PROPOSAL DOCUMENTS EXTERIOR PASSENGER BOARDING BRIDGE ADVERTISING PILOT PROGRAM AT LOUISVILLE INTERNATIONAL AIRPORT

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1 PROPOSAL DOCUMENTS EXTERIOR PASSENGER BOARDING BRIDGE ADVERTISING PILOT PROGRAM AT LOUISVILLE INTERNATIONAL AIRPORT LOUISVILLE REGIONAL AIRPORT AUTHORITY LOUISVILLE, KENTUCKY CONTENTS DESCRIPTION PAGE Invitation to Submit Proposals...I-1 Definition of Terms... D-1 Instructions to Proposers... ITP-1 General Conditions...GC-1 Proposal Form...PF-1 Proposers Experience and Qualifications Questionnaire... Q-1 Advertising Agreement... A-1 Exhibit A Exhibit B February 11, 2010

2 INVITATION TO SUBMIT PROPOSALS LOUISVILLE REGIONAL AIRPORT AUTHORITY Sealed Proposals shall be received at the Office of the Director of Properties, at the Administrative Offices of the Louisville Regional Airport Authority (the Authority ), 700 Administration Drive, Louisville, Kentucky 40209, until and not later than 2:00 p.m., local time, on March 24, 2010 for the following: EXTERIOR PASSENGER BOARDING BRIDGE ADVERTISING PILOT PROGRAM LOUISVILLE INTERNATIONAL AIRPORT The Authority is inviting Proposals for the exclusive right and privilege for a qualified proposer (the Proposer ) to manage and operate a pilot program for an exterior advertising display concession on 12 Authority owned passenger boarding bridges (the PBBs ) at Louisville International Airport in Louisville, Kentucky (the Airport ). The successful Proposer will be responsible for financing, designing, constructing, and installing, at its sole cost and expense, high quality, high impact, professional advertising display signs (the Signs ) on the exterior of the PBBs and soliciting advertisers for such Signs for a one-year term at the Airport, all as set forth in the Proposal Documents referred to below. The purpose of the Exterior Passenger Boarding Bridge Advertising Pilot Program (the Advertising Pilot Program ) is to provide advertisers a high impact and unique avenue to showcase their brand to the approximately 3.3 million passengers and other users of the Airport. The Proposal Documents, including Instructions to Proposers, General Conditions, Proposal Form, Proposer s Experience and Qualifications Questionnaire, and form of Advertising Agreement, may be obtained at the Office of the Director of Properties at the above address, between the hours of 8:00 a.m. and Noon and 1:00 p.m. to 4:30 p.m. Monday through Friday, Telephone (502) , or by ing a request to darrell.watson@flylouisville.com, or at the Airport s website at Each sealed Proposal shall be accompanied by an irrevocable Bank Letter of Credit or satisfactory Surety Bond in a sum not less than $50,000.00, payable without condition to the Louisville Regional Airport Authority, to guarantee that if the Proposer s offer results in an Award, the Proposer will enter into the Advertising Agreement within 30 calendar days after the Advertising Agreement is given to said successful Proposer for execution. The proposed Advertising Agreement is under and subject to Federal Executive Order of 24 September, 1965 and its subsequent revisions. Proposers will be required to comply with the affirmative action plan for Equal Employment Opportunity prescribed by the Office of Federal Contract Compliance Programs (OFCCP), United States Department of Labor in Chapter 60, Regulations of the Secretary of Labor (41 CFR Chapter 60), or by other relevant orders of that office. I-1

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4 DEFINITION OF TERMS EXTERIOR PASSENGER BOARDING BRIDGE ADVERTISING PILOT PROGRAM LOUISVILLE INTERNATIONAL AIRPORT I. Whenever the following terms are used in these Proposal Documents, or in any other documents or instruments pertaining to this Advertising Pilot Program where these specifications govern, the intent and meaning shall be interpreted as follows: ADVERTISEMENT. The Invitation to Submit Proposals inviting Proposals for the operation of the Advertising Pilot Program to be awarded. AGREEMENT OR ADVERTISING AGREEMENT. That document to be entered into by the Authority and Company and also called Exterior Passenger Boarding Bridge Advertising Pilot Program Agreement, which, together with the Proposal Documents, contemplates and includes permission for Company to finance, design, construct, and install, at its sole cost and expense, a high quality, high impact, professional signs on the exterior of the PBBs under the terms and conditions expressly set forth herein. AGREEMENT DOCUMENTS. All written material covering the Advertising Pilot Program to be operated. The Agreement Documents shall include, but not be limited to, the following: Notice to Submit Proposals, Invitation to Submit Proposals, Definition of Terms, Instructions to Proposers, General Conditions, Proposal Form, Proposer s Experience and Qualifications Questionnaire, Performance Bond, insurance certificate(s), any addenda, the Advertising Agreement, and all attachments and exhibits thereto. AIRPORT. Airport means any and all property and improvements owned, leased, operated, or controlled by the Authority, which, for the purposes of these Propsosal Documents, shall mean Louisville International Airport, Louisville, Kentucky. AIRSIDE BUILDING. That facility on the Airport used primarily for the enplaning and deplaning of airline passengers. ASSIGNED AREAS. The 24 areas on the exterior of the 12 Authority owned Passenger Boarding Bridges at the Airport designated by this Proposal and the Exhibits hereto as the place or places where the Company shall place the Advertising Pilot Program. AUTHORITY. The Louisville Regional Airport Authority acting through its duly authorized representative. AWARD. The acceptance, by the Authority, through formal action of its Board, of the successful Proposer s offer to operate the Advertising Pilot Program. D-1

5 BANK LETTER OF CREDIT. The irrevocable letter of credit issued by a commercial bank, and in a form, satisfactory to the Authority in its sole discretion, DRAWABLE IN JEFFERSON COUNTY, KENTUCKY, and issued for the account of the Authority and provided in lieu of a Surety Bond. If used as the $50, requirement when submitting a Proposal, the irrevocable letter of credit shall have an expiration date not earlier than 180 calendar days from the Proposal Opening Date. BUSINESS DAY. Every day shown on the calendar as Monday, Tuesday, Wednesday, Thursday, Friday, excluding Saturdays, Sundays, and Authority recognized holidays. CALENDAR DAY. Every day shown on the calendar, including Saturdays, Sundays, and holidays. COMPANY. The individual, partnership, joint venture, firm, corporation or other entity to which the Award is made and which is liable for operating the Advertising Pilot Program in conformance with the Agreement Documents. ENPLANED PASSENGERS. Shall mean all local boarding, interline transfer, and intraline transfer passengers at the Airport. EXTERIOR PASSENGER BOARDING BRIDGE ADVERTISING PILOT PROGRAM OR ADVERTISING PILOT PROGRAM. The agreed scope of operation for financing, designing, constructing, and installing, at Company s sole cost and expense, a high quality, high impact, professional advertising display signs on the exterior of the 12 Authority owned Passenger Boarding Bridges, and soliciting advertisers therefor for a one year term, at the Airport as described in the Proposal Documents and the Advertising Agreement. LANDSIDE BUILDING. That facility on the Airport used primarily for airline ticketing activities, passenger baggage claim and principal passenger convenience concessions and services. PASSENGER BOARDING BRIDE. The facilities at the Airport through which passengers enplane and deplane to and from the Airside Building and aircraft. PAYMENT BOND. The approved form of security furnished by the Company, or its Surety, as a guaranty that the Company will pay in full all bills and accounts for materials, supplies, rentals and labor used in or on the improvements constructed or furnished by the Company, including Kentucky Unemployment Insurance contributions as provided by KRS , and will pay not less than the prevailing wage rate required by the Proposal Documents. PERFORMANCE BOND. The approved form of security furnished by the Company, or its Surety, as a guaranty that the Company will complete the improvements and/or operate the Advertising Pilot Program in accordance with the terms of the Proposal or Agreement Documents. D-2

6 PROPOSAL. All required submissions contained in the written offer of the Proposer, submitted on the attached Proposal Form, to operate the Advertising Pilot Program in accordance with the provisions of the Proposal Documents. PROPOSAL DOCUMENTS. Documents. Shall be defined and have the same meaning as Agreement PROPOSAL OPENING DATE. 2:00 p.m., Local Time, March 24, PROPOSER. Any individual, partnership, firm, joint venture, corporation or other entity, acting directly or through a duly authorized representative, which submits a Proposal for the operation of the Advertising Pilot Program herein offered. SPECIFICATIONS. A part of the Proposal Documents or Agreement Documents which contain the written directions and requirements for qualifying for the Award and operating the Advertising Pilot Program. SURETY. The corporation, partnership, or individual, other than the Company, executing the bonds which are required to be furnished to the Authority by the Company hereunder. Surety shall be licensed to do business in the State of Kentucky. SURETY BOND. The bond described in the Invitation to Submit Proposals, and elsewhere herein, which is submitted with a Proposal, to assure the faithful execution of a Advertising Agreement by the successful Proposer. WRITTEN NOTICE. All notices required by the Proposal Documents or Agreement Documents shall be in writing and shall be sufficient, and shall be deemed received on the date delivered, if hand delivered, or the day after depositing with an overnight courier service, or three business days after mailing if sent by certified or registered mail, postage prepaid, by one party to the other at such receiving party s principal place of business address known to the party giving the notice. II. III. IV. Whenever, in these Proposal Documents or Agreement Documents, the words directed, required, permitted, ordered, designated, prescribed, or words of the like import are used, it shall be understood that the direction, requirement, permission, order, designation, or prescription of the Authority is intended; and similarly, the words approved, acceptable, satisfactory, or words of like import, shall mean approved by, acceptable to, or satisfactory to, the Authority. Whenever the words he, his, him, etc., are used in these Proposal or Agreement Documents it shall be understood that such words mean male, female, or any impersonal business entity. Any reference to specific requirements of a numbered Section, Subsection, Paragraph or Subparagraph of the Proposal or Agreement Documents, or a cited standard in the Specifications, shall be interpreted to include all general requirements of the entire D-3

7 Section, Subsection, Paragraph, Subparagraph, or any Specification item or cited standard, which may be pertinent to such specific reference. D-4

8 INSTRUCTIONS TO PROPOSERS EXTERIOR PASSENGER BOARDING BRIDGE ADVERTISING PILOT PROGRAM LOUISVILLE INTERNATIONAL AIRPORT I. INVESTIGATION OF CONDITIONS. The submission of a Proposal shall constitute conclusive evidence that the Proposer has investigated all technical specifications, site conditions, the manner and environment in which the Advertising Pilot Program will be provided and is aware of circumstances, procedures, and requirements affecting the Advertising Pilot Program to be provided. The attention of the Proposer is specifically directed to, and Proposer will be conclusively presumed to have read and become familiar with, all Proposal Documents. No claim for adjustment of the provisions of the Agreement Documents, and particularly of the Concession Fees/rent to be paid to the Authority, shall be honored, after the Advertising Agreement has been executed by both parties, on the ground that Proposers were not fully informed as to the conditions which do or could exist. THE ATTACHED FORM OF ADVERTISING AGREEMENT IS THE FORM OF ADVERTISING AGREEMENT THE AUTHORITY CONTEMPLATES WILL BE EXECUTED BY THE PARTIES. ANY REQUESTED CHANGES TO THIS FORM OF ADVERTISING AGREEMENT MUST BE SUBMITTED IN WRITING TO THE AUTHORITY ON OR BEFORE THE DUE DATE FOR SUCH PROPOSED CHANGES SET FORTH IN SECTION IX OF THE INSTRUCTIONS TO PROPOSERS ENTITLED PROPOSER S WRITTEN COMMENTS. ALL POTENTIAL PROPOSERS SHALL BE NOTIFIED OF ANY PROPOSED CHANGES THAT ARE ACCEPTED BY THE AUTHORITY THROUGH AN ADDENDUM TO THE PROPOSAL DOCUMENTS, AND IF SUCH CHANGES ARE ACCEPTED BY THE AUTHORITY, THEY SHALL BE INCLUDED IN THE ADVERTISING AGREEMENT THAT SHALL BE EXECUTED BY THE SUCCESSFUL PROPOSER. IN THE EVENT NO PROPOSED CHANGES ARE SUBMITTED, OR THE PROPOSED CHANGES SUBMITTED ARE NOT ACCEPTED BY THE AUTHORITY AND SET FORTH IN AN ADDENDUM TO THE PROPOSAL DOCUMENTS, THEN THE FORM OF ADVERTISING AGREEMENT AS ORIGINALLY PROPOSED BY THE AUTHORITY SHALL BE EXECUTED BY THE SUCCESSFUL PROPOSER. NOTWITHSTANDING THE FOREGOING, THE AUTHORITY SHALL HAVE THE RIGHT TO MAKE NONMATERIAL CHANGES TO THE ADVERTISING AGREEMENT UP TO THE DATE OF EXECUTION BY BOTH PARTIES, AND SHALL ALSO HAVE THE RIGHT TO INSERT THE NAME OF THE SUCCESSFUL PROPOSER AND THE APPLICABLE CONCESSION FEES/RENT. II. PROPOSAL REQUIREMENTS. Proposals not conforming with the following requirements may be rejected: A. Envelopes containing the Proposal Form and all other information required by the Proposal Documents must be submitted in a sealed envelope clearly addressed and identified as follows: ITP-1

