CITY OF PENSACOLA REQUEST FOR PROPOSAL RFP NO.

12-035 AIRPORT TERMINAL COMPLEX ADVERTISING CONCESSION PENSACOLA INTERNATIONAL AIRPORT SEALED PROPOSALS will be received by the City of Pensacola (hereinafter referred to as "City") for purposes of the selection of a Concessionaire for the placement and operation of Airport Terminal Complex Advertising Concession at the passenger terminal and terminal area at the Pensacola International Airport (hereinafter referred to as "Airport"), until 2:30 P.M., local prevailing time, on July 12, 2012. A MANDATORY pre-proposal meeting will be held prior to this date on May 31, 2012 at 10:00 A.M., local prevailing time, in the Airport Administration Conference Room located on the second floor of the Terminal building at the Pensacola International Airport, Pensacola, Florida. The proposal, with original signature, and four (4) additional copies are to be submitted to: City of Pensacola Purchasing Office 6th Floor, City Hall 222 West Main St. Pensacola, FL 32502 The proposal must be clearly marked "Proposal for Airport Terminal Complex Advertising Concession---Pensacola International Airport." All proposal forms shall be sealed and marked in the manner prescribed. Bidders shall submit a certified check or bid bond, payable to the City of Pensacola in the amount of two thousand dollars ($2,000) for a period of sixty (60) days. Specifications, instructions and proposal forms, if not attached, may be obtained from the Purchasing Office, 6th Floor, City Hall, 222 West Main Street, Pensacola, Florida 32502. The City of Pensacola adheres to the Americans With Disabilities Act and will make reasonable accommodations for access to City services, programs, and activities. Please call 435-1835 for further information. Requests must be made at least 48 hours in advance of the event in order to allow the City time to provide the requested service. Proposals received after the closing time will be returned unopened. Multiple proposals for the same entity will not be accepted and will be returned unopened. Immediately after said 2:30 P.M., July 12, 2012 closing time, all proposals will be publicly opened in a designated location. All interested parties are invited and encouraged to attend. Any questions concerning the proposal should be addressed and submitted in writing to: George Maiberger Purchasing Manager City of Pensacola 222 West Main Street Pensacola, Florida 32502 gmaiberger@cityofpensacola.com The City reserves the right to reject, for any reason whatsoever, any and all proposals, to waive any or all irregularities in any proposal, and to accept any proposal deemed to be in the Airport's best interest. ATTEST: Ericka L. Burnett City Clerk CITY OF PENSACOLA Ashton J. Hayward, III Mayor The City of Pensacola provides equal access in employment and public services.

Page 1 of 22

CITY OF PENSACOLA, FLORIDA CITY HALL PENSACOLA, FLORIDA AIRPORT TERMINAL COMPLEX ADVERTISING CONCESSION PENSACOLA INTERNATIONAL AIRPORT BACKGROUND INFORMATION

The City of Pensacola, located in southern Escambia County, Florida, is the major population and business center for the Northwest Florida Panhandle region. Current census figures show a population of more than 450,000 in the Pensacola Metropolitan Statistical Area. The Pensacola International Airport, a small hub facility, provides air transportation for the Panhandle area. Currently, five commercial airlines operate from the Airport, carrying over 1.4 million passengers per year. This traffic consists mainly of originating and departing passengers utilizing one of approximately eighty daily flights offered by American Eagle, United, Delta Air Lines, US Airways/US Airways Express and Air Tran Airways. The passenger Terminal at Pensacola International Airport consists of a two-level main Terminal building containing various passenger and baggage process facilities, including ticketing and baggage check-in, baggage claim, baggage make-up and concessions. Ticketing, baggage check-in, baggage claim, and certain concessions such as the rental cars are on the first floor. Food, beverage, news, and gifts concessions are located on the second floor. This building connects directly to a two-level concourse containing passenger security, concessions, Airport management, and departure lounges. A sky-bridge connects the Terminal building to a four-story parking garage. The City of Pensacola recently completed a $45,000,000 renovation and refurnishing of the Terminal complex coupled with the construction of an $18,000,000 rental car facility addition to the Airport campus. The Airport has benefited from a 35 per cent growth increase in passenger traffic in the last ten years due, in part, to the introduction in 2002 of the low-cost carrier, Air Tran Airways (soon to be Southwest Airlines). The Airport now projects an estimated average growth rate of three per cent per year in passenger traffic for the next 20 years. Currently, the Pensacola International Airport offers the largest number of flights from Tampa to New Orleans along the Gulf Coast A floor plan of the existing Terminal layout and features are attached hereto as Exhibit A. The current Terminal building advertising Concession Agreement has been in place since June 15, 2001. A breakdown of enplanements and deplanements per fiscal year as well as the total amount of sales reported by the present concessionaire per fiscal year is shown below. The current advertising program consists of a dated mixture of wall dioramas, kiosks, exhibit displays, and a telephone courtesy center. These items are inter-dispersed throughout the first and second floor public lobbies and the baggage claim area. No advertising displays are currently permitted in the concourse/airline gateway areas; however, with the selection of the new concessionaire, the Airport will consider as part of its proposal the placement of advertising in all areas of the Terminal complex.

Page 2 of 22

The Airport shall retain the right to approve and allow the placement outside of this concession of certain public service type advertising and/or local convention and visitor bureau promotions. All historical information provided herein is for the convenience of the proponents. responsible for any conclusions that proponents may draw from this information. The City is not

FY 95-96 96-97 97-98 98-99 99-00 00-01 01-02 02-03 03-04 04-05 05-06 06-07 07-08 08-09 09-10 10-11

ADVERTISING ANNUAL SALES

$ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ 73,790.06 64,338.00 79,671.00 76,720.86 48,588.78 30,853.77 158,895.84 196,942.62 201,859.25 197,127.62 196,729.11 183,799.15 160,979.82 136,414.82 132,053.59 125,505.38

ENPLANEMENTS
542850 564235 575052 552057 530137 523991 637885 672397 740608 799907 811291 835121 814279 700662 719648 780621

DEPLANEMENTS
542216 568281 581432 558639 549748 529385 643730 677906 737998 797595 805956 825424 811324 697840 720098 780919

While concerned with revenue from its concessions, the management of Pensacola International Airport is also concerned with both the level of service available to the traveling public utilizing the Terminal and the overall appearance of the facility. Therefore, projected concession revenue will be evaluated in conjunction with the proponents plans to design and implement advertising displays that will provide needed public information yet are aesthetically balanced with the Airport dcor. Advertising programs must take into account existing informational signage and tenant displays to avoid an atmosphere of visual clutter and message overload. Programs shall also take into account pedestrian travel corridors to avoid congestion. Overall, the advertising program should enhance not detract from the Airport image. The Airport shall retain the right to disapprove or require the removal of any advertising that in its reasonable opinion is not serving the traveling public or offends the accepted community-wide standards probity.

Page 3 of 22

AIRPORT TERMINAL COMPLEX ADVERTISING CONCESSION PENSACOLA INTERNATIONAL AIRPORT GENERAL INSTRUCTIONS

PROPOSALS: Sealed proposals must be identified as "Airport Terminal Complex Advertising Concession Pensacola International Airport" and must be submitted in the proposal format outlined as part of these Instructions and Specifications. The Advertisement, these Instructions, General Specifications, Information Concerning Proponent, and Proposal Form must be kept intact when submitted, all of which become a part of the proposal. Proposals, together with plans, photographs, drawings, financial proposal and financial data, and cost estimates are to be submitted to the Purchasing Department, City of Pensacola, P.O. Box 12910, Pensacola, Florida, 32521-0062, or may be hand delivered to the Purchasing Office, 6th Floor, City Hall, 222 W. Main Street, Pensacola, Florida prior to the proposal opening date. Firms submitting proposals are responsible for familiarizing themselves fully with all facilities and space to be made available by the City for the Airport Terminal Complex Advertising Concession at the Airport and the installations that will have to be made by the Concessionaire. Questions may be directed to the Purchasing Manager or his/her Representative in writing through the Purchasing Office or at the pre-proposal conference pertaining to any aspect of the specification as advertised. The proponent to whom the concession is awarded shall, within thirty (30) days after notification of acceptance of its proposal, submit to the City an executed Concession Agreement, included in the proposal package, or as it may have been amended prior to the opening of the proposal, plus required insurance certificates and performance bonds. No Concession Agreement shall be deemed to be fully executed until the same has been returned to the City for its signature and such signature has been affixed to the Concession Agreement. Notwithstanding anything else stated herein, the City reserves the right to modify the proposal documents, including the Concession Agreement, by issuing addenda to all parties to whom Proposal Packages have been issued and for whom the City has correct mailing addresses on file. LEGAL REQUIREMENTS: All applicable provisions of Federal, State, County, and local laws including all ordinances, rules, and regulations shall govern the development, submittal, and evaluation of all proposals received in response to these specifications, and shall govern any and all claims between person(s) submitting a proposal response hereto and the City of Pensacola, by and through its officers, employees and authorized representatives. A lack of knowledge by the proponent concerning any of the aforementioned shall not constitute a cognizable defense against the legal effect thereof. The proponent agrees that it will not discriminate on the basis of race, creed, color, national origin, sex, age, or disability. CONTRACT INCLUSIONS: These instructions, specifications, statements accompanying the proposal, and the proposal itself, shall be included in the Agreement that will be entered into for this concession. PROPOSAL BONDS: Whenever any form of proposal of the City of Pensacola shall specify that a good faith deposit be made by way of a certified check accompanying such proposal, such requirement shall be satisfied by the proponent depositing in lieu of such check, a cashier's check or proposal bond made payable to The City of Pensacola.

Page 4 of 22

Checks or drafts accepted as good faith deposits will be retained within the City's Finance Department until award and execution of Concession Agreement is complete. Any proponent withdrawing his proposal after the proposal opening forfeits the right of return of its good faith deposit. The particular item(s) or service(s) outlined within the specifications attached hereto requires that a certified check, cashier's check, or proposal bond made payable to The City of Pensacola in the amount of two thousand dollars ($2,000) accompany your proposal. To ensure its prompt return, please include the company's name and return address on the face of your good faith check or draft. INTERPRETATIONS: All questions concerning the specifications or conditions shall be directed in writing to the Airport Director at least ten (10) days prior to the proposal opening. Inquiries must reference the proposal item and the date of the proposal opening. Interpretations will be made in the form of an addenda with copies mailed or delivered to each party who has received copies of the specifications. The Airport Director shall not be responsible for any other explanation or interpretation. PROHIBITION AGAINST USE OF DEBARRED, SUSPENDED, OR INELIGIBILE CONTRACTORS OR SUBCONTRACTORS: The bidder/offeror/contractor certifies, by submission of this proposal or acceptance of this contract, that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency under the provisions of 49 CFR Part 24 (DOT) or 24 CFR Part 24 (HUD). It further agrees that by submitting this bid that is will include this clause without modification in all lower tier transactions, solicitations, proposals, contracts, and subcontracts. Where the bidder/offeror/contractor or any lower tier participant is unable to certify to this statement, it shall attach an explanation to this solicitation proposal.

