ADVERTISING PROGRAMREQUEST FOR PROPOSAL

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TABLE OF CONTENTS

SECTION 1.0 DEFINITIONS ............................................................. 1

SECTION 2.0 TENTATIVE SCHEDULE ........................................... 4

SECTION 3.0 AIRPORT BACKGROUND…………………………….. 5

SECTION 4.0 PROJECT DESCRIPTION ......................................... 8

SECTION 5.0 CONCESSION FEES: MAG AND PERCENTAGE FEES 12

SECTION 6.0 ADVERTISING RULES AND GUIDELINES................. 13

SECTION 7.0 GUIDELINES FOR ADVERTISING CONCESSIONAIRES 15

SECTION 8.0 PLAN DISPLAY…………………………………………... 16

SECTION 9.0 INSURANCE AND PERFORMANCE BOND………….. 16

SECTION 10.0 ASSESSMENT OF INTEREST…………………………. 16

SECTION 11.0 QUALIFICATIONS ....................................................... 16

SECTION 12.0 ACDBE PARTICIPATION ............................................... 17

SECTION 13.0 RESPONSE REQUIREMENTS .................................. 18

SECTION 14.0 SELECTION & EVALUATION CRITERIA ................... 22

ATTACHMENTS

ATTACHMENT A - Form Advertising Concession Contract

ATTACHMENT B - City of Dallas General Terms and Conditions forRequest for Proposal (RFP)

ATTACHMENT C - Insurance Requirements

ATTACHMENT D - Approved Advertising Locations at Dallas Love Field, Dallas Executive Airport and Dallas Heliport

Exhibit D -1 Interior Terminal Areas of Dallas Love Field (Exhibit D-1(a) and Dallas Executive Airport (Exhibit D-1(b) all

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as Package 1)

Exhibit D -2 Terminal Exteriors of Dallas Love Field (Exhibit D-2(a) and Dallas Executive Airport (Exhibit D-2(b) (all as Package 2)

Exhibit D -3 Parking Garage Facility (Package 3)

Exhibit D- 4 Roadways both Dallas Love Field Exhibit D-4(a) and Dallas Executive (Exhibit D-4(b) (all as Package 4)

Exhibit D – 5 Dallas Veriport (Package 5)

ATTACHMENT E - Required Proposal Forms:Form 1 – DebarmentForm 2 – Proposal AffidavitForm 3 – Business Information StatementForm 4 – Business and Financial ReferencesForm 5 – Experience and Qualifications Statement Form 6 – Financial InformationForm 7 – Proposed RentForm 8 – ACDBE Participation

TABLES

Table 1 - Page 6 – Historical Passenger Enplanements

Table 2 – Page 7 - Historical Advertising Sales

Table 3 – Page 7 – New Terminal Concessions

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Dallas Love Field Airport Terminal Advertising ProgramREQUEST FOR PROPOSAL

SECTION 1.0 DEFINITIONS

ACDBE – Airport Concession Disadvantaged Business Enterprise –a

concession that is a for profit small business concern - (1) that is at least 51%

owned by one or more individuals who are both socially and economically

disadvantaged, or in the case of a corporation, in which 51% of the stock is

owned by such individuals; and (2) whose management and daily operations are

controlled by one or more of the socially and economically disadvantaged

individuals who own it.

AESM - Airport Electronic Systems Management

Advertising Display Plan - Documents showing the layout, dimensions, design,

and renderings of advertising displays in the terminal, exterior areas and parking

garage including their placement on walls, floors, etc., and a description of

materials or types of fixtures to be used.

Agreement - The written document between the City of Dallas, Department of

Aviation (Dallas Love Field) and the successful Proposer covering the terms and

conditions of the advertising Concession.

Airport - Dallas Love Field Airport (DAL) , Dallas Executive Airport (RBD) and

the Vertiport located at the Dallas Convention Center

Airport Advertising Concession–The non-exclusive privilege to display

advertisements in designated locations at the Airport for a fee.

AOA – Air Operations Area (AOA)

Approved Advertising Locations – the locations described herein, listed as

Attachment D, Exhibits D1 through D5, to include the Terminal Interiors, Terminal

Exteriors, Parking Garage, Roadways at Dallas Love Field, Dallas Executive

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Airport and the Dallas Vertiport

CADD Computer Automated Design and Drafting System - a computerized

system that automates the previously manual process of design and drafting.

Contract Year – each twelve month time period during the term of this Contract

beginning on the 1st day of the month following installation of the advertising

display units at the specified locations.

Day - A calendar day of 24 hours measured from midnight to the next midnight.

DAL – Dallas Love Field Airport

Director - Director of the Department of Aviation, City of Dallas, or his/her

designee.

Exterior Advertising Locations – locations for advertising purposes at DAL,

RBD or the outside of the Terminal Buildings.

Fixture - A unit, whether floor or wall mounted, in which advertising is displayed;

for example, dioramas, spectaculars, clocks, etc., which generally requires an

electrical connection, with or without data connections, for the purposes of

providing lighting, motion, time pieces or other visual images.

Gross Advertising Revenue (Gross Revenues, Gross Receipts) - all monies

received or receivable, paid or payable to the successful Proposer for the

installation, placement, maintenance, and operation of advertising pursuant to

the Agreement and any other revenues of any type arising out of, or in

connection with, the operations or activities covered by the Agreement, except

that recognized advertising agency commissions paid and sales taxes paid shall

be excluded there from.

