HomeMy WebLinkAboutClear Channel Airports - Clear Channel Outdoor DBA Clear Channel Airports Exclusive Airport Advertising Concession Agreement 8/1/2015 - 7/31/2022fi'/e tol/S -("L3
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FRESNO YOSEMITE INTERNATIONAL AIRPORT
EXCLUSIVE AI RPORT ADVERTISING CONCESSION AGREEM ENT
BETWEEN
CITY OF FRESNO
AND
CLEAR CHANNEL OUTDOOR, INC. DBA CLEAR CHANNEL AIRPORTS,
a Delaware Gorporation
Page 1
Table of Contents
RECITALS ........ s
ARTTCLE I - DEF|N|T|ONS........ .......... 5
ARTICLE II - CONCESSIONAIRE'S RIGHTS, PRIVILEGES AND O81IGATIONS................... 9
Section 2.01: Representations and Covenants by the Concessionaire's Parent
Company (the Company)............ ...... 9
Section 2.02: Concessionaire's Rights, Privileges and Obligations ......... .............. g
Section 2.03: Ownership, Type and Location of Advertising Disp|ays....................................1 1
Section 2.04: City's Covenant Regarding More Favorable Terms .............. .........13
ARTICLE ilt-TERM ..........13
Section 3.01:Term ....................13
Section 3.02: Options to Extend Term...... .........13
ARTICLE rV - UTtLtTtES............ .........13
ARTICLE V - RENTAL, CONCESSION FEES AND OTHER CHARGES.............. ...................14
Section 5.01: Minimum Annual Guarantee Rent vs: Percentage Concession Fees......... ......14
section 5.02: Monthly statement and Payment of Fees and charges............... ....................14
Section 5.03: Certified Statement of Gross Receipts Due within Ninety (90) Days of
Close of each Agreement Year......... ................1S
Section 5.04: Unpaid Rents.... ..........16
Section 5.05: Additional Fees and Char9es............... .........16
Section 5.06: Security Deposit .........16
Section 5.07: Place and Manner of Payments............ ........17
Section 5.08: Retention of Records.... ...............17
Section 5.9: lndependent Certified Public Accountants .............. .........17
Section 5.10: City's Right to Audit Statements and Reports............... ..................17
Section 5.1 1: Taxes and Assessments.............. .................17
Section 5.12:Late Payment Charges ................1g
Section 5.13: City Held Harmless........... ...........1g
Section 5.14: Concessionaire's Right to Appeal .................1g
ARTTCLE Vt - OBLIGAT|ONS OF CtTy ...............19
Section 6.01: Operation of Airport .....................19
Section 6.02: Maintenance and Repair ..............19
ARTTCLE Vil - OBL|GATIONS OF CONCESS|ONA|RE.............. ..........20
Section 7.01: Quality of Advertisements and Services ............ ............20
Section 7.02: Concessionaire's Sub-Contracts........ ...........20
section 7.03: lnstallation, service, and Maintenance of Display units......... .........2j
Section 7.04: Repair/Restoration of Premises By Concessionaire........... .............22
Section 7.05: Concessionaire's Right of lngress and Egress ...............22
Section 7.06: Permits and Licenses ..................23
ARTICLE VIII - INDEMNIFICATION, EXCEPTION OF CITY, AND INSURANCE ....................23
Section 8.01: lndemnification ...........29
Section 8.02: Exemption of City.......... ..............29
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Section 8.03: lnsurance... .......24
Section 8.04: Delivery to Director of Evidence of lnsurance ........... .....25
Section 8.05: Expiration of lnsurance Policy........ ...............25
Section 8.06: Adjustment of Claims.. .................26
Section 8.07: Conditions of Default ...................26
ARTICLE IX - HYPOTHECATION, SUB-LEASE, AND ASSIGNMENT............ .......26
Section 9.01: General..... .......26
Section 9.02: Hypothecation ............26
Section 9.03: Sub-lease. ..................26
Section 9.04: Assignment. ...............27
Section 9.05: Transfer by Operation of Law ......28
Section 9.06: Modification.. ..............28
ARTICLE X - DEFAULTS AND REMEDIES .........29
Section 10.01: Default by City ..........29
Section 10.02: Default by Concessionaire .........29
ARTICLE Xr - REDEL|VERY....... ........33
Section 1 1.01: General. ........,33
ARTICLE XII - DESTRUCTION OF IMPROVEMENTS .........34
Section 12.01: General. ...................34
Section 12.02: Partial Destruction .....................34
Section 12.03: Total Destruction ......34
Section 12.04: Limitation on City's Obligations ...................34
Section 12.05: Concessionaire's Obligations........ ..............35
Section 12.06: Use of Temporary Facilities .......35
Section 12.07: Waiver By Concessionaire..... .....................3S
ARTICLE XIII_ SIGNS AND DISPLAYS........ ......35
ARTTCLE XtV - HOLDTNG OVER ........36
Section 14.01: General. ...................36
Section 14.02: Rentals/Fees/Charges ...............36
Section 14.03: Agreement Controls Computations............. .................36
Section 14.04: Agreement Controls HoldoverTenancy ......36
ARTTCLE XV - NON-D|SCR|M|NAT|ON...... .........36
Section 15.01: Non-Discrimination ....................36
Section 15.02: Airport Concession Disadvantaged Business Enterprise (ACDBE)Program. .............37
Section 15.03: Federal lmmigration Reform and ControlAct.......... .....97
ARTICLE XVI - MISCELLANEOUS PROVISIONS ................38
Section 16.01: No Personal Liability... ...............38
Section 16.02: Agreements with the United States....... ......38
Section 16.03: Modifications for Granting FAA Funds/Bond Reimbursement........................38
Section 16.04: Notices.. ...................38
Section 16.05: Amendments.............. ...............39
Section 16.06: Headings; Construction of Agreement; Gender................ .............39
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Section 16.07: Force Majeure ..........39
Section 16.08: Exclusiveness of Concessionaire's Rights ...................39
Section 16.09: Withholding Required Approvals. ................39
Section 16.10: lnspection of City Records.... .....39
Section 16.11: Successors and Assi9ns............... ..............39
Section 16.12: Accord and Satisfaction......... .....................40
Section 16.13: Observation of Governmental Regulations............... ....................40
Section 16.14: Governing Law and Venue ........41
Section 16.15:Waiver... ...................41
Section 16.16: Modification............... ................41
Section 16.17: Severability of Provisions............... .............41
Section 16.18: Conflicts of lnterest. ...................41
Section 16.19: Public Address System..... .........42
Section 16.20: Employee Parking .....................42
Section 16.21: Special Provisions .....................42
Section 16.22: Entire Agreement ......44
ARTICLE XVll: SIGNATURE .............44
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This EXCLUSIVE AIRPORT ADVERTISING CONCESSION AGREEMENT ("Concession
Agreement" or "Agreement") is dated as of ,2015, by and between the City of
Fresno, Deparlment of Airports ("City"), a municiþal corporation of the State of California, and
Clear Channel Outdoor, lnc., dlbla Clear Channel Airports, a Delaware Corporation
("Concessionaire").
RECITALS
WHEREAS, City owns, controls, operates and maintains a municipal airport known as Fresno
Yosemite lnternational Airport, in the City and County of Fresno, California ("Airport"), with the
power to grant rights and privileges with respect thereto; and
WHEREAS, City has requested proposals from interested parties for the operation of Exclusive
Airport Advertising Concessions at the Airport; and
WHEREAS, Concessionaire has submitted a proposal as an offer to enter into a written
agreement with City to conduct such an Exclusive Airport Advertising Concession at the Airpod;
and
WHEREAS, the City has selected Concessionaire's Proposal, and the parties desire to enter
into an Agreement for the operation by Concessionaire of the commercial advertising
concession in and about the passenger terminal facilities at the Airport;
WHEREAS, City deems it advantageous to the operation of Airpoft to accept Concessionaire's
proposal consistent portions thereof are incorporated, upon the terms and conditions herein.
WHEREAS, Concessionaire's Exclusive Airport Advertising Concession Proposal executed by
Concessionaire on March 10, 2015 and submitted to (received by) City on March 10, 2015.
Such proposal is incorporated herein and made a pad hereof by reference.
NOW, THEREFORE, for and in consideration of the privileges, premises, mutual covenants and
agreements herein contained, City and Concessionaire agree, for themselves, their successors
and assigns, as follows:
ARTICLE I. DEF¡NITIONS
The following terms and phrases shall have the following meanings for purposes of this
Agreement:
A. Aqreement. Means this Airpod Advedising Concession Agreement between
Concessionaire and City.
B. Agreement Year. Means a period during the Term beginning on August 1st and
ending 12 months thereafter.
C. Airport. Means the Fresno Yosemite lnternational Airport, as it currently exists or
as it may exist in the future throughout the Term of this Agreement.
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Annual Concession Fee. Means the concession fee as described and defined in
this Agreement, including the Minimum Annual Guarantee and/or the Percentage
Fee.
Authorized Concessionaire Representative. Means the person at the time
designated to act on behalf of the Concessionaire by a written statement furnished
to the Director signed by an officer of the Concessionaire.
Citv. Means the City of Fresno, California.
Common Area. Means that portion of the Concession Facility as depicted on
Exhibit "4" attached hereto and designated in accordance with this Agreement for
the common use by the Concessionaires.
Concessionaire. Means a Company that enters into and operates the Airport
Advertising Concession pursuant to a Concession Agreement.
Concessionaire Propertv. Means Concessionaire's vehicles, equipment, trade
fixtures, and personal property that are not part of the Concession Facility or
owned by City and do not constitute replacement, repair, or substitution for the
Concession Facility.
Concession Facilitv. Means the Airport Terminal and all locations depicted in
Exhibit A.
DBE. Means Disadvantaged Business Enterprise as defined by the FAA.
DepaÉment. Means City's Department of Airports.
Diqital Advertisinq. Means options of full-motion video and animation
advertisements displayed on LCD screens, video walls, or webpages, upon
contract with Concessionaire. These locations at the time of contract include, Flight
lnformation Display Screens (FIDS); LCD screens at the gate areas; video wall in
the terminal lobby and WiFi advertising over the Airports free WiFi system.
Diqital Advertisinq Riohts. Means the Airport shall maintain the rights to three (3)
minutes of the hour for Airport content and Public Service Announcements (PSA).
Director. Means the Director of City's Department of Airports or his/her designated
representative.
Effective Date. Means the date on which both 1) this Agreement is duly signed by
both parties; and 2) any City Council action/resolution approving this Agreement is
effective.
FAA. Means the Federal Aviation Administration.
Fiscal Year. Means the City's fiscal year beginning August 1 and ending July 31
each year.
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S.Fresh or Refresh lnvestment. Means Concessionaire shall submit to the City on
August 1st of each of these Years of the Term, a schedule of improvements and
refurbishments to be completed by Concessionaire in the Assigned Premises for
the subsequent Year. Such refurbishment may include any reasonable direct costs
paid by Concessionaire for work pedormed and materials furnished including sell-
in costs such as market studies, scout trip(s) and sales blitz trip(s) provided,
however, that Concessionaire shall not include: (1) cost of equipment and
materials with a useful life of less than three (3) years; (2) payments for
architectural, engineering, professional and consulting services which exceed
fifteen percent (15%) of the required annual Fresh lnvestment or Refresh
lnvestment, as appropriate; (3) interest and other financing charges; (4) any
amounts paid directly or indirectly by parties other than Concessionaire; or (5)
Concessionaire's own overhead expenses; except that Concession may include
reasonable cost of paying its own employees to pedorm design, graphics,
architectural, engineering, professional or consulting services, subject to the fifteen
percent (15%) limit set for in (2), above.
Gross Receipts. Means which the Concession Fees are to be based, shall include
all income resulting from the rights and privileges granted by this Agreement in any
manner whether by Concessionaire, its clients or advertisers or parties operating
through Concessionaire, its sub-lessee's or concessionaires, from whatever source
derived and whether for cash, credit or other things of value (subject to such
exclusions, and only to such exclusions, as are specifically set forth below.)
1. The term Gross Receipts shall include the aggregate amount of all sales
made and services pedormed for which a charge is made or credit
allowed, of every kind, name and nature, regardless of when or whether
paid or not, together with the aggregate amount of all property, goods,
wares, merchandise, seruices or other things of value taken in exchange
or trade, as if the sale had been made for cash, or at the fair and
reasonable value thereof, whichever is greater. lt shall include all monies
or things of value paid or payable to Concessionaire for advertising
displays or related services supplied to its clients or customers at Airport
or othen¡vise by virtue of the business done pursuant to the rights and
privileges granted by this Agreement, without regard to the manner in
which or place at which the order for the advertising was received.
Notwithstanding the above, it is agreed that the following items, and only the
following items, may be excluded from Gross Receipts:
1. Commission allowed recognized advertising agents or other
nonaffiliated third parties, but limited to fifteen percent (15%) of
advedising billings; no such deduction or allowance shall be applied to
amounts due for telephone utility billings or for any amount other than
the advertising display.
2. Reimbursement of telephone utility billings or other expenses paid by
Concessionaire on behalf of an advediser. lt is understood that
Concessionaire is not engaged in the business of constructing custom
made displays or renting equipment and supplies. On occasions,
however, it may be necessary or advisable to construct custom made
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displays, rent equipment and supplies or incur labor or other expenses
to promote sales, expedite construction and delivery or insure proper
display. The term "Gross Receipts" as herein used shall not be
construed to include any sums received by Concessionaire as
reimbursement for such out-of-pocket expenses incurred on behalf of an
advertiser.
3. The amount of sales that have been uncollectible due to the protection
of the Adveftiser under bankruptcy or insolvency laws, or that remain
uncollectible after due diligence in collection efforts including the use of
professional debt collection firms, provided that Airport has received
written notification of such uncollectible amount from the court of
jurisdiction or collection agency, as applicable, and provided that in no
case will the aggregate of such exclusions per year exceed Two and
One-half Percent (2.5%) of the amount of Gross Receipts before
deducting the amount of this exclusion.
4. Amount of any sales taxes collected from the advertiser or purchaser
which is separately stated at time of sale on Concessionaire's invoice,
but not including any income, propefty, or possessory interest taxes.
5. Amount of any adjustments to Gross Receipts authorized elsewhere in
this Agreement.
It is understood and agreed that the intent of the parties hereto is that the term
"Gross Receipts" shall be all inclusive, except for those items specifically excluded
above.
Minimum Annual Guarantee (MAG). Means the minimum concession fee amount
as described and defined in this Agreement; sometimes referred to as the MAG.
Past Due lnterest. Means interest accruing at the lesser of (a) the maximum rate
allowable by law, or (b) eighteen percent (18%) per annum based on a three
hundred sixty-five (365) day year, commencing on the tenth (1Oth) business day
after the date such amount is due and owing and continuing until such amount is
paid to the City.
Percentaqe Fee. Means the part of the Annual Concession Fee based on a
percentage of Gross Revenues as set forth in this Agreement.
Securitv Deposit. Means the deposit as defined and described in this Agreement.
Term. Means the term of this Agreement, being August 1,2015 through July 31,
2022.
Terminal Buildinq. Means the passenger terminal building at the Airport and any
additional buildings that may be constructed, seruing the airlines, together with the
adjacent curbs and roadways, as now exist or as may hereafter be reconstructed,
modifíed, changed or developed.
Termination Date. Means July 31 ,2022, the date that this Agreement expires.AA.
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BB. TSA. Means the Transportation Security Administration.
ARTICLE II . CONCESSIONAIRE'S RIGHTS, PRIV¡LEGES AND OBLIGATIONS
Section 2.01: Representations and Covenants by the Goncessionaire's Parent Company
(the Gompany)
The Company hereby makes the following representations and covenants:
The Company is a Corporation in good standing in the State of Delaware, is duly qualified in
good standing to do business in/under the laws of the State of California, is not in violation of
any provision of its governing documents (e.9., articles of incorporation, by-laws, partnership
agreement, etc.), has full power to own its properties and conduct its business, has full legal
right, power and authority to enter into this Agreement and to consummate all transactions
contemplated hereby and by proper action has duly authorized the execution and delivery of this
Agreement.
Section 2.02: Concessionaire's Rights, Privileges and Obligations
Rights and Privileges Granted.
Subject to such terms, covenants, conditions, reservations, limitations, and restrictions as
are herein provided, City hereby grants to Concessionaire the sole and exclusive right and
privilege to use and employ certain space and facilities in and about the passenger
terminal building, government agency building, and terminal area at the Fresno Yosemite
lnternational Airport for the installation and maintenance of advedising displays. The
terms "Advertisement", "Advertising Display(s)", and Display Unit(s)" shall include signs,
displays, models, specialty displays, digital advertising, direct telephone line hotel and
transportation advertising, outdoor advertising displays, electronic advertising displays,
Airport-owned LED or similar signs if used for advedising purposes, and any other usual
or customary means of displaying advertising media to persons using or visiting airport
premises. For the purpose hereof, a "Display Unit" shall be deemed to mean and include
any display attached to, suspended against a part of, or supported by a wall, counter or
partition; and any self-contained unit utilizing floor or ground space. Notwithstanding any
language to the contrary herein, City reserves the right to authorize other lessees of
airport premises to install signs on the portion of the airport premises leased to them for
the purpose of advertising services offered by such lessees at the airport, provided that
any such lessee is not engaged in the advertising concession business.
Allocation of Space for Advertising Displays.
Concessionaire shall be allocated and provided with wall and other space within and
about the premises and buildings at Fresno Air Terminal as approved and authorized from
time to time during the term of this agreement by the Director of Aviation (hereinafter
called "Director") or other authorized representative of City, which space shall be used
solely for the installation and maintenance by Concessionaire of Advedising Displays.
The location, number, type and style of Advedising Displays to be installed by
Concessionaire at the outset of this Agreement shall be as depicted and described in
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Exhibit "4", attached hereto and made a paÉ hereof; before adding to, deleting, or
changing the number, type, and/or style of Advertising Displays from that shown in said
initial Exhibit "A", Concessionaire shall submit a revised Exhibit "4" showing the proposed
changes for Director's approval.
ln addition, Airport will provide Concessionaire storage space identified by Airport as
available for such purpose, without additional charge to Concessionaire.
FYI-TV Network.