Page 5 of 22

THE CITY OF PENSACOLA, FLORIDA REQUEST FOR PROPOSALS CONTRACTUAL SERVICES GENERAL CONDITIONS To ensure acceptance, all proposers submitting proposals to the City of Pensacola shall be governed by the following conditions, attached specifications, and proposal form(s) unless otherwise specified. Proposals not submitted on the proposal form(s) provided shall be rejected, and proposals not complying with these conditions will be subject to rejection. 1. Intent of Specifications: It is the intent of the specifications attached hereto to set forth and describe a certain service(s) to be purchased by the City of Pensacola including all materials, equipment, machinery, tools, apparatus, and means of transportation (including freight costs) necessary to provide the service(s). Legal Requirements: All applicable provisions of Federal, State, County, and local laws including all ordinances, rules, and regulations shall govern the development, submittal and evaluation of all proposals received in response to these specifications, and shall govern any and all claims between person(s) submitting a proposal response hereto and the City of Pensacola, by and through its officers, employees and authorized representatives. A lack of knowledge by the proposer concerning any of the aforementioned shall not constitute a cognizable defense against the legal effect thereof. The proposer agrees that it will not discriminate on the basis of race, creed, color, national origin, sex, age or disability. Interpretations: All questions concerning the specifications or conditions shall be directed in writing to the Purchasing Office, or as instructed on the Request for Proposal Page, at least ten (10) days prior to the proposal opening. Inquiries must reference the proposed service and the date of the proposal opening. Interpretations will be made in the form of an addendum with copies mailed or delivered to each party represented on the vendors' list. The Mayor shall not be responsible for any other explanation or interpretation. Sealed Proposals: The specifications and all executed proposal forms must be submitted in a sealed envelope. All proposals must be signed by an authorized representative of the proposer. In the event more than one proposal opening is scheduled for the same date and time, do not include proposals concerning different sets of specifications within the same envelope. The face of the proposal envelope shall be plainly marked identifying the service(s) proposed and the date of the proposal opening. It shall be the sole responsibility of the proposer to assure receipt of proposal at the Purchasing Office prior to the published time for the proposal opening. No proposal will be accepted after closing time for receipt of proposals, nor will any offers by telephone, fax or Internet E-mail be accepted. Alternate Solutions: During the drafting of written specifications, a sincere effort is made to describe services best suited to the needs of the City. However, the City invites proposals with alternate solutions to the performance objectives set forth in the specifications, unless a particular specification is expressly identified as mandatory. Exceptions to Specifications: In order that consideration be given in evaluating proposals, any exceptions to or deviations from the specifications as written must be noted and fully explained. The Mayor is the final authority in determining the acceptability of any exceptions to specifications. Proposal Bond: The particular service(s) outlined within the specifications attached hereto requires that a certified check, cashier's check, or proposal bond made payable to the City of Pensacola in the amount of $500.00 accompany your proposal. To ensure its prompt return, please include the company's name and return address on the face of your good faith check or draft. Checks or drafts accepted as good faith deposits will be retained within the City's Finance Department until award and execution of contract is complete, or until a purchase order is issued to the successful proposer. Any proposer withdrawing his proposal after the proposal opening forfeits the right of return of his good faith deposit. Discounts: Terms offering a discount for prompt payment will be considered in determining the low proposal. The discount period shall begin whenever (1) the conditions of the specifications have been fully met and the

2.

3.

4.

5.

6.

7.

8.

Page 6 of 22

service(s) judged acceptable to the City of Pensacola or (2) a correct invoice and other required documents have been received, whichever is later. Discounts offered for a period of less than thirty(30) days will not be considered in determining low proposal. 9. Mistakes: Proposers are expected to examine the conditions, scope of work, proposal prices, extensions, and all instructions pertaining to the services involved. Failure to do so will be at the proposers risk. Unit prices bid will govern in award. Approved Equivalents or Equals: Any manufacturer's names, trade names, brand names, model numbers, etc. listed in the specifications are for information only and not intended to limit competition. The proposer may offer any brand for which he is an authorized representative which meets or exceeds the specifications as written. If the proposal is based on an "approved equivalent or equal" item, supportive information in the form of the manufacturer's printed literature or brochures, sketches, diagrams, and/or complete specifications must accompany the proposal. The proposer must explain in detail the reasons why the proposed equivalent or equal will meet specifications and not be considered an exception thereto. The City of Pensacola reserves the right to determine acceptance of proposed equivalent or equal items. Proposal Withdrawals: No proposal may be withdrawn after closing time for receipt of proposals for a period of sixty (60) days thereafter. The contract award shall be legally binding at the time of award by City Council. Determination of Award to be Based on Best Interest of City: There is no obligation on the part of the City to award a contract to the lowest proposer and the City reserves the right to award a contract or to negotiate a contract with a responsible proposer submitting a responsive or best alternative proposal with a resulting negotiated contract which is most advantageous and in the best interest of the City. The City shall be the sole judge of the proposal and the resulting negotiated contract that is in its best interest and its decision shall be final. Rejection of Proposals: The City of Pensacola reserves the right to accept or reject any or all proposals, to award proposals on a split-order basis by item number, to waive any irregularities, technicalities, or informalities, and to re-advertise for proposals when deemed in the best interest of the City of Pensacola. Delivery: Proposal quotations shall include all freight costs to Pensacola, Florida to a point(s) specified herein or specified at the time the purchase order is placed. No title to the item(s) ordered nor any risk of loss shall be passed to the City of Pensacola until after receipt of delivery has been acknowledged by an authorized representative of the City of Pensacola. Tax: The City of Pensacola is exempt from all State and local sales tax. Payment of Invoices: The City of Pensacola issues checks for payment of invoices on the 10th of each month. The signed receiving copy of the purchase order and a correct invoice must have been received by the Accounts Payable Activity prior to the 2nd of the month. Items received on or after the 2nd will be processed in the following month. All invoices are payable by the City under the terms of Florida Prompt Payment Act, Florida Statue 218.70. All purchases are subject to availability of funds in the Citys budget. Public Entity Crimes: By submitting a proposal each proposer is confirming that the company has not been placed on the convicted vendors list as described in Florida Statue 287.133 (2) (a). Licenses, Registration and Certificates: Each proposer shall possess at the time of submitting its proposal all licenses, registrations and certificates necessary to engage in the business of contracting (or special contracting if the work to be performed necessitates a particular type of specialty contractor) in the City of Pensacola. Proposer must also possess all licenses, registrations and certificates necessary to comply with federal, state and local laws and regulations. Permits and Taxes: The bidder shall procure all permits, pay all charges, fees, and taxes, and give all notices necessary and incidental to the due and lawful prosecution of the work. Bidders who use public roads of the City of

10.

11.

12.

13.

14.

15. 16.

17.

18.

19.

Page 7 of 22

Pensacola, Florida for transport of goods of any kind which said goods were transported from a point without the City of Pensacola, Florida to a point within the City of Pensacola shall obtain a Use of Streets permit for a fee not in excess of the license paid for by local licensees engaged in the same business. 20. Public Records: Any material submitted in response to this Request for Proposal will become a public document pursuant to Florida Statue 119.07. This includes material which the responding proposer might consider to be confidential or a trade secret. Any claim of confidentiality is waived upon submission, effective after opening pursuant to Florida Statue 119.07. Protests: Protests of the plans, specifications, and other requirements of bids and requests for proposals must be received in writing by the Purchasing Office at least ten (10) working days prior to the scheduled bid opening. A detailed explanation of the reason for the protest must be included. Protests of the award or intended award of bid or contract must be in writing and received in the Purchasing Office within seven (7) working days of the notice of award. A detailed explanation of the protest must be included. Termination for Convenience: A contract may be terminated in whole or in part by the City at any time and for any reason in accordance with this clause whenever the City shall determine that such termination is in the best interest of the City. Any such termination shall be effected by the delivery to the contractor at least five (5) working days before the effective date of a Notice of Termination specifying the extent to which performance shall be terminated and the date upon which termination becomes effective. An equitable adjustment in the contract price shall be made for the completed service, but no amount shall be allowed for anticipated profit on unperformed services. Unauthorized Aliens: The City of Pensacola shall consider the employment by any Construction Manager of unauthorized aliens a violation of Section 274A of the Immigration and Nationality Act. Such violation shall be cause for unilateral termination of this contract. Prohibited Conduct by Bidders: Upon the publication of any solicitation for sealed bids, requests for proposals, requests for qualifications, or other solicitation of interest or invitation to negotiate by any authorized representative of the City of Pensacola, any party interested in submitting a bid, proposal, or other response reflecting an interest in participating in the purchasing or contracting process shall be prohibited from engaging in any communication pertaining to formal solicitations with any member of Pensacola City Council or any member of a selection/evaluation committee for RFQs, whether directly or indirectly or through any representative or agent, whether in person, by mail, by facsimile, by telephone, by electronic communications device, or by any other means of communication, until such time as the City has completed all action with respect to the solicitation. Venue: Venue for any claim, action or proceeding arising out of this contract shall be Escambia County, Florida. Prevailing Party Attorneys Fees: The prevailing party in any action, claim or proceeding arising out of this contract shall be entitled to attorneys fees and costs from the losing party. State Law Application: The law of the State of Florida shall be the law applied in the resolution of any action, claim or other proceeding arising out of this contract.

21.

22.

23.

24.

25. 26.

27.

ANY AND ALL SPECIAL CONDITIONS AND SPECIFICATIONS ATTACHED HERETO WHICH VARY FROM THESE GENERAL CONDITIONS SHALL HAVE PRECEDENCE.

Page 8 of 22

AIRPORT TERMINAL COMPLEX ADVERTISING CONCESSION REQUIREMENTS

TERM OF CONTRACT: The term of the Concession Agreement shall be for five (5) years. This term may be extended by one additional five-year term provided the Concessionaire complies with the following performance criteria: A. B. C. 80% annual case occupancy; and Sales force demonstrates proof of calls of not less than 500 per year to local market; and Concessionaire complies with all terms of the Concession Agreement and is not found in default at any time.

GRANT OF USE: The successful Concessionaires shall have the right to use the premises solely for the installation and operation of an Airport Terminal complex advertising concession and for no other purpose whatsoever. All advertising displays shall be of a quality and design that conforms with the architectural treatment of the Terminal. The Concessionaire shall adopt a decorating scheme and motif of Advertising Displays in harmony with this design and architecture and will submit such design, and any subsequent changes of design, to the Airport Director for approval prior to starting any work relative to design or decoration. For further obligations, please refer to attached Concession Agreement. PREMISES: The successful proponent shall have select use of floor and wall areas and locations as may be designated by the City of Pensacola through the Airport Director inside the Terminal Building, the Airport Garage, and such other Airport campus facilities for advertising display purposes, excepting advertising of tenants of the Terminal in their exclusive spaces as may be approved by the Airport Director. The successful proponent will be permitted to use the specified locations inside the Airport Terminal Complex for the installation and servicing of advertising displays and for no other purpose whatsoever. However, Concessionaire understands and agrees that the City retains the right to display certain public information oriented discretionary type messages advertising area attractions, services and Airport regional partnerships. IMPROVEMENTS BY CONCESSIONAIRE: The City shall provide, at no cost to the successful concessionaire, existing heat, air, and electricity to the floor and wall areas approved for advertising displays. The successful concessionaire shall be required to construct and install all additional improvements, furnishings, equipment, fixtures, etc. that may be required for its operation. NOTE: During the course of this agreement City reserves the right to assess a utility reimbursement fee for utility usage by any advertising displays installed after the commencement date of this agreement. FEES: The successful concessionaire will be required to pay to the City the greater of a minimum annual guarantee or a percentage of gross revenue as follows: A. Minimum Annual Guarantee: The minimum annual guarantee for the first year of the concession term shall be $40,000. The minimum annual guarantee for years two through five shall be the greater of $40,000 or eighty percent (80%) of the total actual payment due the City for all operations of the Concessionaire during the previous year of the agreement. The minimum annual guarantee for each year of six through ten shall be the greater of eighty percent (80%) of the total actual payment due the City for all operations of the Concessionaire during the previous year of the agreement or eighty percent (80%) of the total actual payment due the City for all operations of the Concessionaire due the City for year five.

Page 9 of 22

B.

__________ percent ( __%) of annual gross receipts

SALES TAX FOR USE OF LEASED PREMISES: In accordance with Florida law, every person that rents or leases any real property or who grants a license to use, occupy, or enter upon any real property is exercising a taxable privilege. The tax shall be added to the sales price or rental and the amount of the tax shall be separately stated as Florida tax on any charge tickets, sales slips, invoices, or other tangible evidence of sale or rental. In consideration of the concessionaires use of the leased premises, the first $500.00 of each monthly payment shall be considered taxable. The concessionaire shall multiply this amount by the current State and Local taxes and shall remit this amount, stated separately, along with their monthly payment. DISADVANTAGED BUSINESS ENTERPRISE PARTICIPATION: Proponents shall make good faith efforts as defined in Appendix B of 49 C.F.R. Part 23, Regulations of the Office of the Secretary of Transportation, to subcontract five percent (5%) of the dollar value of the concession to small business concerns owned and controlled by socially and economically disadvantaged individuals (DBE). In the event that the proponent for this solicitation qualifies as a DBE, the concession goal shall be deemed to have been met. The proponent with whom the City executes a Terminal Complex Advertising Concession Agreement shall be required to submit evidence each and every year of the Concession Agreement of their continuing good faith efforts to comply with these Disadvantaged Business Enterprise Participation goals. Individuals, who are reputably presumed to be socially and economically disadvantaged, include women, Blacks, Hispanics, Native Americans, Asian-Pacific Americans, and Asian-Indian Americans. The proponent will be required to submit with the proposals a detailed plan outlining how it will comply with the DBE requirements set forth herein. Any proposed DBE must be certified in accordance with Part 23. PERFORMANCE BOND: The successful proponent shall be required to comply with the following performance bond requirement prior to commencement of activities: Prior to commencing operations at the Airport pursuant to this Agreement, Concessionaire must post with the City, and Concessionaire must thereafter continuously maintain for the entire term, a performance bond equal to fifty percent (50%) of the dollar value of its average guaranteed minimum annual concession fee for the five years of the concession term (i.e., the guaranteed minimum five year concession rental set forth on Concessionaire's proposal divided by 5 and then multiplied by .5), to cover Concessionaire's performance of all of its obligations under this Agreement for the entire term. The performance bond to be provided by Concessionaire and its surety shall be in a form acceptable to the City. The surety company shall be licensed to do business in Florida, and shall be otherwise acceptable to the City. Concessionaire shall be responsible for paying all required bond premiums. An annually renewable Performance Bond may be substituted by the Concessionaire each year in lieu of providing a single Bond. Such Performance Bond shall not contain any exclusion or condition based on a time-period for the discovery of, and the making of a claim for any loss which is less than one year after the expiration date of such Performance Bond. In other words, the Performance Bond shall allow the City to make a claim under the Bond, for losses which totally or partially occurred during the period of such Bond. Such extended claim discovery and/or claim reporting period shall be for a period of at least one year or longer after the expiration of such Bond. Such Bond shall not contain any wording that would allow for the cancellation or reduction in coverage under the Bond, other than at the listed expiration date, provided that 30-days notice of such expiration is given to the City before termination of coverage at any