IDF - Intermediate Distribution Frame a cable rack that interconnects and manages the telecommunications wiring between an MDF and the end device(s).

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Joint Venture – An association of a DBE firm and one or more other firms to

carry out a single, for profit business enterprise, for which the parties combine

their property, capital, efforts, skills and knowledge, and in which the DBE(s) is

responsible for a distinct, clearly defined portion of the work of the contract and

whose share in the capital contribution, control, management, risks, and profits of

the joint venture are commensurate with its ownership interest.

MDF - Main Distribution Frame - a cable rack that interconnects and manages

the telecommunications wiring between itself and any number of IDFs.

MAG - Minimum Annual Guarantee - that dollar amount that the successful

Proposer will guarantee as a minimum (but not maximum) payment to the City of

Dallas each year during the term of the Agreement, paid in monthly installments

of 1/12th the annual guarantee. The MAG applies to Package 1 for years 1

through 7, plus any option years. The MAG applies to all other packages for

years 2 through 7, plus any option years.

Proposal - The document requested by the City of Dallas and submitted by all

Proposers.

Rate Card - The price established by an advertising firm to charge for a

particular type of advertising.

Proposer- The individual, company, corporation, partnership, joint venture or any

other entity submitting a proposal in response to this Request for Proposal

(“RFP”).

Terminal Building – the interior public areas of the Airport utilized for

commercial passenger service, including, but not limited to, the terminal lobby,

baggage claim, concourses, interior portions of connecting skybridges and

hallways, moving walkway corridors or any additional area that may be opened

or constructed for commercial passenger usage or access.

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SECTION 2.0 ADVERTISING RFP TENTATIVE SCHEDULE

Issue RFP April 29, 2013

Pre-Proposal Conference #1 June 3, 2013

Pre-Proposal Conference #2 June 10, 2013

Questions Submitted by Proposers May 13, 2013

Responses to Questions Due May 16, 2013

Proposals Due June 19, 2013

Evaluation Committee Review June 25 – July 7, 2013

Oral Presentations July 08 – July 12, 2013

Evaluation Committee Recommendation by: July 13, 2013

Signed Contracts August 8, 2013

City Council Approval August 28, 2013

Fixture orders, Installation, Creative, Start Date December 1, 2013

*If interviews or oral presentations are required, advance written notification will be provided to the Proposer(s).

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SECTION 3.0 AIRPORT BACKGROUND

3.1 LOVE FIELD MODERNIZATION PROGRAM (LFMP)

Dallas Love Field (“Airport”) is a medium hub airport, owned by the City of Dallas (“City”) that serves the Dallas metropolitan region and the Dallas-Fort Worth metroplex. In calendar year 2012, approximately 4.1 million passengers were enplaned at the Airport. Approximately 65% of the enplaned passengers were originating passengers (passengers who begin or end their trips in Dallas) and 35% were connecting or through passengers. The Airport is a principal station in the route system of Southwest Airlines Co. (“Southwest”), which is the dominant airline at the Airport in terms of air traffic activity.

Prior to the opening of Dallas-Fort Worth International Airport (“DFW”) in 1974, the Airport was the principal air carrier airport serving the Dallas metropolitan region. Southwest began service at the Airport in 1971 and, because it was not a party to the agreements surrounding the development of DFW, chose to continue operating at the Airport after DFW opened. In 1979, federal legislation (commonly referred to as the “Wright Amendment”) was passed, which placed restrictions on nonstop commercial flights to and from the Airport.

On July 11, 2006, the City, the City of Fort Worth, The Dallas-Fort Worth International Airport Board, Southwest, and American Airlines, Inc. entered into an agreement to seek elimination of restrictions on air service at the Airport contained in the Wright Amendment, and if such legislation was approved, the parties agreed to allow for the redevelopment and modernization of the existing Airport terminal facilities (the “Five Party Agreement”). Subsequently, on October 13, 2006, Public Law 109-352, commonly known as the “Wright Amendment Reform Act of 2006” was signed into law. The Wright Amendment Reform Act of 2006 provides that the last of the interstate flight restrictions imposed on the Airport since 1979 will be lifted on October 13, 2014.

After approval of the Wright Amendment Reform Act of 2006, the City and Southwest, in accordance with the Five Party Agreement, agreed to redevelop and modernize the Airport, the Love Field Modernization Program (“LFMP”), which includes redevelopment of the existing Airport terminal building and construction of a new twenty (20) gate concourse. Once complete, the new terminal will house 20 airline gates, where Southwest will occupy 16 gates and other airlines will operate from the remaining four gates.

Dallas Executive Airport, a 1,040 acre General Aviation airport is part of the Dallas Airport System, located on Challenger Road off Hampton Road, approximately 10 minutes south of downtown Dallas. Owned by the City of Dallas and operated by the Department of Aviation, Dallas Executive Airport includes a new terminal building with crew lounge, flight planning room, fully equipped conference center and a restaurant. The airport also includes 2 Fixed Base Operators (FBO) for fuel and maintenance needs, as well as hangar space for aircraft.

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The Dallas Vertiport is an elevated aviation facility located at 801 South Lamar Street in Dallas at the south end of the Convention Center. The facility has approximately 169,000 square feet of flight deck and a dedicated automobile parking lot. Both rotor aircraft and tilt-rotor aircraft, such as the Osprey V-22, can be accommodated at the facility. The Vertiport may be used by individuals owning and operating their own aircraft, private charters as well as corporate aviation departments of private companies.

