our possession the location of B-5 is documented. (We are beyond
B-7).
3. We were told that we would not have any designated seating for our and
your customers which has drastically affected our gross receipts. We have
no place for customers to place their luggage, briefcases, nor will there
be a place for coats, scarves, etc. for the coming winter.
COMMENT;
This is unheard of in a place whê maintaining good customer
relationship is the motto we hear everyday, and inappropriate for
a business that has had its own store in this same building.
Pages
4. We have been told by the staff of MNAA what we could charge for a shine
based on a comparisons study of oth^ Airport shoe shme services, yet we
requested information on the comparison studies of the other opo'ators within
the Airport and it is not relevant to Rhythm Shine.
5. We have been told over and ovCT, bythestaffofMNAAandthestaffofthe

Hudson Group that no one understands what we are requesting. The reference
is to make us appear confiised and misdirected, yet many of the same questions
were requested by our attorney with no answers given.
According to the Proposal - RFP of the Meta-opolitan Nashville Airport Authority we

can expect the following;
We assume this is Section I
(a) Heading: Rent. Capital Investment Requirements and Other Charges
The percentages of Gross Receipts payable und^ the applicable Agreement for
a concession vaty by news, gifts and specialty retail Concqit and are listed in
Section VT.D- of this HFP. A Pr(qx)ser must propose the initial MAG for the first
full Year of an Agreement in its Proposal for a particular Concession Package;
provided, however, that a Proposo* may not propose a MAG for a Concession
Package that is greater than the total Poiodic Rent in the first full year under the
Agreement for such Concession Package as shown in Appendix F hereto.
VLD - Pferiodic Rent - Support Space—Under the applicable Agreement

for a Concession equal to the greater of (i) the MAG specified unda* such
Agreement at the time such periodic payments are due or (ii) an aggregate
amount equal to pa-centages of Gross Receipts of such Concessionaire
derived fi'om diffo-ent Concession Operators as specified in the applicable
Agreement (This formula is not applicable to Rhythm Shine according
verbal comments - Verification not provided)
APPENDIX F - Gross Receipts & Pariodic Rent Worksheets for Bofli
Concession Packages
COMMENT:
The Gross Receipts & Periodk Rent Package No. NGS-1
No Appendix F has been shown to us to qualify square footage
and percentage of Gross Rent by Type of Concession Operator when
located inside a Concession Operator's space.
Page 9
(b) Section m - Defined Terms

Additional Rent - means all taxes, costs and expenses that a Concessionaire
assumes or is obligated to pay under any provision of the applicable Agreement
for its Concession in addition to Periodic Rent
Concessionaire - means a Proposer to which a Concession for a Concession Package
is awarded pimtuant to this RFP.
COMMENTS & QUESTION:
According to this definition no additional rent is charged to Concession
Operator however no term fits our situation. Therefore, how should Rhythm
Shine detamine applicable fees?
DBE - has the meaning assigned hereto in the form of Agreement attached as
Attachment D to this RFP.
COMMENT:
Attachment D is omitted in the general RFP received August 29, 2007
from the MNAA office.
El^ble Costs - means the following: (i) Construction Costs; (u) architectural and
engineering fees, construction management fees and the cost to obtain applicable
permits (which amounts unda- this item (ii) shall not exceedfifteenpa-cent (15%)
of the contracted Construction Costs, imless otherwise approved by Authority
in writing); and - Eligible Costs shall not include:
(1) cost for Base Building Work incurred by Authority; (b) cost in excess of
one himdred twenty-five percent (125%) of the estimated cost of Initial
Capital Improvements or Midterm Renovations provided by a Concession-
aire to an approved in writing by Authority at the time prellmlnaty approval
is sought unless otherwise specifically approved by Authority in writing:
(2) any overhead,financingcosts (e.g., loan origination fees or interest,

points, legal fees or any non-construction related costs) in connection
with such Initial Capital Improvements or Midtam Renovations; or
(3) amounts paid to any Affiliate of a Concessionaire or a Concession

Operator, unless otherwise specifically approved by Authority in writing.
In addition, a cost or expendhiu-e shall not qualify as an "Eligible Cost"
imless a Concessionaire submits to Authority documentaty evidence of
the payment tha-eof, as described in the applicable Agreement
Page 10
"Initial Capital Improvements"(Page 13- RFP) means the Capital

Improvements to a Concession Location to be completed in accordance
with the applicable Agreement that are required to construct, improve
and equip such Concession Location for the initial Concession (>perations
to be conducted thaein as described in the Proposal selected by Authority
for the Concession Package which includes such Concession Location.
COMMENT:
No signed or imsigned agreement exist between J&B Entaprises. Inc.
dba Rhythm Shine. MNAA or Hudson Group for the design of the
stand before, during or afta the design plan.
However, it is added to the Sublease as Eligible Cost
Interim Concession Program and Interim Phase - (Page 13 -RFP)

COMMENT:
No explanation given to help J&B Enterprises dba Rhj^hm Shine
understand which Phase was in place and how it affects our cost
and future locations.
(c) Section V - Airport and Concession Overview - (Page 21-RFP)

C. Concession Overview: (Page 23) - Bullet 5 - Customas are primarily
airline passengers with cany-on luggage that must be accomodated during
the customer's patronage of shop and restaurants. Store designs must
clearly accommodate these conditions In order to attract these customers.
COMMENT:
The request of J&B Enterprises dba Rhythm Shine to have customer
seating and an area for customers to rest luggage and hang coats
was denied in writing by the MNAA.
(d) Section VI - Business Terms and General Terms and Conditions

(Starts on Page 24) My reference is page 29
Q. Concession Construction Requirements: Each Concessionaire shall construct
equip and complete the Initial Capital Improvements for the Concession
Locations included within its Concession Package in accordance with the
Tenant Design Standards and Plans approved by the Authority.
Under the Authorities Tenant Design Standards -1.1 (Page 6)

It states that each tenant's design must be approved and permitted by
the MNAA before any construction is allowed to begin.
This tenant did not design the stands and was not required to approve
said chairs. We wae told when the chairs would be in and what we
would pay. According to definitions, conditions and specification
this is not accqitable to the Authority.
Page 11
(e) Section IX-Rights and Duties of Proposers (Page 41)