Page 10 of 22

such expiration date. The performance bond shall be payable to the City in the event Concessionaire defaults in any of its monetary or other service obligations to the City hereunder. The City reserves the right to modify the performance bond requirements to reflect changes in industry practice. INSURANCE AND INDEMNIFICATION: The successful proponent shall be required to comply with the following insurance and indemnification provisions prior to commencement of activities: Prior to taking possession of the leased premises and at all times during the term of the Agreement Lessee shall procure and maintain insurance of the types and to the limits specified below. The term City as used herein is defined to mean the City of Pensacola itself, the Pensacola International Airport, and any subsidiaries or affiliates, elected and appointed officials, employees, volunteers, representatives and agents of the City. Insurance shall be issued by an insurer whose business reputation, financial stability and claims payment reputation is satisfactory to the City, for the protection of City only. All insurance coverage of Lessee whether required or not, shall contain a Waiver of Subrogation clause, waiving subrogation against the City of Pensacola. Unless otherwise agreed, the amounts, form and type of insurance shall conform to the following minimum requirements: A. WORKER'S COMPENSATION

Lessee shall purchase and maintain Worker's Compensation Insurance Coverage for all Worker's Compensation obligations whether legally required or not. Additionally, the policy, or separately obtained policy, must include Employer's Liability Coverage of at least One Hundred Thousand Dollars ($100,000) each person-accident, One Hundred Thousand Dollars ($100,000) each person disease and Five Hundred Thousand Dollars ($500,000) aggregate-disease. B. COMMERCIAL GENERAL, AUTOMOBILE AND UMBRELLA LIABILITY COVERAGES

Lessee shall purchase on forms no more restrictive than the latest editions of the Commercial General Liability and Business Auto policies filed by the Insurance Services Office. The City of Pensacola shall be an Additional Insured and such coverage shall be at least as broad as that provided to the Named Insured under the policy for the terms and conditions of this Concession Agreement. The City shall not be considered liable for premium payment, entitled to any premium return or dividend and shall not be considered a member of any mutual or reciprocal company. Minimum limits of One Million Dollars ($1,000,000) per occurrence, and per accident, combined single limit for liability must be provided, with umbrella insurance coverage making up any difference between the policy limits of underlying policies coverage and the total amount of coverage required. Lessee and the City understand and agree that the minimum limits and the type of insurance herein required may become inadequate, and Lessee agrees that it will increase such coverage or limits of liability to the type and limits desired by the City within ninety (90) days of receipt of written notice from the Airport Director, or other person designated by the City to give such notice. Commercial General Liability coverage must be provided, including bodily injury and property damage liability for premises, operations, products and completed operations, and independent contractors. Broad

Page 11 of 22

Form Comprehensive General Liability coverage, or its equivalent, shall provide at least broad form contractual liability applicable to this specific Agreement and personal injury liability. The coverage shall be written on an occurrence-type basis. Business Auto Polity coverage must be provided, including bodily injury and property damage arising out of operation, maintenance, or use of owned, non-owned and hired automobiles and employee nonownership use. Umbrella Liability Insurance coverage shall not be more restrictive than the underlying insurance policy coverage. The coverage shall be written on an occurrence-type basis. C. CERTIFICATES OF INSURANCE

Required insurance shall be documented in the Certificates of Insurance which provide that the City of Pensacola shall be notified at least thirty (30) days in advance of cancellation, non-renewal or adverse change or restriction in coverage. The City of Pensacola shall be named in each Certificate as an Additional Insured and this Agreement shall be listed. If required by the City, Lessee shall furnish copies of Lessee's insurance policies, forms, endorsements, jackets and items forming a part of, or relating to such policies. Certificates shall be on the "Certificates of Insurance" form equal to, as determined by the City, an ACORD 25. Any wording in a Certificate which would make notification of cancellation, adverse change, or restriction in coverage to the City an option shall be deleted or crossed out by the insurance carrier or the insurance carrier's agent or employee. Lessee shall replace any canceled, adversely changed, restricted or non-renewed policies with new policies acceptable to the City and shall file with the City Certificates of Insurance under the new policies prior to the effective date of such cancellation, adverse change, or restriction. If any policy is not timely replaced, in a manner acceptable to the City, Lessee shall, upon instructions of the City, cease all operations under the Agreement until directed by the City, in writing, to resume operations. D. INSURANCE OF LESSEE PRIMARY

Lessee required coverage shall be considered primary, and all other insurance shall be considered as excess, over and above Lessee's coverage. Lessee's policy of coverage will be considered primary as it relates to all provisions of the Agreement. E. LOSS CONTROL AND SAFETY

Lessee shall retain control over its employees, agents, servants and subcontractors, as well as control over its invitees, and its activities on and about the subject premises and the manner in which such activities shall be undertaken and to that end, Lessee shall not be deemed to be an agent of the City. Precaution shall be exercised at all times by Lessee for the protection of all persons, including employees and property. Lessee shall make special effort to detect hazards and shall take prompt action where loss control/safety measures should reasonably be expected. F. HOLD HARMLESS

Lessee shall hold harmless the City of Pensacola, the Pensacola International Airport, its subsidiaries or affiliates, elected and appointed officials, employees, volunteers, representatives and agents of the City from any and all claims, suits, actions, damages, liability and expense in connection with loss of life, bodily or personal injury, or property damage including loss of use thereof, directly or indirectly caused by, resulting from, arising out of, or occurring in connection with this Agreement, whether occasioned wholly, or in part, by negligence of Lessee.

Page 12 of 22

Lessee's obligation shall not be limited by, or in any way to, any insurance coverage or by any provision in or exclusion or omission from any policy of insurance. G. PAY ON BEHALF OF CITY

Lessee agrees to pay on behalf of the City, as well as provide a legal defense for the City, both of which will be done only if and when requested by the City, for all claims as described in the Hold Harmless subparagraph. Such payment on behalf of the City shall be in addition to any and all other legal remedies available to the City and shall not be considered to be the City's exclusive remedy. Concessionaire's obligation shall not be limited by, or in any way to, any insurance coverage or by any provision in or exclusion or omission from any policy of insurance. SUPPLIES, MATERIALS AND EQUIPMENT: It is the responsibility of the Concessionaire to furnish all services, labor, materials, equipment, tools, insurance, permits, and fees (if any) necessary to render the services as set forth by the City. The Concessionaire will be solely responsible for the installation, construction, and furnishings of any exhibits, posters, special exhibits, dioramas, vertical island displays, hotel/motel board, digital and other display items necessary to successfully care out the provisions of this concession. The Concessionaire will also make all required mechanical and electrical installations and connections. All installations and advertising copy shall be in accordance with plans submitted to and approved by the City of Pensacola. All mechanical and electrical installations and connections shall become the property of the City upon installation, except plug-in connections. All installations made by Concessionaire shall be subject to removal at the request of the City at any time when in the opinion of the City the installation shall interfere with the operation of the Terminal Building or shall be otherwise objectionable for any reason. MAINTENANCE: The City will provide maintenance for the floors and walls of the public areas of the building. All maintenance relating to the areas assigned for the Terminal Complex advertising concession, including all equipment and furnishings therein, will be the responsibility of the Concessionaire, and it will be required to keep the area in good operating condition and repair and to keep such in a clean and neat condition and appearance. SECURITY: All personnel requiring regular access to the concourse area of the terminal building of the Airport must qualify for, wear and exhibit a security identification badge issued by the Airport. The Lessee shall be responsible for obtaining the necessary badges. Badges currently cost fortyfive dollars ($45.00) each. Operators shall allow thirty (30) days processing time for the issuance of the badges. Individuals requiring badges will have to submit fingerprints for past criminal history prior to badge issuance. All security badges are to remain the property of the Airport and shall be returned at the termination of the Contract. Concessionaire agrees to abide by existing and future security requirements of the Airport.

Page 13 of 22

EVALUATION CRITERIA

EVALUATION OF PROPOSALS: The City reserves the right to evaluate each proposal by a committee of three (3) people of the City of Pensacola selected by the Mayor or solely by the Mayor or his designee as determined by the Mayor. The evaluation of the proposals will be based upon the following information required in the proposal form: 20% 20% 20% 20% 10% 10% A. B. C. D. E. F. Experience of proponent; Revenue to the Airport; Management Plan; Advertising and Marketing Master Plan including fixture quality; Financial Responsibility; DBE Plan

Within five (5) weeks of proposal opening, selected proponents will be required to conduct a review presentation. This presentation shall further detail the items outlined in the proponents written proposal, with particular emphasis on the proposed advertising and marketing master plan. Proponents shall demonstrate how they will design and implement an advertising program that will provide the needed public information yet be aesthetically balanced with the Airport dcor and enhance the Airport image. Oral presentations shall be a maximum of forty-five minutes. At its conclusion, there will be fifteen minutes for questions from the City. AWARD OF CONCESSION: Within one (1) month of oral presentations, the City shall determine the top proponent and shall notify all proponents of the selection accordingly. The City of Pensacola reserves the right to accept or reject any or all proposals, to waive any minor proposal irregularities, technicalities, or informalities, and to re-advertise for proposals when deemed in the best interest of the City. The recommendation for the award of the concession will be made by the Mayor to the City Council.

PROPOSAL FORMAT PROPOSAL FORMAT: Each proponent shall submit five (5) complete sets of its proposal NOT TO EXCEED 60 SINGLE SIDED PAGES not including cover/back, table of contents, index, tabs or required forms. Proposals shall assume the following format. If any question or item does not apply, so indicate. 1. PROPONENT A. B. C. D. E. Name Address Telephone Number Contact Person Type of Organization: Which type of the following: Sole Proprietorship Limited Partnership General Partnership Corporation authorized to do business in Florida. Include State and year of incorporation

Page 14 of 22

2.

EXPERIENCE OF PROPONENT A. Please provide the following information with respect to five other Airport or similar type venue advertising or display programs which you have operated or been awarded within the past five (5) years: i. ii. Name of Project, location, and name of contact. Term of contract in each of the above locations (dates of commencement & termination). Basic financial arrangements of contract including, but not limited to, minimums, percentage payments and investment requirements. Number and types of advertising displays in each of the above locations.

iii.

iv. B.

List in rank order the three (3) advertising programs that you consider your best operations in relation to the Citys objectives at Pensacola International Airport as described in the proposal documents, along with a brief discussion on the reasons you think these are your best operations. Specify whether any agreements for the operation of an advertising contract by your firm have ever been canceled or terminated by the subject airport? If yes, give details. Specify whether you ever been awarded an advertising contract and failed to execute an agreement with the awarding party? If yes, give details. Specify whether any advertising contract by your firm have ever been found in default. If yes, give details.

C.

D.

E.

3.

MANAGEMENT PLAN Please provide the following information with respect to the management experience of the organization and the management plan to be used in the operation of this concession: A. Background information on the proponent's management and length of experience in Airport or similar type venue display advertising; Review of proponent's sales organization and its capability to sell advertising space to local, regional and national advertisers; Experience of management, sales and other key personnel to be used in the operation of this concession to demonstrate they are fully capable and qualified to undertake and operate the services set forth in this proposal and Concession Agreement; Detailed description of local sales representation and the local maintenance program to be instituted at the Airport.

B.

C.

D.

Page 15 of 22

4.

FINANCIAL ABILITY A. If a corporation, please list all officers, directors and owners of five percent (5%) or more of the capital stock of the proponent. If other than a corporation, please list all persons or entities with an interest of five percent (5%) or more in the operations of the proponent, indicating the title, if any, and the percentage of the interest of each. Provide financial statements of your organization, as follows: i. If a publicly held corporation: a. Consolidated financial statements as submitted to the Securities and Exchange Commission on Form 10K for your last two (2) fiscal years. The most recent 10Q since the last 10K was submitted. Any Form 8K's in your last fiscal year.

