REQUEST FOR PROPOSALS

FOR

WIRELESS FIDELITY (WI-FI) INTERNET ACCESS SERVICE CONCESSION AT LAX

Release Date: November 7, 2014

Pre-Proposal Conference:

November 19, 2014 at 2:00 p.m. Pacific Standard Time (PST) at Los Angeles World Airports Administration Building, Board Briefing Room

1 World Way, Los Angeles CA 90045

Deadline for Submission of Questions/Requests for Clarification: Submit all questions and requests for clarification in writing to laxconcessions@lawa.org

no later than 3:00 p.m. PST on December 1, 2014

Deadline for Submission of Comments on Agreement: Submit all comments in writing to laxconcessions@lawa.org

no later than 3:00 p.m. PST on December 8, 2014

Proposal Due Date: no later than 2:00 p.m. PST on January 15, 2015 at

LAWA - Commercial Development Group Attn: Denise Sample

1 World Way, 2nd Floor Los Angeles, CA 90045

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TABLE OF CONTENTS SECTION 1 – INTRODUCTION

A. The Opportunity ...................................................................................................... 3 B. LAWA and LAX Description ..................................................................................... 3 C. Current LAX Wi-Fi System ...................................................................................... 3

SECTION 2 – SCOPE OF AGREEMENT

A. Development of Final Draft Agreement ................................................................... 5 B. Term of the Agreement ........................................................................................... 5 C. Payments to LAWA ................................................................................................ 5 D. Advertising and Sponsorship……………………………………………………………. 5 E. Services Provided ................................................................................................. 6 F. Coordination of Design and Construction ................................................................ 6 G. Airport Concessions Disadvantaged Business Enterprise Program (ACDBE) ......... 7 H. Labor Peace Agreement ......................................................................................... 7 I. Other ........................................................................................................................ 7

SECTION 3 – EVALUATION CRITERIA AND SELECTION PROCESS

A. Evaluation Criteria ................................................................................................... 8 B. Interviews and Evaluation Panel Additional Information Requests ........................... 8 C. Scoring.................................................................................................................... 8 D. Agreement Execution ............................................................................................ 9

SECTION 4 – INSTRUCTIONS TO PROPOSERS

A. General Instructions .............................................................................................. 10 B. Proposal Bond ....................................................................................................... 10 C. Pre-Proposal Conference ...................................................................................... 11 D. Submission of Questions ..................................................................................... 11 E. Verification of Prior City Contracts ......................................................................... 11 F. Contract Award ...................................................................................................... 12 G. Validity of Proposals ............................................................................................. 12 H. Instructions for Part One Submittal ........................................................................ 12

SECTION 5 – ADMINISTRATIVE REQUIREMENTS ................................................... 20 SECTION 6 – ATTACHMENTS

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SECTION 1 – INTRODUCTION A. The Opportunity Los Angeles World Airports (LAWA), a Department of the City of Los Angeles (City), seeks proposals from interested and qualified firms to operate a non-exclusive Wireless Fidelity (Wi-Fi) internet access service concession (Concession) at Los Angeles International Airport (LAX). The operation of the Concession will be in accordance with this Request for Proposals (RFP) and the draft Concession agreement (Agreement). The Successful Proposer awarded the Agreement, hereafter referred to as the Wi-Fi Concessionaire (WFC), will be responsible for upgrading, managing, operating and maintaining the existing Wi-Fi distribution system (Wi-Fi system), at its own expense. In addition, the WFC will provide reliable Wi-Fi services to the passengers in all the public areas of the terminals at LAX. The WFC must provide service options that include complimentary and paid Wi-Fi as defined in this RFP. The WFC will be permitted to sell advertising or secure sponsorship on the complimentary Wi-Fi system directly or, alternatively, through LAWA’s current Terminal Media Operator (TMO) or any future advertising/sponsorship concession agreement. The WFC will also be permitted to provide contractual Wi-Fi services to LAWA tenants, concessionaires, and other LAWA-approved operators at LAX. B. LAWA and LAX Description LAWA is a financially self-sufficient, proprietary department of the City of Los Angeles. LAWA operates, maintains and develops LAX, LA/Ontario International Airport (ONT), and Van Nuys Airport (VNY). LAWA is controlled by the Board of Airport Commissioners (Board), a seven-member board appointed by the Mayor, and subject to approval by City Council. LAX occupies approximately 3,500 acres and is located approximately 15 miles southwest of the Los Angeles Central Business District. In calendar year 2014, passenger volume at LAX will exceed 66 million. Historical passenger traffic statistics for all LAX terminals and airlines may be found on the LAWA Web Site: http://www.lawa.aero/LAXStatistics.aspx. Currently, more than 20 domestic and commuter airlines and 49 international airlines provide scheduled service at LAX. LAWA does not determine which airlines commence or suspend service at LAX and LAWA has no role in determining the routes or services provided by airlines serving LAX. Airline locations at LAX have a history of change and LAWA expects that airline locations will continue to change in the future. Several terminals at LAX are leased to airlines having the right to enter into operating agreements with other airlines to use these terminals, which may lead to airline relocations not initiated by LAWA. The passenger terminals at LAX are: Terminals 1, 2, 3, 4, 5, 6, 7, 8, the American Eagle Remote Terminal and the Tom Bradley International Terminal (TBIT). All terminals are open seven days a week, with hours of operation generally between 4:00 a.m. and 2:00 a.m. C. Current LAX Wi-Fi System The existing Wi-Fi service at LAX is managed and operated by Advanced Wireless Group, LLC, a Boingo Wireless Company (AWG). AWG provides free Wi-Fi service to the traveling public in

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the public areas within Terminals 1-8, TBIT and the American Eagle Remote Terminal, excluding curbside and jet-bridges. AWG provides free Wi-Fi service at a minimum service level of 1.5 Megabits-per-second (Mbps). To access the free Wi-Fi, passengers may be required to watch a short advertisement or sponsorship clip no more frequently than once every 45 minutes. Passengers can also choose to pay a fee for premium internet service access, without any advertising, at a minimum service level of 6 Mbps. The current Wi-Fi services agreement expires on June 25, 2015. The Wi-Fi system will become property of LAWA upon expiration or termination of the existing agreement.