9 Louisville Regional Airport Authority Attn: Director of Properties PROPOSAL FOR EXTERIOR PASSENGER BOARDING BRIDGE ADVERTISING PILOT PROGRAM If mailed by regular mail, the sealed envelope containing the Proposal Form and addressed as specified above shall be in an outer envelope addressed to: Louisville Regional Airport Authority Attn: Director of Properties P.O. Box 9129 Louisville, Kentucky If sent by overnight courier service or hand delivered, the sealed envelope containing the Proposal Form and addressed as specified above, shall be in an outer envelope addressed to: Louisville Regional Airport Authority Attn: Director of Properties 700 Administration Drive Louisville, KY B. Proposals must be submitted on the Proposal Form provided as part of the Proposal Documents. C. Proposal responses shall be presented in complete answer form after each question. Please restate the question before furnishing an answer. D. Under Kentucky's Open Records Act, the proposal submitted in response to this solicitation will be subject to inspection by the public, unless an exception to the Open Records Act applies. KRS (1)(c)(1) excludes from the Act's disclosure requirements "records confidentially disclosed to an agency generally recognized as confidential or proprietary, which if openly disclosed would permit an unfair commercial advantage to competitors of the entity that disclosed the records." If Proposers response to this solicitation contains information Proposer deems as confidential or proprietary, Proposal shall clearly mark the pages containing such information as "CONFIDENTIAL" or "PROPRIETARY." Proposers may not classify an entire Proposal as proprietary or confidential. Proposers classifications of information as confidential or proprietary will not be binding upon the Authority. E. Answers to questions in the Proposal Form shall include all necessary information, which accurately represents the Proposer s capabilities, general descriptions of the proposed service, as well as any other pertinent information. ITP-2

10 All attachments shall be organized chronologically and labeled clearly. Omission of any necessary material may be cause for dismissal of the proposal. F. All services must comply in their entirety with the proposal specifications and plans. G. A Proposer s standard form agreement will not be accepted and may be cause for rejection of the Proposer's proposal should they choose to substitute it for the Advertising Agreement contained within this document. PLEASE SEE SECTION I. INVESTIGATION OF CONDITIONS. H. Proposer warrants that the service will conform to its proposal's description and any applicable specifications shall be of good quality and for the known purpose for which it is intended. This warranty is in addition to any standard warranty or service guarantee given by the Proposer to the Authority. I. Proposer must submit, among other things, a statement of its experience in the operation of an advertising program located at an airport or other general public accessible venue and a current financial statement, as required in the Questionnaire, provided as a part of the Proposal Documents. J. Proposer must furnish all additional data, exhibits or statements that it deems essential and pertinent to assure total understanding and evaluation of its Proposal by the Authority. K. Proposals must be submitted in such manner as to make them complete and free from ambiguity, without alterations or erasures, all blank spaces on the Proposal Form filled in and the Proposal Form properly signed by the Proposer or Proposer's legally authorized officer or agent. L. Each Proposal shall be accompanied by a Bank Letter of Credit, which such Bank Letter of Credit shall be DRAWABLE IN JEFFERSON COUNTY, KY, or Surety Bond payable without condition to the Louisville Regional Airport Authority in the amount of $50, This Bank Letter of Credit or Surety Bond will be delivered to the Authority as a guarantee that if the Proposal is accepted, an Advertising Agreement will be entered into within 30 calendar days after the Advertising Agreement is given to the successful Proposer by the Authority for execution. Such Bank Letter of Credit or Surety Bond shall be drawn against by the Authority, and the amount so drawn shall constitute the agreed amount of liquidated damages if the successful Proposer fails to enter into the Advertising Agreement within the stipulated time. The Bank Letter of Credit or Surety Bond of the successful Proposer shall be returned upon receipt of a fully executed Advertising Agreement and security deposit as specified in these Proposal Documents. Surety of unsuccessful Proposers will be returned within 120 calendar days after the successful Proposer has been issued notice of the Award. M. Proposers must sign and have notarized, the "Proposers Affidavit" which is a part of the Proposal Form. This affidavit covers non-collusion and non-conflict of ITP-3

11 interest. Any Proposal that does not include the properly executed affidavit will be declared invalid. N. Where signatures are required in the Proposal or Proposal Forms, black ink shall not be used. O. Proposer must submit 5 copies of its Proposal with one being the Original and labeled as such. III. REJECTION OR ACCEPTANCE OF PROPOSALS. At any time, up to the hour and date set for receipt of Proposals, Proposer may withdraw its Proposal. After the scheduled time for receipt of Proposals, Proposer will not be permitted to withdraw its Proposal and the submission of a Proposal will constitute a continuing offer to the Authority, for a period of 120 Calendar Days following the due date for Proposals. The Authority reserves the right to waive any informality or irregularity in any Proposal, Bank Letter of Credit or Surety Bond, to negotiate for the modification of any Proposal, to accept that Proposal which, in the Authority s sole judgment, is deemed the most desirable and advantageous to the Authority even if such Proposal does not offer the highest monetary return to the Authority, to reject any and all Proposals, or to readvertise for Proposals, to such extent as the Authority, in its sole opinion, deems necessary or desirable. Any Proposal that is incomplete, conditional, ambiguous, obscure or which contains additions or alterations not called for, or irregularities of any kind, may be rejected for such reason or reasons. If a successful Proposer refuses to enter into an Advertising Agreement within 30 calendar days after the Advertising Agreement is delivered to the successful Proposer for execution, the right is reserved to accept the Proposal of any other qualified Proposer that submitted a bona fide Proposal in response to this Proposal Document, without readertisement. IV. DISQUALIFICATION OF PROPOSAL. Any of the following causes may be considered as sufficient for the disqualification of a Proposer and the rejection of a Proposal: A. Submission of more than one Proposal hereunder by an individual, firm, joint venture, corporation, limited liability company or other entity under the same or different names; B. Failure to submit required Surety Bond or Bank Letter of Credit, which such Bank Letter of Credit shall be DRAWABLE IN JEFFERSON COUNTY, KY; C. Evidence of collusion among Proposers; D. A Proposer s default or arrearage under any previous or existing agreement with the Authority; E. Existence of any unresolved claims between the Proposer and the Authority; or F. A Proposer s default or arrearage under any other previous or existing agreement for the operation of an advertising program with anyone other than the Authority. ITP-4

12 V. INCOMPLETE PROPOSALS. The Authority may consider incomplete any Proposal not prepared and submitted in accordance with the provisions of these Proposal Documents. Any alteration, omission, or addition to the Proposal Form or any unauthorized conditions, limitations or provisions attached to a Proposal may render it incomplete and may be sufficient cause for its rejection. The Authority may also consider the Proposal incomplete and may reject it if: A. The Proposal Form furnished herein is not used or is altered; B. There are alternate Proposals not called for or irregularities of any kind that may tend to make the Proposal indefinite or ambiguous; C. The rent or concession fees contained in the Proposal are unbalanced in the Authority s sole judgment, either in excess of or below the Authority s analysis; or D. Any documents necessary for Proposal purposes are not complete, are improperly executed or are missing. VI. VII. NOTICE OF AWARD. It is anticipated that the Authority will give notice of the Award to the successful Proposer within 60 calendar days after the Proposals are received. However, the Authority reserves a period of 120 calendar days after such receipt during which time notice of the Award may be given. Proposer to whom the Advertising Pilot Program privilege is Awarded shall, within 30 calendar days of the date of delivery by the Authority of the Advertising Agreement, deliver the Advertising Agreement to the Authority fully executed, along with the Performance Bond and evidence of insurance coverage required in the Advertising Agreement. All such documents must be executed and delivered by the Proposer and approved by the Authority before the Advertising Agreement will be executed and returned to the Proposer by the Authority. The Authority reserves the right to cancel the Award without liability, except for the return of the Bank Letter of Credit or Surety Bond to the Proposer, at any time before the Advertising Agreement has been fully executed by both parties. Failure upon the part of the successful Proposer, to whom the Advertising Pilot Program has been awarded, to execute and deliver the Advertising Agreement and other documents required above within 30 calendar days after the date of the Advertising Agreement is delivered to such successful Proposer by the Authority, shall be just cause for cancellation of the Award by the Authority and shall give the Authority the right to present and draw against the Bank Letter of Credit or to make demand upon the Surety Bond, not as a penalty but in liquidation of damages sustained. The Award may be made to another qualified Proposer, or all Proposals rejected, in the Authority s sole discretion. GENERAL. The following general conditions relate to the submission of Proposals and any Award to be made as a result thereof: A. The Advertising Agreement, if it be Awarded, shall be Awarded by the Authority in response to the Proposal offered by a responsible and qualified Proposer who, in the Authority s sole opinion, best meets all of the goals and requirements stated ITP-5

13 elsewhere in these Proposal Documents. Responsibility and qualification of Proposers shall be determined by the Authority in its sole judgment from the information furnished by the Proposer as well as from any other sources determined to be appropriate by the Authority. An Award will not be made until after such investigations as are deemed appropriate are made regarding the experience, financial responsibility, and other qualifications of the Proposer. B. The Authority shall not be obligated to respond to any Proposal submitted nor shall the Authority be legally bound in any manner whatsoever by the submission of a Proposal by any Proposer. C. Any Advertising Agreement arising out of any Proposal submitted hereunder, and any negotiations that may follow, shall not be binding or valid against the Authority, its officers, employees or agents unless executed by the Authority and the Company in accordance with applicable laws. D. Statistical information contained in these Proposal Documents is for information purposes only. The Authority is not responsible for any inaccuracies or interpretations of said data. E. Attorneys-in-fact who sign Surety Bonds and Performance Bonds must file with such bonds a certified copy of their power of attorney to sign such bonds. All bonds must be counter-signed by a resident Kentucky agent of the Surety, with proof of agency attached. F. The Authority specifically reserves the right, in its sole discretion, to reject any and all Proposals and reserves the right to waive technicalities if such waiver is deemed by the Authority, in its sole discretion, to be in the best interests of the Authority. VIII. EXPLANATION WRITTEN AND ORAL. Should there be any doubts as to the meaning or content of these Proposal Documents, the Proposer shall at once notify Darrell D. Watson, Director of Properties, by means listed in Section IX. PROPOSER S WRITTEN COMMENTS below. Corrections, changes or clarifications, if required, will be made in written addenda to all who have received the Proposal Documents. The Authority will not be responsible for any oral instructions, interpretations or explanations. IX. PROPOSER S WRITTEN COMMENTS. Proposers shall submit all questions and comments on the Proposal Documents, if any, in writing at the following addresses, Louisville Regional Airport Authority, (regular mail) P.O. Box 9129, Louisville, KY 40209, (overnight courier or hand delivery) 700 Administration Drive, Louisville, KY 40209, (facsimile) (502) , or electronic mail to address darrell.watson@flylouisville.com, which all submissions shall be received no later than 4:00 p.m., local time, on March 4, ITP-6