Tennessee Public Records Act: Unda the Tetmessee Public Records Act
Tarn. Code Aim. 10-7-101, et seq.. Proposals are considered to be Public
Records, as such, may be subject to inspection and copying upon request.
Thaefore, Authority cannot guarantee the confidentialty of a proprietaty
or otherwise sensitive information contained in or with a Proposal.
COMMENT:
J&B Enterprises has been denied therightto see the Proposals and
Agreements. We have a copy of the Tennessee Public Records Act
as well as, the Federal Freedom of Information Act - which clearly
States that no contract using federal money can be considered proprietary
or confidential including fmancial statements.
(f) Appendix B Proposal of-Section 4 - Financial Projections: Rental Revenue;

and Capital Improvements Design & Quality of Improvements (Page B-12)
A. Proposer shaU provide an eieht-year pro formafinancialstatement (beginning
with the first fiill Lease Year of the Operational Phase of the Concession to
which this Proposal relates) detailing Proposer's expected Gross Receipts
and expense projections during the initial term of the applicable Agreement
including projections for Gross Receipts for each of the Concession Opaations
individually.
COMMENT:
Proposer acknowledges and agrees that such information is subject to the
disclosure requirements of the Tennessee Public Records Act
B. Proposer shall provide the proposed expenditures for Initial Capital

Improvements for each Concession Location and each Concession Operations.
COMMENT:
This information is essential to J&B Enterprises dba Rhythm Shine in
our process to make good business decisions and to clarify the status
of this ACDBE in this contract agreement. We should determine
whetha our projections are too high or too low and not having seen
any information prevents usfi-ommaking qualitative business decisions.
Page 12
SUBLEASE AGREEMENT: (See Attached ITEM 1)

Now if you will permit us to share the language in our Sublease that requires that we clearly
undastand our status with the Hudson Group and have copies of all the information we continue
to request The Masta Concession Agreement is referenced over 20 times in the Sublease.
(1) Surprise number one (1) - (Page 1) This Sublease Agreement by and Between
AMS - Olympic Nashville JV and J&B Enterprises, Inc. was news to us since
we had no information as to who these companies were and why we would be asked
to sign a lease with companies unknown to us.
(2) \^tnesseth: (Page 1) Paragraph 2; WHEREAS, Concessionaire wished to sublease

a portion of the premises covered by the Concession Agreement to Sublessee; and
COMMENT:
The location identified in discussions is not the location assigned, and we
have no copy of the Masta- Concession Agreement but we were told by staff
of both MNAA and Hudson Group that we would be located in B-5 imtil
the preparation for a move date and the location was below B-7. Our
documentation confirms B-5 as the location of Rhythm Shine.
(See Attachment - Item 3)
(3) Definitions: Common Area(s): (Page 2) means each area within the Terminal that
is accessible to the public and not subject to exclusive occupancy by a taiant
of the Terminal under a lease with Authority, including, without limitation,
any common corridor, hall, passageway, walkway, entrance, exit, aisle stairway,
elevator, escalator, seating or waiting area of restroom.
COMMENT:
The location of J&B Enterprises dba Rhythm Shine on Concourse C at this time
is the common corridor, hall, passageway, walkway and clearly identified by
MNAA as public accessible area, which disallows assigned chairs for shoe
shine customers. According to new information. Rhythm Shine will be
located with Hudson News on C-1.
(See Attachment - Item 3)
Page 13
(4) Incorporation of Exhibits -1.02 (Page 10) The following Exhibits are hereby
incorporated into and made a part of this Sublease Agreement. If not physically
attached hereto. Sublessee acknowledges that it has received and reviewed copies
of same.
(Page 11) Exhibit A — Concession Agreement Exhibit B - Premises
Exhibit C - Pamltted Retail Opaations
Exhibit D - Capital Improvements
Exhibit E - Form Promissoty Note
Exhibit F - Form Pledge and Security Agreement
COMMENTS:
No Exhibits attached to J&B Enterprise dba Rhythm Shines Sublease Agreement
(5) Sublease Agreement and Incorporation of Concession Agreement. - (Page 11)

2.01 & 2.02 The Concession Agreement is referred to about eleven (11) times
in this section.
COMMENTS:
J&B Enterprises is not allowed to see the awarded RFP. therefore we are not
able to determine what part of the missing instrument applies specifically
to Rhythm Shine.
(6) No.4 - Premises. (Page 12) Concessionaire hereby subleases to Sublessee and
Sublessee takes and hiresfi-omConcessionaire for the Sublease Ta-m for its
exclusive use, and for the uses and piuposes defined in Section 7 herein, subject
to all the terms, conditions and covenants of this Sublease Agreement and the
Concession Agreement the specialty retail facilities in the Anport (haeafier
referred to as the "Premises") as marked on Exhibit B hereto, which exhibit
is hereby incorporated herein by this reference, together with thefixturesand
equipment located in the Premises. Provided, however, that Sublessee shall have no
right to use, possess or occupy the Premises imtil the Tumova- Date for the Premises.
Section 7.01 - Permitted Uses. The Premises shall be used by Sublessee only
for the "Permitted Retail Operations" as set forth on Exhibit C attached haeto
and made a part hereof, and for such other uses as Concessionaire, in its sole
discretion, and pursuant to the Concession, may agree in writing.
COMMENTS:
(See Attachment - Item 1 - Exhibit Q
Page 14
(7) No 5 - Changes to Premises and Relocation (Page 12)

5.01
COMMENT:
This is the section being used for no notification or written clarity to
J&B Enterprises dba Rhythm Shine as to why no explanation, written
notice, or avenue for negotiation was used when we were informed
that we would be movedfi-omB-1. The documents we received dtuing
pre-bid and other discussions held shortly their afta-, identified our
business on B-5. We wa-e told that the Airport has arightto move
anyone to any location they choose.
QUESTIONS:
Does this apply to non ACDBE? Wa-e any other Concession Operators
told they had to move and given no option in the choice of location?
5.02 In the event of changes to the Premises, this Sublease Agreement (Page 12)
and the applicable eThihifa shall be supirfemented to reflect any
additions, deldions, reductions, expansions, relocations or modifications.
QUESTIONS:
Why would this not apply to J&B Enterprises dba Rhythm Shines?
5.07 The last line refers to Section 7.05 (Page 13)