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SECTION 2 - SCOPE OF AGREEMENT This section describes, on a preliminary basis, the scope of the Agreement. The terms contained herein should be considered illustrative and are subject to change. A. Development of Final Draft Agreement LAWA plans to issue a draft Agreement following the issuance of this RFP. If issued prior to the proposal submission date, proposers will have an opportunity to comment on the draft Agreement. Comments must be submitted in writing to LAWA by the date listed on the cover page of this RFP. All comments received on the draft Agreement, if issued, will be made available to proposers in the form of an addendum to this RFP. Following receipt and consideration of comments on the draft Agreement LAWA will make reasonable efforts to issue a final draft Agreement at least seven days prior to the proposal due date. B. Term of the Agreement The term of the Agreement is seven years which commences on June 26, 2015. As outlined in the Agreement, LAWA will have the option to issue a notice of cancellation after year five of the Agreement subject to buy-out of undepreciated Qualified Investments. C. Payments to LAWA

Upon term commencement, the WFC will be required to pay to LAWA:

• An Annual Privilege Fee to be paid in 12 equal monthly installments; PLUS

• A Contingent Fee equal to 50% multiplied by the amount of annual gross revenue exceeding the proposed Threshold Amount. Annual gross revenue includes all revenue the WFC collects from pay-for-use transactions, the sale of advertising and sponsorship, monthly Subscription & Roaming Session Fees, and all other payments including, but not limited to, fees arising from contractual services provided by the WFC to LAWA tenants, concessionaires, and other LAWA-approved operators at LAX.

D. Advertising and Sponsorship

The WFC will be permitted to sell advertising and/or secure sponsorship for the complimentary Wi-Fi system only, directly or alternatively through LAWA’s current Terminal Media Operator (TMO) or any future advertising concession. Pop-up and interactive advertising are not allowed at any time. Non-interactive advertising/sponsorship will only be permitted on the initial splash page and customers will only be required to watch one advertisement or sponsorship clip of a maximum length of 30 seconds per 45 minute use of the Complimentary Service.

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E. Services Provided The WFC will be required to provide Wi-Fi service options to passengers as follows:

• Complimentary (Free, with advertising/sponsorship) The WFC will be required to provide passengers with complimentary Wi-Fi service at a minimum bandwidth of 5 Mbps. Passengers will watch no more than one 30-second advertisement or sponsorship clip per 45 minute session.

• Standard Pay-For-Use

The WFC will be required to provide passengers with Standard Pay-for-Use Wi-Fi service at a minimum bandwidth of 10 Mbps for session times and corresponding fees as proposed by the WFC and approved by LAWA.

• Premium Pay-For-Use The WFC will also be required to provide passengers with Premium Pay-for-Use Wi-Fi service at a minimum bandwidth of 20 Mbps for session times and corresponding fees as proposed by the WFC and approved by LAWA.

LAWA will evaluate minimum download and upload speeds on an annual basis with the WFC and adjust minimum speeds in order to ensure that the LAX Wi-Fi remains current with advancing Wi-Fi technology.

The WFC will provide services to its subscribers and to the WFC’s Roaming Partners, as defined in the Agreement, with no direct charge to the passenger and without any sponsorship/ advertising splash page. In accordance with the Agreement, LAWA will calculate the WFC’s gross revenue for Subscription & Roaming Session Fees at a minimum of $1.00 per subscription/roaming session. The WFC will be responsible for providing free and pay-for-use Wi-Fi access to passengers in all the public areas of Terminals 1-8, TBIT and the American Eagle Remote Terminal, excluding curbside and jet-bridges, as described above through either upgrading the existing Wi-Fi equipment or installing new equipment to meet the bandwidth standards required by this RFP within a certain time period as defined in the Agreement. The WFC may also provide services to LAWA tenants, concessionaires, and other operators at LAX, as approved by LAWA as defined in the Agreement. F. Coordination of Design and Construction The WFC will be responsible for managing all aspects of construction activities to upgrade and maintain the Wi-Fi system. The WFC will be required to coordinate with LAWA and all improvements will be subject to the most current version of LAWA’s Design and Construction Handbook, which can be found at www.lawa.org/laxdev/handbook.aspx. LAX is an extremely complicated and congested operating environment. The WFC will be required to manage all of its activities in a highly professional manner with minimum disruption to airport operations.

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G. Airport Concessions Disadvantaged Enterprise Program (ACDBE) Pursuant to United States Code of Federal Regulations Title 49-Transportation, Subtitle A, Part 23 (49 CFR 23), LAWA’s policy is to provide ACDBEs the opportunity to compete for and participate in performance of all LAWA contracts. The objective of this policy is to achieve participation of ACDBEs at levels comparable to their availability to provide goods and services to LAWA with the ultimate goal of developing their status and expertise so that they may compete for future contracts on an equal basis with other successful non-ACDBE firms.

For the purpose of the ACDBE policy, an Airport Concession is defined as:

1. A business located on an airport engaged in the sale of consumer goods or

services to the public under an agreement with an airport, another concessionaire, or the owner or lessee of a terminal.

2. A business conducting one or more of the following activities, even if it does not maintain an office, store, or other business location on an airport, as long as the activities take place on the airport: management contracts and subcontracts, a web based or other electronic business in a terminal or which passengers can access at the terminal, an advertising business providing advertising displays or messages to the public on the airport, or a business providing goods and services to concessionaires.

LAWA has determined an ACDBE goal for this RFP is [0]%. H. Labor Peace Agreement LAWA Board Resolution No. 23437, which sets forth LAWA’s Labor Peace Policy, is described as part of the Administrative Requirements in Section 5. Compliance with LAWA’s Labor Peace Policy, as currently established or subsequently revised, is mandatory throughout the Term of the Agreement. I. Other The WFC is required to comply with LAWA security policies and adhere to established requirements. The WFC is responsible for all expenses incurred by LAWA for corrective action resulting from either the WFC’s or its subtenants' and subcontractors' non-compliance with LAWA or Transportation Security Administration (TSA) rules.