City hereby grants to Concessionaire the sole and exclusive right and privilege to install
and operate FYI-TV multi-screen gateiholdroom entertainment network with customized
local content, the terms and conditions of which are set fotth in Exhibit "8", attached
hereto and made a part hereof.
Prohibited Uses/Activities.
Concessionaire is expressly prohibited from installing and operating, under the authority of
this Concession Agreement, any vending machines for sale of food, beverages,
cigarettes, sundries or merchandise or any machine intended for entertainment, or any
other machine or device, of any type or description whatsoever, other than the advertising
displays and devices provided for herein.
Annual Fresh or Refresh lnvestment.
Concessionaire shall expend a minimum of one percent (1%) of total Gross Revenues,
commencing in the second year of the Term of this Agreement and occurring annually,
for Fresh or Refresh lnvestment of the Assigned Premises. Concessionaire shall submit
to the City on April 1 of each of these Years of the Term, a schedule of improvements
and refurbishments to be completed by Concessionaire in the Assigned Premises for the
subsequent Year. Such refurbishment may include any reasonable direct costs paid by
Concessionaire for work performed and materials furnished including sell-in costs such
as market studies, scout trip(s) and sales blitz trip(s) provided, however, that
Concessionaire shall not include: (1) cost of equipment and materials with a useful life of
less than three (3) years; (2) payments for architectural, engineering, professional and
consulting services which exceed fifteen percent (15%) of the required annual Fresh
lnvestment or Refresh lnvestment, as appropriate; (3) interest and other financing
charges; (4) any amounts paid directly or indirectly by parties other than Concessionaire;
or (5) Concessionaire's own overhead expenses; except that Concession may include
reasonable cost of paying its own employees to perform design, graphics, architectural,
engineering, professional or consulting services, subject to the fifteen percent (15%) limit
set for in (2), above.
ln addition to the required Fresh or Refresh lnvestment, Concessionaire shall refurbish
the Assigned Premises promptly upon the observation of any damage or deterioration of
the original materials/workmanship or as reasonably required by the Director. Failure to
complete any required refurbishment within the time specified by the director shall be in
default under this Agreement, and in addition to all other remedies available under this
Agreement, Concessionaire shall pay, as Liquidated Damages, One Hundred and No/100
($100.00) per day until such required refurbishment is completed. Concessionaire
agrees and acknowledges that the failure to refresh is detrimental to the image of the
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Facilities and results in lost percentage rent, the exact loss and injury is extremely difficult
to fix. Therefore, the parties agree that the above-described amount represents a fair
and reasonable estimate of the monetary losses and damages incurred by the City.
Liquidated Damages shall not accrue if such delay is caused by acts or omission of the
City or the Airport.
Section 2.03: Ownership, Type and Location of Advertising Displays
With specific reference to the ownership, type and location of Advertising Displays to be
installed by Concessionaire at Airport, it is mutually agreed as follows:
A. All Advertising Displays installed pursuant to the provisions hereof by Concessionaire on
City's premises shall, at all times throughout the life of this Agreement, be and remain the
sole and exclusive property of Concessionaire. Any and all Display Units provided by City
shall remain the property of City, but may be utilized by Concessionaire in the conduct of
the Advertising Concession business at Airport as if installed by Concessionaire, and
Concessionaire will be responsible for marketing, maintaining, cleaning, and repairing
such units.
lf prior to the effective date of this Agreement City receives notification from
Concessionaire that Concessionaire from the outset of this Agreement will not utilize any
or all of the Display Units provided by City, City will be responsible for the removal of
those Display Units and repairing the premises to their original condition, solely at City's
expense.
B. The number, type, style, size and location of all Advertising Displays shall be agreed upon
by both parties, and shall be subject to the prior written approval of the Director before
installation. The approval of the Director shall not be unreasonably withheld or restricted.
All display units must comply with all applicable building and safety codes and regulations,
including all aspects of the Federal Americans with Disabilities Act and Title XXIV of the
California Code of Regulations.
C. Concessionaire shall submit sketches, renderings or photographs of all types of
contemplated advertising displays for Director's prior written approval before any
advertising display shall be placed in any location allocated for such purpose, and such
approval shall not be unreasonably withheld.
D. Director may, upon thirty (30) days written notice, revoke or change the location of any
spaces allocated for advertisements, when such space is needed for purposes directly
related to the furnishing of air transportation services, or when the space originally
provided interferes with the efficient functioning of the airport. ln the event any change,
relocation shall be required by Director, which is contrary to the terms of any contract
between Concessionaire and any advertiser whose number, type, size and location of
displays had theretofore been approved by the Director, a proportionate adjustment to the
Minimum Annual Guarantee amount, based on the percentage of annual revenue lost as
a result of the change compared to the total annual revenue that would have been
received without any change, will be granted to Concessionaire.
Notwithstanding the above provision, it is understood that the City will carry out, at City's
expense, certain remodeling projects within the Airport Passenger Terminal Building
during the term of this Agreement, and that as a result of said remodeling projects some
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advertising displays might have to be relocated, either temporarily or permanently. The
intent of the parties hereto is that in effecting such relocation, the new location will to the
maximum possible extent comply with the contract between the advertiser and
Concessionaire in regards to the number, type, size, and location of displays.
The cost of any such change or relocation, if paid by Concessionaire, shall be deductible
from the Minimum Annual Guarantee or Percentage Concession Fee amount due to City
as defined in Article Vll of this agreement. Furthermore, any credit or reduction in charges
given to an Advediser for a period when an Advertiser's display was out of service, shall
not be Gross Receipts, and a proportionate reduction to the Minimum Annual Guarantee
amount shall be made, based on the percentage of annual revenue lost as a result of the
change compared to the total annual revenue that would have been received without any
change.
Director may, add to the location of any spaces allocated for advertisements, either at the
request of the Concessionaire or upon the necessity of additional advertising space within
the passenger air terminal. At the time of addition of new space, Director and
Concessionaire shall enter into a side letter indicating the location of the new adveftising
location. Such side letter shall not require City Council approval.
Concessionaire shall endeavor to keep all display units filled with revenue-producing
advertising. Toward this end, Concessionaire will aggressively solicit national sales and
will solicit local sales through aggressive sales contacts in the Fresno area.
However, despite Concessionaire's best efforts, it is recognized that from time to time
certain Display Units may be unsold for short periods of time. ln such events
Concessionaire shall promptly provide "filler" exhibits of an educational, charitable or
promotional nature. Such "filler" material may be displayed free of space charge, subject
to the approval of the Director.
Concessionaire shall also have the right, subject to the approval of the Director, to fill
vacant display Units with promotional exhibits under trade agreement contracts, provided
that the City receives its full share of revenue which would normally have been received
from a 100% cash sale of any such display; except that fillers donated by local (i.e.
located with the San Joaquin Valley) businesses and approved by both Concessionaire
and Director shall not be subject to this revenue share requirement.
City shall provide Concessionaire with periodic reports of passenger traffic and such other
information as may be useful to Concessionaire in its sale of advertising space and as
may reasonably be available to City without undue expense. City shall provide
Concessionaire with contact information (i.e. name, address or telephone number)
regarding any inquiries for advertising space directed to Airport within three (3) working
days of receiving such inquiry.
It is understood by both parties that any advertising agreement or contract made by
Concessionaire which extends beyond the term of this Agreement shall be null and void at
the termination of this contract, or solely transferrable to the City at City's option. The City
reserves the right and power to decline or reject any such advertising agreement
extending beyond the term of this agreement and the City shall have no liability
thereunder.
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Section 2.04: City's Govenant Regarding More Favorable Terms
During the Term, or during any period of holding over by Concessionaire pursuant to the
provisions hereof, City shall neither enter into any Concession Agreement with any other of the
Concessionaires, nor amend, change, supplement, or othenruise modify, in writing or othenruise,
any such agreement in any manner whatsoever, so as to result in any such agreement's
containing any terms, conditions, agreements, or provisions which shall be more favorable to
such Concessionaire than those herein set forth, including the modification of the term of any
such agreement so as to have it end other than concurrently with the Termination Date hereof.
Concessionaire agrees that, in the event any of the Concessionaires discontinue(s) operations
at the Airport, the City reserves to itself the right to enter an interim concession agreement with
or without a solicitation and/or first refusal by the remaining Concessionaires.
ARTICLE III- TERM
Section 3.01: Term
This Agreement shall begin on August 1,2015 and will terminate on July 31,2022.
Section 3.02: Options to Extend Term
City hereby specifically reserves to itself, and Concessionaire hereby grants to City the option to
extend the term of this Agreementfor up to three (3) additional and consecutive one (1)year
renewal terms, upon the terms and conditions herein, exercisable solely at the discretion of the
City.
A. City must provide written notice to Contractor of City's intention to exercise City's
option at least ninety (90) days prior to the then scheduled expiration of this
Agreement.
B. These option(s) are null and void if the exercise of such is or becomes
inconsistent with constitutional, legal and /or local law requirements.
C. ln no event shall this Agreement remain in force beyond July 31 , 2025, unless
the agreement is put in holdover status, as defined in Section 14.04 of this
Agreement.
ARTICLE IV. UTILITIES
During the life of this agreement, at no cost to Concessionaire, City shall provide electrical
power for the operation of any and all advertising displays installed by Concessionaire at the
Airpoñ. City shall endeavor to provide electrical power in a consistent and uninterrupted
manner, but City shall not be liable to Concessionaire for any damages or losses of any nature
whatsoever which may directly or indirectly result from the interruption, fluctuation and/or loss of
such power.
NOTE: lt is recognized that Concessionaire may have to grant credit or temporary
reduction in charges to advertisers if for any reason said advertiser's displays should be
Page 13
out of service or lack visibility because of electrical power outages. For purposes of this
Agreement, in as much as Concessionaire would not be collecting the funds representing
the credit or reduced charges, such amounts would not be Gross Receipts and
Concessionaire would therefore not pay Concession Fees thereon, however said amounts
are to be clearly identified and shown separately on all reports and statements required to
be submitted by concessionaire.
Concessionaire shall make its own arrangements for any and all of its telephone requirements
and shall be solely responsible for any and all costs associated therewith. Concessionaire
agrees that any and alltelephone installation andior service charges associated with any and all
units installed at the Airport shall be paid before their delinquency and that City shall be
protected and held harmless therefrom by Concessionaire.
Concessionaire shall have the right to use available electrical outlets as exist in the public areas
of the Passenger Terminal and General Aviation Terminal Buildings at the Airport at the time of
execution of this agreement and/or as may exist in the future. City will provide electrical outlets
for all display locations approved prior to commencement of this Agreement. Thereafter, in the
event no electrical outlet is available at a location at which Concessionaire wishes to place a
display unit, City may, but will not be required to, install an outlet at said location; and should
City opt to install such outlet, such installation will be at City's cost and expense.
ARTICLE V. RENTAL, CONCESSION FEES AND OTHER CHARGES
Section 5.01: Minimum Annual Guarantee Rent vs: Percentage Goncession Fees
For the rights and privileges herein granted, Concessionaire agrees to pay to City in monthly
installments, as hereinafter provided, the greater of a Minimum Annual Guarantee (MAG)
amount of One Hundred Twenty Seven Thousand Five Hundred dollars ($127,500) OR the total
dollars produced by multiplying Concessionaire's Gross Receipts by the following percentages
(such percentages of Gross Receipts are also herein referred to as "Concession Fees"):
For All Gross Receipts:
Previous Calendar Year's Enplaned
And Deplaned Passenqers
To 1,500,000
Over 1,500,000
FYI-TV Network
Percentaqe
47o/o
50%
15%
The MAG for years two (2) through ten (10) shall be the greater of (a) the MAG forthe prior
Agreement Year or (b) eighty five (85%) of the Concession Fees due for the previous
Agreement Year, but shall never be less than Agreement Year One's MAG.
Section 5.02: Monthly Statement and Payment of Fees and Gharges
Beginning with the first month of this Agreement, and then continuing monthly thereafter
throughout the life hereof, Concessionaire shall provide City with a monthly "Revenue
Statement", prepared in such detail and breakdown as may reasonably be required by City,
which shall be certified by Concessionaire's chief financial officer. Such monthly statement shall
Page 14
be prepared (for the preceding calendar month) and submitted by Concessionaire with sufficient
timeliness so as to be received by City not later than the tenth (10th) calendar day following the
end of the month for which the statement is being submitted. All such monthly statements shall
be accompanied by Concessionaire's payment in full, of any and all Concession Fees due to be
paid to City for the month to which the statement pertains (all Checks to be made payable to
"City of Fresno"). All monthly statements shall be submitted on the Gross Revenues Statement
Form shown in Exhibit "E", attached hereto and incorporated herein.
Any Concession Fee payment received by City later than the tenth (10th) calendar day following
the end of the month for which the statement and fee payment is being submitted shall be
deemed to have not been paid when due. As a minimum, all monthly statements submitted by
Concessionaire to City shall include the following:
1. The total number of advertising display orders taken during the month including
names of advertisers, dates and duration of orders, and rates charged; a copy of
Concessionaire's contract with the Advediser for new orders is to be included with
the Monthly Revenue Statement or provided under separate cover.
2. The total amount of advertising fees and charges associated with the total billing
accruing during the month.
3. The amount of City's share of the total "Gross Receipts" as computed in accordance
with Section 5.01 of this Article V.
4. Total amount of fees due to be paid to City by Concessionaire for the month to
which the statement pertains.
5. A monthly repoding summary of open and closed accounts to date of statement,
including names of advertisers, date and time periods and rates charged, minimum
monthly rentals paid to date and billing totals.
Section 5.03: Gertified Statement of Gross Receipts Due within Ninety (90) Days of Close
of each Agreement Year
Within ninety (90) days following the close of each Agreement Year, Concessionaire shall
furnish to City a sworn statement cedified by an independent certified public accountant or firm
of certified public accountants showing the total of Gross Receipts at the Airport for said
Agreement Year and stating that Gross Receipts correctly reported in accordance with the
terms of this Agreement.
Within ninety days following the termination of any other agreement or permit with the City,
Concessionaire must provide, at its sole cost and expense, an audit by an independent certified
public accountant or firm of cedified public accountants, of monthly gross revenues, as defined
in any other agreement or permit with the City for the period beginning at the last audited month
and ending at the commencement date of this Agreement.
lf the aggregate payments made for any Agreement Year exceed the greater of: (1) the
Minimum Annual Guarantee if applicable to such year, or (2) Percentage Fee, the excess
balance shall be credited to Concessionaire's account and applied against one or more of the
next succeeding monthly payments during the next ensuing Agreement Year, if there is one, as
Page 15
the City may elect. lf the Agreement is terminated, City shall repay such excess Annual
Concession Fees to Concessionaire in lawful tender of the United States.
lf the certified statement provided by the Concessionaire to the City indicates that the aggregate
payments made for any Agreement Year was less than the aggregate payments due for any
Agreement Year under the terms of this Agreement, then Concessionaire shall pay the
difference to the City at the same time it provides the cedified statement to the City. ln the
event the underpayment is greater than five percent (5%) then the Concessionaire shall pay
Past Due lnterest on the amount of such difference.
Section 5.04: Unpaid Rents
All rents to CiÇ hereunder will bear a reasonable service charge per month equal to the Past
Due lnterest if not paid to and received by City within ten business days following the due date.
Concessionaire shall pay and discharge all reasonable costs and expenses, including
reasonable attorneys' fees, incurred or expended by City in the collection of delinquent amounts
due.
Section 5.05: Additional Fees and Charges
Concessionaire shall pay additional fees and charges only under the following conditions:
A. lf City has paid any sum or sums, or has incurred any obligation or expense, which
Concessionaire has agreed to pay to, or to reimburse the City; or
B. lf City is required or elects to pay any sum or sums, or incur any obligation or expense,
because of Concessionaire's failure, neglect or refusal to pedorm or fulfill any
condition of this Agreement.
- Any payment of the above-described additional fees and charges shall include all(t interest, costs, damages and penalties incurred in connection with said fees and
charges and may be added to any installment of future fees and charges due
hereunder. Each and every part of such payment shall be recoverable by City in the
same manner and with like remedies as if it were originally a pad of the rents and fees
or other charge set forth herein.
Section 5.06: Security Deposit
A. ln order to guarantee the timely payment of the Annual Concession Fee,
Concessionaire must remit to the City within ten business days prior to the Effective
Date, a Security Deposit equal to one-fourth (114) of the Concessionaire's Minimum
Annual Guarantee Fee, pursuant to this Agreement. The Security Deposit must be in
the form of (i) a payment bond or an irrevocable letter of credit, renewable annually,
from an insurer or bank reasonably acceptable to the City, (ii) cash or (iii) such other
form of security as the City may deem reasonably acceptable.
B. At any time that any of Concessionaire's Annual Concession Fees, or any other
amounts due hereunder are more than thirty (30) days past due, the City, upon written
notice to Concessionaire, will be entitled to apply all or any portion of the Security
Deposit to the payment of such unpaid amounts including any reasonable costs the
City incurs in collecting the amounts it is owed. ln any such event, Concessionaire
Page 16
must again meet the Security Deposit requirements set forth above within seven
business days from its receipt of such written notice.
Section 5.07: Place and Manner of Payments
Concessionaire shall make payment in legal tender of the United States of America at the office
of the City's Department of Airports: 4995 E. Clinton Way, Fresno, CA 93727: Attn. Accounts
Receivable or at such other place within the City of Fresno, California as City may direct in
writing to Concessionaire.
Section 5.08: Retention of Records
Upon commencement of the Term, Concessionaire agrees that it will make available to the City
within thirty (30) business days of written notice, the books and records of accounts of
Concessionaire for the last three twelve-month periods completed operations and the current
Agreement Year, showing the information required under this AÉicle lV or other similar Article(s)
contained in any previous agreement(s), relating to business conducted at the Airport, the
deductions there from, and other pertinent information required by the provisions of this Article
or other similar AÍicles contained in such previous agreement. Concessionaire's obligation to
retain such books and records is limited to the extent required under this Agreement, and/or
previous agreement(s), until the Concessionaire retains sufficient books and records to meet the
retention requirements stated above. Upon the City's prior written notice such books and
records of accounts must be accessible to City or its duly authorized agents or auditors, during
regular business hours only for the purpose of verifying compliance by Concessionaire with the
terms of this Agreement, and/or previous agreement. At the City's request, Concessionaire will
pay for the copying and delivery of all records and books requested by the City. ln the event the
City determines that the auditors need to travel to the Concessionaire's location where the
books and records are kept, Concessionaire will pay for the reasonable and customary travel
and other incidental costs incurred by the City's auditors.