B.

C.

b. c. ii.

If a privately held organization: a. Balance sheet for your last two (2) fiscal years. All financial statements provided to the City hereunder shall be financial statements certified by an independent Certified Public Accountant, if such certified financial statements are available. Statement of income for your last two (2) fiscal years. Statement of cash flows for the last two (2) fiscal years. Provide this statement only if regularly prepared as part of the financial statements. Management discussion and analysis of your organizations financial condition for the last two (2) years indicating any changes in your financial position since the financial statements were prepared. Any recent Management Letters.

b. c.

d.

e. D. E.

Specify whether you have ever had a bond forfeited or canceled. If yes, state the name of the bonding company, date, amount of bond and the reason for the cancellation or forfeiture. Specify whether you or any director, principal officer, or owner of ten percent (10%) or more of your stock have ever been declared bankrupt. If yes, state the name of the bankrupt business, date of the proceedings, court and disposition. Specify whether it ever been determined by a court of competent jurisdiction, in any civil or criminal proceedings (and including for this purpose any plea of guilty or nolo contendere) that you or any officer, director, or (unless you are a corporation whose stock is publicly traded) owner of ten percent (10%) or more of any class of your stock, or any sole proprietor or general partner of proponent, or any entity controlled by or under common control with you, has intentionally failed to report to any party granting a concession, or to any licensor or

F.

Page 16 of 22

landlord, any gross receipts on which the calculation of concession fees, license fees, percentage fees, or other similar payments are calculated. If yes, please state the date of proceedings and court, and describe the circumstances. G. 5. Submit other evidence of your financial responsibility, including but not limited to, a credit rating from a qualified firm preparing credit ratings, a bank reference or other trade reference.

ADVERTISING AND MARKETING MASTER PLAN: The proponent shall provide the following: A. Detailed explanation of proponent's business philosophy and Marketing Master Plan for obtaining the maximum usage of available advertising space at Pensacola International Airport. The proponents sales objectives and the projected percentage mix of local, regional and national advertising that will be placed in the Airport. Detailed description, with photographs or renderings, of the type of revenue producing advertising display fixtures, hotel/motel telephone board and digital fixtures the proponent proposes to furnish and install, including production and installation procedures for all such display units. Listing of revenue producing advertising displays indicating type and quantity and the location of each. Detailed statement showing cost per unit and total cost of revenue producing display fixtures. The proponent should also include any promotional materials used in the sale of Airport advertising displays.

B. C.

D. E. F.

6.

REVENUE The proponent shall provide a detail of its expected gross yearly sales and subsequent percentage of gross revenue to the City. Proponents must provide documentation to support these figures. The minimum annual guarantee for the first year of the concession term shall be $40,000. The minimum annual guarantee for years two through five shall be the greater of $40,000 or eighty percent (80%) of the total actual payment due the City for all operations of the Concessionaire during the previous year of the agreement A. Should the concession term be extended for the additional five-year term, the minimum annual guarantee for years six through ten shall be the greater of eighty percent (80%) of the total actual payment due the City for all operations of the Concessionaire during the previous year of the agreement or eighty percent (80%) of the total actual payment due the City for all operations of the Concessionaire due the City for year five.

7.

DBE PLAN The proponent shall make good faith efforts as defined in Appendix B of 49 C.F.R. Part 23, Regulations of the Office of the Secretary of Transportation, to subcontract five percent (5%) of the dollar value of the concession to small business concerns owned and controlled by socially and economically disadvantaged individuals (DBE). In the event that the proponent for this solicitation qualifies as a DBE, the concession goal shall be deemed to have been met.

Page 17 of 22

The proponent with whom the City executes the Terminal Complex Advertising Concession Agreement shall be required to submit evidence each and every year of the Concession Agreement of their continuing good faith efforts to comply with these Disadvantaged Business Enterprise Participation goals. Individuals who are rebuttably presumed to be socially and economically disadvantaged include women, Blacks, Hispanics, Native Americans, Asian-Pacific Americans, and Asian-Indian Americans. The proponent shall provide a detailed plan outlining how it will comply with the DBE provisions set forth above. Any proposed DBE must be certified in accordance with Part 23.

Page 18 of 22

THIS FORM MUST BE SUBMITTED WITH PROPOSAL PACKAGE

CITY OF PENSACOLA, FLORIDA PROPOSAL FOR TERMINAL COMPLEX ADVERTISING CONCESSION PENSACOLA INTERNATIONAL AIRPORT Proposal # 12-035

Date: __________________, 20___ The undersigned hereby offers to enter into an agreement with the City of Pensacola for the installation, maintenance, and operation of an Airport Terminal Complex Advertising Concession at the Pensacola International Airport on the terms and condition contained in the Request for Proposals, all of which are made a part of this Proposal and of the Concession Agreement to be entered into between the successful applicant and the City of Pensacola. In making this Proposal, the undersigned acknowledges having carefully read all of the instruction accompanying this Proposal and that all conditions contained therein are thoroughly understood. Should the undersigned be awarded the right to operate the Airport Terminal Complex Advertising Concession, the undersigned will execute and deliver a Concession Agreement, in substantially the same form of the agreement contained in the proposal package, as said agreement may have been modified by addenda issued prior to the opening of the proposals, plus all required insurance certificates and performance bonds within thirty (30) days of City's written notice of award. In order for the undersigned's proposal not to be deemed irregular by the City, and subject to rejection on account of said irregularity, the undersigned must attach hereto its proposal security, in the form of a $2,000 bid bond, cashier's or certified check, payable to the City of Pensacola, without reservation. Should the undersigned fail to execute the Concession Agreement and deliver required insurance certificates and performance bonds within thirty (30) days following written notification of the City's acceptance of its proposal, the undersigned's proposal security will be forfeited to the City and its proposal will be deemed null and void. If the proposal is submitted by a corporation and the undersigned is not the president or vice-president of the corporation, the undersigned must attach a resolution of the corporation's Board of Directors authorizing the undersigned to execute the Proposal Form, and the Terminal Complex Advertising Concession Agreement, and to bind the corporation thereto. If the proposal is being submitted by a partnership or sole proprietorship, and the undersigned is a partner of said partnership, or an agent of said partnership or sole proprietorship, then there must be attached a current power of attorney certifying the partner or agent's authority to execute the Proposal Form and Concession Agreement on behalf of the partnership or sole proprietorship, and to bind the partnership or sole proprietorship to the terms of the Proposal Form and Concession Agreement.

Page 19 of 22

Firm Name: _____________________________________

The firm is a (check one): _____ corporation _____ sole proprietorship _____ partnership, or _____ limited partnership

Firm's business address: _______________________________ _______________________________ _______________________________ _______________________________

Telephone: By: (Signature)

(Printed or typed name)

Title/Representative Capacity

ATTEST: ATTEST:

Page 20 of 22

DBE SOLICITATION

Name, Address, and Phone # of DBE

Date Of Contact ___________ ___________ ___________ ___________ ___________ ___________ ___________ ___________ ___________ ___________ ___________ ___________ ___________ ___________ ___________ ___________

Result Of Contact __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________

____________________________________ ____________________________________ ____________________________________ ____________________________________ ____________________________________ ____________________________________ ____________________________________ ____________________________________ ____________________________________ ____________________________________ ____________________________________ ____________________________________ ____________________________________ ____________________________________ ____________________________________ ____________________________________

___________________________________ Name of Official

____________________________ Concessionaire

___________________________________ Title of Official

______________________ Date

NOTE: Please attach copies of any written solicitation information, including, but not limited to, information regarding follow-up contacts.

Page 21 of 22

DBE INTENT TO PERFORM AS A CONTRACTOR

TO: _______________________, in response to a telephone/written request for a quote on ______________, 2000, agrees to perform the work outlined below. The work description is as follows: ____________________________________________________________________________________________ ____________________________________________________________________________________________ ___________

The price of said work is $______________________

_________________________________ will enter into a formal agreement for the above work conditional upon your entering into a Concession Agreement with the City of Pensacola.

_____________________ Date

_____________________________ Name of DBE Firm

Page 22 of 22

AIRPORT TERMINAL COMPLEX ADVERTISING CONCESSION AGREEMENT THIS CONCESSION AGREEMENT is made and entered into this ________ day of ____________________, 20 , by and between the CITY OF PENSACOLA, a municipal corporation of the State of Florida with business address of 222 W. Main Street, Pensacola, Florida 32502 , (herein referred to as the "City" or "Lessor"), and ______________________________________________________________, a ( ( ( ( ) ) ) ) sole proprietorship limited partnership general partnership corporation

authorized to do business in the State of Florida with the business address of ____________________________________(hereinafter referred to as "Concessionaire"). (Each at times referred as a party or collectively as parties). WITNESSETH: WHEREAS, the City has identified certain space available within the Terminal Building complex of the Pensacola International Airport (hereinafter referred to as the Airport) and now wishes to lease said space to the Concessionaire for the placement of certain advertising messages to serve visitors and the traveling public using the Airport; and WHEREAS, the City has determined that the leasing such space to the Concessionaire will not interfere with its operations and will benefit the traveling public by providing information concerning products and services available to Airport patrons; and WHEREAS, as a result, the City of Pensacola now finds that it is in the best financial interests of the Citys citizens that this Concession Agreement be approved as provided herein. NOW, THEREFORE, in consideration of the proposal submitted by Concessionaire for the operation of the Airport Terminal Complex advertising concession at Pensacola International Airport, the City's acceptance of said proposal, and the mutual promises set forth below, the parties hereby agree as follows: ARTICLE I. CONTRACT INCLUSIONS. All instructions, specifications, statements accompanying the proposal, and the proposal itself, all of which do no conflict with the provisions contained herein, shall be considered a part of this Agreement. In the case of any conflict, this Concession Agreement shall be supreme.

Page 1 of 29

ARTICLE II. LEASED PREMISES. The Concessionaire shall have the select use of those floor and wall areas of the Airport Terminal complex which are approved by the Airport Director for advertising display purposes, excepting advertising of tenants of the Terminal in their exclusive space. However, Concessionaire understands and agrees that the City retains the right to display certain public information oriented discretionary type messages advertising area attractions, services and Airport regional partnerships. It is hereby understood by both parties that the exact placement of the advertising displays may change during the term of this Concession Agreement and that concessionaire may not utilize an area without receiving prior written authorization from the Airport Director to do so. ARTICLE III. SUBSTITUTION OF PREMISES/ LEASEHOLD CONDEMNATION RIGHTS Concessionaire shall have the right to lease certain Terminal space. Subject to the paragraph below, Concessionaire understands and agrees that City has the right to take all or any portion of the Concessionaires Leased Premises, and any additions, alterations or improvements thereon, should the City, in its sole discretion, determine that said portion of the Leased Premises, and improvements thereon, are required for other Airport purposes. If such action is taken, City shall substitute comparable areas within the Airport, or any additions or extensions thereof, brought to the same level of improvement as the area taken. City shall bear all expenses of bringing the substituted area to the same level of improvement as the area taken, and of moving Concessionaire's improvements, equipment, furniture and fixtures to the substituted area. If any of Concessionaire's improvements, equipment, furniture or fixtures cannot be relocated, City shall replace, at its own expense, such non-relocatable improvements and other property, with comparable property in the substituted area, and City shall be deemed the owner of the non-relocated improvements and other property, free and clear of all claims of any interest or title therein by Concessionaire, or any mortgagee or other third party. It is the specific intent of this subparagraph that Concessionaire be placed, to the extent possible, in the same position it would have been, had City not substituted new premises for the Leased Premises; provided, however, that City shall not be obligated to reimburse Concessionaire for lost profits or revenues due to such substitution. Nothing in the subparagraph above, shall be construed to adversely affect City's rights to condemn Concessionaire's leasehold rights and interests in the Leased Premises, and improvements thereon,
Page 2 of 29

should City, in its sole discretion, determine that it requires all or any portion of the Leased Premises, and improvements thereon, for other Airport purposes. City may exercise its leasehold condemnation rights in lieu of the City's substitution rights set forth in the paragraph above. In the event the City proceeds by way of condemnation, the paragraph above shall not apply, and Concessionaire shall be entitled to compensation for its leasehold interest in that portion of the Leased Premises, and improvements thereon, so taken, in accordance with applicable Florida condemnation law. The Concessionaire shall be responsible for informing all of its individual advertising clients of the City's rights under this Article. ARTICLE IV. GRANT OF USE.