14 X. PRE-PROPOSAL CONFERENCE. The Authority will conduct a Pre-Proposal Conference for this Advertising Pilot Program beginning at 2:00 p.m., local time, on February 25, 2010, for the purpose of reviewing the Proposal Documents. The Pre- Proposal Conference will be held in the Administrative Offices of the Louisville Regional Airport Authority, 700 Administration Drive, Louisville, Kentucky Questions from potential Proposers will be entertained at this time, and if requested, a tour of the exterior of the Passenger Boarding Bridges will be conducted. For security purposes, those wishing to conduct the tour shall bring current government issued picture identification such as a driver s license or a passport. XI. GRATUITIES AND KICKBACKS. The Proposer shall not offer, give or agree to give any Authority employee, any member of the Board of Directors of the Authority or former Authority employee a gratuity or an offer of employment in connection with any decision, approval, disapproval, recommendation, or preparation of any part of a program requirement, influencing the content of any specification or procurement standard, rendering of advice, investigation, auditing or in other advisory capacity in any proceeding of application, request for ruling, determination, claim or controversy. ITP-7

15 GENERAL CONDITIONS EXTERIOR PASSENGER BOARDING BRIDGE ADVERTISING PILOT PROGRAM LOUISVILLE INTERNATIONAL AIRPORT I. GENERAL DESCRIPTION AND ADVERTISING PILOT PROGRAM CONCEPT. The Authority is inviting proposals for the exclusive right and privilege for a qualified proposer (the Proposer ) to manage and operate a pilot program for an exterior advertising display concession on 12 Authority owned Passenger Boarding Bridges (the PBBs ) at Louisville International Airport in Louisville, Kentucky (the Airport ). The successful Proposer will be responsible for financing, designing, constructing, and installing, at its sole cost and expense, high quality, high impact, professional advertising display signs (the Signs ) on the exterior of the PBBs for a one-year term and soliciting advertisers for such Signs, all as set forth in the Proposal Documents referred to below. The purpose of the Exterior Passenger Boarding Bridge Advertising Pilot Program (the Advertising Pilot Program ) is to provide advertisers a high impact and unique avenue to showcase their brand to the approximately 3.3 million passengers and other users of the Airport. II. III. ASSIGNED AREAS. The Company will be allowed to place Signs in assigned areas (the Assigned Areas ) of its advertisers logo or slogan on the exterior of 12 Authority owned PBBs. The Assigned Areas consists of 24 advertising faces of approximately 9 feet high and 21 feet wide on each side of the 12 PBBs (See attached Exhibit B hereto for examples). The Assigned Areas will be designated as such in the Advertising Agreement with the Authority, and are presented in Exhibit A attached hereto. The subject matter of the Signs shall be limited to those which propose a commercial transaction ( commercial transaction does not include political or religious views) and shall not (i) relate to an illegal activity; (ii) depict violence or contain words or images that arouse anger, alarm or resentment among others; (iii) advertise services in direct competition with the Authority s business objectives; (iv) contain obscene matter or contain statements or words of an obscene, indecent or immoral character, or any picture or illustration of the human figure in such detail as to offend public morals or decency or appeals to those with prurient taste; (v) contain false, misleading, or deceptive language; (vi) contain material that is offensive to the ordinary person; or (vii) contain wording, pictures, graphics or representations of alcoholic or tobacco products. FACILITIES, EQUIPMENT AND INSTALLATION. The Company shall be responsible for financing, designing, constructing, and installing, at its sole cost and expense, high quality, high impact, professional Signs on the Assigned Areas that will display the advertiser s logo or branded slogan at the commencement of the Advertising Agreement (the Initial Installation ). The Authority will provide detailed specifications on the methods used to attach the Signs to the PBBs. Prior to commencing any Initial Installation, detailed plans of the Sign s content, including proposed layout of logo or branded slogan, shall be submitted by the Company to the Authority for written approval. After receiving written final Authority approval of the plans, layout of logo and slogan on the Sign, and specifications, Company shall engage a qualified contractor(s) to install the Signs. After award of a contract, it shall be GC-1

16 Company s sole responsibility and expense to carry out the installation of the Initial Installation and provide to the Authority the applicable insurance certificates of the contractor. Installation shall commence promptly and shall be scheduled so as to cause as little interruption to Airport operations and inconvenience to customers and other users of the Airport as possible. IV. UTILITIES. No utilities will be used in the performance of the Advertising Pilot Program. V. INSURANCE. The Company will be required to maintain insurance as provided in the Advertising Agreement and name the Authority as additional insured on such insurance. The Company shall require its contractors performing work at the Airport to provide insurance as required in the Advertising Agreement. VI. PROPOSER QUALIFICATIONS. Each Proposer shall, at the time a Proposal is submitted, furnish the Authority satisfactory evidence of its competency to operate, manage and install the Advertising Pilot Program. Such evidence of competency, unless otherwise specified, shall consist of statements covering the Proposer s past experience managing and operating similar advertising programs, current operations, and a list of key personnel that will be available and their experience. In addition, each Proposer shall, at the same time, furnish the Authority satisfactory evidence of its financial responsibility. Such evidence of financial responsibility, unless otherwise specified, shall consist of a confidential statement or report of the Proposer s financial resources and liabilities as of the last calendar year or the Proposer s last fiscal year. At the time of submitting such financial statements or reports, the Proposer shall further certify that its financial responsibility is approximately the same, or better, at the time the Proposal is submitted, as it was stated or reported by the certified public accountant. If the Proposer s financial responsibility had changed, the Proposer shall qualify the public accountant s statement or report to reflect Proposer s true financial condition at the time such qualified statement or report is submitted to the Authority. In order to be considered qualified to operate the Advertising Pilot Program hereunder, each Proposer shall meet the following minimum qualifications: A. Must be able to provide proof of the skill, experience and financial backing necessary to manage and operate an advertising program that is of similar scope and complexity as that which is contemplated in these Proposal Documents, and be able to finance, design, construct, and install high quality, high impact, professional signs on the exterior of the PBBs. B. Must show evidence of a comprehensive sales organization capable of procuring advertising contracts from local, regional and national advertisers. C. It is mandatory that the individual, partnership, joint venture, corporation, limited liability company or other entity submitting a Proposal itself, either as presently constituted or existing as a result of some business reorganization, have the above minimum qualifications and if such is found not to be the case, any Proposal submitted by such individual, partnership, joint venture, corporation, or limited liability company will be rejected. In the case of a Proposal submitted by a GC-2

17 partnership or joint venture, at least one of the general partners thereof or one of the constituent members of such joint venture must possess said minimum qualifications. VII. BASIS FOR MAKING A FINANCIAL PROPOSAL FOR ADVERTISING PILOT PROGRAM. A. Commencing on the Commencement Date and continuing for the term hereof, Company agrees to pay Authority a Concession Fee as monthly rent for the rights and privileges herein granted by Authority, an amount equal to the greater of: 1. % of monthly Gross Receipts; or 2. a Minimum Monthly Guarantee of (minimum $2,000.00) per PBB; whichever is greater. B. The term Gross Receipts shall mean any and all revenue generated by the Company from the operation of the Advertising Pilot Program and shall include all monies paid or payable to Company or Company s subcontractor or supplier of services for sales made or services performed at or from the Airport, regardless of when, where, or whether the business transaction occurs on or off Airport property, including all revenues of every kind and character derived from, arising out of, or payable on account of the business conducted by Company, subcontractor, supplier of services or from the operations of Company under this Advertising Agreement, whether payment is made by cash, credit card, pre-paid card, or otherwise, and whether the same shall be paid or unpaid; provided, however, the following shall be excluded from the definition of Gross Receipts: (i) any amount paid by advertisers in connection with design, fabrication or installation of any advertiser s display/graphics, (ii) any sales or use taxes, separately stated and paid by advertisers now or hereafter levied or imposed, (iii) bona fide fees or allowances termed agency commissions to the extent actually paid to, and fully retained by, an accredited advertising agency other than Company for the placement of advertising contracts on behalf of Company; provided, however, when such fees or allowances are required to be paid, they be so identified in Company s accounting records, and provided further that such deductions be only for the actual amount of such fee or allowance and shall not exceed fifteen percent (15%) of the gross monthly contract amount of each contract to which they are specifically related. C. The Minimum Monthly Guarantee shall be paid monthly in advance on or before the first calendar day of each month. Within 15 calendar days after the end of each calendar month, Company shall, in addition, pay to Authority such an amount which, when added to the Minimum Monthly Guarantee previously paid Authority for that month, will make the total amount of the Concession Fee paid to Authority equal to not less than the percentage of Company's Gross Receipts for that preceding GC-3

18 month and shall submit with such payment a detailed report of such Concession Fee. Payments not made on or before the due dates shall accrue interest, from the date due until paid, at the rate set forth in Authority's Regulations as may be amended from time to time. VIII. EVALUATION OF PROPOSALS. Each Proposal received will be fully evaluated on the basis of qualifications and criteria and factors deemed by the Authority to be of importance and consequence for operating the Advertising Pilot Program. The determining criteria and factors to be considered in the evaluation of Proposals will include, but not necessarily be limited to the following, listed in no particular order: A. Concession Fees proposed by Proposer; B. Economic return to the Authority; C. Local/regional/national marketing program, which includes a description of the programs proposed for use; D. Proposer s overall experience in the services to be provided; E. Amount of investment in the signage to be installed by Proposer; F. Design of signage and finishes; G. Replacement schedule of signage; and H. Proposer s financial condition. IX. BASIS FOR AWARD OF ADVERTISING PILOT PROGRAM. The Authority will make the Award to the Proposer, who, in the Authority s sole judgment is determined to be the best qualified and responsible Proposer and whose Proposal, in the Authority s sole judgment, is deemed the most desirable and advantageous to the Authority, even if such Proposal does not offer the highest monetary return to the Authority. The Award is expected to be made within 60 calendar days after the opening of Proposals, but in no case will an Award be made until the financial responsibility, operational ability, and standards of the successful Proposer have been investigated and found by the Authority, in the Authority s sole discretion, to provide adequate assurance of the Proposer s ability to fulfill the terms of the Advertising Agreement. The Authority reserves the right to waive any formality or irregularity in any Proposal, Bank Letter of Credit or Surety Bond, to reject any or all Proposals or to negotiate for the modification of any Proposal with its Proposer. Submission of a Proposal shall obligate the Proposer to enter into an Advertising Agreement with the Authority in accordance with the accepted Proposal and these Agreement Documents. It is specifically understood that the Authority may accept any Proposal in its entirety without negotiation, and the Proposer shall be obligated to enter into an Advertising Agreement with the Authority reflecting that Proposal. GC-4

19 X. GENERAL INFORMATION. A. The number of enplaned and deplaned passengers using the Airport, for the fiscal year (July 1 through June 30) indicated, are as follows: FY2010 Enplaned Deplaned Total July , , ,578 August 134, , ,830 September 132, , ,355 October 152, , ,934 November 130, , ,174 December 128, , ,596 January February March April May June TOTAL FY2009 Enplaned Deplaned Total July , , ,565 August 150, , ,832 September 141, , ,546 October 159, , ,751 November 129, , ,173 December 131, , ,480 January , , ,537 February 110, , ,467 March 136, , ,475 April 124, , ,613 May 146, , ,207 June 155, , ,742 TOTAL 1,665,712 1,662,676 3,328,388 FY2008 Enplaned Deplaned Total July , , ,930 August 165, , ,792 September 157, , ,580 October 186, , ,246 November 162, , ,167 December 145, , ,935 January , , ,751 February 138, , ,582 March 164, , ,558 April 158, , ,818 May 183, , ,296 June 178, , ,401 TOTAL 1,957,183 1,945,873 3,903,056 GC-5