Section 5.9: Independent Certified Public Accountants
Wherever the statement of an lndependent Certified Public Accountant is required, the parties
agree that said CPA must not be an employee or agent of Concessionaire.
Section 5.10: Gity's Right to Audit Statements and Reports
City shall have the right to audit the statements and reports provided by Concessionaire in
accordance with Article V herein. Except as provided in Section 5.10 above, the cost of audit
shall be borne by City; unless the audit reveals an underpayment of Annual Concession Fees
by Concessionaire of five percent (5%) or greater, or if the audit reveals that the condition of the
Concessionaire's records is such that the revenue due City cannot reasonably be properly
determined. ln the event of either condition described above, the reasonable cost of the audit
including any applicable travel costs, must be borne by the Concessionaire and must be paid
within five business days of receipt of an invoice.
Section 5.11 : Taxes and Assessments
ln addition to the rents, Annual Concession Fees, and charges herein set forth, Concessionaire
shall pay, as and when due, but not later than fifteen (15) days prior to the delinquency date
thereof any and all taxes and general and special assessments of any and all types or
Page 17
descriptions whatsoever which, at any time and from time to time during the life hereof, may be
levied upon or assessed against Concessionaire, the Concession Facility and/or any one or
more of the improvements located therein or thereon and appurtenances thereto, other property
located therein or thereon belonging to City or Concessionaire, and/or upon or against
Concessionaire's interest(s) in and to the Concession Facility, improvements and/or other
property, including possessory interest as and when such be applicable to Concessionaire
hereunder (See footnote 1 below).
Concessionaire agrees to protect and hold harmless City, the Concession Facility and any and
all improvements located therein or thereon and any and all facilities appurtenant thereto and
any and all other property(ies) located therein or thereon and any and all of City's interest(s) in
andior to the Concession Facility, improvements, appurtenant facilities, andior other proper-
ty(ies), from any and all such taxes and assessments, including any and all interest, penalties
and other expenses which may be imposed thereby or result therefrom, and from any lien
therefore or sale or other proceedings to enforce payment thereof.
Nothing within this Section of This Article shall be deemed to limit any of Concessionaire's rights
to appeal any such levies and/or assessments in accordance with the rules, regulations, laws,
statutes, or ordinances governing the appeal process of the taxing authority(ies) making such
levies and/or assessments.l
Section 5.12: Late Payment Gharges
Any payment not received by the due date shall be deemed delinquent and shall accrue interest
at the lesser of the rate of eighteen percent (18%) per year calculated on a daily basis at the
rate of five-hundredths of a percent (0.05%) per day from the due date until paid in full, or the
maximum rate allowed by law.
Section 5.13: Gity Held Harmless
Concessionaire agrees to protect and hold harmless City, the premises utilized by
Concessionaire and any and all improvements located therein or thereon and any and all
facilities appurtenant thereto and any and all other property(ies) located therein or thereon and
any and all of City's interest(s) in and/or to such premises, improvements, appurtenant facilities,
and/or other propedy(ies), from any and all such taxes and assessments, including any and all
interest, penalties and other expenses which may be imposed thereby or result therefrom, and
from any lien therefore or sale or other proceedings to enforce payment thereof.
Section 5.14: Concessionaire's Right to Appeal
Nothing within this section of this adicle shall be deemed to limit any of Concessionaire's rights
to appeal any such levies and/or assessments in accordance with the rules, regulations, laws,
' Any interest in real property which exists as a result of possession, exclusive use, or a right to possession or
exclusive use of any real property (land and/or improvements located therein or thereon) which is owned by the City
of Fresno (Lessor) is a taxable possessory interest, unless the possessor of interest in such property is exempt from
taxation. With regard to any possessory interest to be acquired by Concessionaire, Concessionaire, by its
signature(s) hereunto affixed, warrants, stipulates, confirms, acknowledges and agrees that, priorto its executing this
agreement, the company either took a copy hereof to the office of the Fresno County Tax Assessor or by some other
appropriate means, independent of city or any employee, agent or representative of city determined, to company's full
and complete satisfaction, how much company shall be taxed, if at all.
Page 18
statutes or ordinances governing the appeal process of the taxing authority(ies) making such
levies andior assessments.
ARTICLE VI . OBLIGATIONS OF CITY
Section 6.01: Operation of AirpoÉ
'City covenants and agrees during the life hereof to operate and maintain Airport and its public
airport facilities as a public airport consistent with the Sponsor's Assurances given by City to the
United States Government under the Federal Aviation Act.
Section 6.02: Maintenance and Repair
A. Public Facilities:
1. City shall, at its expense, operate and maintain in good condition and repair
and keep, or make arrangements to keep, the public areas of the building(s)
and premises in which the Advertising Displays are located, adequately and
attractively equipped, furnished, and decorated and in a neat, clean, sanitary
and sightly condition, and, insofar as is reasonable and fiscally prudent, City
shall maintain the public areas and facilities in and about the Airport
commensurate with first-class passenger terminal facilities of major airpods in
the State of California.
2. City agrees that City shall undertake to regulate, maintain and operate the
public, common-use areas/facilities of the buildings and premises in which the
Advertising Displays are located, and the public, common-use sidewalks,
streets and roadways affording public access thereto and egress therefrom so
as to best serve the interests of the public, building tenants, patrons and
visitors at Airport, and to permit in/on such public, common use areas and
facilities only such functions and concessions that: (1) will not interfere with
the public's access to Concessionaire's Advertising Displays; and (2) are
compatible with the purposes of providing a modern, functional, efficient, first-
class air transportation facility.
3. Utilities and Janitorial Seruices. City shall provide and supply in the public,
common-use areas signs, heat, electricity, light, power, air conditioning,
wastewater disposal, water and janitorial services (except that Concessionaire
is responsible for providing janitorial services for the cleaning of the
Advertising Displays installed in such public common-use areas).
lnterruptions of such services shall not constitute a breach of this Agreement
by City, but City shall use its best efforts to restore such services within a
reasonable period of time after interruption.
NOTE: lt is recognized that Concessionaire may have to grant credit or
temporary reduction in charges to adveÍisers if for any reason said advertiser's
displays should be out of service or lack visibility because of electrical power
outages. For purposes of this Agreement, in as much as Concessionaire would not
be collecting the funds representing the credit or reduced charges, such amounts
would not be Gross Receipts and Concessionaire would therefore not pay
Page 19
Concession Fees thereon, however said amounts are to be clearly identified and
shown separately on Monthly Repods.
ARTICLE VII . OBLIGATIONS OF CONCESSIONAIRE
Section 7.01: Quality of Advertisements and Services
A. lntent of City. ln entering into this Agreement, City has foremost in mind providing
the public and the air traveler with airport facilities and services of high quality,
commensurate with the trade that is accustomed to using modern airport facilities
and airline travel services. With respect to the quality of Advedisements and
services provided by Concessionaire under this Agreement, the provisions of sub-
sections 2 and 3 of this Section of this Article, below, shall apply.
B. Director's Right to Object to Quality of Advertisements, Quality or Quantity of
Services Provided, and Appearance/ Condition of Display Units. Director shall have
the right to object to the quality of advedising media displayed, the quality or
quantity of seruices provided by Concessionaire, and the appearance or condition of
the Display Units. Upon Director's lodging any such objection with Concessionaire,
either verbally or in writing, Concessionaire agrees to promptly correct any
conditions mutually agreed as unsatisfactory. lf Concessionaire disputes the need
for corrective action, Concessionaire agrees that Director shall have the right to
reasonably decide such disputes, and that Director's decision shall be binding,
subject to appeal pursuant to the provisions of Chapter 1, Article 4 of the Fresno
Municipal Code. Concessionaire agrees to abide by Director's decision pending any
such appeal.
C. Quality of Advertisements and Services to be Provided by Concessionaire. Conces-
sionaire agrees that, to the full and complete satisfaction of City and in full
conformity with any and all applicable Federal, State and local statutes, laws,
ordinances, codes, rules, and regulations, Concessionaire shall:
1. Operate the Advertising Concession at Airpod in a first-class manner and
maintain standards of service and quality commensurate to that provided by
other Advertising Concessionaires at other major airports in the State of
California who meet or exceed the highest standards of the airline industry;
2. Ensure that any and all advertisements provided by Concessionaire shall be
of the highest quality. All advertisements shall be subject to inspection at all
times, and any advedisement found to be objectionable by City shall be
removed from display immediately by Concessionaire.
Section 7.02: Concessionaire's Sub-Gontracts
A. Concessionaire shall enter into sub-contracts with all "advertisers" (any person
engaging to display advertising material, media, or messages at Airport), the form of
such sub-contracts to be acceptable to City. Concessionaire's sub-contract form
shall clearly state, in addition to any other appropriate information, that the sub-
contract is subordinate to this Agreement, and that any advertising agreement or
contract made by Concessionaire which extends beyond the term of this Agreement
Page 20
shall be null and void at the termination of this Agreement, or solely transferrable to
the City at City's option, and that City reserves the right and power to decline or
reject any such advertising agreement extending beyond the term of this agreement
and the City shall have no liability thereunder.
B. Concessionaire shall, within three business days of receipt of a Notice of
Termination of this Agreement, inform all advertisers in writing of said termination
and the effective date thereof. Concessionaire's sub-contract shall clearly state
Concessionaire's responsibility to so notify advertisers of the termination of this
Agreement.
C. Concessionaire hereby grants City the right to contact adveftisers upon the
issuance by City to Concessionaire of a Notice of Termination of this Agreement,
and agrees that City shall have no liability for any reason because of City's either
contacting or not contacting such advertisers.
Section 7.03: lnstallation, Service, and Maintenance of Display Units
A. Except for those certain obligations of City which are set forth within Article lV,
"Utilities and Article Vl "Obligations of City", hereof, Concessionaire shall have the
full responsibility, at its sole cost and expense, for the marketing, solicitation,
procurement, exhibition, installation, removal, relocation, servicing, maintenance
and repair of any and all Advertisements installed by it on Airport and shall furnish
all labor, parts, materials and supplies necessary for the operation, care and
maintenance of such Advertisements.
B. Concessionaire shall provide prompt maintenance and repair service to keep any
and all Display Units operating properly. Such seruice shall be provided as soon as
possible but not later than twenty-four (24) hours followíng notification to
Concessionaire by client or City that such service is required. ln the event
immediate repair is not possible, Concessionaire shall make the repairs and restore
any malfunctioning or inoperative unit to a satisfactory working condition within a
reasonable period of time following notification by client or City of the need
therefore, or remove the malfunctioning or inoperative unit and install a satisfactory
replacement therefore.
C. Concessionaire shall be responsible, at its sole cost and expense, for maintaining all
Advertising Displays at Airport in a clean, neat, attractive condition at all times, and
shall make all necessary arrangements to provide for regular periodic cleaning and
inspection services in order to assure such Displays are so maintained.
D. Concessionaire and/or any and all persons acting on its behalf shall normally
perform any and all maintenance, repair and servicing required of Concessionaire
hereunder during the hours in which the Passenger Terminal Building and
Concourse Building at the Airport are open to the public.
E. Should City provide janitorial service for Concessionaire's advertising displays at
Concessionaire's request and Concessionaire approve an estimate of costs for such
services, Concessionaire agrees to reimburse City for such service. lf
Concessionaire has been notified that a Display Unit or area requires maintenance
or repair service and fail to correct the problem within three days following the
Page 21
notification, then City may correct the problem and will charge Concessionaire for
such service, which charge Concessionaire agrees to pay within thirty days of
receipt of invoice therefore.
F. Where and when possible, with facts and circumstances so permitting, but without
any obligation whatsoever on its part hereunder to so perform, City shall provide
reasonable general observational monitoring, control and security for unit(s)
installed at Airport in order to minimize any damage thereto and/or loss thereof as a
result of any readily detectable gross misuse, malicious mischief, or theft, and to
provide Concessionaire with notice of any malfunctions or inoperative conditions or
damage to or theft or loss of any unit(s); however, Concessionaire hereby assumes
any and all of the risks associated with any and all such units and shall hold City
harmless with respect to any and all damage(s) thereto or theft(s) thereof or other
Ioss(es) of any nature and type whatsoever directly or indirectly related thereto
and/or associated therewith.
Section 7.04: Repair/Restoration of Premises By Goncessionaire
Concessionaire expressly agrees that any damage to City's premises, resulting from
Concessionaire's installation, removal and/or relocation of any units(s) at the Airport,
shall be immediately repaired by and at the sole cost and expense of
Concessionaire. Concessionaire fufther agrees that, during or at the end of the life
hereof, or upon earlier termination as herein provided, immediately following the
removal of any unit(s) from the location(s) at which installed, Concessionaire shall
immediately restore any portion of City's premises at or upon which the units were
located to the same condition as existed at the time the unit(s) was/were installed.
ln the event Concessionaire fails to immediately repair and/or restore City's
premises as required by this Section, City may make such repairs and restore such
premises and charge Concessionaire's account for any and all reasonable costs
associated therewith and Concessionaire agrees to reimburse City for all such costs
within thirty (30) days following receipt of City's request for payment therefore.
Concessionaire expressly agrees that (1) any and all work associated with
Concessionaire's installation and/or removal of units at Airpod, including, without
limitation, premises preparation, installation of any electrical improvements, and
repair and/or restoration of premises shall be professionally accomplished and, (2)
where and when applicable and/or appropriate, any and/or all such work shall be
accomplished by professional contractors duly licensed to do such work in the State
of California, (3) any and all such work shall be in full compliance with any and all
applicable codes, ordinances, statutes, rules or regulations as may pertain thereto,
and (4) Concessionaire shall obtain any and all applicable building permits and
approvals as may be required and pay any and all fees or charges as may be
assessed therefore.
Section 7.05: Concessionaire's Right of lngress and Egress
Concessionaire, its agents and employees, shall have the right of ingress and egress to and
from the Airport premises at all reasonable times in accordance with this Article, in order to carry
out the terms and conditions of this agreement, and this right shall not be exercised in such
manner and to such extent as to impede or interfere unduly with the operation of Airport, its
tenants or other authorized occupants. Concessionaire's employees shall enjoy the same
A.
B.
Page22
parking privileges and pay the same fees therefore, if any, as other Passenger Terminal
Building tenant employees; contract or visiting service personnel shall park in areas designated
for temporary vendor parking and their vehicles shall be clearly identified as service vehicles,
including the name of the service company.
Section 7.06: Permits and Licenses
Concessionaire shall obtain and pay for any and all licenses and/or permits necessary to install
and operate its units at the Airport.
ARTICLE VIII .INDEMNIF¡CATION, EXCEPTION OF CITY, AND INSURANCE
Section 8.01 : lndemnification
Concessionaire shall hold City completely harmless and indemnify, protect and defend City and
each of its officers, officials, employees, agents and volunteers against any and all claims,
judgments, fines, penalties, forfeitures, damages, demands, liabilities, suits, notices, costs and
expenses [including all reasonable costs and expenses for investigation and defense thereof
(including, but not limited to attorney fees, court costs and expert fees)1, or any one, more or all
of these, of any nature whatsoever, arising or allegedly arising, directly or indirectly, out of, as a
result of, or incident to, or in any way connected with: (1) Concessionaire's occupancy(ies)
and/or use(s) of any paÍ or all of the Concession Facility; (2) Concessionaire's exercise of any
one, more or all of the rights and privileges herein granted; (3) any breach or default in the
performance of any obligation on Concessionaire's part to be performed under the terms of this
Agreement; and/or (4) any act(s) or omission(s) on the part of Concessionaire and/or any of-
ficer(s), agent(s), employee(s), contractor(s), sub-contractor(s), servant(s), or representative(s)
of Concessionaire during the Term, except for any claims, judgments, fines, penalties,
forfeitures, damages, demands, liabilities, suits, notices, costs and expenses, or any of these,
caused solely by the gross negligence or by the willful misconduct of City or any of its officials,
officers, or employees acting within the scope of their duties for City.
Concessionaire shall conduct all defenses at no cost or expense to the City. City shall be
reimbursed for all costs and attorney's fees incurred by City in enforcing this obligation. This
indemnity shall apply to all claims and liability regardless of whether any insurance policies are
applicable. The policy limits do not act as a limitation upon the amount of indemnification to be
provided by Concessionaire. Approval or purchase of any insurance contracts or policies shall
in no way relieve from liability nor limit the liability of Concessionaire and its officials, officers,
employees, agents and volunteers.
City shall give to Concessionaire reasonable notice of any such claims or actions.
The provisions of this section of this article shall survive the expiration or early termination of
this Agreement.
Section 8.02: Exemption of City
Concessionaire hereby specifically warrants, covenants and agrees that City shall not be liable
for injury to Concessionaire's business or any loss of income therefrom or for damage to the
goods, wares, merchandise or other property located in, upon or about the Concession Facility
or elsewhere on Airport under authority hereof, whether belonging to Concessionaire, or any
Page23
employee, agent, contractor, sub-contractor, tenant, sub-lessee of Concessionaire, or any other
person whomsoever. The City shall not be liable for any injury to the person of Concessionaire
or Concessionaire's employees, agents, contractors, subcontractors, tenants, sub-lessees,
customers, or invitees, whether or not said damage or injury is caused by or results from fire,
steam, electricity, gas, water or rain, or from the leakage, breakage, obstruction or other defects
of pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures, or from any
other cause, whether or not the said damage or injury results from conditions arising in or on
any pad or all of the Concession Facility or in or on any of the improvements/ facilities
appurtenant thereto located therein or thereon, or from other sources or places, and regardless
of whether or not the cause of such damage or injury or the means of repairing the same is
inaccessible to Concessionaire. Concessionaire also covenants and agrees that City shall not
be liable for any damages arising from any act or neglect on the part of any third parties.
Section 8,03: lnsurance
Concessionaire shall, at Concessionaire's expense, obtain and, throughout the Term, maintain
in full force and effect all policies of insurance required hereunder, with an insurance
company(ies) either (i) admitted by the California lnsurance Commissioner to do business in
the State of California and rated not less than "A-A/ll' in Bests lnsurance Rating Guide, or (ii)
authorized by City's Risk Manager or his/her designee. The following polices of insurance are
required and shall maintain limits of liability of not less than those amounts stated below.