Deliveries for both construction and operations must be made in conformance with LAWA and TSA regulations, which may include limitations on time of day and location of routing.

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SECTION 3 – EVALUATION CRITERIA AND SELECTION PROCESS A. Evaluation Criteria LAWA has established specific criteria to conduct the evaluation of proposals. The criteria listed below will be used to evaluate all proposals that have satisfied the Administrative Requirements review. The criteria are as follows:

CRITERIA POINTS

1 Qualifications and Experience 15

2 Proposed Services 25

3 Management and Operations Plan 15

4 Capital Investment and Implementation Plan 20

5 Financial Capability 10

6 Financial Return to LAWA 15

TOTAL POINTS 100 B. Interviews and Evaluation Panel Additional Information Requests LAWA reserves the right to conduct interviews or to proceed with the evaluation process without conducting interviews. The purpose of interviews, if conducted, would be to allow proposers the opportunity to clarify and expand upon aspects of their proposal. Interviews also present an opportunity to evaluate key personnel and discuss and clarify written proposals. Proposer(s) (either all or a short list) may be subsequently re-interviewed for final evaluation. LAWA reserves the right to interview only a short list of proposers or to short list proposals without conducting interviews. If a short list is used, it will be based on the evaluation panel using evaluation categories #1 (Qualifications and Experience) and #2 (Proposed Services) as identified above. If LAWA elects to establish a short list among the proposers, LAWA reserves the right for the evaluation panel to determine the number of short-listed proposers during the evaluation process. C. Scoring Scoring will be accomplished by using a “must system.” Under this system, after evaluating all proposals, each member of the Evaluation Panel must award the maximum potential points designated for each evaluation category to at least one proposal that best demonstrates the criteria or requirements of that category. Each Evaluation Panel member, however, may also award the maximum potential points to other proposal(s) that, in the opinion of the Evaluation Panel member, demonstrate comparable quality in the category.

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Once each Evaluation Panel member has completed scoring, the Evaluation Panel member’s scores will be converted to rankings (i.e., 1st, 2nd, 3rd, etc.). These rankings among Evaluation Panel members will then be averaged to determine the overall ranking by the Evaluation Panel. D. Agreement Execution LAWA intends to enter into an Agreement with the Proposer whose proposal is deemed most advantageous to LAWA. After the evaluation process is completed, a maximum 14 day limit will be established for the Agreement to be executed. If the Agreement is not executed by a Successful Proposer within the set time period, LAWA reserves the right to extend the time period or to enter into an Agreement with another Proposer. The draft Agreement which will be an addendum to this RFP will be substantially complete. LAWA reserves the right to revise the draft Agreement (a) to reflect the Successful Proposer’s financial proposals and (b) as necessary to achieve LAWA’s best interest as determined by LAWA in its sole discretion.

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SECTION 4 – INSTRUCTIONS TO PROPOSERS A. General Instructions Proposers should read, review and understand this RFP, along with all attachments and any addenda that may be issued. Each proposer should submit a proposal in accordance with instructions given in this RFP. The proposal should be prepared as specified herein regarding form, content and sequence. LAWA must receive delivery of the proposal at the address specified on the cover page of this RFP no later than the date and time specified on such cover page (the proposal due date). Any proposal received at the wrong location or after the exact time specified for receipt will not be considered. Each proposer must submit their proposal in two parts: one original and seven copies of Part One and one original and one copy of Part Two. The original must be marked “original” on its front page or cover, and must contain original signatures and must be signed by (a) duly authorized representative(s) of the Proposer. See Authority to Propose, below. The original and copies of Part One of the proposal must be enclosed in a single sealed package, with the name and address of the Proposer in the upper left hand corner, and marked, “Proposal – Wi-Fi Internet Access Service Concession”. Part Two should be in a separate binder labeled “Wi-Fi Internet Access Service Concession Administrative Requirements” and contain material demonstrating that the Proposer satisfies the Administrative Requirements. The forms necessary for completing the Administrative package are contained in Section 5 of this RFP (Administrative Requirements). Each copy of the proposal must be printed double-sided no smaller than 11-point font and contained in an 8½” x 11” three-ring binder with tabbed dividers as described below. Each side will count as one page for page limit purposes. Unless otherwise noted, all pages in the three-ring binder must be on paper no larger than 8½” x 11”. Proposers must also provide a complete electronic file of the original proposal as an adobe portable document format (PDF) file on a CD-ROM or flash drive. Proprietary information should be included on a separately labeled CD-ROM or flash drive. Proposers should not submit any additional audio or video materials as part of their proposal submissions. LAWA may elect to not review or not score any proposal that fails to follow guidelines regarding page limits or page sizes. No supplemental information in excess of the page limits may be included. B. Proposal Bond No proposal will be considered unless the Proposal Bond accompanies it. The amount of the required Proposal Bond is $150,000. Each proposer is required to submit either:

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• A cashier's or certified check issued by a responsible bank, payable to the City of Los

Angeles, Los Angeles World Airports; or

• An acceptable proposal surety bond from a responsible surety company for a like amount and so payable. If a surety bond is used please carefully read and complete the Proposal Bond instructions in Section 5 of this RFP (Administrative Requirements).

The Proposal Bond of the Successful Proposer will be held to guarantee execution of the Agreement and delivery of the Faithful Performance Guarantee that will be required under the Agreement. The Proposal Bond or the cash proceeds thereof will be retained by LAWA as liquidated damages if the Successful Proposer fails to execute the Agreement or deliver the Faithful Performance Guarantee. The Proposal Bonds of the unsuccessful proposers will be returned within thirty days of award of the Agreement to the Successful Proposer or rejection of all proposals. C. Pre-Proposal Conference A pre-proposal conference is scheduled for the date and time provided on the cover page of this RFP. The purpose of this conference is to discuss the requirements and objectives of this RFP. A sign-in sheet will record attendance.