MISSING:
J&B Enterprises dba Rhythm Shines has no number 7.05 in this
Sublease.
(8) No. 8 Operation of Premises (Page 14)

8.01 Responsibility for Operations. (Line 6) Sublessee shall be solely
responsible for any business losses suffered at the Premises and,
conversely, shall be entitled to all profits generated thereat The
operation of the Premises and the conduct of business thereat by
Sublessee shall m no way be consida-ed a partnership or joint venture
with Concessionaire, and Concessionaire shall have no responsibility
for the obligations of Sublessee to any party except pursuant to the
terms of any document signed by Concessionaire.
Page 15
QUESTIONS AND REQUEST:

How does one make all the decisions for you in business location, sign
location, pricing, design of space, and design of equipment eliminate
the space for customer seating and resting of luggage, causing the
business to drop below 50% of 2006 gross receipts and have no
responsibility for this decrease?
Secondly, the pro-formafi-omthe Hudson Group must have shown
serious profits for all operators, or they would have most likely not have
been awarded a contact with the Airport. WE WANT A COPY OF
THIS MASTER CONCESSION AGREEMENT AND A COPY
OF THE ACCEPTED. AND AWARDED RESPONSE TO THE
AUTHORITY'S RFP BY HUDSON GROUP.
8.02 Sublease Agreement Requirements. (Page 14) Sublessee shall be

subject to all requirements and restrictions with respect to its operation
of the Premises as apply to Concessionaire piu-suant to the Concession
Agreement To the extent that Authority îls or neglects to enforce
any of Itsrightswith respect to the control of opatitions or use ptu-suant
to the Concession Agreement as such ml^t apply to Sublessee,
Concessionaire may enforce such requirements and restrictions as to
Sublessee in the same matmer and mode as Authority might act with
respect to Concessionaire pursuant to the Concession Agreement
COMMENT:
A copy of the Mastar Concession Agreement/The Authority's RFP
Response Award to Hudson Group is one of the essential needs to
start the imnegotiated and imsigned Sublease issue for J&B Enterprises
dba Rhythm Shine.
8.05 Reservations by Authority.(Page 15) Allrightsresarved by Authority

pursuant to the Concession Agreement shall likewise be reserved as to
Sublessee, provided that such reservation may be taken as to Sublessee
by eitha- Authority or Concessionaire. Article XI- Section 11.4 (end
of paragr^h) Authority shall not unreasonably interfae with the use
and occupancy of the Premises by Concessionaire or the Concession
Operators to extent reasonably practicable under the circumstances.
COMMENT:
Our relocation was not reasonable or practicable and was not an issue
of security. The appropriate process was omitted, and no explanation
as eva- given. Howeva-. otha- opa-ators knew wha-e they would be
and were busy plaiming. designing and preparing to move.
Discrepancy of tenant treatment is vagrant and continually shared
in conversations and written document.
Page 16
8.09 Performance Standards

D. Affiscdlaneous. (Page 16) Sublessee shall comply fiilly with any
requirements of a " Concession Operator" as provided in Article 4.2
of the Concession Agreement
Artide IV - Concessionaire's Obligations Section 4.2 (Page 16)

Concession Management Concessionaire shall perform
the following duties, subject to the terms and provision of this
Agreement:
(a) Prepare the Plans as required in Section 10.1 hereof;
(b) Coordinate its subleasing activities with the Properties

Department of Authority and submit each proposed
Sublease and supporting documentation therefor (including
the Concession Location Development Checklist Form
contained in Exhibit E hereto, and the Concession Location
Pro- Forma Operating Statement contained in Exhibit F
Ha-eto, unless othaTvise approved by Authority) to the
Properties Department of the Authority, etc.
COMMENT:
This confirms the requirement of the Hudson Group to
submit to the Authority, the checklist form with a pro-forma
operating statement for J&B Enterprises dba Rhythm Shine.
We need to see how this was submitted for J&B Enterprises
dba Rhythm Shines.
8.10 Pricing Policy, âge 16) Sublessee shall comply fully with the with
the requirements of the pricing policy in the Article 8 of the Concession
Agreement on applicable Items.
Article 8-Pridng-Section 8.1 Reasonable Pridng

Concession Agreement (Page 34)
Concessionaire and Concession Câators shall observe and maintain
Reasonable Pricing for goods and services sold within the Concession
Locations. For purposes of this Agreement the ta-m "Reasonable Price"
shall mean the regular price of the good or service charged at an
off-Airport, comparable determined as follows:
(a) If an entity of the same business,firanchiseor trade name as a
Concession Operator operates in a non-Airport location within a
reasonable geographic radiusfi-omthe Airport, the Reasonable Price
for a product shall be the price at the nearest non-Airport location
Page 17
designated by Concessionaire and approved by Authority. Requests

for changes to the comparable location or locations for the determination
or a Reasonable Price and the reasons for such changes shall be provided
to Authority for its approval and shall become effective only upon
receipt of Authority's approval;
(b) If an entity of the same business,fi-anchiseor trade name as a
Concession Operator does not operate within a reasonable geographic
radius of the Airport, the Reasonable Price for a product shall be the
regular price of the product at the nearest entity of the same business,
fitmchise (M- trade name, as agreed by Authority and Concessionaire;
COMMENT:
(1) Refer to Exhibit " C of the attached Sublease Agreement
rewritten bytiieattorney for the Hudson Group. You will find the
list of items we are permitted to sale according to the Sublease,
howeva, no provisions in the planning of space, or the design of
fiunhure allows for our merclumdise. This Sublease does not allow
space for our/their customers. Therefore, the option of the additional
revenue stream has been eliminated but allowed m the Sublease
Agreement Confusion is the most appropriate word we can think
ofat this moment (2) The price ofthe shoe shines established by
the Authority in 2000 are vety outdated. The new prices have been
submitted to the Authority for approval. It is essential that this
submission is approved in order for us to be competitive and in
line with the many other operations within the Airport.
(9) No. 10 - Rent (Page 17)