However, the insurance limits available to City, its officers, officials, employees, agents and
volunteers as additional insureds, shall be the greater of the minimum limits specified therein or
$10,000,000 if Concessionaire's excess/umbrella policy provides same additional insured
benefits as primary. The following policies of insurance are required:
A. Commercial General Liability insurance which shall be at least as broad as the
most current version of lnsurance Services Office (lSO) form CG 00 01 and shall
include insurance for "bodily injury", "property damage" and "personal and
advertising injury", including premises and operation, products and completed
operations and contractual liability (including, without limitation, indemnity
obligations under the Agreement) with limits of liability of not less than
$2,000,000 per occurrence and $3,000,000 general aggregate for bodily injury
and property damage, $2,000,000 per occurrence for personal and advertising
injury and $3,000,000 aggregate for products and completed operations.
B. Commercial Automobile Liability insurance which shall be at least as broad as
the most current version of lnsurance Services Office (lSO) form CA 00 01 and
shall include coverage for "any auto" with limits of liability of not less than
$3,000,000 per accident for bodily and property damage.
C. Workers' Compensation insurance as required under the California Labor Code.
D. Employers' Liability insurance with limits of liability of not less than $2,000,000
each accident, $2,000,000 disease each employee and $2,000,000 disease
policy limit.
Defense costs shall be provided as an additional benefit and not included within the above limits
of liability. Concessionaire shall be responsible for payment of any deductibles contained in any
insurance policies required hereunder and Concessionaire shall also be responsible for
payment of any self-insured retentions.
Page24
The above-described policies of insurance shall be endorsed to provide an unrestricted thirty
(30) day written notice in favor of City, of policy cancellation, change or reduction of coverage,
except for the Workers' Compensation policy, which shall provide a ten (10) day written notice of
such cancellation, change or reduction of coverage. Upon issuance by the insurer, broker, or
agent of a notice of cancellation, change or reduction in coverage, Concessionaire shall file with
City a certified copy of the new or renewal policy and certificates for such policy.
The General Liability and Automobile Liability insurance policies shall be written on an
occurrence form and shall name the City of Fresno, its officers, officials, employees, agents and
volunteers as an additional insured. Such policy(ies) of insurance shall be endorsed so
Concessionaire's insurance shall be primary and no contribution shall be required of City. Any
Workers' Compensation insurance policy shall contain a waiver of subrogation as to City, its
officers, officials, agents, employees and volunteers. Concessionaire shall furnish City with the
certificate(s) and applicable endorsements for ALL required insurance prior to City's execution
of this Agreement at the following address:
City of Fresno - Airports Department
Attn.: Propefties Division
4995 E. Clinton Way
Fresno, CA 93727
or to such other address as City may, from time to time, provide Concessionaire in writing
during the Term. Concessionaire shall furnish City with copies of the actual policies upon the
request of City's Risk Manager or his/her designee at any time during the Term or any
extension, and this requirement shall survive termination or expiration of this Agreement.
Any failure to maintain the required insurance shall be sufficient cause for City to terminate this
Agreement.
Concessionaire shall have the right to provide the coverage specified in this Article by a
program of self-insurance, which has been approved by the State of California. Concessionaire
shall furnish City with a self-insured certificate of insurance and applicable endorsements. Said
certificate and applicable endorsements shall document that Concessionaire's self-insurance
program is approved by the State of California; the retention level of such self-insurance
program; the City and its officials, officers, employees, agents and volunteers are named as
additional insureds; and that the policy of insurance is primary and no contribution shall be
required by City. Concessionaire shall also supply the name of Concessionaire's excess
insurance carrier at the time the certificate of self-insurance is supplied to City.
Section 8.04: Delivery to Director of Evidence of lnsurance
Concessionaire must deliver, without request or demand, to the Director, a cedificate of
insurance and all applicable endorsements or other evidence of insurance coverage required by
this Article in form and content satisfactory to City's Risk Manager or his/her designee.
Concessionaire must update such evidence of insurance not less frequently than annually.
Section 8.05: Expiration of Insurance Policy
Prior to the expiration of any insurance policy required by this Article, Concessionaire must
submit to the Director a certificate of insurance and all applicable endorsements showing that
such insurance coverage has been renewed. lf such coverage is cancelled or reduced,
Page 25
Concessionaire, within five business days following the date of written notice from the insurer of
such cancellation or reduction in coverage, must file with the Director a certificate of insurance
and all applicable endorsements showing that the required insurance has been reinstated or
provided through another insurer or insurers.
Section 8.06: Adjustment of Claims
Concessionaire must provide for the prompt and efficient handling of all claims for bodily injury,
property damage or theft arising out of the activities of Concessionaire under this Agreement.
Section 8.07: Conditions of Default
lf, at any time, Concessionaire fails to obtain and maintain the insurance required herein, City
may but shall not be required to affect such insurance by taking out a policy or policies in a
company or companies satisfactory to City. The amount of the premium or premiums paid for
such insurance must be payable by Concessionaire to City with the installment of fees
thereafter next due under the terms of this Agreement, with interest thereon at the rate of the
lesser of one and one-half percent (1.5o/o) per month or the legal maximum.
ARTICLE IX. HYPOTHECATION, SUB.LEASE, AND ASSIGNMENT
Section 9.01: General
Nothing within this Agreement contained shall be deemed to allow Concessionaire or
Concessionaire's successors or assigns, either voluntarily or by operation of law, to
hypothecate, encumber, sell, assign, surrender, or otherwise transfer this Agreement, in whole
or in part; or to hypothecate, encumber, sell, assign surrender, or othenruise transfer, in whole or
in pad, any of Concessionaire's rights, title and interests in or to any part or all of the
Concession Facility and/or in or to any pad or all of the improvements and appurtenances which
existed therein or thereon at the commencement of the Term or which may, at any time and
from time to time, be constructed/installed therein or thereon during the Term; or to rent, sub-let
or othenvise permit/allodsuffer occupancy and/or use of any part or all of the Concession
Facility by any other person or entity, except as herein specifically provided for and in the
manner and under the conditions herein expressly set forth, and any and all such action(s)
which shall be contrary to and/or not in full conformity with the provisions hereof shall be null
and void.
Section 9.02: Hypothecation
During the Term, Concessionaire shall not offer, moÍgage, hypothecate, pledge, or othenrvise
encumber either this Agreement, the Concession Facility, any improvement(s)
constructed/placed/installed/located on or in said Concession Facility, or any of
Concessionaire's rights, title, and/or interest in or to any one or more of these, for any purpose
whatsoever, any and all such actions by Concessionaire being expressly prohibited hereby.
Section 9.03: Sub-lease
During the Term, Concessionaire shall not rent, sub-lease, or suffer or permit the occupancy
and/or use of any pad or all of the Concession Facility by any other person or entity
Page 26
whomsoever for any reason whatsoever, any and all such actions by Concessionaire being
expressly prohibited hereby.
Section 9.04: Assignment
A. City's Consent Required. Concessionaire may not and shall not assign this Agreement
to any other rental car company without first obtaining the written consent of City in
advance.
1. Any attempted/purported assignment of this Agreement without City's advance
written consent shall be null and void and shall constitute a breach of this
Agreement.
2. City shall not be obligated to consent to and may withhold consent to any
assignment of this Agreement by Concessionaire to any other rental car
company where Concessionaire shall be in default of any of its obligations
hereunder as of the date on which City's consent to such assignment would have
otherwise been given.
3. City's consent to any such action shall not constitute a waiver of the conditions,
limitations, and restrictions of this Section of this Article relative to further or other
such actions, which conditions, limitations, and restrictions shall apply to each
and every transfer and/or assignment hereof and shall be binding upon each and
every assignee, transferee, and/or other successor in interest of Concessionaire,
subject to the provisions hereof.
B. Advance Notice by Concessionaire. ln the event of any proposed assignment of this
Agreement by Concessionaire (as Assignor), to another rental car company (as
Assignee), Concessionaire shall, not less than thirty (30) days prior to the proposed
effective date of such action, provide City with written notice of the proposed
assignment and assumption of this Agreement, setting forth the following:
1. The name, address and telephone number of the proposed Assignee; and
2. The planned effective date of the proposed assignment and assumption action.
C. Documents to Accompany Concessionaire's Notice. The notice that the
Concessionaire provides to City pursuant to the provisions hereof shall be
accompanied by:
1. Fully executed original set(s) of any and all documents being used to effect the
proposed actions set forth within such notice in the number then specified by and
in a form acceptable to City.
2. All such documents shall, as, when, and where applicable and appropriate, by a
specific provision therein contained, clearly evidence the fact that the Assignment
and the assumption agreements and actions specified therein are subject to
and/or conditioned upon City's consenting thereto and that such actions shall not
become effective nor be binding on either Concessionaire, as Assignor, or the
Assignee named therein, unless and until such consent shall be given by City in
writing.
Page 27
D. The AssignmenVAssumption Agreement shall contain:
1 An "assignment of Concession Agreement" by Concessionaire whereby
Concessionaire assigns all of its rights, title and interests in and to this
agreement to the assignee;
2 An "Assumption of Concession Agreement" by Assignee which shall
clearly evidence the fact that, as of the effective date of such assumption
of this Agreement, Assignee assumes any and all of the obligations of
Concessionaire under this Agreement and shall, on and after said date
undertake, perform, keep and/or observe any and all of the terms, coven-
ants, conditions, warranties, agreements, and/or provisions of this Agree-
ment to be undeÍaken, performed, kept, and/or observed by
Concessionaire; and
3 The specific date on which the Assignment and Assumption Agreements
shall be effective.
E. Modification of Documents. Once City's consent is given for any Assignment and
Assumption Agreements, the documents provided City pursuant to the provisions
hereof shall not be modified, in any way whatsoever, other than in writing, signed by
the parties in interest at the time of the modification, and any such modification shall
be null and void unless City's consent thereto, in writing, shall have been obtained by
Concessionaire in advance.
Section 9.05: Transfer by Operation of Law
Any assignment or transfer of this Agreement by operation of law or any issuance, sale or
transfer of a sufficient number of shares of stock or other ownership interest in Concessionaire
to result in a change in control of the Concessionaire will be deemed an assignment of this
Agreement for purposes of this Section; provided, however, that nothing in this Section will be
deemed to require such consent solely as a result of issuance, transfer or sale of shares or
ownership interests among the existing stockholders or other owners of the Concessionaire;
transfer of shares or ownership interests by devise or descent upon the death of any existing
stockholder; merger of the Concessionaire into any parent or subsidiary corporation of the
Concessionaire or sale of all of Concessionaire's stock or ownership interests to any parent or
subsidiary of Concessionaire.
Section 9.06: Modification
Unless stated othenruise in this Agreement, no provision of this Agreement may be waived,
modified or amended except by written amendment signed by City and Concessionaire.
No act, conversation or communication with any officer, agent, or employee of City, either
before or after the execution of this Agreement, will affect or modify any term or terminology of
this Agreement and any such act, conversation or communication will not be binding upon City
or Concessionaire.
Page 28
ARTICLE X. DEFAULTS AND REMEDIES
Section 10.01: Default by Gity
City shall not be in default unless City fails to perform obligations required of City under this
Agreement within a reasonable period of time, but in no event later than thirty (30) days after
written notice is served upon City by Concessionaire specifying wherein City has failed to
perform any such obligation; provided, however, that if the nature of City's obligation is such that
more than thirty (30) days may reasonably be deemed to be required for pedormance, then City
shall not be in default if City commences performance within such thirty (30) day period and
thereafter diligently prosecutes the same to completion. ln the event any default shall occur,
Concessionaire may declare this Agreement and all rights and interests thereby created to be
terminated. Concessionaire expressly waives any claim against City, its officers, agents, or
employees for loss of anticipated profits in any suit or proceeding involving this Agreement or
any part hereof.
Section 10.02= Default by Concessionaire
A. Defaults: The occurrence of any of the following events shall constitute a material
default and breach of this agreement by Concessionaire:
1. The vacating or abandonment of all or any part of the Concession Facility by
Concessionaire.
2. The failure by Concessionaire to use the Concession Facility for lawful purposes
only and/or failure by it to comply with or observe any statute, law, ordinance,
rule, regulation, standard or requirement of any federal, state, or local
government entity with respect to its occupancy(ies) and/or use(s) of any part or
all of the Concession Facility, as such statutes, laws, ordinances, rules,
regulations, standards or requirements exist(ed) on the commencement date of
the Term or as such may exist at any time and from time to time during the Term,
where any such failure shall be evidenced by either a finding or judgment of any
court of competent jurisdiction or where any such shall be admitted by
Concessionaire in any proceeding brought against Concessionaire by any
government entity.
3. The inability of and/or failure of Concessionaire to obtain, pay for, and maintain in
full force and effect at all times during the life of this Agreement, without any
lapse in coverage, such insurance as shall be required of Concessionaire
hereunder.
4. The occurrence of any of the following:
(a) Concessionaire's becoming insolvent or the making by it, of any general
arrangement or an assignment for the benefit of creditors;
(b) The filing by or against Concessionaire of a petition to have it adjudged a
bankrupt or a petition for reorganization or arrangement under any law
relating to bankruptcy unless, in the case of a petition filed against
Concessionaire, the same is dismissed within sixty (60) days;
Page 29
5.
6.
(c) The appointment of a receiver to take possession of substantially all of
Concessionaire's assets located in, on or about, the Concession Facility
or elsewhere on Airport, or of its interest in this Agreement, where
possession is not restored to Concessionaire within thirty (30) days; or
(d) The attachment, execution or other judicial seizure of substantially all of
Concessionaire's assets located in, on or about the Concession Facility or
elsewhere on Airport, or of Concessionaire's interest in this Agreement,
where such seizure is not discharged within thirty (30) days.
The discovery by City that any financial statement provided to the City by
Concessionaire, any Assignee of Concessionaire, any sub-lessee/-company of
Concessionaire, any successor in interest of Concessionaire, or any guarantor of
Concessionaire's obligations hereunder, and/or any one or more of such persons
or entities, was materially false.
Any attempted/purported hypothecation, encumbrance, sale, assignment, or
transfer of either this Agreement, in whole or in part; or of any of
Concessionaire's rights, title and interests in or to any part or all of the
Concession Facility and/or in or to any part or all of the improvements and
appurtenances thereto which exist(ed) therein or thereon at the commencement
of the Term or which may at any time and from time to time be constructed or
installed therein or thereon during the Term or any attempted/purported
subletting or permitting occupancy of any part or all of the Concession Facility by
any person or entity other than Concessionaire, without City's prior written
consent.
The failure by Concessionaire to make any payment of rent or Annual
Concession Fees or any other required payment, or to furnish any Security
Deposit or instrument, as and when due hereunder, where such failure shall
continue for a period of ten (10) days following seruice of notice thereof upon
Concessionaire by City.
The failure by Concessionaire to actively conduct a business at Airpod for a
period of seventy-two (72) consecutive hours, where such failure shall continue
for a period in excess of seventy-two (72) hours following service of notice
thereof upon Concessionaire by City; provided, however, Concessionaire shall
not be in default and breach under this sub-paragraph of this Section of this
Article, where such failure to conduct a business at airpoÉ shall have been
caused by circumstances beyond Concessionaire's control.
The failure of Concessionaire to keep, obserue, undedake, fulfill, or perform any
of the terms, covenants, conditions, warranties, agreements, obligations, and/or
provisions of this Concession Agreement to be kept, observed, undertaken,
fulfilled, and/or pedormed by it, other than those hereinabove within sub-
paragraphs "4" through "H" of this Section of this Article expressly set forth,
where such failure shall continue for a period of thirty (30) days following service
of notice thereof upon Concessionaire by City; provided, however, that if the
nature of Concessionaire's default is such that more than thirty (30) days are
reasonably required for its cure, then Concessionaire shall not be deemed to be
in default and breach of this Agreement if Concessionaire commences such cure
7.
9.
Page 30
B.
within said thirty (30) day period and thereafter diligently prosecutes such cure to
completion as soon as reasonably possible following service of such notice upon
Concessionaire by City.
City's Remedies.
1. Abandonment. lf Concessionaire abandons all or any part of the Concession
Facility, this Concession Agreement shall continue in effect. City shall not be
deemed to terminate this Concession Agreement as a result of such material
default and breach other than by written notice of termination served upon
Concessionaire by City, and City shall have all of the remedies available to City
underSection 1951.4 of the Civil Code of the State of California so long as City
does not terminate Concessionaire's right to possession of the Concession
Facility, and City may enforce all of City's rights and remedies under this
Agreement, including the right to recover the rents and the Annual Concession
Fees as such becomes due under this Agreement. After abandonment of the
Concession Facility by Concessionaire, City may, at any time thereafter, give
notice of termination.
2. Termination. Upon the occurrence of any material default and Concessionaire's
failure to cure such default within a reasonable period of time, but in no event
later than thirty (30) days after written notice is served upon Concessionaire by
City specifying wherein Concessionaire has failed to perform any such
obligations and breach of this Agreement by Concessionaire as set forth within
paragraph 1 of this Section of this Article, above, City may then immediately, or
at any time thereafter, terminate this Agreement by service of a minimum of ten
(10) days advance written notice to such effect upon Concessionaire and this
Agreement shall terminate at 11:59:59 p.m., on the termination date specified
within such notice.
(a) Such notice shall, as a minimum, set forth the following:
(i) The default and breach which resulted in such termination by City;
and
(ii) A demand for possession, which, in the event only ten (10) days
advance notice shall be given by City, shall be effective at
12:00:01 a.m., on the eleventh (11th) calendar day following the
date on which the notice in which such demand is contained shall
be sufficiently served upon Concessionaire by City in conformity
with the provisions of Article Xll, "Notices", of this Agreement; or, if
more than the minimum number of days advance notice shall be
given, at 12:00:01 a.m., on the next day following the date
specified within such notice as being the date of termination
hereof.
(b) Such notice may contain any other notice which City may, at its option,
desire or be required to give (e.9., "Demand For Payment" of any and all
monies due and owing).