D. Submission of Questions

All questions regarding this RFP should be clearly presented in writing and transmitted by email to laxconcessions@lawa.org. The deadline for submittal of questions is provided on the cover page of this RFP. Responses to all written questions, corrections and clarifications to this RFP will be made in writing, posted on the LABAVN website and made available to prospective proposers in the form of an RFP addendum. All supplemental information to this RFP will be provided in the data room (see Attachment A – Data Room Access Protocol). Proposers may only rely upon written information provided by LAWA. Proposers must not rely upon, and LAWA will not be responsible for, any oral information or instructions provided in reference to this RFP. Proposers must not attempt to contact members of LAWA staff or Board members to discuss or ask questions about the contents of this RFP, other than in writing as provided above. To the extent proposers rely upon information obtained from third parties and/or outside of the formal process described above, they do so at their own risk. E. Verification of Prior City Contracts

The City Council adopted a resolution that a list of all City contracts held by a proposer within the past ten years be included in all RFP/RFQ response packages. LAWA staff may obtain reference information regarding any proposer’s performance by contacting City Departments contracting with the Proposer.

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F. Contract Award

Upon execution of the Agreement by the Successful Proposer, LAWA Management will recommend Board approval of the Agreement, which will not be final and binding on LAWA until approved by the Board and the Los Angeles City Council.

G. Validity of Proposals

In submitting the proposal, the Proposer agrees the proposal will remain valid for 180 days after the deadline for submission of proposals and may be extended beyond that time by mutual agreement.

H. Instructions for Part One Submittal Proposal Format and Information Requirements Responses to the requests in this section should be in full and complete answer form, numbered consecutively, and with all requested information enclosed, all pages numbered and all listed page limits and font sizes honored. Each proposer should, consistent with applicable page limits, provide as much information as it feels is necessary to properly convey its ideas, and when applicable, provide any relevant additional information. Proposals must consist of the following sections in the sequence shown below. A set of tabs to identify each part of the proposal should be inserted to facilitate quick reference. Where page limits are set, failure to follow guidelines may prevent the proposal from being evaluated and remove it from further consideration For purposes of the evaluation, the Proposer should include information about any and all relevant members of their team to assist LAWA in its evaluation.

Tab Number Section Title

1 Table of Contents 2 Cover/Transmittal Letter 3 Executive Summary 4 Official Proposal Statement 5 Qualifications and Experience 6 Proposed Services 7 Management and Operations Plan 8 Capital Investment and Implementation Plan 9 Financial Capability

10 Financial Return to LAWA 11 Business Ethics Disclosure

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1. Table of Contents List elements of Part One (listed above).

2. Cover / Transmittal Letter (3 page maximum, not including agreements) The cover letter must include the Proposer’s name, address, telephone number, facsimile number, email address, primary contact and any pertinent facts or details of the proposal that the Proposer desires to emphasize, subject to the page limitation. If a partnership, state the full name, address and other occupation (if any) of each and every partner; whether he or she is full time or part time; whether each partner is a general or limited partner; and the proportionate share of the business owned by each partner. Provide a copy of the partnership agreement. If a joint venture or limited liability company, state the names of the firms or individuals participating in the joint venture or limited liability company and the principal officers in each firm or names of the members of the limited liability company; and the proportionate share of the business owned by each joint venturer, or the number of shares held by each member of the limited liability company. Include a copy of the joint venture agreement or limited liability company agreement. If a corporation, state the full name and title of each of the corporate officers. Also, include a copy of the Articles of Incorporation and Bylaws. If the Proposer is wholly owned by another entity, provide sufficient information of the parent and upstream ownership entities for LAWA to understand the ultimate ownership and control.

3. Executive Summary (3 page maximum) Proposer must include an executive summary that highlights the features of the Proposal, the strengths of the Proposer and explain the rationale for the specifics included in the Proposal relative to LAWA’s objectives.

4. Official Proposal Statement (Attachment B) Proposer must include a properly executed Official Proposal Statement. Alterations, additions or modifications to this form will not be accepted and may be cause for rejection of the proposal.

5. Qualifications and Experience (10 page maximum) This section of the Proposer’s response to this RFP should provide LAWA with an understanding of the experience and capabilities of the Proposer and any team members to operate the services covered by this RFP. In a case where the Proposer is relying on the experience/capabilities of team members or an ownership entity, the Proposer should explain in detail the structure of the business relationship between the team member or ownership entity and the Proposer. Proposers relying on subcontractors’ experience to

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perform services required within this RFP must have a subcontract in place for the term of the Agreement in order to seek credit for such subcontractor experience. A copy of such subcontract/agreement(s) must be provided if requested by LAWA.

The Proposer must:

• Describe the Proposer’s operations history and experience, including, but not limited to, the number of years of experience operating services similar to the opportunity described in this RFP.

• List four non-LAWA references for which the Proposer has provided Wi-Fi services as described in this RFP during the past three years using the form provided in Attachment C – Business Reference Form. References must include company name, contact person, title, address, telephone number, email address, and a brief statement of the business association.

LAWA, in its sole discretion, reserves the right to request additional references, to contact and verify all references, and to request additional supporting information from the Proposer as LAWA deems necessary.

• Demonstrate that the Proposer has the experience and capability to secure on a timely basis the licenses and permits required to provide Wi-Fi concession services at LAX.

The Proposer should provide sufficient information to demonstrate the following:

• The Proposer’s ability to upgrade or install new infrastructure in an active

environment similar to the airport, particularly situations where multiple contractors are working in and around where the upgrade/installation is taking place.

6. Proposed Services (15 page maximum)

This section of the Proposer’s response to this RFP should provide LAWA with an understanding of the Wi-Fi services the Proposer will provide to LAX passengers. The Proposer must:

• Complete and submit Attachment D – Proposed Services Form.

• Describe how the Proposer will deliver the required services including: Complimentary (Free, with advertising) – describe the Proposer’s plan to deliver unlimited complimentary Wi-Fi service at a minimum duration of 45 minutes per session and at a minimum bandwidth of 5 Mbps including the type of advertising or sponsorship that will be used to support the Complimentary service.