3.2 HISTORICAL ENPLANEMENTS

Table 1 shows enplanements for calendar year 2008 through 2012 and year to date August, 2012. The Airport is the home base for Southwest, and Southwest accounts for a large majority of enplanements at the Airport. In calendar year 2011, Southwest accounted for 97.8% of total enplanements. Continental, United and Delta, using their regional affiliates, accounted for the remaining 2.2%

Table 1HISTORICAL ENPLANEMENTS (Calendar Year)

Airline 2008 2009 2010 2011 2012

Southwest Airlines

3,831,889 3,748,878 3,875,461 3,919,824 3,976,300

Others 196,797 141,252 122,810 88,246 125,099

Total 4,028,686 3,890,130 3,998,271 4,008,070 4,101,399

Projected enplanements for the first full year of the new terminal (2015) are 5,261,000. This projection is provided for informational purposes only and is subject to change. No assurance can be given as to the levels of aviation activity that will be achieved at the Airport in the future. Future traffic at the Airport is sensitive to a variety of factors including: (1) the growth in population and economy of the area served by the Airport, (2) national and international economic conditions, (3) air carrier economics and air fares, (4) the availability and price of aviation fuel, (5) air carrier service and route networks, (6) the capacity of the air traffic control system, and (7) the capacity of the Airport/airways system. Slow or negative traffic growth in many areas; increased competition among air carriers; consolidation and mergers among air carriers; increased fuel, labor, equipment and other costs; and changes in the availability and cost of capital have combined recently to reduce profits materially or to cause losses for some air carriers. Accordingly, the City does not guarantee the accuracy of this projection or that the current market share at the Airport will continue.

3.3 HISTORICAL ADVERTISING SALES and NEW TERMINAL CONCESSIONS

The existing program at DAL, prior to the start of construction, was comprised of approximately 70 approved locations in two terminal buildings and exterior locations. The following Table 2 lists gross advertising sales over the last 4 years and year to date

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August, 2012. Table 3 lists the new terminal concessions at Dallas Love Field.

Table 2HISTORICAL ADVERTISING SALES (Calendar Year)

Calendar Year 2008 2009 2010 2011 2012 Advertising Sales

$2,950,823 $1,819,685 $2,157,333 $1,821,030 $1,637,934

Table 3NEW TERMINAL CONCESSIONS

FOOD AND BEVERAGE

BRAND OPENED 4/2013 OPENING 10/2014

Dunkin Donuts (2) √Cru Wine Bar √Sky Canyon √TexPress Gourmet √Moe’s Southwest Grill √Manchu Wok √Dickey’s BBQ √Baskin-Robbins √La Madeleine √Cantina Laredo √Starbucks (2) √ √Cool River √Campisi’s Pizza √Whataburger √Chic-fil-A √Paciugo’s Gelato & Cafe √Jason’s Deli √Chili’s Too √Bruegger’s Bagels √

NEWS & GIFTS

BRAND OPENING 4/2013 OPENING 10/2014

West End News √

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D Magazine News √Texas Monthly News √Hudson News √CNN Newstand √

SPECIALTY RETAIL

BRAND OPENING 4/2013 OPENING 10/2014

Tech On The Go √Soybu Bliss √Fire CZ √Billy Bob’s Texas √The Cowboy Store – Famous Texas Boots √Travel & Leisure Travel Store √Spectacles √Creative Kidstuff √Mallasadi Men’s Boutique √Desigual √Fair Park Texas √

3.4 PASSENGER PROFILE

The most recent passenger profile information is provided below.

Economic and Travel Characteristics:

o 67% of passengers have dwell times of more than one houro 56% of passengers spend less than 10 minutes to clear securityo 42% of passengers are traveling for business related reasonso 44% of passengers reside in the Dallas Metropolitan areao 48% of passengers have household incomes of $100,000 or moreo 47% of passengers use the Airport four or more times per year

SECTION 4.0 PROJECT DESCRIPTION

Significant changes to the nature of operations, and the volume of passenger traffic at Dallas Love Field is forthcoming with the repeal of the commercial passenger flight restrictions imposed by the Wright Amendment by the year 2014, pursuant to a negotiated agreement among the cities of Dallas and Ft. Worth, the DFW Airport Board

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and American and Southwest Airlines. In order to effectively and efficiently accommodate these changes, it will be necessary to develop capital improvements to the Terminal Building. It is anticipated that the construction activity will impose burdens upon all Airport users, including concessionaires, airlines, other service providers, as well as the Department of Aviation. As with most terminal construction projects, these burdens will involve changing passenger traffic flow patterns, relocating various functions, activities and tenants, and otherwise disrupting the conditions of all who operate in the airport. These capital improvements will be designed and constructed throughout the next 18 months, with completion expected during 2014. In conjunction with the expected improvements, construction and renovation, the Department of Aviation intends to work closely with all concessionaires to minimize disruptions to operations and to provide a high level of service to our customers and passengers.