10.04 - (Added) Facility Rent Concessionaire has installed certain
Capital Improvements at the Premises. Sublessee shall pay to
Concessionaire, for the use of such Capital Improvements, a Facility
Rent in an amount equal to the sum of $188.58 per month.
COMMENTS AND QUESTIONS:
According to your definition of "Eligible Cost" it does not comply.
According to you definition for Capital Improvements, it does not
comply, because no contract was signed, no design approved in
writing and this stand is of poor quality, uncomfortable, not the
right height for shines and difiScuh for workers to perform task.
This is not the process used for other capital improvements or
Refiu-bishment. Again, discriminatory actions in this being a
Page 18
non-negotiable itemfi-omthe perspective ofthe Hudson Group

attorney and the staff of the Authority even when it violates your
written requirements. IF THIS IS IMPOSED ON J&B
ENTERPRISES dba RHYTHM SHINE, then we need the verification
that this has been imposed on another operator ofthe Airport under the
same identical conditions (no signatures, no approval.
Please note; we have no intention of paying a facility rent fee for a
product that we must replace in order to do our job.
10.05 Additional Rent (Page 17) Sublessee shall pay as Additional

Rent commencing as ofthe commencement ofthe Interim Phase of
Concessionaire or, if billed all ofthe following: (please note the deletion)
A. Cleaning and Janitorial Service. Sublessee shall pay the cost
of cleaning and janitorial savice to the Premises at hourly rates
attributable to services renda-ed in respect of Premises, as are
charged by contractors paformlng such servicesfromtime to time.
COMMENT:
We are housed in CNN in the B Concourse and in the common
area at the present time in C Cwicourse. therefore, the tarms
and conditions for expenses for cleaning and ianitoral services
should be negotiated and qualified by RFP regulation, of split cost.
B. Other Amounts Due. Sublessee shall pay to Concessionaire
any other amount owing by Sublessee to Concessionaire pursuant to
the terms of this Sublease Agreement including, but not limited to,
amounts paid, any losses or costs Incurred by Concessionau-e to cure
Sublessee's default under or other faUure to comply with this
Sublease Agreement, an any amounts assessed against
Concessionaire by Authority relating to any action or Inaction of
Sublessee. To the extent that such amounts owed by Sublessee to
Concessionaire are home by all of Concessionaire's sublessees.
Sublessee shall pay its pro rata share of such costs based on the
percentage of square footage ofthe Premises to the overall square
footage leased by Concessionalre.-
COMMENT:
We have no design showing square footage. We will consida
these terms as soon as J&B Enterprises dba Rhythm Shines is made
wholefromthe losses and defaults m violations of statutory State
and Feda-al laws. Authority regulations and requirements and
contractual responsibilities for fair and equitable practices.
Page 19
C. Joint Marketing Fund. Commencing on the Commencement

Date, Sublessee shall pay to Concessionaire a monthly contribution
to the Joint Marketing Fund in an amount of three quarters of one
paxent (0.75%) of all Gross Receipts of Sublessee and pursuant to
the tarms of Section 4.8 as set forth in the Concession Agreement
Section 4.8 -
COMMENT:
Not sure that this applies to Rhythm Shine unda the present
conditions and location.
(10) Improvements -12.01 Acceptance of Premises (Page 21) - Sublessee

acknowledges that it has made th(»'ough inspection ofthe Premises and
accepts the Premises in their "as is" condition and agrees that
Concessionaire has not made any promises to remodel, improve,
raiovate, construct and equip the Premises.
12.02. Improvements, Alterations and Repairs.
COMMENT:
Section 12.02 - This section is deletedfromour Sublease.
(11) 13.06 Afidterm Refurbishment (Page 23)

COMMENT:
This Section can not be applicable to J&B Enterprises because
Section 12.02 - Improvements. AltCTations and Repairs has been
deletedfiromour Sublessee.
(12) 16 Defoult by Sublessee; Remedies (Pages 24-27)

16.01 Event of De&utt. The following events shall constitute an
Event of Defauh hereunder:
COMMENT:
Tha-e are no remedies included in this Sublessee when the
Concessionaire <»• Authority is in default. This does not support
the Objectives and Policy Statement ofthe MNAA in accordance
with regulations ofthe US Department of Transportation Federal
Aviation Administration. H. Monitoring and Compliance -
Contract Provisions (23.11) - (2) All contracts between tiie
Airport Authority and Concessionau-e or Ccmtractor shall
Cwitain an appropriate provision to the effect thatfiiilureby
The Concessionaire to comply with Airport Authority's ACDBE
Program shall constitute a breach of contract exposing the
concessionaire or contractor to a potential taTnlnation ofthe
contract or other appropriate remedy, until suchtimetiie
concessionaire compiles whh all the ACDBE requirements of
tills program.
Page 20
(13) 20. Nondiscrimination Regulations. (Page 30) The provisions of Article

28.3 and 28.4 ofthe Concession Agreement with respect to federal,
state or local nondiscrimination and affirmative action regulations are
iiKorporated herein and shall apply under this Sublease Agreement
to Sublessee in the maimer as they shall apply under the Concession
Agreement to Concessionaire.
COMMENT:
(1)Withholding public information, (2) refusing to allow a busmess
therightof refiisal, (3) initiating a charge against a business without
prior approval of merchandise, (4) relocating a business without
following written policy procedures, (5) having staff confirm that
there has been a no tall^ no negotiate policy fw J&B Enterprises dba
Rhythm Shinefromthe inception, sounds like intentional and oval
discrimination to me.
(14) Exhibit "B" Description ofPremiscs-(Page 34)

Approximate Square Feet Location Designation
50 Square Feet B-5 Rhythm Shine
50 Square Feet C-2 Rhythm Shine
Added Note: All square feet are approximate and have not been
verified or field measured.
COMMENT:
Please pay attention to the location of B-5, which is in all of our
documents, but not our location - no explanation given.
Should we be concerned that the design shows our booth, our
logo and sign and no one knows the square footage ofthe space
that we are to sign a sublease to rent?
(15) Exhibit "C-Permitted Operations (Page 35)