Standard Pay-For-Use – describe the Proposer’s plan to deliver Standard Pay-for-Use Wi-Fi service at a minimum bandwidth of 10 Mbps and the rationale for proposed durations and corresponding fees.

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Premium Pay-For-Use – describe the Proposer’s plan for providing Premium Pay-for-Use Wi-Fi service at a minimum bandwidth of 20 Mbps and the rationale for proposed durations and corresponding fees.

• If the Proposer plans to offer services free of direct charges or advertising/

sponsorship to the Proposer’s subscription-based customers and Roaming Partners, explain in detail how the Proposer plans to report this activity separate from the passengers using Roaming to access the Wi-Fi.

• Describe Proposer’s plan to ensure that access to Wi-Fi is intuitive and easily

accessible.

• Provide a transition plan and schedule to maintain the Wi-Fi system and meet the required service levels while upgrading and/or installing new equipment. Include an overview of the proposed infrastructure upgrades.

7. Management and Operations Plan (10 page maximum)

This section of the Proposer’s response to this RFP should provide LAWA with an understanding of the Proposer’s plans to successfully manage and operate a Wi-Fi internet access services concession at LAX. The Proposer must:

• Describe the corporate structure accountable for service management, including an

organizational chart, description of management staffing levels, and identification of where management staff will be located.

• Demonstrate that managers and key personnel to be assigned to the project are experienced and fully qualified to manage and operate the Wi-Fi system of the size and complexity proposed for LAX.

• Describe Proposer’s operating standards, policies, and practices.

• Describe how Proposer will provide, free of charge, 24-hour, 7-day a week customer service to assist users with all service and access needs to the Wi-Fi system, including responding to customer complaints within 24 hours of receiving a complaint and issuing refunds within 48 hours of receiving a complaint.

• Describe Proposer’s plan for immediately restoring service in the event connectivity is lost.

• Describe how the Proposer will manage access and collect revenue from Pay-for-Use session passengers and track the number of sessions by the Proposer’s subscription-based customers and Roaming Partners, as applicable.

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The Proposer should provide sufficient information to demonstrate the following:

• The Proposer’s strategy for meeting changing airport needs including response to changes in airline activity and passenger enplanements.

• The Proposer’s response plan in the event of emergencies and potential security threats.

• Proposer’s plans for using new or emerging technology to continually provide the best Wi-Fi internet access service to customers.

• The ability to effectively and efficiently serve the international community including strategies for the use of multi-lingual platforms.

8. Capital Investment and Implementation Plan (10 page maximum)

This section of the Proposer’s response to this RFP should provide LAWA with an understanding of the Proposer’s capital investment and financial commitment to be able to provide the services listed in the previous section. The Proposer must:

• Identify the total amount of capital investment funding the Proposer will commit to. Provide details of the Proposer’s planned investment including initial upgrades necessary to achieve required service levels and incremental investment required to maintain these service levels throughout the term.

• State the sources of funds to upgrade and maintain the Wi-Fi system, including evidencing commitments made from any external funding sources cited in the proposal.

• Provide a phasing plan and narrative that specifically describes how the proposed

improvements will be phased to ensure continuous service to passengers.

• Identify potential transition issues and describe how the Proposer will deal with these issues.

9. Financial Capability (No page limit)

This section of the Proposer’s response to this RFP should provide LAWA with an understanding of the Proposer’s financial capability to operate the services covered by this RFP.

The Proposer must:

• Provide financial statements for the most recently completed three fiscal years

including the elements described below.

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– Audited financial statements including a balance sheet, income statement and

statement of cash flows, prepared in accordance with generally accepted accounting principles (GAAP), for the most recent three complete fiscal years. Footnote disclosures and the accountants audit report must accompany the financial statements. If the most recent audited statements are for a period ending more than six months prior to the due date for the proposal, then supplement your response by submitting unaudited year to date financial statements. If audited statements are not available for the Proposer, then so state and submit unaudited statements for the equivalent time periods, accompanied by a notarized statement from the Proposer’s Chief Financial Officer certifying the accuracy of the financial information contained in such statements and also submit audited statements for the Guarantor (if applicable) for such periods.

– A signed statement from the Chief Financial Officer stating that there has been

no material change in the financial condition of the company subsequent to the issuance of their last audited financial statements.

– If the Proposer intends to organize as a partnership, limited liability partnership or

joint venture or limited liability company, then the above-referenced financial information of each general partner, joint-venture member or LLC member respectively, must be submitted. Individuals required to provide financial information must submit their three most recent personal tax returns and a current statement of net worth. LAWA reserves the right to require guarantees if the Proposer is an LLC or LLP.

– If the Proposer is newly created and seeks to rely on a proposed guarantor (the “Guarantor”) to demonstrate financial capability in responding to this RFP, then the Proposer is required to identify and submit the requisite financial information for the Guarantor. In assessing financial capability, LAWA will take into account the financial resources of the proposed Guarantor, as well as the legal structure of the Proposer and the legal commitments of the Proposer in evaluating the financial capability of the Proposer under this RFP. Any person or entity providing a guaranty must provide a written statement indicating the level of commitment together with the financial information detailed in this section as if the Guarantor were the Proposer.

– A statement indicating any pending, active or previous legal action that could reasonably prevent the Proposer from fulfilling their obligations under the Agreement.

– LAWA reserves the right to request additional financial information from the Proposer. If LAWA, in its sole discretion, determines that a proposer experiences a change in its financial condition that would materially or adversely affect its ability to perform the work contemplated in this RFP, such proposer may be disqualified from further consideration.

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10. Financial Return to LAWA (10 pages maximum)

This section of the Proposer’s response to this RFP should provide LAWA with the basis of its financial offer and an understanding of how the Proposer’s Management and Operations Plan will produce the forecasted financial returns to LAWA.

The Proposer must:

• Complete and submit Attachment E - Financial Proposal Form.