The Airport through this RFP process is soliciting competitive proposals from qualified firms (Proposers) to develop, install, manage and operate an advertising concession within the:

Airport Terminal Buildings at Dallas Love Field and Dallas Executive Airport, Exterior Advertising Locations at Dallas Love Field and Dallas Executive Airport, The Parking Garage at Dallas Love Field, Roadway locations and associated medians at Dallas Love Field and Dallas

Executive Airport Locations at the Dallas Vertiport

The selected firm will be responsible for providing the following services:

a) Developing, installing, and maintaining advertising displays in the locations listed above. Current locations approved for Airport advertising displays are designated on Attachment D (Exhibits D1 through D5).

b) Soliciting and issuing contracts in its own name for advertising and exhibiting materials to be displayed.

c) Scheduling and contracting advertising displays and/or exhibit placements by date and location, including the length of time that each promotion and advertisement will run and a description of the type of display and/or exhibit. Copies of advertising contracts will be submitted to the Department of Aviation within thirty (30) days of execution.

In addition, the selected firm shall submit detailed reports to the City, in intervals as determined by the City, for evaluation of the advertising program’s operation and the selected firm’s achievement of performance standards. These reports shall include, but are not limited to:

monthly advertising revenues, monthly advertising sales, listing of current advertising agreements, listing of current advertising rates (rate card information),

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maintenance activities, and sales call reports.

TERM: The Primary term of the Agreement shall be for a seven (7) year period from the effective date of the Agreement. At the City’s sole discretion, acting through its Director, the Agreement may be extended up to two (2) additional years in the aggregate. The successful Proposer(s) shall pay the greater of the Minimum Annual Guarantee (MAG) (as applicable) or the percentage of the Gross Advertising Revenues arising from its operations in each year.

4.1 ADVERTISING CONCEPTS

The Airport is looking for creative, state-of-the-art proposals that either utilize new technologies, i.e., interactive devices, multi-screen video walls, fiber optic displays, holographic displays etc., or those that represent new methods of generating advertising revenues. Attachment D, Exhibits D1 through D5 delineates approved locations and pre-approved locations for the new terminal(for Package 1) and is not intended to specify a specific type of fixture or display and does not restrict the Proposer from proposing alternative or additional methods of maximizing revenues. The successful Proposer should consider new concepts but shall submit Marketing and Management plans as reflected in Section 13.7 and 13.8 of this RFP and shall submit all other response requirements as identified in Section 13.0. Attachment D, Exhibit D-1 also includes a schedule that delineates the construction and demolition schedule for the purpose of informing proposers of the various timeframes applicable to new and existing building structures and the effect the schedules have on advertising locations within the Terminal Building.

AWARD: The advertising locations addressed in this RFP are bundled into five (5) packages. Proposers may propose on one, all or any combination of the offered packages. The City reserves the right to award any or all packages to one or more proposers. Proposers may also team with other entities to present a comprehensively skilled joint-venture response to any package.

PACKAGE #1: Interior Terminal Area (Lobby, Baggage Claim, Terminal Concourse, of Dallas Love Field and Interior Terminal Area of Dallas Executive (Attachment D, Exhibits D-1(a) and D-1(b))

Also, there are three distinct locations, delineated on Exhibit D-1(a) Level 1 and Level 2 of the Interior Terminal Area of Dallas Love Field that are to include advertising clients for the Southern Sector of Dallas. If the proposed fixture is a static ad, then the advertising associated with the fixture shall pertain to advertising clients for the Southern Sector of Dallas. If the proposed fixture includes the capability to digitally include multiple advertisements, then at least 50% of the ads are to include advertising clients for the Southern Sector of Dallas. Proposer should clearly exhibit the ability to deliver Southern Sector advertising in their proposal. The desired results for the locations may be

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achieved through a joint venture partnership to provide the expertise.

The successful proposer on Package #1 will be expected to manage a bin advertising program at the security checkpoint of the new terminal building. The vendor will need to work with TSA to develop the Memorandum of Understanding. The Memorandum of Understanding (MOU) will be between the Airport and the Transportation Security Administration (TSA), but the agreement for the bin program will be executed between the successful proposer and the company providing the bin equipment. As this is, in essence, a sub-contract that will include a capital investment by the company providing the bin equipment, that may require rental credits to offset that capital investment, this package #1 component may carry a financial offer to the Airport outside of the stated Package #1 minimum percentage rental. In addition, the capital investment by the company providing the equipment, may not be included in the Package #1 capital investment requirement.

PACKAGE #2: Terminal Exterior (exterior buildings, skybridge, exterior Jetbridges, AOA) of Dallas Love Field and Terminal Exterior Areas of Dallas Executive (Attachment D, Exhibits D-2(A) and D-2(B))

PACKAGE #3: Parking Garage Facility (external facings, elevator doors, steps, walls, columns, etc.) (Attachment D, Exhibit D-3)

PACKAGE #4: Roadways and adjacent medians of both Dallas Love Field and Dallas Executive Airport. (Attachment D, Exhibits D-4(a) and D-4(b)).

PACKAGE #5: Exterior areas of the Dallas Vertiport property (Attachment D Exhibit D – 5)

Proposers must submit one (1) original Proposal marked “Original” and two (2) copies marked “copy separately bound. Additionally seven (7) copies of each Proposal, on electronic media such as disk or flash drive shall be submitted.

4.2 ADVERTISING PROGRAM

The advertising concession granted to the successful proposer on each package shall include the right to develop, construct, install, operate, maintain and sell advertising for dioramas, spectaculars, illuminated floor-mounted showcases, wall wraps, exhibit displays, charging stations, USB Charging stations and such other advertising media in the approved locations of the Airports and the Dallas Vertiport. All fixtures installed shall be new, clean, stocked and operational within 90 days from the effective date of the Agreement. For Package 1, the successful

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Proposer shall be required to expend a minimum of $300,000 in capital improvements on fixtures and/or equipment to be installed for the purposes of presenting advertising to the traveling public at the Airport.