20 FY2007 Enplaned Deplaned Total July , , ,219 August 151, , ,012 September 145, , ,902 October 163, , ,097 November 151, , ,486 December 142, , ,374 January , , ,003 February 126, , ,953 March 154, , ,240 April 154, , ,750 May 178, , ,442 June 177, , ,116 TOTAL 1,839,166 1,824,428 3,663,594 FY2006 Enplaned Deplaned Total July , , ,190 August 155, , ,870 September 158, , ,099 October 172, , ,667 November 153, , ,459 December 144, , ,450 January , , ,341 February 132, , ,149 March 166, , ,725 April 149, , ,442 May 171, , ,408 June 169, , ,886 TOTAL 1,883,500 1,877,186 3,760,686 FY2005 Enplaned Deplaned Total July , , ,716 August 140, , ,028 September 136, , ,317 October 161, , ,217 November 141, , ,763 December 137, , ,557 January , , ,047 February 125, , ,072 March 151, , ,586 April 150, , ,334 May 174, , ,643 June 175, , ,234 TOTAL 1,787,116 1,776,746 3,563,862 GC-6

21 FY2004 Enplaned Deplaned Total July , , ,465 August 136, , ,570 September 133, , ,817 October 149, , ,980 November 136, , ,043 December 136, , ,741 January , , ,467 February 119, , ,034 March 152, , ,381 April 132, , ,030 May 162, , ,580 June 161, , ,859 TOTAL 1,694,185 1,683,782 3,377,967 B. Paragraph A is furnished for information purposes only. The Authority does not guarantee the correctness of the figures and dates, and is not responsible to any Proposer that uses or relies on such figures in calculating its Proposal. [Intentionally Left Blank] GC-7

22 PROPOSAL FORM EXTERIOR PASSENGER BOARDING BRIDGE ADVERTISING PILOT PROGRAM LOUISVILLE INTERNATIONAL AIRPORT I. The undersigned, having fully examined all the Proposal Documents for the Award of an Advertising Agreement for the operation of the Exterior Passenger Boarding Bridge Advertising Pilot Program described therein and having become familiar with the specifications, requirements and procedures therefor, hereby proposes and offers to perform all obligations associated therewith and agrees to pay to the Authority Concession Fee as rent as in the following manner for the term of the Advertising Agreement: A. Commencing on the Commencement Date and continuing for the term hereof, Company agrees to pay Authority a Concession Fee as monthly rent for the rights and privileges herein granted by Authority, an amount equal to the greater of: 1. % of monthly Gross Receipt; or 2. a Minimum Monthly Guarantee of (minimum $2,000.00) per PBB; whichever is greater. B. The term Gross Receipts shall mean any and all revenue generated by the Company from the operation of the Advertising Pilot Program and shall include all monies paid or payable to Company or Company s subcontractor or supplier of services for sales made or services performed at or from the Airport, regardless of when, where, or whether the business transaction occurs on or off Airport property, including all revenues of every kind and character derived from, arising out of, or payable on account of the business conducted by Company, subcontractor, supplier of services or from the operations of Company under this Advertising Agreement, whether payment is made by cash, credit card, pre-paid card, or otherwise, and whether the same shall be paid or unpaid; provided, however, the following shall be excluded from the definition of Gross Receipts: (i) any amount paid by advertisers in connection with design, fabrication or installation of any advertiser s display/graphics, (ii) any sales or use taxes, separately stated and paid by advertisers now or hereafter levied or imposed, (iii) bona fide fees or allowances termed agency commissions to the extent actually paid to, and fully retained by, an accredited advertising agency other than Company for the placement of advertising contracts on behalf of Company; provided, however, when such fees or allowances are required to be paid, they be so identified in Company s accounting records, and provided further that such deductions be only for the actual amount of such fee or allowance and shall not PF-1

23 exceed fifteen percent (15%) of the gross monthly contract amount of each contract to which they are specifically related. C. The Minimum Monthly Guarantee shall be paid monthly in advance on or before the first calendar day of each month. Within 15 calendar days after the end of each calendar month, Company shall, in addition, pay to Authority such an amount which, when added to the Minimum Monthly Guarantee previously paid Authority for that month, will make the total amount of the Concession Fee paid to Authority equal to not less than the percentage of Company's Gross Receipts for that preceding month and shall submit with such payment a detailed report of such Concession Fee. Payments not made on or before the due dates shall accrue interest, from the date due until paid, at the rate set forth in Authority's Regulations as may be amended from time to time. II. Proposal Guaranty: Within 30 calendar days after delivery by the Authority of the Advertising Agreement ready for execution, and as requested to do so, the undersigned will execute the Advertising Agreement and return it to the Authority forthwith. Attached hereto is a Bank Letter of Credit, drawable in Jefferson County, KY, or Surety Bond in the amount of $50, payable without condition to the Louisville Regional Airport Authority, which may be retained by the Authority as liquidated damages, and not as a penalty, in the event the undersigned fails to execute the Advertising Agreement in the time specified or otherwise fails to comply with the Proposal Documents. III. Questionnaire and Financial Statement: There is attached hereto the completed Proposer s Experience and Qualification Questionnaire, as required by the Authority, stating the Proposer s experience in the conduct of an advertising program, a financial statement, prepared in accordance with generally accepted accounting principles, and other evidence of ability to conduct the Advertising Pilot Program satisfactorily, that Proposer certifies it fully meets or exceeds all standards and criteria established by the Authority, as set forth in the Proposal Documents, for operation of the Advertising Pilot Program. IV. Other Evaluation Information and Data: In addition to the information required in paragraphs I, II, and III above, Proposer also submits, as an attachment hereto, all other data necessary to evaluate this Proposal, which shall include, but not be limited to, the following: A. Concession Fees proposed by Proposer; B. Economic return to the Authority; C. Local/regional/national marketing program, which includes a description of the programs proposed for use; D. Proposer s overall experience in the services to be provided; E. Amount of investment in the signage to be installed by Proposer; PF-2

24 F. Design of signage and finishes; G. Replacement schedule of signage; and H. Proposer s financial condition. V. Proposal Documents: The undersigned hereby acknowledges receipt of copies of the Proposal Documents for the Advertising Pilot Program, acknowledges that the same have been reviewed prior to the execution of this Proposal, and acknowledges that the facilities at the Airport have been inspected, to the extent possible, by the undersigned, who has become thoroughly familiar therewith. The undersigned further acknowledges the right of the Authority to reject any and all Proposals submitted. VI. Addenda: The undersigned acknowledges receipt of Addenda as listed below and represents that any additions or modifications to, or deletions from, the conditions, provisions, or services called for in these Addenda, are included in this Proposal. Addendum No. Addendum No. Addendum No. Addendum No. Addendum No. Date (Note: If no Addenda have been received, write in None. ) [Intentionally Left Blank] PF-3

25 VII. Affidavit. Attached hereto is the executed and notarized Proposer's Affidavit as required in the Instructions to Proposers. The undersigned also specifically acknowledges the fact that the Authority's primary responsibility in awarding this Advertising Pilot Program is to provide companies a high impact and unique avenue to showcase their brand to the approximately 3.3 million passengers and other users of the Airport. Dated at this day of, WITNESS: Signed by: Proposer By: Title: PF-4

26 PROPOSERS AFFIDAVIT FOR EXTERIOR PASSENGER BOARDING BRIDGE ADVERTISING PILOT PROGRAM State of ) ss County of ) Affiant,, being first duly sworn, deposes and says: (1) Affiant does hereby state that neither the Proposer nor any of Proposer's officers, partners, owners, agents, representatives, employees, or parties in interest, has in any way colluded, conspired, or agreed, directly or indirectly with any person, firm, corporation or other Proposer or potential Proposer in regard to the amount, terms or conditions of this Proposal and has not paid or agreed to pay, directly or indirectly any person, firm, corporation or other Proposer or potential Proposer any money or other valuable consideration for assistance in procuring or attempting to procure the Advertising Agreement and has not agreed, directly or indirectly, with any person, firm, corporation or other Proposer or potential Proposer to fix the prices in the attached Proposal or the Proposal of any other Proposer, and further states that no such money or other reward will be hereinafter paid. (2) Affiant further states that it has neither recommended or suggested to the Authority, or any of its members, officers or employees, any of the terms or provisions set forth in the Proposal Documents, except at a meeting open to all interested Proposers, of which proper notice was given. (3) Affiant further states that no officer or stockholder of the Proposer is a member of the Authority or its staff, or related to any members of the Authority or its staff, except as noted herein below: Signed: Title PF-5

27 ACKNOWLEDGEMENT (Statutory Short Forms) 1. For a corporation: STATE OF COUNTY OF The foregoing instrument was subscribed, sworn to, and acknowledged before me this day of, 2010, by of (Name and title of officer or agent) (Corporation) a corporation, on behalf of the corporation. (Where incorporated) 2. For a partnership: My commission expires: STATE OF COUNTY OF Notary Public The foregoing instrument was subscribed, sworn to, and acknowledged before me this day of, 2010, by, partner (or agent) on behalf of (Acknowledging partner or agent), a partnership. (Name of partnership) My commission expires: Notary Public PF-6

28 3. For a joint venture: STATE OF COUNTY OF The foregoing instrument was subscribed, sworn to, and acknowledged before me this day of, 2010, by, of, (Name and title of officer or agent) (Joint Venture) on behalf of the joint venture. My commission expires: Notary Public 4. For a limited liability company: STATE OF COUNTY OF The foregoing instrument was subscribed, sworn to, and acknowledged before me this day of, 2010, by, of, (Name and title of officer or agent) (Limited Liability Company) on behalf of the limited liability company. My commission expires: Notary Public PF-5

29 5. For an individual acting in his own right: STATE OF COUNTY OF The foregoing instrument was subscribed, sworn to, and acknowledged before me this day of, 2010, by. (Person acknowledging) My commission expires: Notary Public [Intentionally Left Blank] PF-6

30 PROPOSER S EXPERIENCE AND QUALIFICATIONS QUESTIONNAIRE EXTERIOR PASSENGER BOARDING BRIDGE ADVERTISING PILOT PROGRAM LOUISVILLE INTERNATIONAL AIRPORT The Proposer hereby certifies the truth and correctness of all statements and of all answers to questions herein. Omissions, inaccuracy, or misstatement may be cause for rejection of a Proposal. All information requested in this questionnaire must be furnished by the Proposer and must be submitted with the Proposal. Statements must be complete, accurate and in the form requested. If more space is necessary for answering any of the questions in this questionnaire, use the reverse side of the pertinent page or additional sheets as required. 1. Name and address of Proposer exactly as it should appear on the Advertising Agreement. 2. Address of Proposer, if different from above, for purposes of notice or other communication relating to the Proposal and Advertising Agreement. (If Proposer is other than an individual, provide the name of an individual who is authorized to answer for Proposer): Telephone Number Fax Number 3. Proposer intends to operate the Advertising Pilot Program with which this Proposal is concerned as a Sole Proprietorship ; Partnership ; Corporation ; Limited Liability Company ; Joint Venture ; or Explain: 4. If Proposer is a franchisee or licensee of a national firm, Proposer should also provide information for such parent or authorizing firm, as appropriate, as is required to be furnished by the Proposer on the following pages. Q-1