Page 31
3.Possession. Following termination of this Agreement by City pursuant to the
provisions of this Article, without prejudice to other remedies City may have by
reason of Concessionaire's default and breach and/or by reason of such
termination, City may:
(a) Peaceably re-enter the Concession Facility upon voluntary surrender
thereof by Concessionaire; or
(b) Remove Concessionaire and/or any other persons and/or entities
occupying the Concession Facility therefrom, and remove all personal
property therefrom and store all personal property not belonging to City in
a public warehouse or elsewhere at the cost of and for the account of
Concessionaire, using such legal proceedings as may be available to City
under the laws or judicial decisions of the State of California; or
(c) Retake possession of the Concession Facility or relet the Concession
Facility or any part thereof for such term (which may be for a term
extending beyond the Term of this Agreement) at such rents and upon
such other terms and conditions as shall be determined solely by City,
with the right to make reasonable alterations and repairs to the
Concession Facility.
Recovery. Following termination of this Agreement by City pursuant to the
provisions of this Article, City shall have all the rights and remedies available to
City under Section 1951.2 of the Civil Code of the State of California. The
amount of damages City may recover following such termination of this
Agreement shall include:
(a) The wodh at the time of award of the unpaid rents which had been
earned at the time of termination of this Agreement;
(b) The worth at the time of award of the amount by which the unpaid rent
which would have been earned after termination of this Agreement until
the time of award exceeds the amount of such rental loss that
Concessionaire proves could have been reasonably avoided;
(c) The worth at the time of award of the amount by which the unpaid rent for
the balance of the Term after the time of award exceeds the amount of
such rental loss for the same period Concessionaire proves could be
reasonably avoided; and
(d) Any other amount necessary to compensate City for all the detriment
proximately caused by Concessionaire's failure to perform
Concessionaire's obligations under this Agreement or which in the
ordinary course of things would be likely to result therefrom.
Additional Remedies. Following the occurrence of any material default and
breach of this Agreement by Concessionaire as set forth within paragraph 1 of
this Section of this AÉicle, above, in addition to the fore-going remedies, City may
maintain Concessionaire's right to possession, in which case this Concession
Agreement shall continue in effect whether or not Concessionaire shall have
4.
5.
Page 32
abandoned the Concession Facility and, so long as this Agreement is not
terminated by City or by a decree of a court of competent jurisdiction, City shall
be entitled to enforce all of City's rights and remedies hereunder, including the
right to recover the rent as it becomes due under this Agreement and, during any
such period, City shall have the right to remedy any default of Concessionaire, to
maintain or improve the Concession Facility without terminating this Concession
Agreement, to incur expenses on behalf of Concessionaire in seeking a new
sub-tenant, to cause a receiver to be appointed to administer the Concession
Facility and any new or existing sub-leases and to add to the rent payable
hereunder all of City's reasonable costs in so doing, with interest at the maximum
reasonable rate then permitted by law from the date of such expenditure until the
same is repaid.
Other. ln the event Concessionaire causes or threatens to cause a breach of
any of the covenants, terms or conditions contained in this Agreement, City shall
be entitled to obtain all sums held by Concessionaire, by any trustee or in any
account provided for herein, to enjoin such breach or threatened breach and to
invoke any remedy allowed at law, in equity, by statute or othenruise as though
re-entry, summary proceedings and other remedies were not provided for in this
Agreement.
Cumulative Remedies. Each right and remedy of City provided for in this Article
or now or hereafter existing at law, in equity, by statute or othen¡vise shall be
cumulative and shall not preclude City from exercising any other rights or from
pursuing any other remedies provided for in this Agreement or now or hereafter
available to City under the laws or judicial decisions of the State of California.
lndemnification. Nothing contained within this Seclion of this Article affects the
right of City to indemnification by Concessionaire, as herein provided, for liability
arising from personal injuries or property damage prior to the termination of this
Agreement.
ARTICLE XI . REDELIVERY
Section 11.01: General
Upon the expiration of the term of this Agreement and any extensions, or upon earlier
termination as herein provided, Concessionaire shall have no further interest in the Concession
Facility or the rights granted herein, and Concessionaire shall peaceably and quietly quit and
deliver possession of the Concession Facility to City in as good order and condition as when
received, except for reasonable wear and tear, and expecting any maintenance, repairs,
reconstruction, and/or restoration which shall be the obligation of City pursuant to any of the
provisions hereof. Concessionaire shall provide City with a recordable quitclaim or other
recordable instrument to evidence the termination of any interests in the Concession Facility
that Concessionaire may have under this Agreement.
6.
7.
8.
Page 33
ARTICLE XII - DESTRUCTION OF IMPROVEMENTS
Section 12.01t General
lf the Concession Facility or any part and the City-owned improvements, fixtures, and
equipment located therein or thereon shall be partially or totally destroyed at any time during the
Term, the respective rights and obligations of the parties hereto, with respect to repairing,
reconstructing, and restoring said premises and/or with respect to the matter of continuance or
termination of this Agreement, shall be controlled by the provisions of this Article X.
Section 12.02= Pa¡tial Destruction
A. ln the event the Concession Facility shall suffer paftial destruction at any time during
the Term, but shall not be rendered untenantable, then the Concession Facility shall
be repaired, reconstructed, and restored by City, at City's cost and expense, as soon
as possible, but within sixty (60) days, and payment of rents and Annual Concession
Fees by Concessionaire shall continue without any abatement whatsoever.
B. ln the event the Concession Facility shall suffer partial destruction at any time during
the life hereof, if such damage shall be so extensive as to render the Concession
Facility untenantable, but capable of being fully repaired, reconstructed, and restored
within sixty (60) days, the Concession Facility shall be repaired, reconstructed and/or
restored with due diligence by City, at City's cost and expense, during said period of
time, and any rents payable by Concessionaire, hereunder, for the Concession Facility
shall be prorated and paid to the date of such destruction but shall thereafter be
abated until such time as the Concession Facility is restored to a tenantable condition.
Section 12.03: Total Destruction
ln the event, the Concession Facility shall suffer total destruction at any time during the Term:
A. City may (but shall not be obligated to so pedorm) repair/re-construct/restore the
Concession Facility, and the monthly rents payable by Concessionaire therefore shall
be prorated and paid to the date of such destruction and shall thereafter cease until
such time as the Concession Facility is restored to a tenantable condition.
B. lf within sixty (60) days after the date of such destruction City has not commenced
repair/reconstruction/restoration of the Concession Facility or, if such action has been
commenced during said period but the Concession Facility shall not have been fully
repaired/ reconstructed/ restored to a tenantable condition within one hundred twenty
(120) days following the date of such destruction, then at any time prior to the
completion of such repair/reconstruction/ restoration by City, Concessionaire may
cancel and terminate this Agreement by service of a minimum of thirty (30) days
advance written notice upon City to such effect, in which event, this Agreement shall
terminate as of the date specified within Concessionaire's notice.
Section 12.04= Limitation on City's Obligations
The foregoing provisions of this Article notwithstanding, City shall not be liable for or obligated to
reconstrucUrepair/restore/re-install/replace any improvements or any furnishings, fixtures, or
Page 34
equipment, or other personal property installed/ placed/located in, on or about the Concession
Facility by Concessionaire, Concessionaire's employees, agents, representatives, tenants, or
sub-lessees.
Section 12.05: Concessionaire's Obligations
ln the event of any destruction to the Concession Facility which shall result in any
reconstruction/ repair/restoration by City pursuant to any of the foregoing provisions of this
Article, if such actions shall be taken by City and this Agreement remains in full force and effect
pursuant to the provisions hereof, then, immediately upon the Concession Facility being
returned to a tenantable condition by City, Concessionaire shall, as soon as possible, but within
thirty (30) days, at Concessionaire's cost and expense, reconstrucV/reinstall/replace such
Concessionaire-installed improvements, decorations, furnishings, fixtures and equipment as
shall have been destroyedi damaged so as to result in the Concession Facility being restored to
substantially the same condition that existed immediately prior to such destruction/damage.
Section 12.06= Use of Temporary Facilities
ln the event the Concession Facility or any part shall suffer destruction to such an extent that it
is rendered untenantable for any period of time, City shall endeavor to make suitable temporary
facilities for Concessionaire's temporary use until such time as the leased premises shall be
returned to a tenantable condition.
ln the event such temporary-use facilities are available and City offers such to Concessionaire,
if Concessionaire accepts such temporary facilities, any and all costs and expenses associated
with Concessionaire's adapting such facilities for its use, locating thereto, conducting its
Advertising business operations therein and therefrom, and relocating back to the Concession
Facility once they are returned to tenantable condition shall be borne by Concessionaire.
Section 12.07:. Waiver By Concessionaire
Concessionaire waives the provisions of California Civil Code Sections 1932(2) and 1933(4)
which relate to termination of leases when the thing leased is destroyed and agrees that such
event shall be governed by the provisions of this Afticle of this Agreement.
ARTICLE XIII - SIGNS AND DISPLAYS
Each advertising display installed by Concessionaire at Airport shall be attractive, professionally
prepared and compatible with the general architecture and decor of the Airport terminal
facilities, with type, content, construction, and method of attachment of such displays being
subject to Director's approval. All display units must comply with all applicable building and
safety codes and regulations, including all aspects of the Federal Americans with Disabilities Act
and Title XXIV of the California Code of Regulations. No signs or advedising displays of any
type or nature whatsoever shall be affixed to the premises or installed, displayed or placed
anywhere within the building(s) or elsewhere on Airport by Concessionaire, or by others on its
behalf, unless Concessionaire shall have requested and obtained Director's consent thereto and
approval thereof, in writing, prior to any such affixment, installation, display and/or placement.
Page 35
ARTICLE XIV . HOLDING OVER
Section 14.O1: General
ln the event Concessionaire shall remain in possession of the Concession Facility or any part
thereof, after the expiration of the Term of this Agreement, and thus hold over the Term, with or
without the expressed written consent of City, such holding-over shall be a tenancy from month
to month only, terminable by either party hereto upon service of a minimum of thirty (30) days
advance written notice upon the other pady.
Section 14.02= Rentals/Fees/Gharges
During any such holding over period, Concessionaire agrees to pay and shall pay to City
monthly rents, and monthly Percentage Fees and MAG and other fees and charges pursuant to
this Agreement; provided, however, that the monthly rental to be paid by Concessionaire to City
during any such holding over period for such space shall be at fair market value.
Section 14.03: Agreement Controls Gomputations
During any such holding-over period, all rents, MAG/Percentage Fees payable monthly and
other charges shall be calculated as specified within this Agreement.
Section 14.04= Agreement Controls Holdover Tenancy
Except as othenvise specifically provided within this Article, any such holding over shall be
subject to all the terms, covenants, conditions, restrictions, reseruations, prohibitions,
warranties, agreements, and provisions of this Concession Agreement applicable to a month to
month tenancy.
ARTICLE XV . NON-DISCRIMINATION
Section 15.01 : Non-Discrimination
A. To the extent required by controlling federal, state and local law, Concessionaire shall
not employ discriminatory practices in the provision of services, employment of
personnel, or in any other respect on the basis of race, religious creed, color, national
origin, ancestry, physical disability, mental disability, medical condition, marital status,
sex, age, sexual orientation, ethnicity, status as a disabled veteran or veteran of the
Vietnam era. Subject to the foregoing and during the performance of this Agreement,
Concessionaire agrees as follows:
1. Concessionaire will comply with all applicable laws and regulations providing that no
person shall, on the grounds of race, religious creed, color, national origin, ancestry,
physical disability, mental disability, medical condition, marital status, sex, age,
sexual orientation, gender identification, ethnicity, status as a disabled veteran or
veteran of the Vietnam era be excluded from participation in, be denied the benefits
of, or be subject to discrimination under any program or activity made possible by or
resulting from this Agreement.
2. Concessionaire will not discriminate against any employee or applicant for
employment because of race, religious creed, color, national origin, ancestry,
Page 36
physical disability, mental disability, medical condition, marital status, sex, age,
sexual orientation, gender identification, ethnicity, status as a disabled veteran or
veteran of the Vietnam era. Concessionaire shall ensure that applicants are
employed, and the employees are treated during employment, without regard to their
race, religious creed, color, national origin, ancestry, physical disability, mental
disability, medical condition, marital status, sex, age, sexual orientation, gender
identification, ethnicity, status as a disabled veteran or veteran of the Vietnam era.
Such requirement shall apply to Concessionaire's employment practices including,
but not be limited to, the following: employment, upgrading, demotion or transfer;
recruitment or recruitment advertising; layoff or termination; rates of pay or other
forms of compensation; and selection for training, including apprenticeship.
Concessionaire agrees to post in conspicuous places, available to employees and
applicants for employment, notices setting forth the provision of this
nondiscrimination clause.
3. Concessionaire will, in all solicitations or advertisements for employees placed by or
on behalf of Concessionaire in pursuit hereof, state that all qualified applicants will
receive consideration for employment without regard to race, religious creed, color,
national origin, ancestry, physical disability, mental disability, medical condition,
marital status, sex, age, sexual orientation, ethnicity, status as a disabled veteran or
veteran of the Vietnam era.
4. Concessionaire will send to each labor union or representative of workers with which
it has a collective bargaining agreement or other contract or understanding, a notice
advising such labor union or workers' representatives of Concessionaire's
commitment under this section and shall post copies of the notice in conspicuous
places available to employees and applicants for employment.
Section 15.02:. Airport Concession Disadvantaged Business Enterprise (ACDBE)
Program
City has developed and maintains and Concessionaire at all times hereunder shall comply with
the Disadvantaged Business Enterprise Concession Plan for the Airport in accordance with U.S.
Department of Transportation regulations 49 CFR Part 23, Subpart F, which plan establishes
policies and procedures designed to promote City's interest in establishing Airport concession
opportunities for Disadvantaged Business Enterprises and sets lawful, realistic and reasonable
goals therefore, as enforceable in the Ninth Circuit.
Any questions concerning Disadvantaged Business Enterprise (DBE) issues should be
directed to DBE Program Coordinator, City of Fresno, Finance; 2600 Fresno St., Room
2156; Fresno, CA 93721; Telephone (559) 621-1182 or Fax (559) 488-1069.
Section 15.03: Federal lmmigration Reform and ControlAct
As a material part of any Concession on a City of Fresno property, every Concessionaire who
has employees who will work on a City of Fresno propedy is required to comply with all of the
provisions of the Federal lmmigration Reform and Control Act of 1986 (P.L.99-603, 100 Stat.
3359). This requirement includes compliance with all of the employee documentation
provisions. Furthermore, Concessionaire will make any employee documentation required to
comply with such Act immediately available to City, upon its request for each individual
employee working on a City of Fresno property.
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ARTICLE XVI . MISCELLANEOUS PROVISIONS
Section 16.01: No Personal Liability
No Councilperson, Director, officer employee or other agent of either paúy shall be personally
liable under or in connection with this Agreement.
Section 16.02= Agreements with the United States
This Agreement is subject and subordinate to the provisions of any agreements heretofore
made between City and the United States relative to the operation, security or maintenance of
the Airport, the execution of which has been required as a condition precedent to the transfer of
federal rights or property to City for airport purposes, or to the expenditure of federal funds for
development of the Airpoft, in accordance with the provisions of the Federal Aviation Act as it
has been amended from time to time. This may include rules and regulations promulgated by
the TSA and/or Airport security plan/requirements including pursuant to 49 CFR Pad 1542, as
modified from time to time by legislative/regulatory action. These FAA Grant Assurances
attached hereto as Exhibit "C" are incorporated herein.
Section 16.03: Modifications for Granting FAA Funds/Bond Reimbursement
ln the event that the FAA requires modifications or changes to this Agreement, Concessionaire
agrees to consent to such reasonable amendments, modifications, revisions, supplements or
deletions of any of the terms, conditions or requirements of this Agreement as reasonably may
be required to enable City to obtain FAA funds.
The Concessionaire acknowledges that the City has issued Bonds and reimbursed expenditures
related to the construction of the Concession Facility with Bond proceeds. This Agreement shall
be deemed modified or, upon the mutual agreement of the parties, the Concession granted
terminated, to any extent necessary to comply with the lndenture.
Section 16.04: Notices
A. All notices required to be served by City or Concessionaire, one upon the other, under
the terms of this Agreement shall be in writing.
B. All notices or demands of any kind which City shall have cause to serve upon
Concessionaire under the terms of this Agreement shall be served upon
Concessionaire by mailing a copy thereof by certified or registered mail, return receipt
requested, to Concessionaire at the address shown below or to such other address as
Concessionaire may, from time to time, specify to City in writing.
C. All notices or demands of any kind which Concessionaire shall have cause to serve
upon City under the terms of this Agreement shall be served upon City by mailing a
copy thereof by cedified or registered mail, return receipt requested, to City at the
address shown below or to such other address as City may, from time to time, specify
to Concessionaire in writing.
City of Fresno
Airpods Department
4995 E. Clinton Way
Fresno, CA 93727
Page 38
D. ln the event of any service of notice or demand by mail, as aforesaid, such notice or
demand shall be deemed to have been sufficiently served as of 12:00:01 a.m., on the
fourth (4th) calendar day following the date of deposit in the United States mail of such
certified or registered mail properly addressed and postage prepaid.
Section 16.05: Amendments
This Agreement may be amended from time to time by written Amendment, duly authorized and
executed by representatives the parties hereto.
Section 16.06: Headings; Construction of Agreement; Gender
The headings of each Section of this Agreement are for reference only. Unless the context of
this Agreement clearly requires othenruise, all terms and words used herein, regardless of the
number and gender in which used, shall be construed to include any other number, singular or
plural, or any other gender, masculine, feminine or neuter, the same as if such words had been
fully and properly written in that number or gender. Words of any gender in this Agreement will
be held and construed to include any other gender.
Section 16.07: Force Majeure
Neither City nor Concessionaire will be deemed in violation of this Agreement if either is
prevented from performing any of the obligations hereunder by reason of strikes, boycotts, labor
disputes, embargoes, shortages of materials, acts of God, acts of public enemy, acts of superior
governmental authority, weather conditions, riots, rebellion, sabotage, or any other
circumstances for which it is not responsible or which are not within its control.
Section 16.08: Exclusiveness of Concessionalre's Rights
Nothing herein contained shall be deemed to grant to Concessionaire any exclusive right or
privilege within the meaning of Section 3.08 of the Federal Aviation Act for the conduct of any
activity on the Airport.
Section 16.09: Withholding Required Approvals
Whenever the approval of City or Director or Concessionaire is required herein, no such
approval shall be unreasonably, conditioned, delayed or withheld.