Layouts of the approved locations are included in Attachment D, Exhibits D1 through D5. Attachment D reflects those locations where advertising is currently approved; however, the finalized Advertising Display Plan is subject to final approval by the Director. Exhibit D-1(a) (Dallas Love Field In-Terminal Package 1) depicts the quantity of approved locations and types of fixtures in the new terminal. Proposers are encouraged to use their creativity and innovation in developing an Advertising Display Plan that is consistent and complementary to the features and characteristics of the Airport and that best utilizes the available areas, both aesthetically and financially, in terms of maximizing advertising revenue.

SECTION 5.0 CONCESSION FEES: MAG AND PERCENTAGE FEE

In consideration for the rights and privileges granted by City to Concessionaire under the contract, Concessionaire shall pay to the City the fees described in this RFP and in the Contract as follows:

Package # 1: Year 1 MAG or % Annual Gross Revenue, Year 2 – 7 MAG based on prior year percentage payment to the City or the proposed MAG for the applicable year, whichever is greater

Package # 2: Year 1: % of Annual Gross Revenue; Year 2 – 7: MAG based on prior year percentage payment to the City.

Package # 3: Year 1: % of Annual Gross Revenue; Year 2 – 7: MAG based on prior year percentage payment to the City.

Package # 4: Year 1: % of Annual Gross Revenue; Year 2 – 7: MAG based on prior year percentage payment to the City.

Package # 5: Year 1: % of Annual Gross Revenue; Year 2 – 7: MAG based on prior year percentage payment to the City.

A. During the term of the Agreement, the successful Proposer shall pay to the City as the Concession Fee the GREATER OF the percentage of the annual Gross Revenues or the Minimum Annual Guaranteed (MAG) amount, as

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proposed on the proposal form contained in Attachment E., Form 7. For each package, the MAG shall be paid on a monthly basis at 1/12thof the MAG amount for any Contract Year.

B. The Minimum Annual Guarantee (MAG) amount to the City for each Contract Year shall not be less than Seven Hundred Fifty Thousand Dollars ($750,000.00) for Package 1. The Minimum Annual Guarantee (MAG) amount for all packages for Contract Year Two (2) through Seven (7) shall be the greater of the proposed MAG amount (for Package 1 Only) or ninety percent (90%) of the percentage concession fees paid to the City for the preceding Contract Year (for Packages 1 through 5).

`C. The minimum percentage rate acceptable to the City for any Contract Year shall not be less than fifty percent (50%).

NOTE: Proposers offering a MAG amount of less than the above stated MAG for Package 1or less than fifty percent (50%) for all packages for any Contract Year during the primary term of this Agreement will not be considered.

D. The MAG amount for any extension year shall be the greater of the MAG amount for the preceding Contract Year or ninety percent (90%) of the percentage concession fees paid to the City in the preceding Contract Year.

E. For Packages 2 through 5: If after the first Contract Year , proposer has failed to obtain client contracts that equate to 50% of the proposed gross sales submitted in the response to the RFP, City reserves the right to terminate the agreement with thirty (30) days written notice to Contractor. Contractor will have an additional thirty (30) days to remove any furnishings, fixtures or equipment.

SECTION 6.0 ADVERTISING RULES AND GUIDELINES

The following rules and guidelines apply to the advertising program as identified in Section 4.2. Each Proposer shall develop an Advertising Display Plan that conforms to the following rules and guidelines:

1. All advertising displays shall enhance the aesthetics and blend with the environment where the particular fixture, display or advertising medium is located.

2. No display shall obstruct, overpower or otherwise interfere with other signage or informational displays that provide travelers and other Airport users with needed information about gates, ticket counters, baggage

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claim, restrooms and other amenities.

3. All displays, that include lighting, directly or indirectly, provided by or installed by the successful proposer shall enhance the overall lighting in the particular area. For Package 1: Displays that utilize lighting other than the standard fluorescent type back lighting for non-digital displays must be approved, in advance, by the Director.

4. The successful Proposer shall provide for regular maintenance and cleaning of all displays to ensure that all units are kept in good repair at all times and that fixtures are properly illuminated.

a) Shall provide qualified technicians to perform display maintenance as well as minor problem resolution.

b) Shall be available from 8:00 a.m. to midnight, seven (7) days per week, 365 days per year. Response time shall be less than twenty four (24) hours.

5. A local authorized representative of the successful Proposer shall be available at all times to coordinate the development of the advertising program throughout the term of the Agreement.

6. Ensure that within 50 feet of an area controlled by a specific business, no advertisement may be displayed that promotes a competitor of that business.

7. Provides for public service announcements and promotional ads at no charge to the Airport except for artwork, for the Airport’s use, on all approved locations not sold at any time during the contract term. If the Airport does not intend to utilize any such available location, Proposer shall be prepared to insert other public service announcements (“PSA’s”) into vacant fixture(s); all such PSA’s shall be approved by the Director prior to installation. For Package 1, the maximum vacancy period for any installed fixture is twenty-four (24) hours. The successful Proposer shall be allowed a maximum of two (2) vacant fixtures to advertise itself to include contact information or information beneficial to prospective buyers. Vacant wall wrap or banner locations shall remain vacant and are exempt from the PSA requirement and may not be utilized for self-advertisement unless approved by the Director.