The City hereby grants the Concessionaire the right to use the area assigned to it solely for the installation and operation of an advertising concession and for no other purpose whatsoever. Concessionaire hereby assumes the following obligations: A. B. C. To install and maintain at the Citys option a hotel/motel board of a design and in a location acceptable to the City. To install and maintain other displays as outlined in its proposal for said concession. To install and maintain other advertising displays as approved by the Airport Director.

Concessionaire shall not use, nor permit others to use, its areas, and any improvements thereon, for any commercial or non-commercial purpose, other than the authorized purpose set forth herein, unless the City authorizes said additional use of the leased premises, in writing, in the future. Should Concessionaire wish to perform or provide additional commercial or non-commercial services or activities from its premises, Concessionaire shall make written application to the City requesting permission to provide such additional activity or service. If the City determines that Concessionaire is qualified to perform the additional activity or service, and that Concessionaire's provision of said additional activity or service would be in the Airport's best interests, and if the City and Concessionaire are able to negotiate and execute an amendment to this Concession Agreement setting forth the terms and conditions by which Concessionaire shall perform the additional activity or service and the rental to be paid by Concessionaire to the City for the privilege of performing said additional activity or service, then Concessionaire shall be deemed authorized to perform said additional commercial or non-commercial activity or service from its leased premises.

Page 3 of 29

ARTICLE V.

TERM.

The term of this Concession Agreement shall be for five (5) years commencing at midnight, on _________, 20 ("Commencement Date") and terminating at 11:59 PM ___________, 20 ; provided however, either party may terminate this agreement for convenience at anytime and for reason upon giving the other party ninety (90) days prior written notice. The term of the Concession Agreement may be extended for one additional five year term provided the Concessionaire complies with the following performance criteria: A. 80% annual case occupancy; B. Sales force with proof of calls to local market of not less than 500 per year; C. Concessionaire complies with all terms of the Concession Agreement and is not found in default at any time. Upon the final expiration of this agreement, the agreement may be extended on a month-to-month basis at the sole discretion of the City and upon approval of the Mayor. ARTICLE VI. RENEWAL.

Not withstanding the above, Concessionaire has no guaranteed or preferential right, as against other third parties, of reletting the Leased Premises following the termination of this Agreement. Should Concessionaire wish to relet the Leased Premises following the termination of this Agreement, Concessionaire shall submit an application for lease in accordance with Airport leasing rules and regulations in effect at that time. Concessionaire's application will be reviewed by the City, along with all other applications, if any, in accordance with then applicable Airport leasing rules and regulations. Past and persistent breaches by Concessionaire under this Agreement shall be sufficient cause for the City, in its sole discretion, to refuse to relet the Leased Premises to Concessionaire, regardless of whether said past breaches were cured by Concessionaire. ARTICLE VII. CONCESSION FEES.

Percentage of Gross/Guaranteed Annual Fee: Concessionaire shall pay to the City, for the right to install and maintain advertising displays in the Terminal building, the greater of the guaranteed annual fee or _______________ percent (__%) of annual gross sales. For purposes of computing Concessionaire's gross sales for each year of this Concession Agreement, the concession year shall be deemed to commence at midnight ________ each year this Agreement

Page 4 of 29

is in effect, and shall be deemed to terminate at 11:59 PM of __________ of the following year. The minimum annual guarantee for the first year of the concession term shall be $40,000. The minimum annual guarantee for years two through five shall be the greater of $40,000 or eighty percent (80%)of the total actual payment due the City for all operations of the Concessionaire during the previous year of the agreement. Should the concession term be extended for the additional fiveyear term, the minimum annual guarantee for years six through ten shall be the greater of eighty percent (80%)of the total actual payment due the City for all operations of the Concessionaire during the previous year of the agreement or eighty percent (80%)of the total actual payment due the City for all operations of the Concessionaire due the City for year five. The term "gross sales" as used in this Concession Agreement shall mean all amounts received by Concessionaire, or which Concessionaire is entitled to receive for all services and activities performed by Concessionaire in, at, upon, and from the Airport, in connection with its Terminal advertising concession. Gross sales to the Concessionaire shall be deemed received at the time the sales, lease, or service transaction occurs giving rise to Concessionaire's right to collect said monies, regardless of whether said transaction was conducted in person, by telephone or by mail, whether the transaction was for cash or credit, and if for credit, regardless of whether the Concessionaire ultimately collects the monies owed for said transaction from the customer involved. Any gross sales included in the formula for determining percentage rentals owed the City and determined by Concessionaire at a later date to be uncollectible shall not offset future percentage rentals owed the City. Gross sales shall not include 1) sales or use taxes paid to the State of Florida, 2) amounts paid by the advertisers as reimbursement to Concessionaire for expense incurred in connection with the construction or installation of displays, 3) amounts received for the use of the telephone board that are in turn passed on to the telephone line provider for the use of the telephone line, and 4) the agency commission payments payable to outside advertising agencies. Sales Tax for Use of Leased Premises: In accordance with Florida law, every person who rents or leases any real property or who grants a license to use, occupy, or enter upon any real property is exercising a taxable privilege. The tax shall be added to the sales price or rental and the amount of the tax shall be separately stated as Florida tax on any charge tickets, sales slips, invoices, or other tangible evidence of sale or rental.

Page 5 of 29

In consideration of the concessionaires use of the leased premises, the first $500.00 of each monthly payment shall be considered taxable. The concessionaire shall multiply this amount by the current State and Local taxes and shall remit this amount, stated separately, along with their payments. Payment Schedule: Concessionaire shall pay its guaranteed minimum annual fee or _______________ percent (__%) of gross sales (whichever amount is greater) in four (4) equal quarterly installments, which installments shall be due no later than the fifteenth day of the month immediately following the quarter then ending. For purposes herein, quarters shall end March 31, September 30, and December 31 of each calendar year. Statements Due: At the same time that Concessionaire pays its quarterly installment of its guaranteed minimum annual fee or ______________ percent (__%) of gross sales, Concessionaire shall submit a certified statement of gross sales for the quarter then ending, detailed as to individual displays. Late Payments: Without waiving any other right of action available to the City in the event of default in payment of any and all fees, charges, or taxes hereunder, in the event Concessionaire is delinquent in paying to the City any fees payable to the City pursuant to this Agreement, Concessionaire shall pay to City interest at a rate of one and one-half percent (1.5%) per month from the date such fees are due until receipt of payment. Any partial payments received on said indebtedness shall be applied first to accrued interest and then to principal. ARTICLE VIII. BOOKS, RECORDS AND AUDITS Books and Records: Concessionaire must maintain full and accurate books of account and records, in a form acceptable to the City, from which gross sales, as defined herein, and the amount of percentage fees owed the City hereunder, can be determined, according to standard and accepted accounting practices. The books of account and records that Concessionaire must maintain must include, but not be limited to, sales slips, cash register tapes, credit card invoices, monthly sales tax returns, sales and disbursement journals, general ledgers, bank statements, bank books, bank deposit slips and annual federal income tax returns. These books and records shall be maintained on a current basis and shall be made available in Pensacola, Florida, for a period of at least thirty-six (36) June 30,

Page 6 of 29

months from the end of each monthly period, or for such longer period of time as the City may request in writing. Audits: Each year of the concession term, Concessionaire shall employ an independent Certified Public Accountant who shall furnish a written audit to the City stating that in his opinion the guaranteed annual fee and the percentage fee paid to by Concessionaire to the City during the preceding concession year pursuant to this Concession Agreement were made in accordance with the terms of this Concession Agreement. Such statement shall also contain a list of the gross sales as shown on the books and records of Concessionaire which were used to compute the percentage fee made to the City during the period covered by the statement. This statement shall be done within sixty (60) days of the last day of the preceding concession year, a copy of which shall be furnished to the City within five (5) calendar days of its completion. The City reserves the right to audit Concessionaire's books and records of gross sales at any time for the purpose of verifying gross sales hereunder. If any audit shows percentage payments and other charges that should have been paid to the City by the Concessionaire pursuant to the Agreement were understated or underpaid for the annual period involved, Concessionaire shall, within thirty (30) days notice of any such deficiency, pay to the City the full amount underpaid, plus one and one-half percent (1.5%) interest per month on said underpayment from the time said underpayment should have been paid to the time said underpayment is fully paid. In addition, if, as a result of such an audit, it is established that Concessionaire has understated gross sales received by it by one percent (1%) or more Concessionaire shall pay the full cost of the audit.
ARTICLE IX. PERFORMANCE SECURITY. Prior to commencing operations at the Airport pursuant to this Concession Agreement, Concessionaire must post with the City, and Concessionaire must thereafter continuously maintain for the entire five year concession term, a performance bond equal to fifty percent (50%) of the dollar value of its average guaranteed minimum annual fee to cover Concessionaire's performance of all of its obligations under this Concession Agreement for the entire five year concession term. The performance bond to be provided by Concessionaire and its surety shall be in a form acceptable to the City. The surety company shall be licensed to do business in Florida, and shall be otherwise acceptable to the City. Concessionaire shall be responsible for paying all required bond premiums. An annually renewable Performance Bond may be substituted by the Concessionaire each year in lieu of providing a single five year Bond. In such case, the Performance Bond shall be equal to an amount of 50% of the dollar value of the average guaranteed minimum annual
Page 7 of 29

fee for each and every year of the five year period. Such Performance Bond shall not contain any exclusion or condition based on a time-period for the discovery of, and the making of a claim for, any loss which is less than one year after the expiration date of such Performance Bond. In other words, the Performance Bond shall allow the City to make a claim under the Bond, for losses which totally or partially occurred during the period of such Bond. Such extended claim discovery and/or claim reporting period shall be for a period of at least one year or longer after the expiration of such Bond. Such Bond shall not contain any wording which would allow for the cancellation or reduction in coverage under the Bond, other than at the listed expiration date, provided that 30-days notice of such expiration is given to the City before termination of coverage at any such expiration date. The performance security shall be payable to the City in the event Concessionaire defaults in any of its monetary or other obligations to the City hereunder. The City reserves the right to modify the performance requirements to reflect changes in industry practice. ARTICLE X. TAXES AND ASSESSMENTS. bond

Concessionaire shall pay all property taxes; personal property taxes; all sales and other taxes measured by or related to the rental payment hereunder; all license fees; and any and all other taxes, charges, imposts, or levies of any nature, whether general or special, which may, at any time, be in any way imposed by local, state, or federal authorities other than the City, or that become a lien upon Concessionaire, the City, or the Leased Premises, by reason of this Agreement or Concessionaire's activities in, or improvements upon, the Leased Premises pursuant to this Agreement. Concessionaire shall have the right, by giving written notice to City of its intention to do so, to resort to any available legal or administrative proceeding to contest or obtain the review of any such tax, charge, or assessment at any time before such tax, charge, or assessment becomes delinquent. At Concessionaire's request, the City may join in such proceedings. The expenses of such proceeding, including all of the City's costs and attorney's fees incurred in protecting its own interests in such proceeding and in assisting Concessionaire in such proceeding, shall be paid by Concessionaire irrespective of whether the City participates in such proceeding. ARTICLE XI. INSURANCE AND INDEMNIFICATION.

Prior to taking possession of the Leased Premises and at all times during the term of this Concession Agreement Concessionaire shall procure and maintain insurance of the types and to the limits specified.

The term City as used in this Article is defined to mean the City of Pensacola itself, the Pensacola International Airport, and
Page 8 of 29

of its any subsidiaries or affiliates, elected and appointed officials, employees, volunteers, representatives and agents. Insurance shall be issued by an insurer whose business reputation, financial stability and claims payment reputation is satisfactory to the City, for the protection of City only. All insurance coverages of Concessionaire whether required or not, shall contain a Waiver of Subrogation clause, waiving subrogation against the City of Pensacola. Unless otherwise agreed, the amounts, form and type of insurance shall conform to the following minimum requirements: A. WORKER'S COMPENSATION Concessionaire shall purchase and maintain Worker's Compensation Insurance Coverage for all Worker's Compensation obligations whether legally required or not. Additionally, the policy, or separately obtained policy, must include Employer's Liability Coverage of at least One Hundred Thousand Dollars ($100,000) each person-accident, One Hundred Thousand Dollars ($100,000) each person disease and Five Hundred Thousand Dollars ($500,000) aggregate-disease. B. COMMERCIAL GENERAL, AUTOMOBILE AND UMBRELLA LIABILITY COVERAGES Concessionaire shall purchase on forms no more restrictive than the latest editions of the Commercial General Liability and Business Auto policies filed by the Insurance Services Office. The City of Pensacola shall be an Additional Insured and such coverage shall be at least as broad as that provided to the Named Insured under the policy for the terms and conditions of this Concession Agreement. The City shall not be considered liable for premium payment, entitled to any premium return or dividend and shall not be considered a member of any mutual or reciprocal company. Minimum limits of One Million Dollars ($1,000,000) per occurrence, and per accident, combined single limit for liability must be provided, with umbrella insurance coverage making up any difference between the policy limits of underlying policies coverage and the total amount of coverage required. Concessionaire and the City understand and agree that the minimum limits and the type of insurance herein required may become inadequate, and Concessionaire agrees that it will increase such coverage or limits of liability to the type and limits desired by the City within ninety (90) days of receipt of written notice from the Airport Director, or other person designated by the City to give such notice.