Section 16.10: lnspection of City Records
Concessionaire, at its expense and upon reasonable notice, shall have the right to inspect the
books, records and other data of City relating to the provisions and requirements hereof,
provided such inspection is made during regular business hours.
Section 16.11: Successors and Assigns
Subject to the limitations on assignment contained herein, all of the terms, provisions,
covenants, stipulations, conditions and considerations in this Agreement shall extend to and
bind the legal representatives, successors and assigns of the respective parties hereto.
Page 39
Section 16.12:. Accord and Satisfaction
No payment by Concessionaire or receipt by City of a lesser amount than the rent, fees and/or
charges due to be made by Concessionaire hereunder shall be deemed to be other than on
account of the rent, fees and/or charges due. No endorsement or statement on any check or in
any letter accompanying any check or payment as rent; fees and or charges shall be deemed
an accord and satisfaction. City may accept such check or payment without prejudice to City's
right to recover the balance of such rent, fees and/or charges or to pursue any other remedy
provided in this Agreement.
Section 16.13: Observation of Governmental Regulations
City's Airpoft Rules and Regulations: City reserves the right to adopt, amend and enforce
reasonable rules and regulations governing the Concession Facility and the public areas and
facilities used by Concessionaire in connection therewith. Such rules and regulations shall be
consistent with the safety, security and overall public utility of Airport and with the rules,
regulations and orders of the Federal Aviation Administration (FAA) (or such successor
agency[ies] as may, at any time and from time to time during the Term be designated by the
Federal Government to perform either similar, new, additional, and/or supplemental functions,
powers and/or duties with respect to air transportation, aircraft, Airports, etc.), and such rules
and regulations shall not be inconsistent with the provisions of this Agreement or the
procedures prescribed and approved, from time to time, by the FAA with respect to the
operation of aircraft at the Airport. Concessionaire agrees to observe, obey and abide by all
such rules and regulations heretofore or hereafter adopted or amended by City, including
compliance with all FAA and Airport security rules, regulations and plans, including any and all
measures mandated by the FAA from time to time to provide increased levels of security at
Airport, and Concessionaire shall be fully liable to City for any and all claims, demands,
damages, fines and/or penalties of any nature whatsoever which may be imposed upon City by
the United States Government as a result of any unauthorized entry by Concessionaire,
Concessionaire's employees, agents, representatives, servants, tenants, and/or sub-lessees, or
vehicle operated by any of these or by a customer of Concessionaire, into any area of the
Airport to which access by persons or vehicles is restricted/controlled pursuant to FAA/A|rport
Security Rules and Regulations.
Other Governmental Regulations: Concessionaire shall, at all times during the Term, observe,
obey and comply with any and all laws, statutes, ordinances, codes, rules, regulations, and/or
orders of any governmental entity(ies) lawfully exercising any control(s) over either the Airport or
over any part or all of Concessionaire's activitiesi operations thereon and/or therefrom,
including, without limitation, any and all local business license and/or permit requirements.
lncreased Levels of Security: ln the event City must provide for an increased level of security in
the areas occupied or used by any or all of the Concessionaires as mandated by the
Transportation Security Administration ("TSA'), the Concessionaire agrees that the City shall
have the following options:
1. Require Concessionaire to take whatever steps are necessary to meet the
security requirements of the TSA mandate, at its own cost and expense; or
2. Glose the Ready/Return Areas. ln the event of closure of any part of such Area
the City may at its option provide an alternate location for such area, but shall not
be required to do so; or
Page 40
3. Take the steps necessary to provide the required additional security measures
and assess the cost of those steps to Concessionaire. Such costs will be
allocated among all the Concessionaires based on each Concessionaire's
proportionate share of Ready/Return Area. For example, a Concessionaire that
occupies twenty-five percent (25o/o) of the ready/return spaces will be responsible
for twenty-five percent (25%) of the costs. City shall invoice Concessionaire
directly, in arrears, for its share, and payment to the City shall be due upon
receipt of such invoice. ln the event that Federal reimbursement for such costs is
made available to City, the City shall apply for such funds prior to seeking
reimbursement from Concessionaire.
Section 16.14: Governing Law and Venue
This Agreement shall be construed and governed in accordance with the laws of the State of
California. The parties submit to the jurisdiction of the courts of the State of California, Fresno
County judicial district.
Section 16.15: Waiver
Waiver by City of any term, covenant, or condition hereof shall not operate as a waiver of any
subsequent breach of the same or of any other term, covenant or condition. No term, covenant,
or condition of this Agreement can be waived except by written consent of City, and forbearance
or indulgence by City in any regard whatsoever shall not constitute a waiver of same to be
performed by Concessionaire to which the same may apply and, until complete performance by
Concessionaire of the term, covenant or condition, City shall be entitled to invoke any remedy
available to it under this Agreement or by law despite any such forbearance or indulgence.
Section 16.16: Modification
Unless stated othenruise in this Agreement, no provision of this Agreement may be waived,
modified or amended except in writing and signed by City.
Section 16.17: Severability of Provisions
Except, as specifically provided in this Agreement, all of the provisions of this Agreement shall
be severable. ln the event that any provision of this Agreement is found by a court of competent
jurisdiction to be unconstitutional or unlawful, the remaining provisions of this Agreement shall
be valid unless the court finds that the valid provisions of this Agreement are so essentially and
inseparably connected with and so dependent upon the invalid provision(s) that it cannot be
presumed that the parties to this Agreement could have included the valid provisions without the
invalid provision(s); or unless the coud finds that the valid provisions, standing alone, are
incapable of being performed in accordance with the intentions of the parties.
Section 16.18: Conflicts of lnterest
Concessionaire cedifies that no officer or employee of City has, or will have, a direct or indirect
financial or personal interest in this Agreement, and that no officer or employee of City, or
member of such officer's or employee's immediate family, either has negotiated, or has or will
have an arrangement, concerning employment to perform services on behalf of Concessionaire
in this Agreement.
Page 41
Section 16.19: Public Address System
Concessionaire shall permit the installation, within its Concession Facility, of outlets for the
Airport public address system and allow the reception in and about its Concession Facility of
flight announcements and other information broadcast over such system. Concessionaire may,
at its option, have access to the public address system for the purpose of making customer-
service announcements. Should Concessionaire elect to have such access, then
Concessionaire shall pay to City such public address system fees as are established from time
to time by the City Council.
Section 16.20: Employee Parking
City has provided off-street parking facilities to meet the employee parking requirements of all
persons whose primary place of duty is in the Airport's main passenger terminaliconcourse
Building complex/area, and, except as provided within paragraph 3 of this Section below,
Concessionaire's employees shall be required to use such employee parking facilities/lots as
are designated by Director and to pay appropriate employee parking fees for such use at such
rates as are from time to time established therefore by the City Council.
Employee parking fees for Concessionaire's employees shall be paid to City by Concessionaire,
as and when due, whether or not Concessionaire includes the costs of such parking in the
benefits it provides its employees or requires its employees to reimburse it for the costs of such
parking.
Nothing in this Section of this Article shall be construed to represent a prohibition against
Concessionaire's allowing one, more or all of its employees to use, for employee parking
purposes, space located on the Service Facility which Concessionaire occupies and uses on the
Airpod by separate agreement with City, and, in such event, no parking fees shall accrue to City
with respect to those employees of Concessionaire who park their vehicles on such Service
Facility.
Section 16.21:. Special Provisions
A. Concessionaire's Responsibility Regarding Hazardous Substances:
1. Definition: The term "Hazardous Substances", as used in this Agreement, shall
include, without limitation, flammables, explosives, radioactive materials,
asbestos, polychlorinated biphenyls (PCBs), chemicals known to cause cancer or
reproductive toxicity, pollutants, contaminants, hazardous wastes, toxic
substances or related materials, petroleum and petroleum products, and
substances declared to be hazardous or toxic under any law or regulation now or
hereafter enacted or promulgated by any governmental authority. The terms
"Environmental Law" or "Environmental Laws", as used in this Agreement, shall
mean any and all federal, state, local laws, statutes, ordinances, rules,
regulations and/or common law relating to environmental protection,
contamination, the release, generation, production, transport, treatment,
processing, use, disposal, or storage of Hazardous Substances, and the
regulations promulgated by regulatory agencies pursuant to these laws, and any
applicable federal state, and/or local regulatory agency-initiated orders,
requirements, obligations, directives, notices, approvals, licenses, or permits,
Page 42
including but not limited to those for the repoding, investigation, cleaning, or
remediation of any Hazardous Substances in, on under or about the Concession
Facility.
2. Restrictions: Concessionaire shall not cause or permit to occur:
(a)Any violation of any federal, state, or local law, ordinance, or regulation
now or hereafter enacted, related to environmental conditions in, on,
under or about the Concession Facility, or arising from Concessionaire's
use(s) or occupancy(ies) thereof, including, but not limited to, soil and
ground water conditions; or
The use, generation, release, manufacture, refining, production,
processing, storage, or disposal of any Hazardous Substance in, on,
under or about the Concession Facility, or the transportation to or from
the Concession Facility of any Hazardous Substance, except where: (1)
such use, generation, release, manufacture, refining, production,
processing, storage or transportation shall be expressly authorized in this
Agreement; or (2) City's advance written consent to any such use,
generation, release, manufacture, refining, production, processing,
storage or transportation shall have first been requested in writing and
received by Concessionaire. Any and all such authorizations/consents of
City shall be deemed given subject to and conditioned upon
Concessionaire's fully and faithfully complying with any and all federal,
state, or local statutes, laws, ordinances, rules and/or regulations, now or
hereafter enacted, applicable to the use, generation, manufacture,
refining, production, processing, transport, transfer, storage, disposal
and/or sale of thaUthose Hazardous Substances to which any such
authorization/consent of City may, in any way whatsoever, be deemed to
apply.
Notwithstanding Subsection B, City's consenUapproval shall not be
required for the use, storage and disposal of materials/supplies containing
hazardous substances where such materials/supplies are used on the
Concession Facility in commercially reasonable quantities as a consumer
and generator thereof, and in connection with the rental, leasing and
storage of motor vehicles, for the cleaning and preparation of such
vehicles, for fuel storage and dispensing fuel, for office, administrative
and other uses incidental or related; provided
(i) So long as the use, storage and disposal of any and all of such
materials/supplies shall be in full compliance with any and all
federal, state and local statutes, laws, ordinances, codes, rules
and regulations applicable thereto now or hereafter enacted
(including, without limitation, any and all Occupational Safety and
Health statutes, laws, codes, rules and regulations of the Federal
Government and the State of California).
(b)
(c)
Page 43
Section 16.22: Entire Agreement
This Agreement, together with all documents referenced herein and exhibits attached hereto,
constitutes the entire Agreement between the parties. All other representations or statements
heretofore made, verbal or written, are merged herein.
ARTICLE XVll: SIGNATURE
lN WITNESS WHEREOF, the parties hereto, for themselves, their successors and assigns,
have executed this Agreement, the day and year first above written.
CITY OF FRESNO
a municipal corporation
CONCESSIONAIRE
CLEAR CHANNEL OUTDOOR, INC.,
D/B/A CLEAR CHANNEL AIRPORTS
a Delaware corporation
By:
Name:
Title:
Address for Notice:
Clear ChannelAirports
7450 Tilghman Street
Suite 104
Allentown, PA 18106
(C FO/Secreta ryiTreasu rer)
Director of Aviation
Address for Notice:
City of Fresno
Airports Department
4995 E. Clinton Way
Fresno, CA 93727
ATTEST:
Yvonne Spence, CMC
City Clerk
By:
EVP, General Counsel
APPROVED AS TO FORM:
Douglas T. Sloan
Aman n, Deputy
Date
Exhibit
Exhibit
Exhibit
Exhibit
Exhibit
A
B
c
D
E
Map of the Airport Advertising Concession Locations
Terms and Conditions for FYI-TV Network
FAA Grant Assurances
Disclosure of Conflict of lnterest Form
Gross Revenues Statement Form
Page 44
EXHIBIT E'At"
v2-1
AMERICAN
FRESNO YOSEMITE INTERNATIONAL AIRPORT
FRESNO YOSEMIIE INTERNATIO NAL AIRPORT
EXHIBIT 3'E-"
FYI-TV NETWORI( PROGRAMMING SERVICE COMPONENT OF
EXCLUSIVE AIRPORT ADVERTISING CONCESSION AGRE,EMENT
EXHIBIT B
THIS EXHIBIT B ("Exhibit B") sets forth the terms and conditions under which City
grants Concessionaire the privilege to provide its ClearVision airport television product in
approved terminal buildings and concourses (including passenger gate areas located therein), and
other mutually agreed upon areas at the Airport by maintaining and/or installing the necessary
equipment and delivering the Service (as defined below), pursuant to that certain Exclusive
Airport Advertising Concession Agreement effective as of August 1, 2015 (said Agreement for
Advertising Concession, together with all attachments and exhibits thereto, being hereinafter
collectively referred to as the "Agreement");
1. DEFINITIONS. The following words and phrases not specifically defined herein
shall have the respective meanings ascribed to them in the Agreement. The following words and
phrases shall have the respective meaning ascribed to them below when used in this Exhibit B,
for the purposes of this Exhibit B only:
1.1 "Advertising Time" shall mean the time allotted per hour for paid advertising on the
ClearVision programming service.
1.2 "Approved Areas" shall mean areas of the Airport's terminal buildings and concourses
designated by the City for Exhibition Equipment, and any other areas of the Airport that might be
mutually agreed upon and approved by Concessionaire and the City.
1.3 "Airport Distribution Equipmenf' shall mean the equipment necessary to distribute the
Service to the Approved Areas (i.e., cabling and conduit and network devices), provided by the
Airport.
I.4 "Airport Promotions" shall mean any proglamming content about the Airport or the City
to be broadcast over the ClearVision television network.
1.5 "City Revenue Share Payment" shall mean the portion of Revenue derived from
advertising on the ClearVision television network at the Airport that is shared with the City.
1.6 "Exhibition Equipment" shall mean the speakers and display screens and related
components necessary for actual viewing of the Service within the Approved Aleas. Ownership
and responsibilities for this equipment belong to the City upon the expiration or earlier
termination of this Agreement.
1.7 "Concessionaire lnsertion Equipment" shall be defined as that equipment necessary for
Concessionaire to provide a video signal to the Distribution Equipment which is to be
transmitted to the Exhibition Equipment.
Page 1 ofll
1.8 "Programming" shall mean the news, information and entertainment television
programming material professionally produced and provided by Concessionaire, any entity
controlled by, under common control with or controlling Concessionaire, or any third-party entity
which Concessionaire has contracted with to provide such content included in the Service.
1.9 "Revenue" shall mean gross advertising revenue from the sale of Advertising Time
displayed at the Airport by Concessionaire to third parties in a given calendar quafter. Excluded
from Revenue shall be: (i) only those sales, excise, or similar taxes imposed by a governmental
authority and collected from customers and directly paid out by Concessionaire to the
government entity; (ii) standard third party selling commission paid to sales/advertising agencies
or other third parties in an amount not to exceed I5Yo of the contract value where such fees are
paid to a third party that is not directly related to Concessionaire; and (iii) the amount of refunds
and/or withheld funds caused by the loss of power or loss of service to displays that extends for
three or more business days including Concessionaire's share of lost revenue, provided that
neither Concessionaire nor a third party outside the control of the City is responsible for such
loss of service or loss of power; and, provided further that this exclusion serves only to reduce
the amount of Revenue included in the calculation and does not obligate the City to reimburse
Concessionaire or any other party for revenue lost as a result of any intemrption of service.
1.10 "Service" shall mean the steps necessary to create a useable video feed from the
Programming.
1.11 "Trade Secrets" shall mean any data, information (financial or otherwise), formula,
pattern, compilation, program, device, method, technique, drawing, plan, process, research
results and name or list of actual or potential licensees, advertisers or suppliers, which is
disclosed to Concessionaire or the City, as the case may be, by or on behalf of the other party
hereto in connection with the relationship contemplated by this Agreement and which has a value
to the other party and is not generally known by the other party's competitors. Trade Secrets
include, but are not limited to, information relating to the financial affairs, products, services,
customers, off,rcers, directors, and employees of the other party.
2. USE OF THE AIRPORT.
A. Grants and Approvals. The City hereby grants Concessionaire the right to
provide the Service as defined and described herein. Any expansion plans and the installation
schedule applicable thereto shall be subject to the mutual agreement of the parties.
Concessionaire shall deliver, maintain and operate the Service in a manner consistent with the
guidelines specified in Attachment A, Equipment and Network Services, attached and
incorporated herein. Concessionaire shall not use the Headend Room for any puryose other than
to provide the Service and to perform certain services and activities related thereto and expressly
agreed to by the City.
The City will be responsible for establishing the Approved Areas within its
passenger terminals for the broadcast of the Programming provided by Concessionaire. The City
Page2ofll
may not broadcast the Programming to any other locations on the Airport without the prior
written agreement of Concessionaire.
B. Headend Room. The City will provide Concessionaire space in a secured
room (the "Headend Room") at the Airport with sufficient space to accommodate the placement,
installation and operation of the Concessionaire lnsertion Equipment used to distribute the
Service. The signal will be subsequently distributed from this point to the Approved Areas
located throughout the Airport via the Distribution Equipment. The City understands and agrees
that Concessionaire shall have the right, 24 hours a day, to access the Headend Room as
necessary to operate and maintain the Inserlion Equipment located therein.
C. Securitv and Other Rules and Regulations. Concessionaire's access to and
use of the Airport will be conditioned upon compliance with all security rules and regulations
instituted by the City and by any other goveming City exercising jurisdiction over the Airport. In
conducting its operations hereunder, Concessionaire agrees to comply with all applicable laws and
regulations of the United States of America and the State of Texas and all other applicable laws,
rules and regulations specifically including, but not limited to, the ordinances, rules, regulations,
policies and procedures of the City.
5. DESCRTPTION OF SERVICE.
A. Content of Proqramming. The Service shall be in the format of continuous
audio and video programming packages (the "Packages"), each Package consisting of (i)
approximately forty-five (45) minutes of Programming per hour and (ii) approximately twelve
(12) minutes of advertising and promotional time (the "Advertising Time") per hour and (iii) up
to three (3) minutes of City Promotions (the "Airport Time") per hour.