Permitted and Required Merchandise and Services:
Permitted Services; Shoe shine services
Permitted Merchandise; shoe laces, shoe horns, socks. Dr. Scholl's

shoe liners, odor eata^, athlete's foot medication. Rhythm Shine book
of propa- shoe care, and Rhythm Shine DVD of proper shoe care.
Page 21
COMMENT:
J&B Enterprises is given therightto sell machandise in our store,
howeva. the square footage, the unapproved designed stands and
the disallowance of space and chairs for our customer to sit and
place their luggage, and coats would lead one to believe that their
is clearly no space to Increase our revenue stream with the
merchandise we would choose to carry in our store. Does this appear
to be confusing or is this the normal game that most ACDBE
contractors endure in the absence of pamitted contract negotiations
which I think is a constitutional right.
Page 22
CONCLUSION:
In our attempt to provide you with enough information, to make a professional
decision on behalf of the MNAA, that there is reason to take a hard look at the
actions taken on behalf of J&B Enterprises, Inc. dba Rhythm Shine in the
planning ofthe solicitation ofthe RFP for a Masta Concessionaire Agreement.
We are vety aware at the present time, that the information provided to us
declaring the necessity of J&B Emerprises, Inc. to agree to be included
in the packages ofthe Prime Contractors in order to remain an Airport operator,
wasfalseinformation. For at this present time, we are aware that there are
still independent Concessionaire Agreements wltii opaators established
at the Airport.
We are also clear that the intent to redirect J&B Enterprises, Inc's interest
from being an individual operator to becoming a sub-contractor was not
beneficial to the productive growth andfinancialstrength of our company.
Therefore, we ask that this matter be given priority in that it has changed
from seeking resolve with the Hudson Group tofinalizea Sublease, to
reviewing ourfilesoffifteen(15) years of documentation with MNAA.
And in doing so, wefindthat we stand on a stronger legal foundation than
we perceived in the beginning.
November 02,2007, Meeting With MNAA & Hudson
Contemporaneous Minutes
Meeting Minutes
November 2,2007
Attendees:
John Howard
Amber Gooding
Rebecca Ramsey
Janice Weaver
Mr. James Druett
Mrs. Betty Druett
Mary Collier (Druett's Attorney)
In attendance by Conference Call:
Mr. Mike Mullaney (Hudson Group)

Mr. James Wilson (Hudson Group)
John Howard started the meeting by stating that he would not let either entity be
mistreated. I think there has been some miscommunication and this is what this meeting
is for, to clear up any miscommunication. Our goal is for everyone to be successful.
John said that fi-om my meeting with the Druett's he came away with four (4) things that
were requested
1) Response from to the RFP from Hudson
2) Request for a price increase - there had not been a price increase since 2000. The
Druetts asked for $2.00 across the board, $1.50 was approved. We did a price
analysis of other airport to see how their pricing stood. A year from now we will
do the same and reconsider pricing.
Mary Collier asked how this relates to other concessions and if all concessions had to go
through this approval. Rebecca stated yes, they were actually required to supply us with
a market basket analysis on an armual basis in accordance with their concession
agreement. Ms. Collier asked if everyone had to go through this process of MNAA
setting their prices. Rebecca responded that we do not set their prices, we only approved
their prices.
3) Design for the Shoe Shine booth.
4) Profit that revenues have dropped off.
Ms Collier asked how and why J & B was listed as a proposer and why that was
required? Rebecca said that she believed she might be mistaken, that Hudson was the
proposer. Mike Mullaney asked if he could answer. He said that the airport issued a
RFP and Hudson was awarded the proposal so that asked the Druett's to operate a
shoeshine as a sublease. AMS and Olympic is a Joint Venture and the Druett's are a
subtenant of that Joint Venture. Is it true that CBR has a concession agreement? Mike
answered that CBR has a sublease with the AMS / Olympic joint venture. Just like we
are attempting to sign a sublease with Rhythm Shine. We are hoping that the Druett's
want to be a shoeshine operator at the airport and to do that they need to be a subtenant of
the joint venture. Ms. Collier asked if there would be an issue with a DBE being under
a sublease with another DBE? Mike answered No.
Mike answered that almost 90% ofthe DBE is from the Joint Venture. At the end ofthe
day, our participation is met wdth just the Joint Venture, if there is no counting of the
DBE from the shoe shine sales, it would not affect our overall contract goal requirement.
Ms. Collier: Please explain the design ofthe chair and the charge to J & B.
Mike Mullaney: The Druett's were consulted, discussed with and participated with the
design ofthe stand in the CNN Newstand.
Ms. Collier: That is not true.
Ms. Druett: When they came down they already had the design, I told them that it would
not work and she said that she knew shoeshine and she had been around the world and
knew it would work, they only asked how high and small design questions. They asked
regarding me the color and material, she had already designed it. We did not want the
cash register doors where they were but they were already drawn in.
John Howard: What can we do as the Airport Authority do to assist Hudson and the
Druetts to get them the chair they want. Even the chair you want has to be approved by
MNAA. We have a design criteria. The chair have to fit into the design ofthe shops. Is
there anything that we can do to the current chair to tweak it to make it work?
Ms. Druett: The stirrups are not right, the cash register drawer does not pull out right.
The seats are uncomfortable. Its too close to the wall, you cannot shine shoes from the
right chair. If they can fix the cash register where we can get to it and fix the chairs
where the are comfortable and customers can safely get up and down then that stand
would be ok. You have degraded Rhythm Shine to the point that we are nothing, we are
just in a comer. We have never been brought to the table to discuss the business or
financial part of this or the design we want or need. No other concession in this airport
would have allowed you to come in and treat them the way that you have treated us.
Why were we never treated as if we were a business operating at the airport? I have
tried to get people to sit down and talk to us but I have not been able to get anyone from
Hudson to talk to us.
John Howard: I understand your emotions, this is your business. I don't think this was
intentional on anyone's part, it doesn't benefit anyone if you are not successful. 1 think
that everyone did everything they were required to do but maybe there were some
misunderstandings. The purpose of this meeting is to satisfy the issues.
Amber: This is a trust issue. The question is if we will be able to move forward from
here.
John Howard: I am just trying to satisfy Hudson and J & B and this is what this meeting
is for. I do not think anything here was done intentionally. Your feelings are valid.
Ms Collier: This is discriminatory. It is hard to work with anyone that refuses to work
with you.
John Howard: We have to re-establish trust. We need to find out in this meeting what it
will take to satisfy everyone. We need to come up with an either a new agreement or
make changes to the old one to be able to get it signed.
We need to address these four issues of the Druett's. On Hudson's side they need to
verify your insurance and make sure that you have the coverage you need, they do not
have that on file. Right now if something should happen to a customer then Hudson
would be liable. Technically you shouldn't even be operating in the B Concourse
location because you have not signed a sublease with Hudson. These are the items that
we need some kind of direction on a solution so that I can go to Mr. Regalado and say
that these are the challenges and these are the ideas for the solutions that we were able to
come up with. The airport will be veiling to go 50% on what ever needs to be done to
the current stand, the other 50%, maybe Hudson, maybe J & B , everyone needs to think
about that. We're not responsible for any of it but we are willing to pay half to get this
resolved. Now I want to give Mike a chance to respond to Ms. Druett's questions.
Mike Mullaney: It is Hudson's and Olympic desire to keep the Druett's in the airport.
We flew all the tenants out to Las Vegas to meet to discuss any issues they might have.
The Druett's missed that meeting but we did offer the opportunity to meet. When it
came to the design our engineers believed that they had the Druett's ideas on the stand.
Lets look at the issues and see what it will take to make the stand work. The design
changes needs to be approved by Olympic before it goes to the airport for approval, it
must be workable with the motive, design of the store. We have to get a sublease in
place and an important part of that sublease is the insurance. If someone gets hurt then
we will have a problem.
James Wilson: We have to get a sublease in place, we had been working with a Legal
Counsel that said he was working with the Druett's. The intent of this conversation is to
have the Druett's as a subtenant and it is our desire to get a sublease in place, if that is not
your desire, let us know and we will all move on. If you want to do business as a Shoe
Shine Operator within the airport, we can make tweaks to the current stand. There has
been a lot of attempt on communication here and there has been a lot of failure on the
part of Rhythm Shine as well, shutting down communications so this is not a one side
street. This is not an intentional thing, if it had been we would have told you to get out of
the shop that you don't have an agreement on. If you want to be a subtenant then there
are a couple of things we need to come to a agreement on, 1) enter into a sublease 2)
agree on changes on the stand.
Mary Collier: Information being provided to you regarding the sublease is not true,
negotiations failed because of the attorney Marshall, we have a red-line document with
changes and their attorney would not agree to them. One thing was the facility rent.
Mike Mullaney: The facility rent is for the cost of building your stands. In the draft
document, it had a higher percentage to pay, the Druett's would not agree to the so we
asked the airport if they would consider a lower percentage and they agreed to 4% gross
sales. If a sublease is not signed then we will have to move forward with a new shoe
shine operator.
John Howard: I suggest we put together some contingencies as an Amendment to go