8. All advertisements of any kind; color, content, use of language or text, type of advertisement, product, service or company being advertised, as well as the intended location for placement, shall be reviewed and approved or rejected by the Director within ten (10) business days. The department of Aviation acting thru its director, strives to provide approvals

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within ten business days, but will not guarantee such response, nor will the advertisement be deemed approved should such response exceed ten days. Political and issue-oriented advertising of any kind is not acceptable for display. The approval or lack of approval by the Director as to the appropriate nature of any proposed advertisement or display shall be final and at the sole discretion of the Director. Prior to the execution of any advertising contract, the successful Proposer shall submit a request for approval for any advertisement to be placed at the Airport or Dallas Executive Airport. Such submittal shall include a rendering, photo or video media for consideration. If requested electronically, a pdf, jpeg or similar visual must accompany the request.

9. Advertising concepts that anticipate the use of WiFi services must utilize the airport’s WIFI service provider. The utilization of any outside wireless system provider or the installation of WiFi “hotspots”, outside of the airport’s designated wireless service provider, is not allowed.

SECTION 7.0 GUIDELINES FOR ADVERTISING CONCESSIONAIRES

1. Provides, installs, operates and maintains at its own cost and expense reliable service for all equipment, including the installation of all electrical connections necessary for conducting its business at the Airport. For those approved locations in Package 1 for Dallas Love Field, electrical and data will be provided to the location. The approved locations are depicted in Attachment D, Exhibit D-1(a).

2. Shall be entitled, during the term of the Agreement and upon termination hereof, to remove from the Airport premises, or any part thereof, all personal property, trade fixtures, tools, machinery, equipment, materials and supplies placed thereon by it, provided that the successful Proposer shall repair all damage resulting from such removal. The City shall allow the successful Proposer no more than thirty (30) calendar days after the termination date hereof for such removal, unless additional time is mutually agreed upon.

3. Shall, upon thirty (30) days written notice from the Director, add, remove or relocate any advertising fixture or medium. Any such addition, removal or relocation costs shall be at the concession’s expense. The Director also reserves the right to add, delete or exchange any approved location as depicted in Attachment D, Exhibits D1, D2, D3, D4 or D5. The necessity for the above is at the sole discretion of the Director.

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SECTION 8.0 PLAN Display

AS-BUILT DOCUMENTATION

Upon completion of the installation, the successful Proposer shall prepare as-built documentation of the advertising locations.  This documentation shall include:

1. Drawings:  drawings shall be provided on disk in a form compatible with AutoCAD 2000 or the version as directed by AESM.  Vendor shall be provided design drawings in AutoCAD format.  The Vendor shall update design drawings on a separate layer.  All of the requested drawings shall be placed on these plans so that all cable routes are to scale and provide accurate information for future use.

2. A complete diagram of all terminations in the MDF and IDFs.

3. A complete diagram of all copper, fiber and coax riser.

4. A complete diagram of all copper, fiber and coax inter-building cable.

SECTION 9.0 INSURANCE AND PERFORMANCE BOND

The successful Proposer shall purchase and maintain, during the term of the Agreement, insurance as described in Attachment C and agrees to the indemnification agreement therein. In addition, a performance bond or other acceptable collateral shall be required to guarantee the performance and payment of the Agreement. The amount of the bond or other acceptable collateral shall be equal to one-half (1/2) of the first year’s Minimum Annual Guarantee amount for Package 1; one-half (1/2) of the 2nd and all subsequent years Minimum Annual Guarantee amounts for Packages 2, 3, 4 and 5.

SECTION 10.0 ASSESSMENT OF INTEREST

There will be assessment of interest on money owed to the City in accordance with Section 2-1.1 of the Dallas City Code, as set forth in Section 1 of City Ordinance No. 23135.

SECTION 11.0 QUALIFICATIONS

All Proposers to this RFP must be experienced in the continuous operation of advertising sales in airports or similar facilities for a minimum of three (3) consecutive years preceding April 1, 2013. Each Proposer must demonstrate financial capability commensurate with the proposal that is submitted. In addition, the Proposer must be able to demonstrate that its firm has successful

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advertising sales experience and must be able to demonstrate that its firm has a proven advertising sales track record with national, regional and/or local accounts. If Proposer is a newly formed joint venture, then qualification information as described above should be submitted by each of the joint venture entities.

SECTION 12.0 A IRPORT CONCESSION DISADVANTAGED BUSINESS ENTERPRISE (ACDBE) PARTICIPATION; SMALL BUSINESS ENTITY (SBE) PARTICIPATION

A. The Airport is seeking Airport Concession Disadvantaged Business Enterprise (ACDBE) Participation in the Advertising Concession Program identified in this RFP. ACDBE involvement is a required component of the Advertising Concession Program. Airport concessionaires are required to make good faith efforts to explore all available options, e.g., unbundling of contract work into smaller portions to increase accessibility for DBEs and SBEs; sub-contracting portions of the work that the prime might otherwise perform with their own workforces, etc. to meet the ACDBE participation component. ACDBE participation is expressed as a percentage of the prime’s projected annual total gross revenues, i.e., % ACDBE Participation = ACDBE Total Gross Revenue or Sales/Prime Total Gross Revenue or Sales. The current ACDBE participation goal for contracts awarded during the goal period of FY 2011-2014 is 22.84%. The participation percentage goal sought is subject to change from goal period to goal period and is based upon projected annual total gross revenues. The Airport does not seek ACDBE participants solely for the purpose of meeting an established goal, rather, the ACDBE or SBE participation occurs when the ACDBE or SBE participant performs a verifiable commercially useful function, i.e., is actively engaged in the operation of the advertising concession or provide supplies or services directly related to the operation of an advertising concession.