Concessionaire shall manage and control content selection, format, production,
editing and updating of the ClearVision programming and schedule. Advertising Time and the
arrangement of the segments and spots will also be managed and amanged by the City. Al1
content will adhere to ClearVision broadcast standards and City's Commercial Advertising
Policies and Guidelines attached and incorporated herein as Attachment B. Concessionaire will
engage in discussions with the City to review the ClearVision programming schedule. All
content shall adhere to the ClearVision broadcast standards.
It is expressly agreed, however, that any Programming related to any accident or
incident involving a commercial passenger airline shall only be included in the Programming
without graphic video coverage of the accident site, unless the incident involves a national
emergency or threat to security. The City hereby reserves the right to temporarily withdraw the
Service, or any portion thereof, at any time as it deems necessary or advisable in the exercise of
its sound business judgment, and any such temporary withdrawal, intemrption, delay or
interference shall not constitute or be deemed a breach of this Agreement; provided, however,
that the City agrees to use commercially reasonable efforts to restore the Service as soon as
possible. The City shall have no responsibility whatsoever for producing, securing and/or selling
the Programming, as applicable, and the City hereby expressly disclaims any liability for the
Page3ofl1
content thereof. Concessionaire shall be solely responsible for any liability associated with the
Programming provided by it for the Service, except to the extent that any such Programming is
provided by the City.
It is expressly agreed that all Programming, advertising and promotional material
to be broadcast by Concessionaire hereunder shall be in accordance with the highest industry
standards, truthful and not misleading and shall not be any material that would be disallowed
under any standard cable or network programming guidelines.
B. Aimort Time Allotments. Subject to the other provisions of this
Agreement, Concessionaire shall retain all Advertising Time included in the Service, and the
revenue derived therefrom. Concessionaire shall have the absolute right to determine the rate
applicable and the rate actually charged for all Advertising Time. The party responsible for
providing the content for the Advertising Time hereunder shall be responsible for any liability
related thereto, regardless of the nature of the claim. The City shall be responsible for all City
Promotions and will indemnify Concessionaire for any claims relative thereto. 'With respect to
City Promotions, the City understands and agrees that content for such City Promotions shall be
subject to compliance with all applicable laws, rules and regulations. For pulposes of this
provision, Airport Time shall be used to promote Airport services and programs, non-profit
groups or other community based organizations. The intent of City Promotions is to promote the
Airport and community. City Promotions should not feature a single or select merchant who
would otherwise buy advertising on the Service. The City agrees and acknowledges that City
Promotions must meet the general advertising policies and practices utilized by Grantee.
Concessionaire shall have no responsibility whatsoever for producing City
Promotions and Concessionaire hereby expressly disclaims any liability for the content thereof. If
such programming is not created by the City and provided to Concessionaire for insertion, or, if
inserted, such programming is not updated in accordance with Concessionaire's guidelines to
maintain the quality of the Service, Concessionaire reserves the right to use the Airport Time as it
deems appropriate and deliver its regularly scheduled Programming segments to the Airport.
ln the event that Concessionaire goes live to a breaking news event or intemrpts
its Service to provide coverage of a significant sporting or other event or a fulI length news
program, the City will not be able to utilize the Airport Time and/or preempt the designated
Concessionaire Programming segments to provide the Airport Time during the duration of the
alternative programming. Furthermore, Concessionaire will not be able to provide any "make
goods" for the intemrpted segments. Concessionaire expressly disclaims any responsibility or
liability to the Airport for any lost revenue or other monetary damages attributable to
Concessionaire's decision to provide the alternate programming as described in this paragraph.
6. COPYRIGHT.
The City agrees and acknowledges that the sole right of copyright in, and all rights
of copyright with respect to the Service and the Programming (including, without limitation, the
sequence or otganization of Concessionaire's compilations of programming segments
Page4ofll
constituting the Service) belong to Concessionaire, and that the City shall not acquire, obtain or
claim any copyright or other proprietary ownership interests therein or thereto by virtue of this
Agreement. Except to the extent expressly limited or prohibited by the terms of this Agreement,
Concessionaire shall be entitled to, and hereby reserves all rights necessary to, exploit, exercise,
and dispose of and/or utllize any rights in, to and with respect to the Service and the
Programming without limitation and without prior notice or any obligation to the City.
Conoessionaire agrees and acknowledges that the sole right of copyright in, and
rights of copyright with respect to the Airport promotional materials belongs to the City,
Concessionaire shall not acquire, obtain or claim any copyright or the proprietary ownership
interest therein or thereto by virtue of this Agreement. The City shall be entitled to, and hereby
reserves all rights necessary to, exploit, exercise, and dispose of and/or úllize any rights in, to
and with respect to the City Promotions inserted by it without limitation and without prior notice
or any obligation to Concessionaire whatsoever.
7. REVENUE PARTICIPATION.
A. Calculation of Sums Owed by Grantee. For the privileges granted to
Grantee hereunder, Concessionaire shall pay to the City the City Revenue Share Payment of
fifteen percent (15%) of total Revenue. V/ithin twenty (20) days of the end of each calendar
quarter, Concessionaire shall calculate and deliver to the City the City Revenue Share Payrnent
for the immediately preceding calendar quafier.
B. Pavment. All payments hereunder to the City shall be sent to the
following address: City of Fresno, 4995 E. Clinton Way, Fresno, CA 93727.
C. Sales. Use or Other Taxes. Concessionaire shall be solely responsible for
the payment of all sales, uso or other taxes levied upon the fees and other charges payable by
Concessionaire to the City hereunder, whether or not the same shall have been billed or collected
by the City, together with any and all interest and penalties levied thereon, and Concessionaire
hereby agrees to indemniff City and hold it harmless from and against all claims by any taxing
authorify that the amounts, if any, collected from Concessionaire and remitted to the taxing
authority by City, or the amounts, if any, paid directly by Concessionaire to such taxing authority,
were less than the total amount of taxes due, and for any sums including interest and penalties
payable by City as a result thereof. The provisions of this Section shall survive the expiration or
termination of this Agreement.
8. PROTECTION OF THE SERVICE.
A" The City shall not have any right to record, or duplicate, all or any portion
of the Service nor shall the City authorize any such recording, or duplication, of the Service
unless specifically and expressly authorized in advance in writing by Concessionaire. The
Service shall only be distributed to the agreed upon Approved Areas. The Cify agrees to
Page 5 of11
cooperate fully and in good faith with Concessionaire and/or its agent or representative for the
purposes of securing and preserving Concessionaire's rights herein and in and to the Service.
B. City shall not be liable to Concessionaire for any loss of business or
damages sustained by Concessionaire as a result of any change in the operation or configuration
of, or any change in any procedure governing the use of, the terminal complex or the Airport or
any terminal therein.
9. MARKETING RESEARCH.
Concessionaire must have prior written approval by the City prior to conducting
any observational studies or analyses (i.e. oral and written surveys and,/or polls) of airport patrons
within the Airport. Concessionaire shall not have any obligation under this Agreement to
perform or conduct any such research at the Airport.
10. DISCLAIMER.
Neither Concessionaire nor its suppliers nor any person or entity acting for or on
behalf of Concessionaire has made or makes any warranties, express or implied, including,
without limitation, implied warranties of merchantability or fitness for a particular purpose with
respect to any product or service to be supplied by Concessionaire hereunder, all of which
warranties are hereby expressly disclaimed. Any remedies of the City for any breach of this
Agreement by Concessionaire shall be limited to those expressly provided herein and
Concessionaire shall not have any liability to the City under any circumstances whatsoever for
any incidental, indirect or consequential damages.
11.DAMAGE OR DESTRUCTION.
Concessionaire shall be responsible for repairing and or replacing Concessionaire
Insertion Equipment in the event of damage or destruction. The City shall be responsible for
replacing or repairing Exhibition and Distribution Equipment in the event of damage or
destruction.
If a negligent act by either Concessionaire or the City damages or destroys
equipment owned and controlled by the other pat$, the party at fault will be responsible for
reimbursing the property owner amounts in excess of what is reimbursed by any insurance
proceeds. Amounts in excess of insurance will be deemed legitimate only if accompanied by an
invoice or receipt from a business or service required to replace or repair the damaged
equipment.
T2. ASSIGNMENT: SUBCONTRACTORS: THIRD PARTY BENEFICIARIES.
A. Cit_v's Rights to Approve Assignments and Subcontracts. Concessionaire
shall not sell, assign, sublease or transfer this Exhibit 5 or any of its rights and privileges
hereunder or permit any such sale, assignment, sublease or transfer to occur by operation of law,
or contract for the performance of any of the services to be provided by it hereunder without the
Page 6 of11
City's prior written approval, which approval may not be unreasonably withheld by the City.
Any cost of considering or approving such a request for assignment or subcontract shall be bome
by Concessionaire.
B. Change of Control. Concessionaire may assign this Agreement to any
controlling, controlled by or under common control with CONCESSIONAIRE, subject to such
assignee being bound to the terms and conditions of this Agreement.
C. Subcontractors and Employees. Notwithstanding the foregoing, the City
expressly acknowledges Grantee's right to engage the services of one or more third parties to
assist Grantee in the performance of its obligations and responsibilities hereunder; provided,
however, that any such third parties performing functions at the Airport meet any requirements
imposed by the City on contractors providing similar services to the Airport, and by engaging
any such third party, Grantee shall not be relieved of any obligation or representation hereunder.
D. Third Party Beneficiaries. Nothing contained in this Agreement shall be
construed to confer upon or give to any person or entity other than the parties hereto, any rights
or benefits or remedies under or by reason of this Agreement. Further, no party to this
Agreement shall have any rights hereunder not expressly granted to such party herein.
13. CITY'S RIGHT TO REPAIR OR ALTER FACILITIES.
Notwithstanding any other provisions herein contained, the City shall have the
absolute right to make any repairs, alterations and additions to airport facilities, free from any and
all liabilify to Concessionaire for disruption to Concessionaire's activities during the completion
of any such repairs, alterations or additions or for any loss of business or damages sustained by
Concessionaire for whatever reason as a result of the making of any such repairs, alterations or
additions. The City agrees to use reasonable efforts to notify Concessionaire of the need to make
such repairs, alterations and/or additions in advance in an effort to minimize any disruption to
Concessionaire's operations.
Page 7 of11
ATTACHMENT A
EQUIPMENT AND NETWORI( SERVICES
1. INSTALLATION. MAINTENANCE AND OPERATION OF
CONCES SIONAIRE INSERTION EQUIPMENT
A. Insertion Equipment Materials. Except as otherwise specifically provided
herein, Concessionaire shall be solely responsible for providing, installing, maintaining and
operating, at its sole cost, all Concessionaire Insertion Equipment at the Airport, and shall
provide all personnel necessary to perform these functions.
B. Mode of Installation. Concessionaire agrees to cause its designated
representatives to install such Concessionaire Insertion Equipment in a proper and workmanlike
manner, and shall coordinate such installations with the City's designated representative with as
little disruption as practicable to the normal operations of the Airport.
C. Repair. Replace. Upgrade. During the Term, Concessionaire shall repair
or replace any Concessionaire lnsertion Equipment installed by it at the Airport that is damaged
or otherwise in need of repair as soon as possible, subject to its ability to obtain any necessary
approval from the City. Concessionaire will respond to routine service requests within twenty-
four (24) hours of notif,rcation by the City. In addition, Concessionaire reserves the right, subject
to compliance with any required tenant approval requirements, and at any time during the Term
of this Agreement, to replace andlor up-grade any and all Concessionaire lnsertion Equipment
installed in the Airport to maintain andlor improve the Service.
D. Modifications to Grantee Insertion Equipment. The City shall have no
right to modifr, request a modification of, approve a placement or modification of or interfere
with any Concessionaire Insertion Equipment or the location thereof in any way. Once the
placement of the Concessionaire Insertion Equipment is approved by the City and installed, The
City shall not tamper with, move, remove, relocate, use or otherwise interfere with any
Concessionaire lnsertion Equipment.
E. Sound Levels. Concessionaire and the City will mutually agree upon the
minimum sound level of the audio portion of the Service within each of the Approved Areas.
When there is a scheduled event in an Approved Area and the City will notify Concessionaire
that the audio will be turned off for the event.
F. Loss of Business Liabilitv. The City shall not be liable to Concessionaire
for any loss of business or damages sustained by Concessionaire as a result of any change in the
operation or configuration of, or any change in any procedure governing the use of the Airport or
any terminal therein.
Page 8 ofll
2.DELTVERY OF SERVICE.
Concessionaire shall deliver the Service (7) days a week for a minimum of twenty
(20) hours each day. The Service shall be delivered to the Headend Room for subsequent
distribution via a VGA or DVI video signal to the Distribution Equipment to the Exhibition
Equipment.
3. DISTRIBUTION OF SERVICE.
The City shall be solely responsible for transmitting the service over the
Distribution Equipment to the Exhibition Equipment. All replacements, repairs, and service
issues arising from the Distribution or Exhibition Equipment shall be the sole responsibility of
the City. The City warrants the Distribution and Exhibition Equipment to be in working order
for transmitting the Service (7) days a week.
In the event an issue with the Distribution or Exhibition equipment prevents the
Service from being transmitted and broadcast on the Exhibition Equipment, the City shall notify
Concessionaire within one (1) business day of the issue along with an issue resolution timeline.
The City shall strive for maximum uptime in regard to the Distribution and
Exhibition Equipment. Concessionaire shall be notified at least one week prior to all planned
upgrades, or maintenance operations concerning the Distribution or Exhibition equipment. In the
event a PC VGA or DVI signal is no longer compatible with SAT's Distribution equipment, the
City shall provide Concessionaire with three (3) months' notice so as to allow Concessionaire
time to modi$ the Concessionaire Insertion Equipment.
4. CUSTOMERRELATIONSHIPMANAGEMENT.
Concessionaire and the City will work cooperatively to address all customer
complaints and inquiries, if any, during the Term. Any problems concerning the Concessionaire
lnsertion that comes to the attention of the City, such as any problems with the Concessionaire
lnsertion Equipment or customer inquiries or complaints with respect to the Programming, shall
be directed to Concessionaire's designated local representative or communicated to
Concessionaire through any other communication procedure established and agreed to by
Concessionaire and the City.
Page9of1l
ATTACHMENT B
CLEARVISION BROADCAST STANDARDS & PRACTICES GUIDELINES
The objective of these Broadcast Standards and Practices is to ensure that programming is
acceptable and beneficial to ClearVision viewers. These guidelines shall serve as a general
reference.
When evaluating content the segment shall be evaluated using the following criteria:
. Compatibility with the airport environment
. Family friendliness * *
. Sensitivity towards current events
. General audience acceptability and addressing the interests of the largest possible audience
**submission of materials specifically created for kid-friendly audiences is strongly encouraged.
General Audience Acceptability is def,rned as content that most parents would f,rnd suitable for
all ages. Most parents may permit younger children to watch content unattended. It contains little
or no violence, no strong language, and little or no sexual dialogue or situations.
The following is a list of subjects that are generally considered unacceptable content:
1) Nudity / Revealing Clothing
Nudit¡ revealing clothing and the display of undergarments is not appropriate.
2\ Sexual Reference
Depiction of sexual activit¡ sexual gestures, symbolic sexual references, sexual dialogue
or innuendo is not acceptable.
3) Violence
Intense or realistic-looking violence is not permitted. Violent instances will be evaluated
in context on a case-by-case basis. Content containing extensive and detailed instruction in the
use of harmful devices/weapons or that describe imitable techniques are not appropriate for use.
4) Drugs
Illegal drugs, drug use, drug paraphemalia, symbolic gestures that may refer to drug use
or the symbols that represent illegal drugs are not acceptable. Images, dialogue or overall themes
that may be considered insensitive, crude, irreverent, or shocking are not acceptable.
5) Language
Strong langtage, including offensive slang, suggestive dialogue, innuendo, and double
entendre is not acceptable. Also, the hand gestures that represent various offensive words are not
permitted. References of a personal nature (i.e. body or bodily function) are not appropriate.
Words of questionable taste are not acceptable.
Page l0 of 1 1
6) Religion / Sacrilege
Content is strictly evaluated with sensitivity towards the religious beliefs, views, and
diversity of the largest possible audience. Blasphem¡ mockery, aggression or irreverence
towards religious institutions or the icons or symbols that represent them is not acceptable.
7) Symbols of the Occult
666, Satan, pentagrams, etc., aÍe not acceptable content.
8) Disparaging or I)emeaning
Content that may be considered offensive, demeaning and/or hurtful to a particular
individual or group of people is not acceptable. Content will not contain negative stereotypes or
demeaning images/dialogue that exploit or objectify based on gender, race or disability.
9) Gross or Tasteless
Images, dialogue or overall themes that may be considered insensitive, crude, irreverent
or shocking are not acceptable.
10) Tobacco, Alcohol
Depiction of tobacco and alcohol use and signage is highly restricted and requires special
approval.
11) Anti-Social Behavior
Content that involves a strong depiction of illegal, reckless, or problematic behavior
without negative consequences, punishment or proper resolution will not be used. In addition,
elements that are highly imitable and pose a health risk will not be used.
Page ll ofll
EXHIBIT "C"
FAA
Airports
ASSURANCES
A. General.
l.These assurances shall be complied with in the perfounance of gl'ant agleements for
airport developnent, airport plaruring, and noise compatibility plogram grants for
airpolt sponsors.
These assurances are required to be submitted as part of ttre project application by
sponsors requesting funds under the provisions of Title 49, U.S.c., subtitle vll, as
amended. As used herein, the tenn "public agency sponsor" means a public agency
with conh'ol of a public-use aþotfi the term "pdvate sponsor" means a private owner
of a public-use afupolt; ancl the term "sponsor" includes both public agency sponsors
and private sponsors.
Upon acceptance of this grant offer by the sponsor, these assurances are incorporated
in ancl become part of this grant agreement.
B. Duration and Applicability.
l. Airport development or Noise Compatibility Program Projects Uuclertalcen by a
PublÍc Agency Spousor.
The terms, conditions and assurances of this grant agreement shall remain in full
force ancl effect throughout the useful life of the facilities clevelopecl or equiprnent
acquired for an aitpott development or noise compatibility progranr project, or
throughout the usefi.rl life of the project items installed within a facility under a noise
compatibility program project, but in any event not to exceed twenty (20) years frorn
the clate of acceptattce of a grant offer of Federal funds for the project However,
there shall be no limit on the duration of the assurances regarding Exchsive Rights
and Aþort Revenue so long as the airport is used as an airport. There shall be no
limít on the duration of the terms, conditions, and assurances with respect to real
property acquired with federal filnds. Furthermore, the duration of the Civil Rights
asslu?nce shall be specified in the assurances.