31 CORPORATION STATEMENT If a corporation, answer the following: 1. When incorporated? 2. Where incorporated (state)? 3. Is the corporation authorized to do business in Kentucky? Yes No If so, as of what date? 4. Furnish the following information on the principal officers of the corporation. NAME TITLE ADDRESS PARTNERSHIP STATEMENT If a partnership, answer the following: 1. Date of Organization 2. General Partnership Limited Partnership 3. Has the partnership done business in Kentucky? Yes No 4. Name and address of each general partner: NAME ADDRESS Q-2

32 LIMITED LIABILITY COMPANY STATEMENT If a limited liability company, answer the following: 1. When established? 2. Where established (state)? 3. Is the company authorized to do business in Kentucky? Yes No If so, as of what date? 4. Furnish the following information on the members of the limited liability company. NAME TITLE ADDRESS JOINT VENTURE STATEMENT If a joint venture, answer the following: 1. Date of Organization 2. Has the Joint Venture done business in Kentucky? Yes No When? 3. Name and address of each Joint Venturer: Name Address Q-3

33 SOLE PROPRIETORSHIP If Sole Proprietorship, furnish the following: Proprietor's Name in Full Address Company Name Company Address How long in business under this Company name? [Intentionally Left Blank] Q-4

34 General Information: STATEMENT OF QUALIFICATION AND EXPERIENCE 1. Name of Proposer 2. Number of years Proposer has been engaged in its business. Indicate beginning and ending year. 3. What is the nature of your experience in similar advertising programs and state your Company s other advertising ventures. (Attach answer) 4. Give names, addresses, and telephone numbers for landlords or other contract parties, preferably airports, if any, for not less than three, if applicable, operations listed in paragraph 4 above. (Attach answer). 5. Give name, location and dates of advertising contracts, if any, that have been terminated within the past two years either voluntarily or involuntarily, prior to the expiration of their term and also list any judgments terminating, or any pending lawsuits for the termination of advertising contract (s) by you within the past two years. (Attach answer). 6. Names and experience of key personnel. (Attach answer). 7. List Banking References (including full address, telephone number and name of account representative). (Attach answer). 8. Give names and addresses of at least four references, two references as to your financial ability and two as your technical ability to carry on the business. Reference letters from responsible persons may be submitted. (Attach answer). Q-5

35 1. FINANCIAL STATEMENTS: FINANCIAL INFORMATION Submit a Balance Sheet and an Income Statement prepared in accordance with generally accepted accounting principles, reflecting your current financial condition. In addition, submit a copy of your last annual report prepared by an independent accountant who is not a regular employee of the Proposer. (Please attach) PLEASE CERTIFY BY ATTACHING WRITTEN ACKNOWLEDGEMENT THAT AT THE TIME OF SUBMITTING SUCH FINANCIAL STATEMENTS OR REPORTS, THE PROPOSER S FINANCIAL CONDITION IS APPROXIMATELY THE SAME, OR BETTER, AT THE TIME THE PROPOSAL IS SUBMITTED, AS IT WAS STATED OR REPORTED BY THE CERTIFIED PUBLIC ACCOUNTANT. IF THE PROPOSER S FINANCIAL RESPONSIBILITY HAD CHANGED, THE PROPOSER SHALL QUALIFY THE PUBLIC ACCOUNTANT S STATEMENT OR REPORT TO REFLECT THE PROPOSER S TRUE FINANCIAL CONDITION AT THE TIME SUCH QUALIFIED STATEMENT OR REPORT IS SUBMITTED TO THE AUTHORITY. 2. SURETY INFORMATION Have you ever had a bond or surety cancelled or forfeited? Yes No If yes, state name of bonding company, date, amount of bond and reason for such cancellation or forfeiture. 3. BANKRUPTCY INFORMATION: Have you ever been declared bankrupt? Yes No If yes, state date, court jurisdiction, amount of liabilities and amount of assets. Q-6

36 The undersigned hereby attest to the truth and accuracy of all statements, answers and representations made in this Questionnaire, including all supplementary statements attached hereto (individual, partner, joint venturer, authorized officer of corporation). Title Title Title Title [SEAL] Dated, 2010 Q-7

37 EXTERIOR PASSENGER BOARDING BRIDGE ADVERTISING PILOT PROGRAM AGREEMENT AT LOUISVILLE INTERNATIONAL AIRPORT LOUISVILLE REGIONAL AIRPORT AUTHORITY AND [COMPANY]

38 TABLE OF CONTENTS Page SECTION 1. TERM...1 SECTION 2. PERMITTED USES, PRIVILEGES AND ADVERTISING STANDARDS...1 SECTION 3. ASSIGNED AREAS...2 SECTION 4. SECTION 5. SECTION 6. ACCESS BY AUTHORITY...3 PAYMENT PROVISIONS...3 PERFORMANCE BOND...4 SECTION 7. ATTACHMENT OF PROPERTY FOR DEBT...5 SECTION 8. INSTALLATION OF IMPROVEMENTS AND TENANT FINISHES...5 SECTION 9. ASSIGNMENT OR TRANSFER...7 SECTION 10. TAXES...7 SECTION 11. LAWS AND REGULATIONS...7 SECTION 12. AIRPORT ACCESS, SAFETY AND SECURITY...8 SECTION 13. INDEMNIFICATION...8 SECTION 14. INSURANCE...9 SECTION 15. AUTHORITY NOT LIABLE FOR DAMAGE...9 SECTION 16. INDEPENDENT CONTRACTOR...9 SECTION 17. MAINTENANCE...10 SECTION 18. NONDISCRIMINATION...11 SECTION 19. DISADVANTAGED BUSINESS ENTERPRISE...13 SECTION 20. TERMINATION BY COMPANY...13 SECTION 21. TERMINATION BY AUTHORITY...13 SECTION 22. OBLIGATIONS IN EVENT OF DEFAULT...14 SECTION 23. DEED AND RESTRICTIONS...15 SECTION 24. NOTICES i-

39 TABLE OF CONTENTS (continued) Page SECTION 25. SURRENDER OF POSSESSION...16 SECTION 26. WAIVER OF DEFAULT...16 SECTION 27. SEPARABILITY...16 SECTION 28. HEADINGS...17 SECTION 29. COMPANY AND SUBTENANT S TRADE NAMES...17 SECTION 30. NO BROKERS INVOLVED...17 SECTION 31. PENDING CONSTRUCTION...17 SECTION 32. ATTORNEY S FEES...17 SECTION 33. NON-MERGER CLAUSE...17 SECTION 34. INCORPORATION OF DOCUMENTS; ENTIRE AGREEMENT...18 SECTION 35. GOVERNING LAW; ENTIRE AGREEMENT...18 SECTION 36. ACTIONS RELATING TO OR ARISING OUT OF THIS AGREEMENT ii-

40 EXTERIOR PASSENGER BOARDING BRIDGE ADVERTISING PILOT PROGRAM AGREEMENT THIS EXTERIOR PASSENGER BOARDING BRIDGE ADVERTISING PILOT PROGRAM AGREEMENT (the Agreement ), made and entered into this day of, 2010, (the Effective Date ) by and between the LOUISVILLE REGIONAL AIRPORT AUTHORITY, a body politic and corporate ( Authority ) and [COMPANY], a ( Company ). WITNESSETH: For and in consideration of the covenants and agreements hereinafter contained and other valuable consideration, the parties agree for themselves, their successors and assigns, as follows: SECTION 1. TERM 1.1 This Agreement shall become binding upon execution by both parties. The Agreement shall be for a term of one year commencing June 1, 2010 (the Commencement Date ), and ending May 31, Upon the expiration or other termination of this Agreement, Company s right to use the Assigned Areas, facilities, rights, licenses, services and privileges herein granted shall cease, and Company shall forthwith upon such expiration or termination surrender the same. The continued occupancy and use of the Assigned Areas by Company after the expiration of the term of the Agreement shall not result in the automatic renewal of this Agreement under KRS (1) or any similar statute then in effect, or otherwise, nor shall Authority s failure to object to or resist such continued occupancy operate to extend the term of this Agreement unless specifically agreed to in writing. For the purpose of payment of rent, any such holding over by Company shall be construed as a month to month tenancy at the rent provided in Section 5 hereof. SECTION 2. PERMITTED USES, PRIVILEGES, AND ADVERTISING STANDARDS 2.1 The Authority hereby grants to Company the exclusive right and privilege to manage and operate a pilot program for an exterior advertising display concession on 12 Authority owned passenger boarding bridges (the PBBs ) at Louisville International Airport (the Airport ) (the Advertising Pilot Program ). The Company shall be responsible for soliciting advertisers and subletting space to such advertisers and for financing, designing, constructing, and installing, at its sole cost and expense, high quality, high impact, professional advertising display signs (the Signs ) on the exterior of the PBBs, as further described in Section 3 herein. The Company shall only place the same advertiser/advertisement on a PBB. 2.2 All agreements for displaying Signs on the Assigned Areas, (Assigned Areas defined in Section 3.1 below) between the Company and advertising clients, shall be on a standard from contract (the Advertising Contract ), which shall be pre-approved by the Authority prior to 1

41 soliciting advertising clients. Such Advertising Contract shall contain a clause stating (i) the Advertising Contract is subordinate to this Agreement between the Authority and Company; (ii) the Advertising Contract shall terminate upon the termination of the Agreement between the Authority and Company; and (iii) the advertising client consents to the assignment of all rights of the Company in such Advertising Contract to the Authority or its assigns should the Agreement be assumed by the Authority or its assigns. 2.3 The Authority reserves the right, at its sole discretion, to install, or to permit the installation by others, of advertising in various areas of the Airport other than the exterior of the PBBs. 2.4 The subject matter of all Signs shall be limited to those which propose a commercial transaction ( commercial transaction does not include political or religious views). 2.5 The Signs shall not: A. relate to an illegal activity; B. depict violence or contain words or images that arouse anger, alarm or resentment among others; C. advertise services in direct competition with the Authority s business objectives; D. contain obscene matter or contain statements or words of an obscene, indecent or immoral character, or any picture or illustration of the human figure in such detail as to offend public morals or decency or appeal to those with prurient taste; E. contain false, misleading, or deceptive language; F. contain material that is offensive to the ordinary person; or G. contain wording, pictures, graphics or representations of alcoholic or tobacco products. 2.6 Prior to commencing any installation of the Signs, detailed plans of the Sign s content, including proposed layout of logo or branded slogan, shall be submitted by the Company to the Authority for written approval. SECTION 3. ASSIGNED AREAS 3.1 In consideration hereof, Authority hereby assigns to Company, and Company takes, for its use and for the purposes described herein, 24 exterior areas on 12 PBBs (two areas per PBB) of approximately 9 feet high by 21 feet wide (see attached Exhibit B hereto for example) at the Airport, all as shown on Exhibit A attached hereto (the Assigned Areas ). 2