B. ACDBE or SBE participation can be accomplished by ACDBE direct ownership or by the formation of joint ventures, partnerships, and/or subcontractor arrangements, provided that in the case of joint ventures, partnerships, and subcontractor arrangements, the ACDBE component of the contract will consist of the distinct, clearly defined portion of the work performed by the ACDBE or SBE or from the utilization of certified ACDBE suppliers and subcontractors, i.e., purchases of goods and services from an ACDBE or SBE. Firms claiming ACDBE, DBE or SBE status must be certified through the Uniform Certification Process (UCP) for the State of Texas. The North Central Texas Regional Certification Agency (NCTRCA) provides ACDBE certification via the UCP to qualifying entities.

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C. For general information concerning the City’s ACDBE program and ACDBE certification, contact the City’s Office of Business Development and Procurement Services at (214) 670-3325. For assistance with the ACDBE or SBE certification process, contact NCTRCA directly at (817) 640-0606 or via their website at www.nctrca.org.

D. The concession Agreement awarded as a result of this RFP is subject to the requirements of the U.S. Department of Transportation regulation 49 CFR Part 23. The Proposer 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 concession agreement, management contract, purchase or lease agreement or other agreement covered by 49 CFR Part 23, further, that the preceding verbiage regarding non-discrimination will be included in any subsequent concession agreement or contract covered by CFR 49 Part 23 that it enters and cause those businesses to similarly include the non-discrimination verbiage in further agreements.

E. The Proposer shall submit to the City by the fifteenth (15th) day of the second (2nd) month and each succeeding month of the term hereof one copy of an accurate statement of the ACDBE accomplishment report covering the preceding month’s revenue activity.

F. The statement of ACDBE accomplishment due shall be considered late if not received by the twentieth (20th) day of the month it is due, and Proposer shall be charged fifty dollars ($50.00) per day for each day a monthly statement of ACDBE accomplishment is delinquent. The parties hereto agree that the actual cost resulting to the City of Dallas because of the delinquent report are incapable of being accurately ascertained or determined and hereby agree to the fifty dollars ($50.00) per day as the measure of any damages resulting from such late reports and such charge shall not be considered penalty or interest.

SECTION 13.0 RESPONSE REQUIREMENTS

Except as noted, the following response requirements shall be completed and submitted with the Proposal, as identified below:

13.1 COVER LETTER

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A cover letter shall identify Proposer and the specific RFP name upon which the proposal is based and shall state why Proposer believes its proposal should be selected.

13.2 PROPOSER FORMS

Proposer shall properly execute all Proposer’s Forms (Attachment E).

13.3 FINANCIAL INFORMATION

Provide the financial information requested in Attachment E, Form 6.If Proposer is a newly formed joint venture, then financial information as described above should be submitted by each of the joint venture entities.

13.4 ADVERTISING PLAN

a) Provide a detailed Advertising Display Plan that clearly shows the aesthetic appeal of any fixture or wrap locations contemplated to be utilized;

b) Include a summary of all proposed advertising display locations. Provide detailed information regarding the type of display and location proposed. The Advertising Plan should reflect sales and revenue projections by type of display (digital/diorama/wall wrap/spectacular/banner, displays, etc.) and location. Submittal must include narrative, plans, drawings and specifications of proposed displays;

c). Include Rate Card projections for the first three years of the primary term, the methodology used in determining the Rate Card along with how it will be updated and how discounts will be determined. Indicate rate discount methods and/or practices for multiple airport buys, if any.

d) Include the projected dollar value of the installed capital expenditures.

13.5 EXPERIENCE

a) Provide information to substantiate Proposer’s experience of not less than three (3) continuous years in advertising sales;

b) Include a client list of national, regional and local advertisers and advertising agencies with whom Proposer interacts regularly;

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c) Include a complete list of the locations and respective addresses where the applicant has sold or operated advertising displays during the prior three (3) year period immediately preceding August, 2012. Proposer should include the name and telephone number of the person to contact, the annual gross receipts generated, the actual revenue and percentage paid, the number of advertising displays installed, the total number of available faces for the displays and the commencement and expiration dates with respect to the Proposer’s contract for each location. Also provide illustrations or pictures of advertising displays at these locations.

d) Include a list and brief description, including potential dollars committed, of any offers or proposals for the installation, placement, maintenance, and operation of advertising displays made by the Proposer which are still currently outstanding (current RFP process).

e) Information provided shall include: The Proposer’s previous experience in performing similar or comparable work, an audited financial statement, written qualifications of company personnel, size of work force and number of personnel dedicated to this concession. The City reserves the right to reject any Proposal if the evidence submitted by, or investigation of, such Proposer fails to satisfy the City that such Proposer is properly qualified to carry out the obligations of the Agreement to complete the work contemplated herein. The City may conduct such investigations as it deems necessary to determine the ability of the Proposer to perform the work, and the Proposer shall furnish the City all such information and data for this purpose upon request.