• Provide a five-year pro forma of projected Gross Revenues by source of revenue

(i.e., direct sales, advertising/sponsorship, contractual services provided by the WFC to LAWA tenants, concessionaires, and other LAWA-approved operators at LAX, etc.) a forecast of annual payments to LAWA for each required payment source (e.g., Annual Privilege Fee, Contingent Fees, session fees) and expected returns and income to the Proposer (assume a commencement date of June 26, 2015). In the pro forma assume 2% growth in passengers per year and 2 ½ % per year inflation. Any other assumptions made in preparing the pro forma should be specified.

The Proposer should provide sufficient information to demonstrate the following:

• How the Proposer will maximize sales and revenue to LAWA.

• The basis for projected and forecast results, including a discussion of the degree of confidence in the results demonstrated in the pro forma and any benchmark data used to support the pro forma results, including, but not limited to, statistics for sales per enplaned passenger.

• Information that will support the forecasted capital expenditure requirement and cost

of ongoing operations. • The rationale for the Proposer’s financial offer, including the proposed Contingent

Fee Threshold Amount of annual gross revenue. • How the Proposer’s experience at other airports assists the Proposer in enhancing

the reliability of the Proposer’s five-year pro forma.

11. Business Ethics Disclosure Disclose any circumstances where the conduct of the Proposer, or any officer, partner, major (greater than five percent interest) shareholder, proposed guarantor, or other related party is currently being investigated by any governmental, administrative, or law enforcement agency or entity. Also disclose any adverse decision against the Proposer or such related parties (including but not limited to judgments entered by any court whether state or federal) or settlement with any such legal or administrative body in the past five years. If Proposer or any of its principals, officers, directors or members or any proposed guarantor has been involved in any bankruptcy proceedings in the past seven years, information or documentation as to the current status of any such bankruptcy should be provided in this Section.

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If Proposer or any related parties have other business interests or relations that could cause a conflict of interest in its business with LAWA the details of such conflicts should be stated here.

If no conflicts exist that fact should also be stated here. THIS IS A SOLICITATION FOR PROPOSALS ONLY. LAWA IS NOT OBLIGATED TO ACCEPT ANY PROPOSAL OR NEGOTIATE WITH ANY PROPOSER. THE DEPARTMENT OF AIRPORTS RESERVES THE RIGHT TO REJECT ANY OR ALL PROPOSALS WITHOUT CAUSE OR LIABILITY. ALL TRANSACTIONS ARE PROPOSALS ARE SUBJECT TO THE FINAL REVIEW BY THE BOARD OF AIRPORT COMMISSIONERS.

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SECTION 5 – ADMINISTRATIVE REQUIREMENTS

LIST OF ATTACHMENTS

Attachment A – Data Room Access Protocol Attachment B – Official Proposal Statement Attachment C – Business Reference Form Attachment D – Proposed Services Form Attachment E – Financial Proposal Form Attachment F – Additional Terms and Disclosures

ATTACHMENT A DATA ROOM ACCESS PROTOCOL

1. Reservation requests may be submitted by proposers to laxconcessions@lawa.org at

least two business days prior to requested appointment date. The data room will be available starting November 20, 2014.

2. LAWA will make every effort to accommodate requests and will respond within 24

hours to confirm. 3. Proposers must bring their own scanners or pay the California Public Records Act fee

for use of LAWA copiers. 4. LAWA staff must be available at all times when proposers are reviewing the

information.

ATTACHMENT B OFFICIAL PROPOSAL STATEMENT

(Submit with proposal) Date: _______________________ To: Executive Director Los Angeles World Airports Los Angeles, California SUBJECT: WIRELESS FIDELITY (WI-FI) INTERNET ACCESS SERVICE

CONCESSION AT LAX The Proposer warrants that the Proposer has carefully examined the Request for Proposals (RFP), including the draft Agreement for the Wireless Fidelity (Wi-Fi) Internet Access Service Concession at Los Angeles International Airport (LAX). The Proposer further warrants that if the proposal is accepted, the Proposer will contract with Los Angeles World Airports (LAWA) in the form of the draft Wi-Fi Concession Agreement and comply with the requirements of the RFP and Agreement. Except as expressly stated in the proposal or in any addenda thereto, the proposal incorporates by reference, as if fully set forth in the proposal, the full content of the RFP. The Proposer understands that it may withdraw the proposal up to the deadline set for submittal, provided that a withdrawal request is made in writing and is received by LAWA prior to the date and time of the submittal deadline. This proposal may not be withdrawn by the Proposer for a period of 180 days after the proposal submittal due date and may remain valid beyond that time with the consent of the Proposer. Corrections to errors made by the Proposer in the proposal will not be accepted after the proposal deadline. The Proposer agrees that all material submitted by it to LAWA becomes the property of LAWA. Proposer undertakes and agrees to defend, indemnify and hold harmless LAWA from and against all suits, claims, and causes of action brought against LAWA for LAWA's refusal to disclose Proprietary Information to any person making a request pursuant to the CPRA. Proposer's obligations herein include, but are not limited to, all attorney's fees (both in house and outside counsel), costs of litigation incurred by LAWA or its attorneys (including all actual, costs incurred by LAWA, not merely those costs recoverable by a prevailing party, and specifically including costs of experts and consultants) as well as all damages or liability of any nature whatsoever arising out of any such suits, claims, and causes of action brought against LAWA, through and including any appellate proceedings. Proposer's obligations to LAWA under this indemnification provision shall be due and payable on a monthly, on-going basis within thirty (30) days after each submission to proposer of LAWA's invoices for all fees and

costs incurred by LAWA, as well as all damages or liability of any nature. I, the undersigned affirm that I have read and understand all the provisions set forth in this invitation. I guarantee that this proposal meets or exceeds the specifications contained in the RFP document. This firm will comply with all provisions and conditions as specified. All requested information has been submitted as requested. I also affirm that I am duly authorized to execute this potential Agreement; that this company, corporation, firm, partnership, or individual has not prepared this proposal in collusion with any other proposer; and that the contents of this proposal as to rent, terms, or conditions of said proposal have not been communicated by the undersigned nor by an employee or agent to any other proposer or to another person(s) engaged in this type of business prior to the official opening of the proposal. By submitting a proposal, the Proposer authorizes LAWA to conduct whatever investigations into the Proposer’s qualifications that LAWA deems necessary. Date: ______________________ Proposer: ________________________ Signature of Authorized Person: ____________________________ Printed Name: _________________________________ Title: _______________________________ Business Address of Proposer: ______________________________________ Telephone: _______________________________ Fax: __________________________ Email: ____________________________