42 3.2 During the term of this Agreement, the Authority and Company may, from time to time, by mutual written agreement and without amendment to the Agreement, add additional Assigned Areas or delete Assigned Areas. All additional Assigned Areas added pursuant to this Section 3.2 shall be subject to all the terms, conditions, and other provisions of this Agreement and Company shall pay the Authority all Concession Fees applicable to such additional space in accordance with the provisions of this Agreement. 3.3 Company shall at all times occupy and use only that space within the confines of the Assigned Areas. In the event that Company shall exceed such confines, the Authority shall notify Company in writing of any such condition and Company shall, upon receipt of written notice, vacate said area immediately. 3.4 The Authority shall deliver the Assigned Areas to the Company on the Commencement Date. The Assigned Areas shall be taken by the Company in AS IS CONDITION, SUBJECT TO AND INCLUDING ALL DEFECTS, LATENT AND PATENT, and install Signs in accordance with Section 8 herein at the Company s sole cost and expense. SECTION 4. ACCESS BY AUTHORITY 4.1 Authority, its officers, agents and employees, shall have the right to access the Assigned Areas at all reasonable times and for all reasonable purposes including, without limitation, (a) an inspection of the Assigned Areas, (b) to make any repairs which are reasonably necessary, (c) to cure any default of the Company, (d) to exercise any other right contained in this Agreement, or (e) for any other lawful purpose. SECTION 5. PAYMENT PROVISIONS 5.1 Commencing on the Commencement Date and continuing for the term hereof, Company agrees to pay the Authority a Concession Fee as monthly rent for the use of the Assigned Areas furnished to it herein, and for the rights and privileges herein granted by the Authority, an amount equal to the greater of: A. % of monthly Gross Receipts; or B. a Minimum Monthly Guarantee on the basis of (minimum $2,000.00) per PBB; whichever is greater. 5.2 The term Gross Receipts shall mean any and all revenue generated by the Company from the operation of the Advertising Pilot Program and shall include all monies paid or payable to Company or Company s subcontractor or supplier of services for sales made or services performed at or from the Airport, regardless of when, where, or whether the business transaction occurs on or off Airport property, including all revenues of every kind and 3

43 character derived from, arising out of, or payable on account of the business conducted by Company, subcontractor, supplier of services or from the operations of Company under this Advertising Agreement, whether payment is made by cash, credit card, pre-paid card, or otherwise, and whether the same shall be paid or unpaid; provided, however, the following shall be excluded from the definition of Gross Receipts: (i) any amount paid by advertisers in connection with design, fabrication or installation of any advertiser s display/graphics, (ii) any sales or use taxes, separately stated and paid by advertisers now or hereafter levied or imposed, (iii) bona fide fees or allowances termed agency commissions to the extent actually paid to, and fully retained by, an accredited advertising agency other than Company for the placement of advertising contracts on behalf of Company; provided, however, when such fees or allowances are required to be paid, they be so identified in Company s accounting records, and provided further that such deductions be only for the actual amount of such fee or allowance and shall not exceed fifteen percent (15%) of the gross monthly contract amount of each contract to which they are specifically related. 5.3 The Minimum Monthly Guarantee shall be paid monthly in advance on or before the first calendar day of each month. Within 15 calendar days after the end of each calendar month, Company shall, in addition, pay to Authority such an amount which, when added to the Minimum Monthly Guarantee previously paid Authority for that month, will make the total amount of the Concession Fee paid to Authority equal to not less than the percentage of Company's Gross Receipts for that preceding month and shall submit with such payment a detailed report of such Concession Fee. Payments not made on or before the due dates shall accrue interest, from the date due until paid, at the rate set forth in Authority's Regulations as may be amended from time to time. 5.4 No demand of payment need at any time be made, but it shall be the duty of Company to pay monies when due, without demand. Failure to pay the amounts due or comply with any other of Company s financial obligations to Authority under this Agreement on or before the due dates set forth herein, Authority shall give written notice to Company to correct or cure such non-payment or other financial obligation. If, within 10 Calendar Days from the date of such notice, Company has not corrected such condition or conditions in a manner satisfactory to Authority, then and in such event, Authority shall have the right, at once and without further notice to Company, to declare this Agreement terminated and to enter upon and take full possession of the Assigned Areas and any of Company s equipment on the Airport. SECTION 6. PERFORMANCE BOND 6.1 Company shall, before commencement of the service and exercise of the rights and privileges granted under this Agreement, furnish Authority a Performance Bond on the Commencement Date in the amount equal to three times the Minimum Monthly Guarantee to be paid to the Authority. Such amount shall be $. The Performance Bond shall be given by Company, at Company s sole expense, to assure and guarantee the performance by Company of all its obligations, under this Agreement, and shall not be canceled on less than 30 Calendar Days written notice to Authority. The Surety or Sureties, for the required Performance Bond shall be a Corporate Surety or Sureties duly authorized to do business in 4

44 the Commonwealth of Kentucky and shall be subject to approval by Authority. Company may, at its option, substitute an Irrevocable Bank Letter of Credit issued by a bank located in Jefferson County, Kentucky, and DRAWABLE IN JEFFERSON COUNTY, KENTUCKY, payable without condition to Authority, in lieu of a Performance Bond underwritten by other corporate surety. It shall not be necessary for Authority to terminate this Agreement, or to pursue any other remedy available to it, in order to look to such security for payment. Failure to maintain such security in effect shall constitute a default hereunder, and shall justify Authority asserting any right, or taking any action, permitted elsewhere in this Agreement, or by law, for its protection or for enforcement of the obligations of Company. The rights of Authority under this paragraph shall be in addition to, and not in substitution for, any other rights of Authority. SECTION 7. ATTACHMENT OF PROPERTY FOR DEBT 7.1 To the extent permitted by applicable law, Company waives the right to claim that any of its property located on the Airport is exempt from execution or attachment, or exempt by any law from the payment of debt; and all such property shall be subject to and responsible for the payment of the money agreed to be paid by Company under this Agreement, and for the discharge of any liability created hereby, for which a lien on such property is hereby granted to Authority. Company shall not, after the notice provided in paragraph 5.4 and 21.2, remove any of its Signs and/or property from the Assigned Areas until the Company s failure to pay all amounts then due to Authority or comply with any other of Company s financial obligations to Authority (a "default") has been cured. Company grants to Authority, upon the 10th Calendar Day following the notice provided in paragraph 5.4 and 21.2, the right to take possession of the Signs and all property of Company located at the Airport, to remove the same to a storage place selected by Authority, and to retain such property in storage either at such place or at its original site on the Airport, until the default is cured and a reasonable charge for removal and storage is paid to Authority. This right shall be in addition to, and not in substitution for, any other rights of Authority. Authority shall not be liable for any damage to such property incurred as a result of its removal or storage, unless such damage is caused by negligence on the part of Authority, or for any loss of business or indirect injury to Company or its business resulting from or attributable to such removal or storage. SECTION 8. INSTALLATION OF IMPROVEMENTS AND TENANT FINISHES 8.1 The Company shall be responsible for financing, designing, constructing, and installing, at its sole cost and expense, high quality, high impact, professional Signs on the Assigned Areas that will display the advertiser s logo or branded slogan at the commencement of the Advertising Agreement (the Initial Installation ). The Authority will provide detailed specifications on the methods used to attach the Signs to the PBBs. Prior to commencing any Initial Installation, detailed plans, including proposed layout of the Sign, shall be submitted by the Company to the Authority for written approval. After receiving written final Authority approval of the plans, layout of logo and slogan and Sign, and specifications, Company shall engage a qualified contractor(s) to install the Signs. After award of a contract, it shall be 5

45 Company s sole responsibility and expense to carry out the installation of the Initial Installation and provide to the Authority the applicable insurance certificates of the contractor. Installation shall commence promptly and shall be scheduled so as to cause as little interruption to Airport operations and inconvenience to customers and other users of the Airport as possible. 8.2 During any period of the Initial Installation of the Signs, the Authority shall have the right to inspect any or all installation work, workmanship, materials and installation involved in, or incidental to the installation for conformance with the applicable standards set forth in this Agreement. 8.3 Company shall not allow the Initial Installation to commence on the Assigned Areas without first assuring the Authority that all applicable Equal Employment Opportunity/Nondiscrimination and Minority or Disadvantaged Business Enterprise provisions have been included as part of the contract for such installation or construction work. Company shall indemnify and hold Authority, its officers, agents and employees, free and harmless from any and all claims, suits, loss or damage, or injury to persons or property resulting from or arising out of construction or installation on the Assigned Areas unless such acts result from the gross negligence of Authority, its employees, agents and representatives. Company shall not commence or undertake any such permitted work nor will it allow or permit any agent, independent contractor or subcontractor ( Contractor ) to commence work until all performance and payment bonds and all insurance certificates required hereunder have been approved and are in Authority s possession. Approval of the insurance by Authority shall not relieve or decrease the liability of Company or its agents, independent contractors, or subcontractors. Company shall furnish Authority, at Company s expense, the following: A. Performance and Payment Bonds. These bonds shall have surety satisfactory to Authority, in a sum equal to 100% of the amount of the improvements to be made, payable to Authority, to insure the execution and completion of the entire work according to the approved plans and specifications, and for payment of labor and material suppliers. B. Kentucky Unemployment Insurance Bonds. Under the provisions of KRS and , provide a separate bond, or have specific provisions made in the Payment Bond to assure payment of all unemployment contributions, which become due and payable under the Kentucky Unemployment Insurance Law. C. Public Liability and Property Damage. This insurance shall protect the Contractor, Company, and Authority as additional insureds, against liability, claims, or costs thereof, for personal injury or property damage resulting from the performance of the construction contract, including personal injury, death or property damage, resulting from operations of subcontractors under the construction contract, in combined single limits of not less than $2,000,000 resulting from any one accident. 6

46 D. Automobile Public Liability and Property Damage. This insurance shall protect the Contractor, Company, and Authority as additional insureds, against liability, claims, or costs for personal injury or death, and property damage in the combined single limits of not less than $2,000,000. E. Workers Compensation and Employer s Liability. The Contractor shall provide the statutory limits of coverage for all of the Contractor s employees engaged in work on the Assigned Areas and shall assure that its subcontractors provide such coverage for each of their employees engaged in work on the Assigned Areas. SECTION 9. ASSIGNMENT OR TRANSFER 9.1 The Company agrees that the Authority shall be notified in advance and in writing of any proposed change of control of the Company, whether by operation of law or otherwise, including notice in the event that control of the Company is proposed to be transferred to a subsidiary or affiliate of the Company. Such change of controlling interest shall be subject to prior written approval by the Authority. 9.2 Neither this Agreement, nor the Assigned Areas, nor any part hereof or thereof, may be assigned, subleased, mortgaged, encumbered, hypothecated, pledged or transferred by the Company, by process or operation of law or in any other manner whatsoever, without the prior written consent of the Authority. SECTION 10. TAXES 10.1 Company shall at its own expense pay all federal, state and local taxes which may be assessed against it, the Assigned Areas, the Signs or its equipment, or any leasehold interest therein, while in or upon the Assigned Areas or elsewhere on the Airport, as well as all federal, state and local taxes assessed in connection with the operation of its business authorized and permitted hereunder. Authority is a body politic and corporate and by virtue of KRS , property of Authority is exempt from taxation. If, at any time during the term of this Agreement, or any extension thereof, the statutory tax exemptions of Authority become void or inoperative for any reason, then in such event Company shall pay any taxes which are imposed upon the Authority on the Assigned Areas used or occupied by the Company. Company may, however, at its sole cost and expense, protest and challenge any such tax levy or assessment; provided, however, such protest or challenge shall not relieve Company of any obligation under this Section. SECTION 11. LAWS AND REGULATIONS 11.1 Company shall comply with all federal, state and local laws, rules and regulations, including Regulations of Authority as the same may be amended from time to time, which may apply to the Advertising Pilot Program and use herein contemplated, and Company shall keep in effect all licenses or permits necessary and/or required by law. Authority shall be held free and harmless from any act or failure by Company to comply with this provision 7