13.6 ACDBE PLAN

Submit the proposed plan for specifically addressing the percentage ACDBE goal participation within the plan, as described in Section 12 .0. Describe past and current business activities involving ACDBE firms and include any formal policy or program established. Clearly identify the submittal as “ACDBE Plan,” and use as much space on separate paper as necessary.

13.7 MARKETING PLAN

Submit a detailed explanation of the proposed marketing plan and strategy, including a description of the sales organization and ongoing marketing and advertising research data that will be utilized in marketing the Airport. The Marketing Plan shall include the methodology of updating such data during the term, promotional materials, and sales kits that will be used, together with a statement of what the Proposer considers to be its strengths in the marketplace

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and how such strengths shall be utilized in marketing the Airport. The Proposer shall specifically address the methods it will use to maximize revenues to the Airport, particularly its ability to exceed the MAG amount, and to ensure that its advertising displays remain updated and occupied by paying advertisers. Also, describe what part any new technologies will play in the Proposer’s overall plan. If the Airport is to be packaged with other airports, then the advantages of this strategy must be shown.

13.8 MANAGEMENT PLAN

Provide a description of the management personnel to be assigned to the Proposer’s office in the Dallas area to administer sales and operations, together with a statement of the qualifications and resumes of the management personnel. Indicate the number of persons to be employed and functions of each, including a specific description of the sales and operations force with organizational chart. State whether any of the management personnel will be responsible for any operations being conducted by the Proposer at other airports or for other clients. The successful Proposer in the Advertising Program will be required to have a local office within the Dallas city limits to administer its operations. If the Proposer currently maintains an office inside the Dallas city limits, provide the address, phone and fax numbers of the office.

13.9 TRANSITION PLAN

Provide a schedule for implementation of the proposed advertising program within the 90 day implementation period. The schedule should begin with the effective date of the Contract and detail specific tasks through completion of the final install. Proposer shall provide a transition plan with a description of how the new advertising program will be phased in to ensure minimal disruption. In addition, provide examples of previous projects that were delivered on schedule and similar in scope and complexity to this opportunity.

13.10 OTHER INFORMATION & REFERENCES

a) A complete list of any agreements for the operation of advertising displays to which the applicant was a party which were terminated or revoked prior to their scheduled expiration date, together with a statement setting forth the reason for such termination or revocation;

b) A description of all litigation which is currently pending or which was instituted in the past three (3) years involving the applicant and the operator or owner of any facility where the applicant is conducting or has

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conducted business;

c) At least six (6) reference letters: two (2) financial, two (2) advertising agencies and/or advertisers, and two (2) of Proposer’s choice;

d) A copy of Proposer’s advertising standards, policies, and practices. In addition, include a copy of the company’s standard contract form that advertisers must execute.

e) A list of advertising industry and trade associations of which Proposer is currently an active member.

SECTION 14.0 SELECTION & EVALUATION CRITERIA PER CATEGORY PER PACKAGE

The evaluation of each response to this RFP will be based on the evaluation criteria set forth below to determine the most advantageous proposer(s) to the City.

The purpose of this RFP is to identify those respondents that have the interest, capability, and financial strength to function as the Commercial Advertising provider to the City of Dallas, Department of Aviation.

Proposal evaluation criteria have been established to assist the City of Dallas in determining which Proposer will provide the best proposal for the City of Dallas. As an item of the evaluation process, the City of Dallas reserves the right to interview proposers.

Evaluation for selection of the proposal(s) shall be based on the following criteria, which are valued as displayed in parentheses:

Evaluation Criteria

1. Economics/Financial Return to the City; Thirty Percent (30%)

a) Proposed Minimum Annual Guarantee Amount (Seven (7) year aggregate total)

b) Percentage of Gross Revenues

c) Capital Investment

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2. Quality of the Advertising Program; Twenty Percent (20%)

a) Quality of Marketing Plan

b) Reasonableness of Management Plan

c) Reasonableness of Quality and Quantity of Display Program

d) Clarity of Plan

3. Experience and Capability of the Proposer; Ten Percent (10%)

a) Demonstrated Related Experience and Capability

b) Advertising Sales Track Record

c) Local Office

4. Financial Strength (capability) to deliver the Advertising Display Plan and Pay the MAG and/or percentage fees; Fifteen Percent (15%)

a) Capability to deliver the Advertising Display Plan and pay the MAG or percentage fee amount

b) Quality of Financials

c) Quality of References

5. Operations Plan (10%)

a) Experience of proposed Management, sales and operations staff

b) Quality of the operations relating to inspecting, cleaning and maintenance of fixtures and displays

6. ACDBE Program; Fifteen Percent (15%)

a) ACDBE Plan or Policy proposed by the Respondent

b) Respondent’s Historical utilization of DBEs/ACDBEs Meaningfulness of participation and roles of ACDBE/DBE firms in the concessions operations, structure of the management/ownership, joint ventures and secured contracts

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for goods and/or services, both existing and proposed

c) Acknowledgement of 49CFR Part 23 requirements to meet goals or perform Good Faith Efforts (GFE) to meet the goals.

NOTE: THE CITY RESERVES THE RIGHT TO CONDUCT INTERVIEWS TO FACILITATE SELECTION OF THE PROPOSAL. THE CITY ALSO RESERVES IT’S RIGHT TO REJECT ANY OR ALL PROPOSALS.

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