Page 9 of 29

Commercial General Liability coverage must be provided, including bodily injury and property damage liability for premises, operations, products and completed operations, contractual liability, advertising liability and independent contractors. Broad Form Comprehensive General Liability coverage, or its equivalent, shall provide at least broad form contractual liability applicable to this specific Concession Agreement and personal injury liability. The coverage shall be written on an occurrence-type basis. Business Auto Policy coverage must be provided, including bodily injury and property damage arising out of operation, maintenance, or use of owned, non-owned and hired automobiles and employee non-ownership use. Umbrella Liability Insurance coverage shall not be more restrictive than the underlying insurance policy coverages. The coverage shall be written on an occurrence-type basis. C. CERTIFICATES OF INSURANCE Required insurance shall be documented in the Certificates of Insurance that provide that the City of Pensacola shall be notified at least thirty (30) days in advance of cancellation, non-renewal or adverse change or restriction in coverage. The City of Pensacola shall be named in each Certificate as an Additional Insured and this Agreement shall be listed. If required by the City, Concessionaire shall furnish copies of Concessionaire's insurance policies, forms, endorsements, jackets and items forming a part of, or relating to such policies. Certificates shall be on the "Certificates of Insurance" form equal to, as determined by the City, an ACORD 25. Any wording in a Certificate which would make notification of cancellation, adverse change, or restriction in coverage to the City an option shall be deleted or crossed out by the insurance carrier or the insurance carrier's agent or employee. Concessionaire shall replace any canceled, adversely changed, restricted or non-renewed policies with new policies acceptable to the City and shall file with the City Certificates of Insurance under the new policies prior to the effective date of such cancellation, adverse change, or restriction. If any policy is not timely replaced, in a manner acceptable to the City, Concessionaire shall, upon instructions of the City, cease all operations under the Concession Agreement until directed by the City, in writing, to resume operations. D. INSURANCE OF CONCESSIONAIRE PRIMARY

Page 10 of 29

Concessionaire required coverage shall be considered primary, and all other insurance shall be considered as excess, over and above Concessionaire's coverage. Concessionaire's policy of coverage will be considered primary as it relates to all provisions of the Concession Agreement. E. LOSS CONTROL AND SAFETY Concessionaire shall retain control over its employees, agents, servants and subcontractors, as well as control over its invitees, and its activities on and about the subject premises and the manner in which such activities shall be undertaken and to that end, Concessionaire shall not be deemed to be an agent of the City. Precaution shall be exercised at all times by Concessionaire for the protection of all persons, including employees and property. Concessionaire shall make special effort to detect hazards and shall take prompt action where loss control/safety measures should reasonably be expected. F. HOLD HARMLESS The Concessionaire shall hold harmless the City of Pensacola its subsidiaries or affiliates, elected and appointed officials, employees, volunteers, representatives and agents from any and all claims, suits, actions, damages, liability and expenses in connection with loss of life bodily or personal injury, or property damage, including loss or use thereof, directly or indirectly caused by, resulting from, arising out of or occurring in connection with this Agreement, whether arising solely out of the negligence of the Concessionaire or not. The Concessionaires obligation shall not be limited by, or in any way to, any insurance coverage or by any provision in or exclusion or omission from any policy of insurance. Nothing contained herein shall obligate the Concessionaire to hold harmless the City for the Citys own sole negligence which is determined to be the exclusive cause of any such claim. Concessionaire's obligation shall not be limited by, or in any way to, any insurance coverage or by any provision in or exclusion or omission from any policy of insurance. G. PAY ON BEHALF OF CITY Concessionaire agrees to well as provide a legal which will be done only City, for all claims as pay on behalf of the City, as defense for the City, both of if and when requested by the described in the Hold Harmless

Page 11 of 29

subparagraph. Such payment on behalf of the City shall be in addition to any and all other legal remedies available to the City and shall not be considered to be the City's exclusive remedy. ARTICLE XII. Initial Improvements: Upon commencement of this Agreement, Concessionaire shall promptly construct and install, at its own expense, all improvements needed for the operation to be conducted. The design, review, and installation of said improvements shall be performed in compliance with the paragraph entitled General Construction Requirements below. Improvements shall be designed, constructed and installed in accordance with the improvements as contained in Concessionaires proposal. Additional Improvements: During the term of this Agreement, Concessionaire shall have the right to construct, at its own expense, improvements, alterations, or additions to the Leased Premises to facilitate and further the authorized usage of the Leased Premises, provided that Concessionaire conforms with all conditions of this Article including: (a) (b) the proposed improvements and alterations are submitted to the City for its prior review; the City determines, in its sole discretion (which discretion shall be reasonably applied), that the proposed improvements and alterations will be consistent with the Airport's Master Plan, land use plan and architectural design and quality of construction in effect at the time of construction; and the improvements, alterations, and additions are to be constructed by qualified and licensed contractors and subcontractors. IMPROVEMENTS.

(c)

General Construction Requirements: Prior to the commencement of any construction activity, Concessionaire shall submit detailed plans, specifications, and a construction time schedule for the improvements, to the City for approval. The Airport Director shall either approve or disapprove the plans and/or specifications submitted by the Concessionaire. Approval by the Airport Director of any plans and specifications refers only to the conformity of such plans and specifications to the general architectural and aesthetic plan for the area assigned to the Concessionaire. Such plans are not approved for architectural or engineering design or compliance with applicable laws or codes and the City, acting through the Airport Director,
Page 12 of 29

by approving such plans and specifications, assumes no liability or responsibility hereof or for defect in any structure or improvement constructed according to such plans and specifications. The Airport Director reserves the right to reject any design submitted and shall state the reasons for such action. No changes or alterations shall be made to said plans and specifications after approval by the Airport Director. Immediately upon receipt of the City's written approval of said plans, specifications, and construction time schedule, Concessionaire shall proceed with construction of said improvements. Work shall not be performed at times other than shown on the construction time schedule without the prior approval of the Airport Director. Concessionaire shall construct all improvements and additions to the Leased Premises at its own expense. Although the City has the right to review proposed improvement plans, and veto the plans if the plans are inconsistent with the Airport development plans or construction quality and design control, pursuant to the standards set forth above, if the City does not veto said improvement plans, and Concessionaire thereafter constructs the improvements, the improvements shall be commissioned and constructed at Concessionaire's sole initiative and behest, and nothing herein shall be construed as an authorization by City to Concessionaire to construct the improvements, or as an agreement by City to be responsible for paying for the improvements, and neither the Leased Premises, nor the City's interest in said Leased Premises or any improvements constructed thereon, shall be subjected to a mechanic's lien for any improvements constructed by Concessionaire hereunder. Where the cost of improvements exceed $100,000, the City may require Concessionaire to post a bond or other security acceptable to the City guaranteeing payment for construction of the improvements, as a condition precedent to the commencement of construction of the improvements. Concessionaire shall be responsible for assuring that all of the improvements, alterations and additions to the Leased Premises are constructed in accordance with applicable local, state and federal law. Concessionaire shall reimburse the City for all costs and expenses, including attorney's fees, the City incurs: (a) as a result of the fact that the improvements, additions, or alterations do not comply with local, state and federal law; in defending against, settling or satisfying any claims that the City is responsible for paying for improvements commissioned by Concessionaire hereunder; or in defending against, settling or satisfying any mechanic's lien claims, asserted as a result of unpaidPage 13 of 29

(b)

(c)

for improvements hereunder.

commissioned

by

Concessionaire

Should Concessionaire construct improvements, alterations, or additions without fulfilling its obligations hereunder, Concessionaire shall remove said improvements, alterations, or additions if so directed by the City, and shall do so at its own expense and within the time limits specified. The City shall, at any period during construction of Concessionaire's improvements, alterations, or additions, have the right to inspect any or all construction work, workmanship, material and installation involved in, or incidental to, the construction or installation of the improvements, alterations, or additions, for conformance with the applicable standards set forth in this Agreement, provided that such inspection shall not include internal work that is exclusively of an operations (nonstructural) nature, and provided further that no such inspections shall be deemed to constitute consent to or approval of any such work. Concessionaire shall provide City with one complete set of "asbuilt" drawings for each improvement, alteration, or addition made to the Leased Premises during the term of this Agreement. Title to all permanent leasehold improvements, alterations, or additions, as defined by Florida Law, will vest in the City upon termination or sooner expiration of this agreement, free and clear on any liens or encumbrances whatsoever. Notwithstanding the above paragraph, title to all of the Concessionaire's personal property shall at all times during the term of this Agreement remain with the Concessionaire. Concessionaire shall not remove or demolish, in whole or in part, any improvements upon the Leased Premises without the prior written consent of the Airport Director. Concessionaire shall be responsible for making repairs at its sole expense for any damage (other than from normal wear and tear) resulting from the removal by Concessionaire of its said furniture, trade fixtures, etc. The City shall have the right to construct or install over, in, under, or through the Leased Premises new lines, pipes, mains, wires, conduits and equipment, provided, however, that such repair, alteration, replacement, or construction shall not unreasonably interfere with Concessionaire's use of the Leased Premises. The City will repair any damage resulting from such activities. ARTICLE XIII. COLLATERALIZATION RIGHTS.

Concessionaire is hereby authorized to utilize as collateral any

Page 14 of 29

improvements or trade fixtures it constructs or installs on the Leased Premises, and any of its personal property used or stored on the Leased Premises. Concessionaire shall not utilize as collateral this Concession Agreement itself, its operating rights under this Agreement, or its right to occupy or use any improvements or fixtures it constructs or installs on its Leased Premises. If concessionaire assigns this Concession Agreement, or its operating rights under this Concession Agreement, or its right to occupy or use any improvements or fixtures it constructs or installs on its Leased Premises, to a third party as collateral for a loan Concessionaire obtains from said third party, or to secure performance of Concessionaire's obligations under an agreement with said third party, or for any other reason whatsoever, said assignment shall be deemed a material breach of this Agreement. Furthermore, said collateralization shall not be binding upon the City, and the assignee or lienor shall have no interest in the Concession Agreement, nor shall assignee or lienor enjoy any concession operating rights upon the Airport, or any right to occupy or use any improvement or fixture upon the Airport, should Concessionaire default in the payment of its loan, or performance of its agreement, with said third party. Should Concessionaire encumber any improvements or trade fixtures it constructs or installs upon the Leased Premises, Concessionaire shall be responsible for eliminating said lien or encumbrance, and holding the City harmless from said encumbrance, at the time said improvements and trade fixtures are conveyed to the City, following the expiration or sooner termination of this Concession Agreement. ARTICLE XIV. LIENS.

In the event any liens not covered under Article XIII, Collateralization Rights, are placed against the property of the Concessionaire used in its operation at the Airport, immediate steps shall be taken to remove such liens and notification made to the Airport Director. ARTICLE XV. Utilities: During the term of this Agreement, the City shall provide existing light, heat, air-conditioning, and electricity for the Terminal building. The City shall not be obligated to provide for the extension of these utilities or to provide for the installation of any other utilities. Any additional requirements Concessionaire may have shall be the responsibility of the Concessionaire. The City shall invoice the Concessionaire for its prorata share of power, air conditioning and heating costs. The Concessionaire shall be solely liable for the cost of any internet and telephone
Page 15 of 29

UTILITIES, MAINTENANCE AND CLEANLINESS.

services required and the Concessionaire shall obtain a separate account accordingly. The City reserves the right to install, maintain, repair, replace, or remove and replace any utility lines located on the Leased Premises as necessary or appropriate, along with the right to enter the Leased Premises at all reasonable times in order to accomplish the foregoing, provided, however, that the City shall take reasonable precautions to avoid the disruption of the Concessionaires authorized activity. Maintenance: During the term of this agreement, the City shall provide, at its expense: 1. 2. Structural repairs to the roof, floor, exterior walls and windows of the Terminal building. General maintenance and upkeep of the Terminal Buildings interior common use area and external areas. The City agrees to keep and maintain in reasonable condition all trunk water and sewer mains, supply mains, and electrical power to the leases premises.