ATTACHMENT C BUSINESS REFERENCE FORM

(Submit with Proposal)

Reference Name: ___________________________________________ Title: _____________________________________________________ Address: __________________________________________________

__________________________________________________ Telephone: ____________________ Fax: _____________________ Email Address: _____________________________________________ Business Relationship: _______________________________________ __________________________________________________________ __________________________________________________________ The foregoing information is being submitted to LAWA as part of the 2014 Request for Proposals for Wi-Fi Internet Access Service Concession at Los Angeles International Airport. The undersigned hereby attests to the truth and accuracy of all statements, answers and representations made in this questionnaire, including all supplementary information attached hereto. The undersigned hereby authorizes LAWA, or its agents, to contact any appropriate third parties to verify the accuracy of the information provided herein. The undersigned affirms that he/she is a duly authorized representative of the proposing entity. Date: _____________ ________________________________

(Name of Proposer)

By: ______________________________ (Principal/Owner)

ATTACHMENT D PROPOSED SERVICES (Submit with proposal)

Proposed Services

Proposed Session Bandwidth

(Mbps)

Session Time

Session Fee to Passengers ($)

Indicate the price per sample session time

Free (supported by Advertising)

(Minimum 5 Mbps)

_______minutes

Proposed duration of Free Sessions (minimum of 45 Minutes

with unlimited sessions)

N/A - FREE

Standard Pay-for-Use

(Minimum 10 Mbps)

2 hours

$__________

24 hours

$__________

Premium Pay-for-Use

(Minimum 20 Mbps)

2 hours

$__________

24 hours

$__________

ATTACHMENT E FINANCIAL PROPOSAL FORM

(Submit with proposal)

Item Description Proposed Amount

1

Annual Privilege Fee. The WFC will pay to LAWA each Agreement year, in 12 equal monthly installments an Annual Privilege Fee. The proposed Annual Privilege Fee amount will be adjusted each year following the first Agreement year by the Consumer Price Index (CPI). Beginning in the second year of the Agreement, the Annual Privilege Fee amount to be paid to LAWA will be the greater of (1) the inflation-adjusted proposed Annual Privilege Fee (The source of the CPI calculation will be established in the Agreement); (2) 85% of the previous Agreement year’s revenue to LAWA excluding any revenue arising from contractual services provided by the WFC to LAWA tenants, concessionaires, and other LAWA-approved operators at LAX or (3) a percentage increase proportionate to any increase in passenger enplanements at LAX.

Proposed First Agreement Year Annual

Privilege Fee .

$___________________ (Must be no less than

$750,000)

2

Contingent Fee Threshold Amount When gross revenues exceed the proposed Contingent Fee Threshold Amount, the WFC will pay the Contingent Fee calculated as 50% multiplied by the annual gross revenue the WFC collects from pay-for-use transactions, the sale of advertising and sponsorship, monthly Subscription & Roaming Session Fees, and all other payments including, but not limited to, fees arising from contractual services provided by the WFC to LAWA tenants, concessionaires, and other LAWA-approved operators at LAX.

$______________

(Must be no greater than $1,400,000)

ATTACHMENT F ADDITIONAL TERMS AND DISCLOSURES

BY SUBMITTING A PROPOSAL IN RESPONSE TO AN RFP OR A STATEMENT OF QUALIFICATIONS IN RESPONSE TO AN RFQ ISSUED BY LAWA (LOS ANGELES WORLD AIRPORTS) PROPOSER AGREES TO BE BOUND BY ALL OF THE TERMS, CONDITIONS, DISCLAIMERS AND REQUIREMENTS SET FORTH IN THIS ATTACHMENT AND THIS RFP/RFQ. CONFIDENTIALITY: All documents submitted in connection with this RFP/RFQ may be subject to disclosure as required by the California Public Records Act (California Government Code Section 6250 et seq.) (Hereinafter referred to as “CPRA”) or the Ralph M. Brown Act (California Government Code Section 54950 et seq.). All submissions will become the property of LAWA. The Proposer/Respondent must identify, in writing, trade secrets or other proprietary information (hereinafter collectively referred to as “Proprietary Information”) that the Proposer/Respondent claims are exempt from disclosure pursuant to the CPRA. If LAWA receives a CPRA request for the release of submitted materials, and LAWA determines any Proprietary Information, is subject to disclosure under the CPRA, then LAWA will notify the Proposer/Respondent of the request and its intent to disclose such materials. Such materials shall be released by LAWA as required by the CPRA unless the Proposer/Respondent timely obtains a court order prohibiting such release. EXPENSE, OWNERSHIP AND DISPOSITION: LAWA shall not be responsible in any manner for any costs associated with the preparation or submission of any documents or materials purchased, prepared or presented during any interviews or any additional documentation provided or requested by LAWA. All submitted documents, including all drawings, plans, photos, and narrative material, shall become the property of LAWA upon receipt by LAWA. LAWA shall have the right to copy, reproduce, publicize, release or otherwise dispose of each submittal in any way that LAWA selects. LAWA shall be free to use as its own, without payment of any kind or liability therefore, any idea, scheme, technique, suggestion, layout, or plan received during this RFP/RFQ process. RIGHT OF REJECTION: LAWA reserves the right to reject any or all submittals, to waive any informality in such submittals, to request new submittals or to not proceed to do the work or to proceed to do the work in any other manner for any reason. The receipt of any submittal shall not in any way, obligate LAWA, the Board, or the City of Los Angeles to enter into an agreement, concession agreement or any other contract of any kind with any proposer/respondent. RIGHT TO RECEIVE ADDITIONAL INFORMATION AND VERIFICATION OF REFERENCES: LAWA reserves the right to request any additional information at any time to assist in its evaluation. LAWA reserves the right to verify all submitted information, including all references and to contact third parties for additional references and information as it deems advisable. If any information stated in the Proposal/Statement of Qualifications is found to be misrepresented in any manner, this may be grounds for disqualification of the Proposal/Statement of Qualifications.