with this lease. For example you sign the sublease contingent upon this, this and this
Mike states that J & B has been operating in their B location newsstand and has not
submitted rent, monthly revenue report or copy of insurance. Ms. Druett says that is not
true and then produces copies of the cancelled checks received by Hudson and Fedex
confirmation that the monthly reports have been received by Hudson also fax
confirmation and response via email a copy of the insurance has been received by
Hudson. Mike and James reply that they were unaware of this and that the checks,
reports and insurance may be been received in another area of Hudson News and that
they would check on this.
Ms. Druett was confiised as to where the shop was supposed to be located. She though B
5 was where the shop would be located instead of in the B-7 shop. B-5 was just a
construction location. Rebecca and John both explain it to them and tells them that is
was a miscommunication.
Amber Gooding: Agrees that there have been a lot of miscommunications but this
meeting was to work it out and move forward with better communications. Tells the
Druett's that we are not walking awayfi-omthem as partners on this.
John Howard: Ask Mike if there would be anyone there that can be a central point of
contract for the Druetts. Mike tells him that it would be James Wilson. John ask if there
would be anyone else and Mike says no, it would be James Wilson. Mike tells John that
it can be Lisa Wall, General Manager for Hudson in Nashville. But that Lisa cannot
negotiate anything on the subcontract but can be the point of contact on day to day issues.
John ask Mike if we still have the sublease. Mike said, no that the Druett's attorney
stopped all work. Ms Druitt said that he did that until they could sit down and work out
all the business portion and then come to him.
Rebecca says that we can come up pretty quickly with a sublease with provisions as an
Adendum. Mike says that the sublease document contains everything in it that it needs
already. John says the Druetts are uncomfortable signing it until they know that they
issues are resolved. Mike says that they will send the punch list to the Druetts to make
sure that it contains everything they believe that it needs to make modifications to the
stand. John asks when the punch list would come. Mike says, Monday. John asked
when someone would physical come to go over that list. Mike says that he would have
someone come next week. Rebecca says that we do not need to hold up the signing of
the sublease for the punch list that we have what is called an "Operational Phase", an
Interim Phase as a rent structure.
Mike says that there would not be any modifications done to the chairs until the Druett's
have looked at and approved them.
John Howard told the Druett's that we would have a punch list to them on Monday. We
would have a resubmitted copy of the lease with the changes ready to their attorney and
to the Druetts. John also told Mr. Druett that he still needed his operational hours and
his holiday hours.
Mike said that he needed to wrap the meeting up and said that the Druett's would get a
copy of the punch list and a copy of the lease as it was submitted to them before. We
could then schedule the walk through with the punch list.
John asked Mike to copy Rebecca on all communications to the Druetts.
Mike told the Druett's that he did want them to be the shoe shine company in their stands.
And hopefully they could let the past be the past and move forward.
John asked the Druett's that they give Hudson another try.
Mary Collier said that the manner in which Hudson had treated the Druett's doesn't
represent MNAA very well. They are extremely uncomfortable working with Hudson.
She said that the Druett's had an active concession agreement during the time that this
was being bid. They were told that if they did not come under one of the companies that
they would not able to continue business in the airport and that obviously was not true
because other people have.
Rebecca said that no, other were continuing operating until they transitioned into the new
plan. For example, Capital Grill, they are remaining open until they are move forward
and then they would be closed. If the shoe shine had remained a stand alone operation
that they would have had to bid the shoe shine out. The contract with J & B had come to
a conclusion and was being extended on a month to month basis during the concession
planning process.
Amber Gooding: Are we at a point given the contingencies that we can move forward?
Mary Collier said that it would be a serious consideration that the Druett might not be
doing business here.
Amber Gooding: If we have to take the shoe shine concession out ofthe News and Gift
Plan, we may have to go back and re-bid the whole thing. Amber said that we do not
want to do that and would they, with changes want to stay on as our shoe shine
operation? Agreed that they would not be able to come to a decision today.
Meeting Adjourned
April 15,2008, MBELDEF, Letter To MNAA
IUDCI ICC
Minority Budneaa bitcirpriie Legal Defense
and Education Fund, inc.
Parren J. Mitchell www.mbeldef.org
Founder and Chairman
Anthony W. Robinson
President
April 15, 2008
Raul Regalada
President and Chief Executive Officer
Metropolitan Nashville Airport Authority (MNAA)
One Terminal Drive, Suite 501
Re: J&B Enterprises, Inc.; d/b/a, Rhythm Shine
Dear Mr. Regalada:
We have been retained to represent J&B Enterprises, Inc., d/b/a, Rhythm Shine (hereinafter
"J&B") a concessionaire at the Metropolitan Nashville Airport (hereinafter "Airport") certified
as a Disadvantaged Business Enterprise (hereinafter "DBE"). In our representative capacity we
have read the various documents, including but not limited to the Request for Proposal
(hereinafter "RFP") for the management of concessions at the Airport, "Joint Venture
Agreements," "Concession Agreements," the "Diversity Business Development Program" as
adopted by the Metropolitan Nashville Airport Authority (hereinafter "MNAA"), 49 CFR § 26,
the notes from meetings between J&B, MNAA, Hudson Group Retail Specialists, d/b/a. Airport
Management Services, LLC (hereinafter "Hudson"), and numerous electronic messages between
the aforementioned. After an objective analysis of these data we have reached the conclusion that
MNAA, and Hudson are in violation of 49 CFR §§ 26.1-26.109 as promulgated by the
Department of Transportation (hereinafter "DOT") and applicable to tiie MNAA through
regulations promulgated the Federal Aviation Administration (hereinafter "FAA").
Based upon these regulations as applied to the facts and circumstances of the matter at hand,
J&B is authorized to bring an administrative action against the MNAA and Hudson, see CFR §
26.103. However, in the spirit of cooperation and in the best interest of all ofthe parties, J&B
would like to explore voluntary options for bringing this matter into legal compliance. Toward
that end, J&B proposes a meeting with all of the principals from MNAA, and Hudson, with full
authority to legally bind the entities that each represents. Furthermore, J&B proposes that this
meeting take place on the premises ofthe MNAA on a date and at a time agreeable to all parties
involved; except that this meeting must be scheduled and completed no later than thirty (30) days
from the date of this letter. Please direct your response to the undersigned at the address that
appears at the foot of correspondence.
Thank you for your time and attention to this matter. We look forward to hearing fi-om you
shortly.
Very Truly Your:
Cc: J&B Enterprises, Inc.