47 11.2 Nothing herein contained shall be construed as granting or authorizing the granting of an exclusive right within the meaning of Section 308 of the Federal Aviation Act. This Agreement shall be subordinate to the provisions of any existing or future agreement between the Authority and the United States of America or any department or agency thereof relative to the operation or maintenance of the Airport, the execution of which has been or may be required by the provisions of the Federal Aviation Act, or any future statute affecting the operation or maintenance of the Airport In the event that the Federal Aviation Administration ( FAA ) requires, as a condition precedent to the granting of funds for the improvement of the Airport or otherwise, modifications, revisions, supplements or deletions of any of the terms, conditions or requirements of this Agreement, then Company agrees that such changes as may be reasonably required to enable the Authority to obtain such funds shall be permitted. SECTION 12. AIRPORT ACCESS, SAFETY AND SECURITY 12.1 The Company and all of its contractors, employees, personnel, agents and representatives (collectively, Company Personnel ) shall be bound and shall abide by all rules, procedures, regulations and laws of all governmental bodies, including regulations and rules and procedures of the Authority, as the same may be promulgated from time to time, that relate to Airport access, security and/or safety, including the Transportation Security Administration (the TSA ) and FAA. Company understands and agrees that fines and penalties may be assessed by the TSA for Company s noncompliance with the provisions of 49 CFR Parts 1540 and In the event TSA assesses a civil penalty against the Authority for any violation of any rule, regulation or standard as result of any act or failure to act on the part of the Company, its agents, servants, employees, invitees or independent contractors, Company shall, upon demand of the Authority, immediately pay the Authority in the amount of the civil penalty assessed, plus any attorney fees associated with this incident which the Authority incurred. SECTION 13. INDEMNIFICATION 13.1 Company agrees to indemnify and save the Authority, its officers, agents, and employees free and harmless from and against any and all liabilities, losses, costs, suits, judgments, expenses, fees or demands of any kind (including, but not limited to costs of investigations, attorney fees, court costs and expert witness fees) (collectively Indemnified Losses ) arising out of or resulting from any injury or death to persons or damage to property of any nature whatsoever resulting from, arising out of or related to the use or occupancy of the Airport by Company, its agents and employees, or caused by or resulting from the exercise of the rights and privileges granted hereunder, to the extent that the Indemnified Losses do not result from the negligence or willful misconduct of the Authority, its officers, agents or employees. It is the intent of the parties that, where the negligence or willful misconduct of the Authority, its officers, agents or employees is determined to have been contributory to the Indemnified Losses, the principles of comparative negligence as applied by the courts of the 8

48 Commonwealth of Kentucky shall be followed and each party shall bear the proportionate cost of any Indemnified Loss attributable to its own negligence or misconduct. SECTION 14. INSURANCE 14.1 Company agrees to carry, and furnish to Authority certificates of insurance for (i) general liability with combined single limits not less than $2,000,000, which provides coverage for public liability, property damage and bodily injury, all in which Authority shall be named an additional insured; and Company shall furnish satisfactory evidence that such insurance is in effect and will not be canceled during the term of this Agreement without 30 Calendar Days prior written notice of such cancellation to Authority. Company shall carry Worker s Compensation and Employee Liability Insurance covering its employees at the Airport Company shall at no time use the Assigned Areas or permit them to be used in such a manner as to increase the rate of Authority s insurance thereon. In case of Company s violation of this paragraph, Company agrees to reimburse Authority the increase in cost of insurance as additional rent. In case the Assigned Areas are so used that Authority cannot effect insurance thereon, Company agrees to become the insurer thereof, but Authority shall nonetheless have the right to cancel this Agreement forthwith. SECTION 15. AUTHORITY NOT LIABLE FOR DAMAGE 15.1 Authority shall not be liable to Company for any damage either to person or property sustained by Company or by other persons, due to the Airport or any improvements thereon or any parts thereof or any appurtenances thereof becoming out of repair, or due to the happening of any accident in or about the Airport, or due to any act or neglect of any tenant or occupant of the Airport, or of any other person. Without limiting the generality of the foregoing, the Authority shall not be liable for damage caused by water, steam, sewerage, gas, bursting or leaking of pipes or plumbing or electrical causes, or the negligence of contractors, employees, agents, or licensees of Authority, unless the damage is proved to be the result of the sole negligence of Authority. SECTION 16. INDEPENDENT CONTRACTOR 16.1 In conducting its Advertising Pilot Program hereunder, Company acts as an independent contractor and not as an agent of Authority. The selection, retention, assignment, direction, and payment of Company s employees shall be the sole responsibility of Company. Authority shall not attempt to exercise any control over the daily performance of duties by Company s employees, except to the extent and in the manner required by law or regulation for continued operation or certification of the Airport. SECTION 17. MAINTENANCE 17.1 Maintenance, Repair and Replacement. The Company shall, at the Company s sole cost and expense, maintain all Signs on the Assigned Areas and shall promptly make any and all repairs 9

49 or replacements necessary or appropriate to maintain the Signs on the Assigned Areas in good operating order and presentable condition consistent with good advertising business practices No Liability. The Authority shall not be liable for any damage either to person or property, whether sustained by the Company or by other persons, due to the Airport or any Signs thereon the Assigned Premises or any part thereof or any appurtenances thereof becoming out of repair, or due to any accident in or about the Airport, or due to any act or neglect of any tenant, any occupant of the Airport or any other person, or due to lack of snow and/or ice removal on the Airport or any part thereof or in connection with the construction of any improvement by the Authority or its contractors on the Assigned Areas or otherwise. Without limiting the generality of the foregoing, the Authority shall not be liable for damage caused by water, steam, snow, ice, sewerage, gas, bursting or leaking of pipes or plumbing or electrical causes, or the negligence of contractors, employees, agents, or licensees of the Authority, unless the damage is proved to be the result of gross negligence of the Authority Deficiencies. In addition to other rights and remedies of the Authority hereunder, if the Authority shall discover and report any maintenance deficiency, normal wear and tear excepted, to the Signs on the Assigned Areas that in the Authority s opinion requires repair or replacement in order to maintain the Assigned Areas, including without limitation the Signs, or in order to maintain the structural integrity or appearance of any structure(s) thereon or therein, the Company shall promptly undertake and complete such repairs or replacements at the Company s expense. In the event the Company fails to perform its obligations hereunder, the Authority may, at its sole option, after 30 Calendar Days notice to the Company, undertake and complete any such maintenance, repairs or replacements, but shall have no obligation to do so, and the cost thereof, which shall be deemed additional rent, shall be paid by the Company to the Authority no later than 30 Calendar Days after the date of invoice from the Authority to the Company for such costs. The Authority shall conduct an inspection of the Assigned Areas condition monthly and upon the surrender of the Assigned Areas at the expiration or other termination of this Agreement (unless circumstances warrant more frequent inspections) No Obligations. The Authority shall have no responsibility for maintenance, repair or replacement of the Signs on the Assigned Areas. The Company, at its sole cost and expense, shall provide all other service(s) required by the Company, and the Authority shall have no responsibility or obligation therefore Conformance to Law, Regulations and Design Standards. All maintenance, repairs, additions or other work of any kind or nature performed, constructed or installed by or on behalf of the Company in or upon the Assigned Areas, shall conform in all respects to (a) all applicable federal, state and local statutes, ordinances and building codes, (b) all applicable rules and regulations promulgated by the Authority, (c) the Authority s design standards for the Airport, as promulgated by the Authority from time to time, including, without limitation, the, Tenant Improvements Manual, dated March 31, 2008 and as amended from time to time. 10

50 SECTION 18. NONDISCRIMINATION 18.1 Company for itself, its successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant that in the event facilities are constructed, maintained, or otherwise operated on the said property described in this Advertising Agreement for a purpose for which a U. S. Department of Transportation ( DOT ) program or activity is extended or for another purpose involving the provision of similar services or benefits, Company shall maintain and operate such facilities and services in compliance with all other requirements imposed pursuant to 49 CFR Part 21, Nondiscrimination in Federally Assisted Programs of the Department of Transportation ( Part 21 ), and as said Part 21 may be amended Company for itself, its successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree that: (1) no person on the grounds of race, color, or national origin shall be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities, (2) that in the construction of any improvements on, over, or under such land and the furnishing of services thereon, no person on the grounds of race, color, or national origin shall be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination, (3) that Company shall use the Premises in compliance with all other requirements imposed by or pursuant to Part 21, and as said Part 21 may be amended During the performance of this Agreement, Company, for itself, its successors in interest, and assigns and agrees as follows: A. Compliance with Part 21. The Company shall comply with the provisions of Part 21 relative to nondiscrimination in federally assisted programs of the DOT, as such may be amended from time to time,, and which are herein incorporated by reference and made a part of this Advertising Agreement. B. Nondiscrimination. The Company, with regard to the work performed by it during the term of this Advertising Agreement, shall not discriminate on the grounds of race, color, national origin, sex or creed in the selection and retention of subcontractors, including procurements of materials and leases of equipment. The Company shall not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of Part 21, including employment practices when this Advertising Agreement covers a program set forth in Appendix B of Part 21. C. Solicitations for Subcontracts, Including Procurements of Materials and Equipment. In all solicitations either by competitive bidding or negotiation made by the Company for work to be performed under a subcontract, including procurements of materials or leases of equipment, each potential subcontractor, or supplier shall be notified by the Company of the Company's obligations under this Advertising Agreement and Part 21 11

51 relative to nondiscrimination on the grounds of race, color, national origin, sex or creed. D. Information and Reports. The Company shall provide all information and reports required by Part 21 or directives issued pursuant thereto and shall permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the Authority or the FAA to be pertinent to ascertain compliance with such Part 21, orders and instructions. Where any information required of the Company is in the exclusive possession of another who fails or refuses to furnish this information, the Company shall so certify to the Authority or the FAA, as appropriate, and shall set forth what efforts it has made to obtain the information. E. Sanctions or Noncompliance. In the event of the Company s noncompliance with the nondiscrimination provisions of this Advertising Agreement, the Authority shall impose such contract sanctions as it or the FAA may determine to be appropriate, including, but not limited to: (1) Withholding of payments to Company under this Advertising Agreement until Company complies, and/or (2) Cancellation, termination, or suspension of this Advertising Agreement, in whole or in part. F. Incorporation of Provisions. The Company shall include the provisions of paragraphs 18.3 A through E in every subcontract, including procurements of materials and leases of equipment, unless exempt by Part 21 or directives issued pursuant thereto. The Company shall take such action with respect to any subcontract or procurement as the Authority or the FAA may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, however, that in the event the Company becomes involved in, or is threatened with, litigation with a subcontractor or supplier as a result of such direction, the Company may request the Authority to enter into such litigation to protect the interests of the Authority and, in addition, the Company may request the United States to enter into such litigation to protect the interests of the United States. SECTION 19. AIRPORT CONCESSION DISADVANTAGED BUSINESS ENTERPRISES (ACDBE) Compliance with Part 23. This Advertising Agreement is subject to the requirements of DOT's regulations, 49 CFR Part 23, Participation by Disadvantaged Business Enterprises in Airport Concessions ( Part 23 ). Company agrees that it will not discriminate against any business owner because of the owner's race, color, national origin, or sex in connection with the award or performance of any agreement, management contract, or subcontract, purchase or lease agreement, or other agreement covered by Part

52 19.2 Incorporation of Provision. Company agrees to include the above statement in any subsequent agreement or contract covered by Part 23, that it enters and cause those businesses to similarly include the statements in further agreements. SECTION 20. TERMINATION BY COMPANY 20.1 In addition to any other termination rights contained herein, this Agreement shall be subject to termination by Company with the happening of any one or more of the following events: A. The abandonment of the Airside Building and Landside Building as an air terminal for certificated passenger carriers for a continuous period of 30 Calendar Days or longer. B. The lawful assumption by the United States of America, or any authorized agency thereof, of the operation, control or use of the Airside Building and Landside Building, or any part or parts thereof in such a manner as to substantially restrict Company from operating therefrom for a period in excess of 30 Calendar Days. C. Issuance by any court or governmental agency of competent jurisdiction of any injunction which in any way prevents or restrains the use of the Airside Building and Landside Building, and which remains in force for a period in excess of 30 Calendar Days. D. In the event of the occurrence of either or all of Section 20.1.A through 20.1.C above, Company shall not be obligated to pay the Authority the rent stipulated in Section 5 for such period after termination The Authority shall not be responsible, to the Company for any lost profits, expenses, liabilities or claims whatsoever that may result from termination by the Company or the Authority pursuant to this Section 20. SECTION 21. TERMINATION BY AUTHORITY 21.1 In addition to all other termination rights contained herein, including without limitation those set forth in Section 5.4 hereof, this Agreement shall be subject to termination by Authority should any one or more of the following events or defaults occur: A. If Company should fail to perform any of the terms, covenants or conditions of this Agreement or fail to keep in force any of the required insurance policies, or fail to provide any amended or new Performance Bond with surety as required hereunder. B. If Company should fail to abide by all applicable laws, ordinances, rules and regulations of the United States, the Commonwealth of Kentucky, the Louisville Metro Government, Jefferson County and Authority. C. If Company should abandon and discontinue providing the service at the Airport contemplated by this Agreement for a continuous period of 30 Calendar Days, except 13