PROPOSER/RESPONDANT QUESTIONS: If any proposer/respondent finds discrepancies or omissions in or there is doubt as to the true meaning of any part of this RFP/RFQ or if any proposer/respondent has any questions regarding this RFP/RFQ, written request for a clarification or interpretation should be clearly presented in writing and transmitted by email to address set forth on the cover page. The deadline for submittal of questions is set forth on the cover page. Responses to all written questions, corrections and clarifications to this RFP/RFQ will be made in writing and made available to all prospective proposers/respondents as an RFP/RFQ addendum. Only questions pertaining to the information and requirements in this RFP/RFQ will be answered. LAWA is not responsible for any explanation, clarification, interpretation or approval made or given in any manner except by addendum. Any addenda so issued are to be considered part of this RFP/RFQ document. CONTACT WITH LAWA PERSONNEL: Proposer/Respondent may only rely upon written information provided by LAWA. Proposer/Respondent shall not rely upon, and LAWA shall not be responsible for, any oral information or instructions provided in reference to this RFP/RFQ. Proposer/Respondent must not attempt to contact members of the Proposal/Statement of Qualifications Evaluation Team, LAWA staff or the Board to discuss or ask questions about the contents of this RFP/RFQ, other than in writing as provided above. Improper contact with LAWA personnel may result in the disqualification of the Proposer/Respondent. PROTEST PROCEDURES: The procedures and time limits set forth in this Attachment are the Proposer’s/Respondent’s sole and exclusive remedy in the event of a protest. Failure to comply with these procedures will create a presumption that you have waived any right to further pursue the protest, including filing a government code claim or any legal proceeding. These procedures are for the benefit of the City. The purpose of the following procedures is to provide a method for resolving, prior to award, protests regarding the award of contracts by City, by and through the Board. The procedures will enable the Board to ascertain all of the facts necessary to make an informed decision regarding the award of the contract. A protest relative to a particular proposal, and all required copies, must be submitted in detail, in writing, signed by the protestor or by a representative of protestor, and received in the offices of the Los Angeles City Attorney’s Office, Airport Division and the office of the Board, at the below addresses, before 5:00 p.m. of the fifth business day after issuance to the Proposers/Respondents of a notification of the intent to recommend by management of LAWA to the Board. The protest shall contain a full and complete statement specifying, in detail, the factual grounds and legal basis of the protest. The protest shall refer to the specific portion of this RFP/RFQ, any submitted proposal/statement of qualifications, or other document which forms the basis for the protest. The protest must include the name, address, and telephone number of the protestor and protestor’s representative. All protests must be addressed to the Office of the City Attorney, Airport Division, One World Way, Room 104, Los Angeles, California 90045 with a copy to the Secretary of the Board of Airport Commissioners at One World Way, Los Angeles, California 90045 and a copy to the Bureau or Division of the Department of Airports responsible for issuing this RFP/RFQ.

The party filing the protest must, at the same time as delivery to the City Attorney’s office and the secretary of the Board as set forth above, deliver a copy of the protest and any accompanying documentation to all other parties with a direct financial interest that may be adversely affected by the outcome of the protest. Such parties shall include all other Proposers/Respondents. The Board will only consider protests by any proposer(s)/respondent(s) who appear(s) to have a substantial and reasonable prospect of receiving an award or being included in the proposed Vendors Qualified List if the protest is denied or sustained. Only protests meeting the above criteria will be reviewed and submitted to the Board. Protesting and potentially affected parties will be notified of the time and date that the protest will be discussed in a public session of the Board. Protesting parties will be given an opportunity to present their arguments at the public session. Protests will be evaluated in light of LAWA’s interest, rather than the private interest of a disappointed Proposer/Respondent and the Board may waive any informality in the proposal/statement of qualification when to do so would be to the advantage of LAWA. If the Board determines that the protest was frivolous, the party originating the protest may be determined by the Board to be irresponsible and that party may be determined to be ineligible for future contract awards. ADEQUACY OF INFORMATION: The information presented in this RFP/RFQ is provided solely for the convenience of proposers and other interested parties. It is the responsibility of the proposers and interested parties to assure themselves that the information contained in this package is accurate and complete. LAWA provides no assurances pertaining to the accuracy of the data in this RFP/RFQ. The acreages or locations appearing throughout this RFP/RFQ are approximate only. Statistical information, including maps and drawings, contained in this RFP/RFQ is for information purposes only. The City is not responsible for inaccuracies or interpretations of said data or acreages. ADDITIONAL DISCLAIMERS AND RESERVATIONS: Failure by LAWA to object to an error, omission, or deviation in the submittal package will in no way modify this RFP/RFQ or excuse proposers from full compliance with the requirements of this RFP/RFQ. The Board and LAWA shall not be obligated to respond to any submittal nor shall it be legally bound in any manner whatsoever by the receipt of a submittal. All information stated in the proposal/statement of qualifications should be factual, truthful and should not be fabricated, embellished, extended or misrepresented. If any information stated in the proposal/statement of qualifications is found to be a misrepresentation or embellishment of past experiences, this may be considered as grounds for disqualification. LAWA reserves the right to postpone the submittal due date. LAWA reserves the right to cancel this RFP/RFQ; issue addenda to this RFP/RFQ; re-advertise and issue a new solicitation document; reject any and all responses to this RFP/RFQ in whole or in part; require amendments or modifications to the responses it receives with no liability whatsoever; or pursue other options when it is in LAWA’s best interest to do so.

Each proposer and its qualified team must not have any pending, active or previous legal action or conflict of interest that would, in LAWA’s sole judgment, prevent the proposer from fulfilling their obligations under the Agreement.