Should the City be required to make any repairs or improvements under the provisions herein contained, the City shall not be liable to Concessionaire for any damage caused by disrepair of any kind until the City has had reasonable opportunity to perform repairs after being notified in writing of the need for same by Concessionaire. Concessionaire, at its own expense, shall perform all preventive maintenance and ordinary upkeep and nonstructural repair of its leased areas and equipment, including but not limited to fixtures, doors, floor coverings, and walls (painting and wall covering). Concessionaire shall be required to keep all such areas in good operating condition and repair at all times. Cleanliness/Custodial: During the term of this Agreement, the City shall provide, at its expense: 1. 2. Custodial services for the non-leased public areas of the Terminal building; Pest control services for the Leased Premises and the adjacent areas.

Concessionaire agrees to keep all of the portions of its advertising displays in a safe, clean, and neat condition, and shall provide, at its own expense, any custodial care necessary
Page 16 of 29

for the upkeep of the displays including, cleaning, sweeping, dusting, and vacuuming. General:

as

appropriate,

Should Concessionaire fail to maintain the Leased Premises in conformance with the terms and conditions of this Article within a period of seven (7) days following written notice of such failure, the City reserves the right to take any action to cure said failure. Should the City take action to cure failures, the Concessionaire shall pay to the City an amount equal to the City's cost for such actions plus a ten percent (10%) administrative charge. ARTICLE XVI. DAMAGE TO AIRPORT.

Concessionaire shall be liable for any damage to its leased area and fixtures therein and to the Airport and to any improvements thereon caused by Concessionaire, its partners, officers, agents, employees, invitees, contractors, subcontractors, assigns, subtenants, or anyone acting under its direction and control, ordinary wear and tear excepted. Concessionaire shall also be liable for any damage caused during the installation or removal of any equipment or items relating to the advertising concession even if Concessionaire has cancelled any agreements it may have had in place with the firm doing such installation or removal. All repairs for which Concessionaire is liable shall be made by Concessionaire with due diligence and in a manner acceptable to the City unless the City determines that it is more appropriate for the City to make the repairs. In such a case, the City shall make the repairs at Concessionaire's expense. All repairs for which Concessionaire is liable and which are not undertaken after the City has given Concessionaire notice to so do shall be performed by the City, in which event Concessionaire shall reimburse the City for the cost thereof, plus a ten percent (10%) administrative charge, and said amount shall be due no later than the next percentage fee or minimum guarantee payment. If the advertising displays of the Concessionaire are damaged to the extent that they are rendered unusable, but can be repaired within 30 days, the Concessionaire shall proceed with due dispatch to repair or replace. Should the damage be due to the fault or negligence of the City, rental payments shall be suspended from the date the advertising displays were damaged to the date they are restored to operation. If the advertising displays require more than 30 days to repair or replace, the City at its option may either require such repair or replacement or may cancel the agreement effective as of the date of damage. The City shall not be liable to Concessionaire, the Concessionaire's employees, patrons, or vendors for any damage to their merchandise, trade fixtures, or personal property caused by
Page 17 of 29

water leakage from the roof, water lines, sprinkler, or heating and air conditioning equipment unless caused by the sole negligence of the City, its employees or agents. ARTICLE XVII. COMPLIANCE WITH RULES AND REGULATIONS.

It is expressly understood that the Concessionaire agrees to conform to all Federal, State, or local laws and regulations, as well as all City of Pensacola Codes and Ordinances, all of which may apply to the services to be performed and that the City of Pensacola is to be held free and harmless from any act or failures by the Concessionaire to do so. The Concessionaire shall obtain and maintain in force all licenses, permits and other certificates required by Federal, State, County, or Municipal authorities for its operation under the terms of this Agreement. The Concessionaire agrees to observe all security requirements of Federal Aviation Regulations Part 1542, and the Airport Security Program, as may be applicable, and as the same may, from time to time, be amended, and to take such steps as may be necessary or directed by the City to ensure that employees, invitees, agents and guests observe these requirements. If the City incurs any fines and/or penalties imposed State, County, or Municipal authorities as a result of omissions of Concessionaire, its employees, invitees, guests, then Concessionaire shall be responsible reimburse the City for all such costs and expenses. ARTICLE XVIII. LAWFUL AND REASONABLE USE. by Federal, the acts or agents and to pay or

Concessionaire may not do anything in or upon the Leased Premises, nor bring or keep anything therein, which shall unreasonably increase or tend to increase the risk of fire, or cause a safety hazard to persons, or obstruct or interfere with the rights of any other tenant(s) or in any way injure or annoy them, or which violates or causes violation of any applicable health, fire, environmental, or other regulation of any level of government. The Airport Director may inform Concessionaire of such violation and set a date for abatement. ARTICLE XIX. NON-DISCRIMINATION.

Concessionaire, for itself, its personal representatives, successors in interest, assigns and subtenants, as part of the consideration hereof, does hereby covenant and agree that (1) no person on the grounds of race, color, religion, sex, national origin, or disability shall be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination in the use of the Leased Premises and any improvements thereon; (2) no person on the grounds of race, color, religion, sex, national origin, or disability shall be subjected
Page 18 of 29

to discrimination in the construction of any improvements on, over, or under the Leased Premises and the furnishing of services therein; and (3) Concessionaire shall use the Leased Premises in compliance with all other requirements imposed by or pursuant to Title 49, Code of Federal Regulations, Department of Transportation, Subtitle A, Office of the Secretary, Part 21, Non-discrimination in Federally Assisted Programs of the Department of Transportation, effectuation of Title VI of the Civil Rights Act of 1964, and as said regulations may be amended. Concessionaire shall furnish its accommodations and/or services on a fair, equal and not unjustly discriminatory basis to all users thereof and it shall charge fair, reasonable and not unjustly discriminatory prices for each unit or service, PROVIDED THAT Concessionaire may be allowed to make reasonable and nondiscriminatory discounts, rebates, or other similar type of price reductions to volume purchasers. In the event of breach of any of the above non-discrimination covenants, the City shall have the right to terminate this agreement and to reenter and repossess said Leased Premises and hold the same as if said agreement had never been made. ARTICLE XX. DISADVANTAGED BUSINESS ENTERPRISE PARTICIPATION Each and every year of the concession term, the Concessionaire shall make good faith efforts as defined in Appendix B of 49 C.F.R. Part 23, Regulations of the Office of the Secretary of Transportation, to subcontract five percent (5%) of the dollar value of the concession to small business concerns owned and controlled by socially and economically disadvantaged individuals (DBE). In the event that the Concessionaire itself qualifies as a DBE, the concession goal shall be deemed to have been met. Each year on the anniversary date of this agreement, Concessionaire shall submit information concerning the DBEs that participate in this concession, to include the name and address of each DBE, a description of the work to be performed by each named firm, and the dollar value of the contract. Should Concessionaire fail to achieve the contract goal stated above, Concessionaire shall provide documentation demonstrating that it made good faith efforts in attempting to do so. ARTICLE XXI. COPYRIGHT LICENSING FEES Copyright licensing fees are the responsibility of the Concessionaire. Concessionaire warrants that all copyrighted materials, designs, music, songs, logos, art or the like which is used, have been duly licensed or authorized by the copyright owners or their representatives. Concessionaire shall keep on file records of such authorization for review by the Airport Director. Concessionaire shall be responsible for assuring compliance with the 1976 Copyright Act, the Copyright Remedy Clarification Act and any and all other Federal, State, or Local laws which regulate the use of copyrights, patents or trademarks.

Page 19 of 29

ARTICLE XXII. ADVERTISING CONTROL. Concessionaire shall exercise control over the advertising copy, pictorial or otherwise. However, the City, through its Airport Director, reserves the right, in its sole discretion, to reject any advertising copy, pictorial or otherwise. Further, in accordance with Article III herein, in its individual advertising contracts, Concessionaire shall include the following language: "The City of Pensacola reserves the right to relocate any advertising display to other areas in the Airport Terminal Complex which provides equal visibility as determined by the Airport Director and the City's Advertising Concessionaire." The failure of the Concessionaire to include this language in its individual advertising contracts shall neither limit nor restrict the City's right to relocate advertising displays nor shall it impose any liability upon the City of Pensacola in the relocation of any advertising display. Concessionaire shall be responsible for placing appropriate filler copy in all un-rented advertising displays. Filler copy may consist of public service announcements or other copy as approved by the Airport Director. It is the specific intent of this paragraph that no advertising display be left blank for any period of time. ARTICLE XXIII. EMPLOYEES.

Concessionaire shall ensure that its employees conduct themselves in a professional and courteous manner at all times. The Concessionaire's employees will be appropriately dressed at all times, and maintain a clean, neat, well-groomed appearance. The Concessionaire will be obligated to control the actions of its employees and cooperate with the City in controlling any employee whose conduct the City feels is detrimental to the best interest of the Airport and public. ARTICLE XXIV. CONCESSION PARKING PRIVILEGES.

Concessionaire shall have the right to the use of reasonably adequate vehicular parking facilities for its employees at the Airport in common with other Terminal Building employees. Such facilities shall be located in an area designated by the Airport Director. The City reserves the right to assess a reasonable charge for such employee parking facilities. Such charge for concessionaire employee parking shall not exceed that which is charged to other commercial tenants in the Terminal Building. ARTICLE XXV. SURRENDER UPON TERMINATION. Upon the expiration or sooner termination of this Agreement, for any reason whatsoever, Concessionaire shall peaceably surrender to the City possession of the Leased Premises, together with any improvements, fixtures, or personal property of the City located
Page 20 of 29

thereon, in as good a condition as the Leased Premises and improvements, fixtures and personal property of the City were at the time the Leased Premises were entered upon pursuant to this Agreement, or when such improvements, fixtures, or personal property are first provided to Concessionaire by the City in the future, ordinary wear and tear excepted, without any compensation whatsoever, and free and clear of any claims or interests of Concessionaire or of any mortgages or any other third party whose position was derived from or through Concessionaire. If any of said improvements, alterations or fixtures are encumbered by a mortgage or lien at the time of expiration or sooner termination of this Agreement, Concessionaire shall be responsible for eliminating said mortgage or lien and shall hold the City harmless therefrom. Upon expiration or sooner termination of the Agreement, Concessionaire shall have thirty (30) days from such date of expiration or termination to remove from the Leased Premises all personal property, improvements and fixtures belonging to Concessionaire. Following the exercise of its right to remove any improvement from the Leased Premises, Concessionaire shall restore the Leased Premises upon which such removed improvements were located to as good a condition as the Leased Premises were initially provided to Concessionaire by the City. Title to all personal property, fixtures and improvements not removed by Concessionaire from the Leased Premises within thirty (30) days of the expiration or sooner termination of this Agreement shall be subject to the City taking ownership of such personal property, fixtures, or improvements without payment by the City to Concessionaire of any compensation whatsoever, and said personal property, fixtures and improvements shall thereafter be owned by the City free and clear of any claim or interest by Concessionaire or of any mortgagee or any third party whose position was derived from or through Concessionaire. The City shall notify Concessionaire of its decision to take ownership or not to take ownership of said improvements, fixtures, or personal property within fifteen (15) days following the running of the thirty (30) days from the expiration or sooner termination of the Agreement and, should the City not take ownership of said improvements, fixtures, or personal property then Concessionaire shall be responsible for the removal of said improvements, fixtures, or personal property. The City also shall be entitled to a reasonable rental from Concessionaire for the use of the Leased Premises for Concessionaire's personal property, fixtures and improvements until such time as Concessionaire removes said personal property, fixtures and improvements from the Leased Premises. Furthermore, the City may remove Concessionaire's fixtures or personal property and place them into storage on Concessionaire's behalf and at Concessionaire's cost and expense, until such time as Concessionaire notifies the City in writing that it does not
Page 21 of 29

desire said fixtures and personal property, or upon the running of sixty (60) days from the expiration or sooner termination of the Agreement, whichever event occurs first. Furthermore, the City may cause to have removed from the Leased Premises any improvements remaining upon the running of the thirty (30) days from the expiration or sooner termination of the Agreement, whichever occurs first, at Concessionaire's sole cost and expense. For purposes of this paragraph and the determination of or proration of a reasonable rental from Concessionaire for the use of the Leased Premises, or any portion thereof, for Concessionaire's improvements, fixtures and personal property thereon until such time as Concessionaire removes the same or the City takes ownership of same, the City shall indicate to Concessionaire the areas comprising the Leased Premises set forth in Article II above, upon which Concessionaire's improvements, fixtures and personal property remain. After providing such notice Concessionaire shall be liable for the adjusted rents in effect at that time for those tracts upon which its fixtures and personal property remain until the running of the thirty (30) days expiration or sooner termination of the Agreement, whichever occurs first, or until its improvements have been removed from the Leased Premises. ARTICLE XXVI. HOLDING OVER, ADVERSE TENANCY.