53 which such abandonment and cessation is due to fire, earthquake, governmental action or other cause beyond Company s reasonable control. D. If Company should default in or fail to make any payments at the times and in the amounts as required under this Agreement Upon the happening of any of the acts of default recited in Section 21.1.A through D above, Authority shall give written notice to Company to correct or cure such default, failure or breach. If, within 10 Calendar Days from the date of such notice, Company has not corrected such condition or conditions in a manner satisfactory to Authority, then and in such event, Authority shall have the right, at once and without further notice to Company, to declare this Agreement terminated and to enter upon and take full possession of the Assigned Areas In addition, Authority, may in like manner declare this Agreement terminated and canceled upon the giving of five Calendar Days notice thereof, in the event Company files a voluntary petition in bankruptcy, or if a receiver is appointed for the property or affairs of Company and such receivership is not vacated within 30 Calendar Days after the appointment of such receiver, or should the right of Company to provide the service be lost by operation of law. SECTION 22. OBLIGATIONS IN EVENT OF DEFAULT 22.1 No cancellation or termination of this Agreement in accordance with the rights of either party under this Agreement to cancel or terminate shall be considered a forfeiture, such rights being a part of the consideration for this Agreement and of the essence thereof Neither party shall be held in breach hereof because of any failure to perform any of its obligations hereunder, other than the obligations of Company to make payment of rent under Section 5 hereunder and any other monetary amount due hereunder, if said failure is due to any cause for which it is not responsible and over which it has no control; provided, however, that the foregoing provision shall not prevent either party from exercising any right which it may otherwise have to terminate the term hereof or to cancel this Agreement in whole or in part. The waiver of any breach, violation or default in or with respect to the performance or observation of the covenants and conditions contained herein shall not be taken to constitute a waiver of any subsequent breach, violation or default in or with respect to the same or any other covenant or condition hereof. SECTION 23. DEED AND RESTRICTIONS 23.1 Any other provision in this Agreement to the contrary notwithstanding this Agreement is subject and subordinate to the following: (i) War Assets Administration Instruments of Transfer: (Standiford Field) dated February 6, 1948, in Deed Book 2332, page 378; in the Office of the Clerk of the County Court of Jefferson County, Kentucky, as the same may have been modified, inter alia, by Instruments of Release recorded December 17, 1953, in Deed Book 3101, page 549; February 8, 1957, in Deed Book 3434, page 5; August 8, 1960, in Deed Book 3647, page 264; and July 13, 1961, in Deed Book 3701, page 351; in the Office 14

54 of the Clerk aforesaid; (ii) rights of parties in possession; (iii) any state of facts that a full and complete survey and inspection of the Assigned Areas may reveal; (iv) leases, easements, restrictions and stipulations of record or of which Company has notice; and (v) the Airport System Revenue Bond Resolution Authorizing Airport System Revenue Bonds dated March 16, 1983, including, particularly Section 711 hereof, as amended, and now in effect, and as may be amended or supplemented hereafter from time to time, or by any future bond resolution adopted by Authority. SECTION 24. NOTICES 24.1 Notices to either party provided herein shall be in writing and shall be sufficient if hand delivered, sent by overnight courier service, or sent by certified or registered mail, postage prepaid, addressed as follows: To Authority: (via USPS) Louisville Regional Airport Authority ATTN: Director of Properties P.O. Box 9129 Louisville, KY To Authority: (via courier or (hand delivery) Louisville Regional Airport Authority ATTN: Director of Properties 700 Administration Drive Louisville, KY To Company: or to such other respective addresses as the parties may designate to each other in writing from time to time. Notices shall be deemed to be received on the date delivered, if hand delivered, or the day after depositing with an overnight courier service, or three Calendar Days after mailing, if sent by certified or registered mail. SECTION 25. SURRENDER OF POSSESSION 25.1 Upon the expiration or other termination of this Agreement, the rights of Company to use the Assigned Areas, facilities, rights, licenses, services and privileges herein granted shall forthwith cease and Company shall forthwith upon such expiration or termination surrender the same Upon the expiration or other termination of this Agreement, Company shall forthwith quit and deliver the Assigned Areas to the Authority peaceably, quietly and in as good order and condition as the same now are or may hereafter be improved by Company, reasonable use and 15

55 wear excepted, and upon the sole discretion of the Authority the Assigned Areas shall be clear of all Signs. If Company fails to remove such items listed in this Section 25.2, the Authority may remove same at Company s expense Upon the expiration or other termination of this Agreement, Company will cooperate fully with the Authority and any successor Company, without the Authority or successor company having to incur any material expenses not otherwise required in this Agreement, to ensure an effective and efficient transition of Company s duties to any successor company. Such efforts and cooperation shall include, to the extent practicable and permissible, the transfer of all permits and licenses at no cost to the successor company All Signs installed upon the Assigned Areas by Company, shall be and remain the property of Company until the termination of this Agreement whether by expiration of the Term, cancellation, forfeiture or otherwise. If the Authority determines the Signs are to remain on the Assigned Areas after the expiration or termination of this Agreement pursuant to Section 25.2, Company shall transfer and convey ownership in fee simple title, all rights and title of the Signs to the Authority at no cost and free from all liens, including mechanic liens. SECTION 26. WAIVER OF DEFAULT 26.1 No waiver by either party of any default by the other shall be construed as, or operate as, a waiver by such party of any subsequent default of any of the terms, covenants or conditions herein contained to be performed, kept and observed by the other. SECTION 27. SEPARABILITY 27.1 If a provision hereof shall be finally declared unenforceable or illegal by any court or administrative agency having jurisdiction, the entire Agreement shall not be unenforceable, but the remaining provisions shall continue as nearly as possible in accordance with the original intent of the parties. All rights and remedies available to the parties under this Agreement shall be cumulative and in addition to all other rights granted the parties at law or in equity. SECTION 28. HEADINGS 28.1 Section, paragraph or subparagraph headings contained herein are solely for convenience and shall have no bearing upon the construction of any of the provisions hereof. SECTION 29. COMPANY AND SUBTENANT S TRADE NAMES 29.1 Company hereby represents and covenants that Company have full legal authority to use any trade names and such trade names do not violate any local, state or federal law, rule, order or regulation or the rights of any third party. Company shall take all actions reasonably necessary to protect its authority to use such trade names throughout the Term of this Agreement. 16

56 SECTION 30. NO BROKERS INVOLVED 30.1 The Company warrants and represents to the Authority that no person or selling agency has been employed or retained by it to solicit or secure this Agreement or the Advertising Pilot Program granted hereunder and that no person is entitled to receive commission, percentage, brokerage, or contingent fee arising out of or as a result of the award of this Agreement. SECTION 31. PENDING CONSTRUCTION 31.1 Company acknowledges that under Authority sponsored projects, construction activities on the Airport may result in disruption and/or relocation of the Airport roadways, parking and driveway facilities and construction activities in the Airside Building and Landside Building may result in disruption, temporary relocation of passenger traffic patterns, and noise. Company waives any claim of breach or default of this Agreement by Authority as a result of any such construction activities and/or relocation under such projects and no abatement of Rent shall be granted. SECTION 32. ATTORNEY S FEES 32.1 The Authority shall have the right to recover from Company its costs and expenses, including reasonable attorneys fees and expenses, arising under, relating to, or incurred in connection with this Agreement. SECTION 33. NON-MERER CLAUSE 33.1 Notwithstanding that the Agreement herein may unite with a greater or lesser estate in the same owner, the estate of this Agreement will not be merged into any greater or lesser estate and this Agreement shall survive. A merger of this Agreement into a greater or lesser estate shall only be accomplished by separate written agreement between Authority and Company stating that this Agreement shall be merged into such estate. SECTION 34. INCORPORATION OF DOCUMENTS; ENTIRE AGREEMENT 34.1 This Agreement, including the attached exhibits and the following documents, all of which are incorporated herein by reference (collectively the Agreement Documents ), set forth all the promises, covenants, conditions and understandings between Authority and Company relative to the Advertising Pilot Program herein granted, and except as contained in this Agreement and the other Agreement Documents there are no promises, covenants, conditions or understandings, either oral or written, with respect to the Advertising Pilot Program: 1. Company s Proposal Form 2. Addenda (if any) 3. Performance and Payment Bonds 4. Bank Letter of Credit or Surety Bond 5. Invitation to Submit Proposals 6. Definition of Terms 7. Instructions to Proposers 17

57 8. General Conditions 9. Proposer s Experience and Qualifications Questionnaire 10. Insurance Certificate(s) Except as herein provided, no subsequent alterations, amendments, changes or additions to this Agreement and the other Agreement Documents shall be binding upon Authority or Company unless reduced to writing and signed by them The Agreement Documents are to be considered as one and whatever is called for by any one of the Agreement Documents shall be binding as if called for by all. In the event of a conflict between any provisions of this Agreement and any other Agreement Documents, this Agreement shall control. SECTION 35. GOVERNING LAW, ENTIRE AGREEMENT 35.1 This Agreement shall be governed by the laws of the Commonwealth of Kentucky, contains all of the agreements of the parties with respect to the subject matter hereof and time shall be of the essence. SECTION 36. ACTIONS RELATING TO OR ARISING OUT OF THIS AGREEMENT 36.1 The parties hereto agree not to bring any proceeding relating to or arising out of this Agreement in any court other than a competent state court in Jefferson County, Kentucky or the United States District Court for the Western District of Kentucky at Louisville. Each of the parties hereto hereby: (a) consents to the jurisdiction of any competent state court in Jefferson County, Kentucky or the United States District Court for the Western District of Kentucky at Louisville for any proceedings relating to or arising out of this Agreement; (b) irrevocably waives any objection to the jurisdiction of such courts on the grounds of forum non conveiniens or lack of venue; (c) shall appoint and maintain an agent in Kentucky for the service of all process in any such proceedings at all times during which it does not maintain an office in Kentucky and is not registered to do business in Kentucky; (d) agrees that service upon its agent so appointed is effective and binding service upon it; (e) irrevocably consents to the service of process of any of the aforementioned courts on it in any such proceedings by the mailing of a copy thereof by registered or certified mail (return receipt requested), postage prepaid, to its address for notice specified pursuant to Section 28.1 hereof, such service to become effective when received; and (f) confirms that nothing in this Section 40.1 shall limit the right of any party to effect service of process in any other manner permitted by such courts or by law. 18

58 IN WITNESS WHEREOF, the parties have duly affixed their signatures on the date hereinabove stated. WITNESS: LOUISVILLE REGIONAL AIRPORT AUTHORITY By: Title: C.T. Skip Miller, A.A.E. Executive Director WITNESS: [COMPANY] By: Title: This Agreement has been approved for the Authority as to legality of form and content by: STITES & HARBISON, PLLC 400 West Market Street, Suite 1800 Louisville, KY

59 = Assigned Areas To baggage claim and ticketing. United Delta USAirways Delta USAirways USAirways Concourse B Concourse A Delta Continental Continental Southwest ExpressJet Southwest Southwest Delta Delta American Exhibit A

60 Exhibit B Sample Exterior Passenger Boarding Bridge Area 9 21