Hudson Group Retail Specialists,
d/b/a. Airport Management Services, LLC,
Attn.: Mario DiDomizio, President & CEO
1100 Mercantile Lane Suite 115-A Largo, IMaryland 20774

301.583.4648 (Voice) 301.772.8392 (Facsimile)
Page 2
June 06,2008, MNAA, Letter To MBELDEF
One Terminal Drive, Suite 501 • Nashville.TN 37214-4114 .615-275-1600
June 6, 2008
Mr. Anthony W. Robinson

Minority Business Enterprise Legal Defense
and Education Fund, Inc.
1100 Mercantile Lane, Suite 115-A
Largo, Maryland 20774
Re: J & B Enterprises, Inc. d/b/a Rhythm Shine
Dear Mr. Robison:
This letter is in furtherance of our letter of May 7, 2008 wherein we indicated we would
schedule a time to personally sit down with the principals of J & B Enterprises, Inc.
("J&B") to discuss next steps as related to their ongoing operations at BNA. We have
been unsuccessful in obtaining a satisfactory date to conduct this meeting as of this date.
We have determined, as a public entity, that it is appropriate that we undergo a public
process to fill this concession need.
On December 23, 1999, a letter was sent to Mr. Druett which indicated the Authority's
willingness to extend J&B's Concession Agreement on a year-to-year basis, until such
time as the Authority implemented its Long Range Commercial Strategic Plan. The other
terms ofthe original Agreement still prevailed.
As the term of that Agreement commenced September l^^ the annual expiration would
then become August 31**. Article III, TERM. Section 3.2, requires tlie Authority give
notification to the Concessionaire ninety (90) days prior to expiration of the term or any
renewals thereof indicating its willingness to renew the Agreement. The Authority will
not be renewing this Agreement.
Therefore as of August 31, 2008, the Concession Agreement between the Metropolitan
Nashville Airport Authority and J&B Enterprises, Inc. will be terminated. It is the
Authority's intention to publically compete the Shoeshine Concession at BNA. We are
hopefnl Mr. And Mrs. Druett will participate in this process and heartily encourage them
to do so.
BOARD OF COMMISSIONERS Kail F. Dean. Mayor Frank M, Garrison PRESIDENT AND CEO
James H. Cheek, III, Chairman Jack O. Bovender. Jr. Bill A. Martin Raul L. Regalado. C.A.E.
Juli H. Mosley, Vice Chaimian Rosalyn Carpenter Robert J Walker
Dexter Samuels. Secretary Rod Essiq
Additionally, Article XV, TERMINATION BY THE AUTHORITY. Section 15.13
provides that "Upon the termination of the Agreement, tihrough passage of time or
otherwise. Concessionaire shall aid Authority in all ways possible in continuing the
operation of a Shoeshine Concession in the Airport Terminal without interruption". It is
our expectation J&B will continue to provide shoeshine service on a month-to-month
basis until the conclusion ofthe competitive process.
Should there be any questions, please feel free to contact me.
Sincerely,
ôbertTj. Watson
at^
Senior Vice President and
Chief Legal Officer
RCW:tb
HIBBIKF
Minority BwiMOT C I H I H I I I M i a f a l lltfanif
Parren J. Mitchell www.mbeldef.org