If Concessionaire remains in possession of the Leased Premises after the expiration of this Agreement without written renewal thereof, such holding over shall not be deemed as a renewal or extension of this Agreement but shall create only a tenancy from month to month which may be terminated at any time by the City upon thirty (30) days' written notice. Such holding over shall otherwise be upon the same terms and conditions as set forth in this Agreement. Any unauthorized holding over by Concessionaire after the termination of this Agreement, except for the period authorized for removal of Concessionaire's personal property upon the termination hereof, shall entitle the City to collect from Concessionaire as liquidated damages for such adverse tenancy the monthly rental or percentage fees, whichever may be applicable, in effect immediately prior to the commencing of such adverse tenancy. ARTICLE XXVII. ASSIGNMENT.

Concessionaire shall not assign its interest herein without the written consent of the City. The City's consent shall not be unreasonably withheld. If an assignment is made, the Concessionaire/Assignor shall continue to be liable, jointly and severally with the Assignee, for the fulfillment of all terms and conditions arising under this Agreement subsequent to the assignment, unless the City specifically releases Concessionaire/Assignor from said future liability, in writing.
Page 22 of 29

The release shall be effective only if made in writing. All subsequent assignors and assignees shall be subject to this Article as if they were the original Concessionaire. Any and all legal fees incurred by the City associated with such an assignment shall be paid by the Concessionaire. ARTICLE XXVIII. SUBLEASE.

Concessionaire may not sublease all or any portions of the Leased Premises, or all or any portion of any improvements thereon, without first obtaining the written approval of the City for the sublease. The City's consent shall not be unreasonably withheld. Any sublease must be in writing and be made subject to the terms and conditions of this Agreement. In addition, before any sublease becomes effective, the subtenant must execute an Agreement with the City, in a form and for a rental amount acceptable to the City, by which the subtenant is authorized to do business on the Airport. ARTICLE XXIX. QUIET ENJOYMENT.

The City represents that upon payment of rents when due and upon performance of all other conditions herein, Concessionaire shall peaceably have, possess and enjoy the Leased Premises without hindrance or disturbance from the City. ARTICLE XXX. RELATIONSHIP OF PARTIES.

It is understood that the City is not in any way or for any purpose partner or joint venturer with, or agent of, Concessionaire in the conduct of this concession for any purpose. ARTICLE XXXI. PARTIAL INVALIDITY.

If any term or condition of this Agreement or the application thereof to any person or event shall to any extent be invalid and unenforceable, the remainder of this Agreement and the application of such term, covenant, or condition to persons or events other than those to which it is held to be invalid or unenforceable shall not be affected and each term, covenant and condition of this Agreement shall be valid and be enforced to the fullest extent permitted by law. ARTICLE XXXII. SUCCESSORS.

The provisions, covenants and conditions of this Agreement shall bind and inure to the benefit of the legal representatives, successors and assigns of each of the parties. ARTICLE XXXIII. AUTHORIZATION. The City represents that it has the authority to enter into this Agreement and grant the rights contained herein to Concessionaire.

Page 23 of 29

If Concessionaire is a limited or general partnership, the undersigned warrants and represents that (1) he/she is a general partner of said partnership; (2) his/her execution of this Agreement is in the usual course of the partnership's business; and (3) by his/her execution of this Agreement, the partnership shall be deemed a signator to this Agreement in the same fashion as if all of the general partners of the partnership had executed this Agreement. If Concessionaire is a corporation, the undersigned warrants and represents that (1) he/she is an agent or officer of the corporation; (2) he/she is authorized to execute this Agreement on the corporation's behalf; and (3) the corporation shall be bound as a signator to this Agreement by his/her execution of this Agreement. ARTICLE XXXIV. AIRPORT DEVELOPMENT RIGHTS.

Subject to the provisions of Article III concerning Substitution of Premises/Leasehold Condemnation Rights, above, the City reserves the right to further develop or improve all areas within the Airport, including landing areas, as the City may determine, in its sole discretion (which discretion shall not be unreasonably exercised), to be in the best interest of the Airport, regardless of the desires or views of Concessionaire and without further interference or hindrance from Concessionaire. Except as may be required by this Agreement or any other agreement between the parties, the City reserves the right, but shall not be obligated to Concessionaire, to keep and repair all areas, including landing areas, of the Airport. The Agreement shall be subject and subordinate to the provisions and requirements of any existing or future agreement between the City and the United States, relative to the development, operation and maintenance of the Airport. ARTICLE XXXV. INSPECTION.

The City and its authorized officers, employees, agents, contractors, subcontractors and other representatives shall have the right to enter upon the Leased Premises and any improvements and alterations thereon for the following purposes:
1. To inspect such premises to determine whether Concessionaire has complied and is complying with the terms and conditions of this Agreement. To perform maintenance and make repairs in any case where Concessionaire is obligated but has failed to do so. To perform any and all things which the Concessionaire is obligated to perform and has failed after reasonable notice so to do.
Page 24 of 29

2. 3.

4.

In the exercise of City's police powers. ARTICLE XXXVI. NOTICES.

All notices by either party to the other shall be made either by utilizing the registered or certified mail of the United States of America, postage prepaid, or by utilizing any other method of delivery requiring signature for receipt, and such notice shall be deemed to have been delivered and received on the date of such utilization. All notices to the City shall be mailed to: Airport Director Pensacola International Airport 2430 Airport Blvd., Suite 225 Pensacola, Florida 32504 All notices to Concessionaire shall be mailed to: _____________________________ _____________________________ _____________________________ _____________________________ The parties from time to time may designate in writing changes in the address stated. ARTICLE XXXVII. WAIVER.

Should Concessionaire breach any of its obligations hereunder, the City nevertheless may thereafter accept from Concessionaire any payment or payments due hereunder, and continue this Agreement in effect, without in any way waiving the City's right to exercise its default rights hereunder, or any other remedies provided by law, for said breach. In addition, any waiver by the City of any default, breach, or omission of Concessionaire under this Agreement shall not be construed as a waiver of any subsequent or different default, breach, or omission. ARTICLE XXXVIII. DEFAULT AND REMEDIES.

The following shall constitute defaults by the Concessionaire: 1. The failure to pay any monies owed hereunder when due, and the failure to cure said default within a period of thirty (30) days following written notice of such default; Any other failure in the performance of any covenant or obligation required by this Agreement, and the failure to cure said default within a period of thirty (30) days following written notice of such default; A default in, or the termination of any other agreement between Concessionaire and the City, including but not
Page 25 of 29

2.

3.

limited to Concession Agreements, Use and Lease Agreements, and the like, or default in or the termination of any sublease executed between Concessionaire and any third party pursuant to which Concessionaire is entitled access to land, buildings, improvements, or any portions thereof, located on the Airport, or to do business on the Airport; 4. The acquisition of Concessionaire's interest in this Agreement by execution or other process of law when said process of law is not discharged within fifteen (15) days thereafter; The adjudication of Concessionaire as bankrupt; Concessionaire's general assignment for the benefit of creditors; the utilization of the benefits of any insolvency act; or the appointment of a permanent receiver or trustee in bankruptcy for Concessionaire's property if the appointment is not vacated within ninety (90) days; Abandonment of Concessionaire's operations, which shall be defined as Concessionaire's failure to conduct regular and continuing operations at the Airport as defined in accordance with the requirements of this Agreement for two weeks; The management, ownership, or operation of the Concessionaire should change to such an extent that it would not satisfactorily perform, then the City shall have the right to terminate the Agreement; Concessionaire undertakes any other commercial or noncommercial service or activity not specifically permitted under this agreement.

5.

6.

7.

8.

If Concessionaire defaults, the City may utilize any one or more of the following remedies against Concessionaire. These remedies shall be considered cumulative and not in the alternative: 1. 2. The City may sue for specific performance. The City may sue for all damages incurred by the City, including incidental damages, consequential damages, if any, and attorney's fees. The City may utilize a portion of or all of the performance bond provided by Concessionaire to remedy the default and to reimburse the City for any damages, including attorney's fees and other expenses of collection, that it may sustain. In such event, Concessionaire shall not be permitted to resume operations under this Agreement until such time as it furnishes another performance bond that satisfies the
Page 26 of 29

3.

requirements of Article IX. However, this Agreement shall not be deemed terminated during said period, unless written notice of termination shall have been given and become effective in accordance with the subparagraph below. Concessionaire shall be required to fulfill all of the terms and conditions of this Agreement, including the payment of guaranteed minimum annual fees and percentage fees arising during the time it takes to procure the bond. 4. The City may terminate this Agreement and, at the option of the City, any other agreement in effect between the City and Concessionaire. The termination of these agreements, however, shall only be effective upon written notice of same provided by City to Concessionaire. In no event shall this Agreement be construed to be terminated unless and until such notice is provided. The termination may be effective immediately upon provision of said notice, or at any other time thereafter specified in the notice. If this Agreement is terminated, Concessionaire shall continue to be liable for the performance of all terms and conditions and the payment of fees when due hereunder prior to the effective date of said termination in addition to all damages, including attorney's fees and other expenses of collection, incurred as a result of any default. Without terminating the Agreement by so doing, and without further notice to Concessionaire, the City may enter the Leased Premises with or without the process of law, repossess the Leased Premises and all fixtures and improvements thereon, and remove Concessionaire and any third parties who may be occupying or within the Leased Premises and all their respective personal property, by using either such reasonable force as may be necessary, summary proceedings, ejectment, or any other means the City, in its sole discretion, deems appropriate, without being deemed guilty of any trespass, eviction, or forcible entry and detainer by so doing. In such case, City shall be obligated to attempt, in good faith, to negotiate the reletting of the Leased Premises, or any portion thereof, on behalf of Concessionaire for such period of time and upon such terms and conditions as the City deems appropriate. City shall in no way be obligated under the terms of this subparagraph to relet the Leased Premises or any part thereof to any third party, or upon terms and conditions, that are not acceptable to the City, in its sole discretion, or which City, in its sole discretion, does not feel to be in the best interests of the City; nor shall the City be responsible for any failure by the sublessee or new tenant to pay rent or to perform any other condition due upon the reletting. Concessionaire hereby expressly
Page 27 of 29

5.

authorizes the City to make any reasonable repairs necessary to relet the Leased Premises on Concessionaire's behalf. Assuming City attempts to relet the Leased Premises in good faith, whether or not City is able to relet the Leased Premises, Concessionaire shall remain liable for the performance of all terms and conditions of the Agreement and the payment of all fees due under the Agreement for the remainder of the Leasehold term, although Concessionaire shall receive credit for any rentals paid or conditions performed as a result of reletting. Concessionaire shall also be responsible for reimbursing the City for all costs and expenses City incurs in reletting or attempting to relet the Leased Premises, including commission/broker fees and reasonable repair costs. Finally, if, as a result of such reletting, the City becomes entitled to receive excess rentals or other benefits over and above what the City would have been entitled to receive under this Agreement, City shall be entitled to retain all such surplus rentals and other benefits, and Concessionaire shall have no rights or interests therein. 6. The City may utilize any other remedy provided by law or equity as a result of Concessionaire's default. ARTICLE XXXIX. HEADINGS.

The headings contained in this Agreement are inserted only as a matter of convenience and for reference and do not define or limit the scope or intent of any provision of this Agreement and shall not be construed to affect in any manner the terms and provisions hereof or the interpretation or construction thereof. ARTICLE XL. GOVERNING LAW.

This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. Venue for any actions arising out of this Agreement will lie in Escambia County, Florida. The prevailing party in any action, claim or proceeding arising out of this contract shall be entitled to attorneys fees and costs from the losing party. ARTICLE XLI. ENTIRE AGREEMENT.

This writing is the entire agreement of the parties. No representation, warranties, inducements, or oral agreements previously made between the parties shall continue unless stated herein. This Agreement shall not be changed, modified, or rescinded except in writing, signed by all parties.

Page 28 of 29

IN WITNESS WHEREOF, the parties hereto have set their hands and seals the day and year first above written. Attest: City of Pensacola, Florida, a Municipal Corporation By __________________________
Ashton J. Hayward, III, Mayor

__________________________
Ericka L. Burnett, City Clerk

Concessionaire Attest: __________________________ Signature __________________________ Title __________________________ Signature __________________________ Title _____________________________ Name of Concessionaire By __________________________ Printed Name ________________ Title _______________________

Legal in Form and Valid as Drawn: By _______________________ City Attorney

Approved As To Content: By __________________________ Airport Director

Page 29 of 29