Founder and Chairman
Anthony W. Robinson
President
July 30, 2008
Federal Aviation Administration
Office of the Chief Counsel
Attention: FAA Part 16 Airport Proceedings Docket
AGC-610, Federal Aviation Administration
800 Independence Ave., SW
Washington, DC, 20591
Re: Complaint of J&B Enterprises, Inc. d/b/a. Rhythm Shine v. Metropolitan

Nashville Airport Authority
Dear Sir or Madam:
The Minority Business Enterprise Legal Defense and Education FXind

(hereinafter "MBLDEF'), hereby CERTIFIES this 30™ day of July 2008, that a
true correct and complete copy of the aforegoing Ciomplaint was served upon
the Metropolitan Nashville Airport Authority by electronic mail to: Robert C.
Watson, Esquire, Senior Vice President and Chief Legal Officer at:
ROBERT WATSON@NASHINTL.com: and to Raul Regalado, President & CEO
Metropolitan Nashville Airport Authority at: Raul Regalado@NASHINTL.com.
Respectfully Submitted,
Cc: Raymond G. Prince, Esquire - Tennessee Litigation Counsel

PRINCE &. HELLINGER, P.C.
150 Second Avenue North, Suite 300
1100 Mercantile Lane, Suite 115A Largo, Maryland 20774 301.583.4648, 301.772.8392 (Fax)

Rhythm Shine FAA Part 16 Complaint

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Ylffiffl ' W LAW.

Minatitv Buihuii EMMMiic L M M I D i f i m t 4 H .H Tk 2008

Federal Aviation Administration ,^, ^,

Re: Complaint of J8BB Enterprises, Inc. d/b/a. Rhjrthm Shine v. Metropolitan

Dear Sir or Madam:

The Minority Business Enterprise Legal Defense and Education Fund

LEGAL AND FACTUAL GROUNDS OP THE COMPLAINT

at the Metropolitan Nashville Airport, all bidders were requested by MNAA to

Currently, there is no sublease agreement between J&B and Hudson. J&B

GOOD FAITH EFFORT OF J&B

Pursuant to 49 Part 26, Appendix A, J&B and its representatives have

J&B Is AN INTBRBSTBD PASTY

J&B is an ACDBE engaged in business at the Metropolitan Nashville Airport,

THIS COMPLAINT IS TIMBLT

1100 Mercantile Lane. Suite 116-A, l ^ r g o . Maryland 20774 301.583.4648,301.772.8392 (Fax)

RSQUBST FOR GENERAL AND FOR SPECIFIC RELIEF

J&B hereby requests an Agency directive prohibiting MNAA from terminating

Anthony W. Robinson, Esquire

ENCLOSURES: THREE (3) COPIES OP THE AFOREQOING COMPLAINT

Cc: Raymond G. Prince, Esquire - Tennessee Litigation Counsel

Contact: Laura Samuels Lynne Lowrance

Metropolitan Nashville Airport Authority Selects Hudson Group and Partners

As part of a long-awaited terminal renovation, the Metropolitan Nashville Airport

The lineup of stores includes:

OONODURSE " B " ALCOVE

ELECT GATE C-14

PLOT: 0 5 / 2 6 / 8 8 CXMXXJRSE "C" ALODVE

nd our casual luncheon earlier in the day to in

Mr. Raul Regalado

Dear \fr. Regalado:

To this end we respectfully ask for the following:

Mr. James Druett, President

Mrs. Betty Druett, Secretary/Treasurer

CC: Mr. Mario DiDomizio, Pres^CEO - Hudson Group Retail Division

J&B ENTERPRISES, INC.

Your tine and oourte^ is most appreciated. We look imward to hearingfiiomyon.

THE HISTORY OF ODR EXPERIENCE WITH METROPOLITAN

September 1992 — Location B-1 and C-14 — Shoe Shine Store

Under the Monitoring and Compliance - Contract Provisions (23.11) provisions

THE HISTORV OF MNAA'S PROPOSAL - RFP

Mr. James H. Cheek, III, Chairman

The Chronological Process as of this date is as follows:

2. A thank you letto- was forwarded to J&B Enterprises' attorneyfiromthe Hudson

This is the infonnation highlighted in yellowfi-omthe package sent by the Hudson

(c) Provide information - Product Offerings; Merchandise Plan; Theme

3. A package of information, (includingfinancials)was forwarded to the Hudson

4. No design sketches, clarity of our role, nor business orfinancialinformation was

The redBned changes in the sublease are asfollows;(See Attachment - ITEM I)

(a) Definition for Capital Improvements reads in sentence one; (Page 2)

(b) Definition for "EHgihle Cnsts"reads in all sentences; (Page 3)

(c) The insertion of a definition for "Facility Rent" reads; (Page 4)

(d) The deletion ofExhibftD.E.andF: (Page 11)

(e) Under Sublease Agreement and Incorporation of Concession Agreement - No. 5

(f) Undo- subsection 7 Use; (Page 14)

(g) Section 10.04 Insert - Facility Rent - (Page 17)

(h) Section 10.05 - Additfonal Rent - (Page 17)

(i) Section 10.05 Paragraph E. Utilities - (Page 18)

0) No. 12 - Improvements - (Page 21)

12. On September 1,2007, (See Attachment - ITEM 3) we made a second attempt to

5. We have been told over and ovCT, bythestaffofMNAAandthestaffofthe

According to the Proposal - RFP of the Meta-opolitan Nashville Airport Authority we

VLD - Pferiodic Rent - Support Space—Under the applicable Agreement

(b) Section m - Defined Terms