2. Airport Ileveloptnent ot' Noise Compatibility Projects Undertaken by a Private
Sponsor.
The pleceding para$aph l also applies to a private sponsol'except that the usef,rl life
of project items installecl within a facility or the usefill life of the facilities cleveloped
or eclttipmeut acquired ttncler an airport clevelopment or n<lise cornpatibility progra1n
project shall be no less than ten (10) years frorn the date of acceptance of Federal aid
for the project.
2.
3.
Airport Sponsor Assurances 3/2014 Page I of20
3. Airport Planning Undertaken by a Sporrsor.
Unless otherwise specified in this gmnt agreement, only Assurances 1,2,3,5,6, 13,
18,25,30,32,33, and 34 in Section C apply to planning projects. The terms,
conditions, and assurances of this grant agreement shall remain in firll lorce and effect
during the life of the ploject; there shall be no limit on the duration of the assurances
regarding Aþort Revenue so long as the airport is used as an airport.
C. Sponsor Certifïcation.
The sponsor heleby assures and certifies, with respect to this grant that:
l General Federal Requirements.
It will comply with all applicable Federal laws, regulations, executive ordels,
policies, guidelines, and requirements as they relate to the application, acceptance and
use of Federal funcls for this project including but not limitecl to the following:
Fcderal Legislation
a. Title 49, U.S.C., subtitle VII, as amencled.
lr. Davis-Bacon Act - 40 U.S.C. 276(a\, et seq,r
c. Federal Fail Labor Stanclarcls Act - 29 U.S.C. 201, et secL
d. Hatch Act- 5 U.S.C. 1501, et secl,2
e. Uniform Relocation Assistance and Real Property Acquisition Policies Act of
1970 Title 42U.5.C.4601, et seq.l 2
f. National Historic Preservation Act of 1966 - Section 106 - 16 U,S.C. 470(Ð.1
g. Archeological and Historic Preservation Act of 1974 - 16 U.S,C, 469 tfuough
469c.1
h. Native Americans Grave Repatriation Act - 25 U.S,C, Section 3001, et seq,i. Clean Air Act, P.L. 90-148, as amencled.j. Coastal Zone Management Act, P.L. 93-205, as amendecl.
k. Flood Disaster Protection Act of 1973 - Section t}2(a) - 42 U.S.C, 4012a.1L Title 49, U.S.C., Section 303, (fonnerly known as Section 4(f))
m. Rehabilitation Act of 1973 - 29 U,S.C, 794.
n. Title VI of the Civil Rights Act ofl 1964 (42 U.S.C. ti 2000d et seq., 78 stat.252)
(prohibits discrimination on the basis of race, color, national origin);
o. Americans with Disabilities Act of 1990, as amended, (42 U.S.C, g 12101 et
seq.), prohibits discrimination on the basis of disability).
p. Age Disorimination Act of 1975 - 42 U,S.C. 6101, et seq,
q. Arnedcan lnclian Religious Freedom Act, P.L. 95-341, as arnended.
r'. Architechrral Barriers Act of 1968 -42 U.S.C. 4151, et seq.l
s. Porver plant ancl Inclustrial Fuel Use Act of 1978 - Section 403- 2 U.S.C. 83ß.1t. Contract Work ÉIours ancl Safety Stanclalcls Act - 40 U.S.C, 327, et seq.l
u. Copeland Anti-kiclcback Act - l8 U.S.C. 874. t
v. National Envilonmental Policy Act of 1969 - 42 U.S.C. 4321, ct seq.l
w. Wild ancl Scenic Rivers Act, P.L. 90-542, as amended,
x. Single Audit Act of 1984 - 3l U.S.C. 7501, et seo.2y. Drug-Free Worþlace Act of 1988 - 4l U.S.C. 702 throughT}í.
Airporl Sponsor Assuranccs J/2014 Pagc 2 of 20
a.
b.
c.
d.
e.
z. The Federal Funding Accountability ancl Transparency Act of 2006, as amencled
(Pub. L. 109-282, as amencled by section 6202 ofPtb. L. llO-ZSZ).
Executive Orders
Executive Order' 1 1246 - Equal Ernploynent Opportr-rnityl
Executive Order I 1990 - Protection of ÏVetlands
Executive Order 11998 - Flood Plain Management
Executive order L2372 - fntelgovernmental Review of Federal prcgmms
Executive order 12699 - Seismic safety of Federal and Feclerally Assisted New
Building Constructiont '
Executive Order 12898 - Environmental Justice
a. 2 CFR Part 180 - OMB Guidelines to Agencies on Gover¡mentwicle Debarment
and Suspension (Nonprocurement).
b. 2 cFR Part 200, uniform Aclministrative Requirerueqts, cost principles, and
Audit Requirenrents for Fecleral Awards. IOMB Circular A-87 Cost Principles
Applicable to Grants and Conttacts with state and Local Covernments, and Oivfg
Circular A-133 - Audits of States, Local Govemments, ancl Non-profit
Organizationsl.4'5' 6
c. 2 CFR Part 1200 - Nonprocurernent Suspension and Debannentd. 14 cFRPart 13 - Investigative and Enforcementprocedures14 cFR part 16 -
Rt¡les of Practice For Feclerally Assisted Airport Enforcement Proceeclings.e. 14 CFRPart 150 - Airport noise compatibilityplanning.f. 28 CFR Part 35- Discrimination on the Basis ofDisabilify in State and Local
Government Seruices.
g' 28 CFR $ 50.3 - U.S. Department of Justice Guidelines for Enforpement of Title
vI of the civil Rights Act of 1964.
h. 29 CFR Part I - Procedures fol prcdetermination of wage rates.li. 29 CFR Part 3 - Contractors and subconhactors on public building ol public work
financed in whole or part by loans or grznts fi.om the United States.rj. 29 CFR Part 5 - Labor standarcls provisions applicable to contracts covering
fedet'ally financed and assisted construction (also labor standards provisions
applicable to non-construction contracts subject to the Contract Wolk Hours and
Safety Stanclards Act). I
k. 41 cFR Part 60 - office of Fecleral contract compliance proglams, Equal
Employment Opportunity,.Deparhnent of Labor'(Federal and federally assisted
contracting reclu i rements). I
L. 49 CFR Palt I B - Uniform ach-ninistrative lec¡uirements for gmnts and cooperative
agreements to state and local governmeuts.'
rr. 49 CFR Palt 20 - New restrictions on lobbying.
n. 49 CFR Palt 2l - Nondiscrirnination in federally-assistecl progmrns of the
Department of Tt'ansportation - effectuation of Title VI of the Civil Rights Act of
1964.
o. 49 CFR Part23 - Participation by Disadvantage Business Enterprise in Airport
Concessions.
Air¡lort Sponsor Assur¿nccs 3/20 [4 Page3 of20
p' 49 CFR Part24 -Uniform Relocation Assistance and Real Property Acquisition
for Fedelal ancl Federally Assisted Prograrns.l 2
q. 49 CFR Parf.26 - Participation by Disadvautaged Business Enterprises in
Department of Transporta tion Pro grams,
r'. 49 CFR Part?7 - Nondiscrimination on the Basis of Handicap in Programs ancl
Activities Receivíng or Benefiting from Federal Financial Assistance.ls. 49 CFR Part 28 - Enfotcement of Nondiscrimination on the Basis of Handicap in
Plograms or Activities conducted by the Depaftment of Transpoltation.t. 49 CFR Part 30 - Denial of public wo¡ks contracts to supplíers of goocls and
services of countries that cleny procurement market access to U.S. contractors.
tr. 49 CFR Part32 - Govemmentwide Requirements for Drug-Free Workplace
(Financial Assistance)
v. 49 CFR Paú37 - Transportation Services for Individuals with Disal¡ilities
(ADA).
w. 49 CFR Part 4l - Seisrnic safety of Federal and federally assisted or regulated
new builclíng construction.
Specific Assuranccs
Specific assurances recluired to be iucluded in grant agreeme nts by any of the above
laws, regulations or circulars are incorporated by rcfelence in this grant agreement,
Footnotes to Assurance C.1.
I
1
3
These laws do not apply to airport planning sponsors.
These laws do not apply to private sponsors.
49 cFR Part 18 and 2 CFR Part200 contain requirernents for state and Local
Govemments receiving Federal assistance. Any requirernent levied upon state
and Local Governments by this regrlation and circular shall also be applicabte
to private sponsors leceiving Federal assistance uncler Title 49, United States
Code,
on December 26,2013 at 78 FR 78590, the office of Management and Buclget
(ol\48) issued the unifornl Administrative Rec¡uirements, cost principles, and
Audit Requircments for Federal Awards in 2 cFR Part 200. 2 cFR part 200
replaces and combines the former unifonn Admfuristrative Requirements for
Grants (OMB Circular A-102 and Circular A-l t0 or 2 CFR part 215 or
cilcular) as well as the cost Principles (circulars A-21 or 2 cFR part 220;
ci-rctrlar A-87 or 2 cFR part225; and A-122,2 cFR parr 230). Adclitionally it
t'eplaces Cilculal A-133 gtriclance on the Single Annual Audit. In accordance
with 2 CFR section 200.1 10, the stanclards set forth in Part 200 which affect
administration of Federal awards issuecl by Federal agencies becolne elfective
once implemented by Fecleral agencies or when any future amendment to this
Part becornes final. Federal agencies, including the Department of
Transportation, rnust implerneut the policies ancl procedures applicable to
Federal awards by prornulgating a regulation to be effective by December 26,
2014 unless different provisions are required by stahrte or approvecl by oMB.
Airporl Sponsor i\ssuranccs 3/20 I 4 Page 4 ol 20
s Cost principles established in 2 CFR part2}}subpart E must be used as
guidelines for determining the eligibility of specif,rc types of expenses.
6 Audit requircments established in 2 CFR part 200 subpart F are the guidelines
for audits.
2. Rcsponsibility and Authority of the Sponsor.
a. Public Agency Sponsor:
It has legal authority to apply for this grant, and to finance and carry out the proposed
project; that a tesolution, motion or similar action has beeu duly adopted or passed as
an off,rcial act of the applicant's governing bocly authorizing the filing of the
application, inchrcling all understandings ancl assurances contained tþerein, ancl
directing and authorizing the person identified as the offìcial representative of the
applicant to act in connection rvith the application and to provide such adclitional
infonnation as rnay be requiled.
b. Private Sponsor':
It has legal authority to apply for this grant ancl to finance and cany out the proposed
project ancl comply with all tems, conditions, and assurances of this grant agreement.
It shall designate an official representative and shall in writing dilect ancl authorjze
that person to file this application, including alI understandings and assul'ances
contained therein; to act in connection with this application; ancl to provicle such
additional information as may be required.
3. Sponsor Fund Availability.
It has sufficient funds available for that portion of the project costs which are not to
be paid by the United States. It has sufficient funds available to assure operation and
rnaintenance of items funded undel this grant agreernent which it will own or conhol.
4. Good Title.
a. It, a public agency or the Federal governrnent, hotcls good title, satisfactory to the
Secretary, to the landing area of the airport or site theleof, or will give assurance
satisfactory to the Secretary that good title will be acquired.
b. For noise cornpatibility progr"tn projects to lre carded out on the property of the
sponsor, it holds good title satisfactory to the Secletary to that portio¡ of flie
ptoperty upon wlrich Feclel'al ftlnds will be expended or rvill give assu¡ance to the
Secretary that goocl title will be obtainecl.
5. Preserving Rights and Porvers.
a. tt will not take or petmit any action which would operate to depdve it of any of
the rìghts and powers necessaly to pelfolrn any or all of the tenrs, conclitions, ancl
¿ìsstlrances in this glant agt'eement without the rvritten apploval of the Secretar-¡
ancl will act promptly to acquile, extinguish or rnocli$r any outstancling rights or
claitns of right of others which would interfere wíth such perlomrancc by the
sponsor. This shall be done in a manner acceptable to the Secretary,
Air¡rorl Sponsor Assurunces 3/2014 Page 5 of 20
b. It will not sell, lease, encumber, or otherwise transfer or dispose of any part of its
title or other intelests in the property shown on Exhibít A to this application or;
for a noise compatibility progmm project, that portion of the property upon which
Federal ñ¡nds luve been expended, for the duration of the terms, conditions, and
assurances in this gtant ag'eement without approval by the Secretary. If the
transfeLee is found by the Secretary to be eligible under Title 49, United States
Code, to assume the obligations of this grant agreernent and to have the power,
authority, and financial resources to cany out all such obligations, the sponsor
shall insert in the contract or document transfering or disposing of the sponsor's
intet'est, ancl make binding rrpon the transferee all of the terms, conditions, and
asslll'ances contained in this gmnt agreement,
c. For all noise cotnpatibility program projects which al'e to be carriecl out by
another unit of local govemment or are on properry owned by a unit of local
govemrnent other than the sponsor, it will enter into an agreement with that
government, Except as otherwise specified by the Secretary, that agreement shall
obligate that govemment to the same terms, conclitions, and assulances that woukl
be applicable to it if it applied clirectly to the FAA for a grant to undertake the
noise compatibilityprograrn project. That agreement ancl changes thereto must be
satisfactory to the Secretary. It will take steps to enforce this agreemenÊ against
the local governrnent if there is substantial non-compliance with the tems of the
agreement.
d. For noise compatibility program projects to be carried out on privately owned
property, it will enter ínto an agreement with the owner of that property which
includes provisions specif,red by the Secretary. It will take steps to enforce this
agrcement against the property owner whenever there is substantial non-
compliance with the tenns of the agreement.
e. If the sponsol is a private sponsor, it will take steps satislactory to the Secretary to
ensure that the aiport will continue to function as a public-use airpolt in
accordance with these assrlrances fol the duration of these assurances.
f. If an arrangement is macle for management and operation of the airport by any
agency or person other than the sponsor or an employee of the sponsor, the
sponsor will reserve sufficient rights and authority to insure that the airport will
be opei-ated ancl rnaintained in accordance Title 49, United States Cocle, the
regulations and the terms, conditions and assurances ilr this grant agrcement and
shall insure that such alrangement also requires conrpliance therewith.
g. Sponsors of corrunercial selvice aþorts will not pemrit or enter into any
arrangement that results in pennission for thc owner ol tenant of a pro¡relty usecl
as a resiclence, or zoned f.or residential use, to taxi an aircraft belweerr that
properly and any location on airport. Sponsots of general aviation airports
entelirrg into any arrangement that results in pennission for the owner of
lesidential real property adjacent to or neal the airport rnust comply with the
requirenents of Sec. 136 of Public Law l12-95 and the sponsor assuraltces.
i\iqrort Sponsor Assurances 3/2014 Page 6 ol 20
6. Consistency rvith Local Plaus.
The project is reasonably consistent with plans (existing at the time of submission of
this application) of public agencies that are autho¡ized by the State in which the
project is located to plan for the development of the a¡ea surrounding the airport.
7. Co¡rsideration of Local Interest.
It has given fair consideration to the interest of comrntmities in or neil where the
project may be located.
8. Consultation rvith Users.
In rnaking a decision to undertalce any airpolt clevelopment project undel Title 49,
United States Code, it has undertakenreasonable consultations with affected parties
using the airport at which project is proposed.
9. Public HearÍngs.
In projects involving the location of an aitport, an airport nurway, ol a major runway
extension, it has affotded the opportunity fot public hearings fol the purpose of
considering the economic, social, and environmental effects of the airpolt orrunway
location and its consistency with goals and objectives of such planning as has been
catried out by the community and it shall, when lequested by the Secretary, submit a
copy of the transcdpt of such hearings to the Secretary. Further, for such plojects, it
has on its management board either voting representation fìom the communities
where the ptoject is locaterl or has advised thc cornmunities that they have the right to
petition the Secretary concerning a proposcd project.
10. Metropolitan Planning Organization.
In projects involving the location of an airpolt, an airport runryay, or a major runway
extension at a ¡nedium ot'large hub airport, the sponsol has made available to and has
provicled upon request to the rnetropolitan planning olganization in the area in which
the airport is locatecl, if any, a copy of the proposed amendment to the airport layout
plan to depict the project and a copy of any airport master plan in which the project is
described or clepicted.
1 L Pavement Preyentive Nlaintcnnuce.
Witlr respect to a project apprcvecl after January I, 1995, for the replacement or
reconstruction of ¡ravement at the airport, it assurcs or certifies that it has
impletnented an effective airpod pavement maintenance-management prograrn and it
assrìles that it will use such plogram for the useful life of any pavernent constructecl,
reconstructecl or repairecl with Fecleral financial assistance at the airport. It will
provide such reports on pavement condition and pavernent rnanagement programs as
the Secretary deternrines may be useful.
[ 2. Ternriual Devclopment Prerequisi tes.
For projects which include terminal developrnent at a public use airpolt, as defined in
Title 49, it has, ou the date of submittal of the project grant applicatiou, all the safety
ecluipmentrequired forcertificationof such airportunclersection 44706 of Title49,
United States Cocle, ancl all the security equiprnent required by rule or regulation, and
Airpof Sponsor Âssuranccs 3/2014 Page 7 of 20
has provided for access to the passenger enplaning and deplaning area ofsuch airport
to passengers enplaning ancl deplarrfurg from aircraft other than air carriel aircraft.
13. Accounting System, Audif, and Record Keeping RequÍrenrents.
a. It shall lceep all project accounts ancl ¡ecords which fully disclose the amount and
disposition by the recipient of the proceeds of this grant, the total cost of the
project in connection with which this grant is given or used, and the amount or
nature of that portion of the cost of the project supplied by other soulces, and such
other financial records pertinent to the project. The accounts and records shall be
kept in accotdance with an accounting system that will lacilitate an effective audit
in accordance with the Single Audit Act of 1984.
b. It shall malce available to the Secretary and the Comptroller General of the United
States, or any of theil duly authorizecl representatives, for the purpose of audit ancl
examination, any books, docutnents, papel's, ancl records of the recipient that are
pertinent to this grant.'The Secretary may require that an appropriate audit be
conductecl by a recþient. In any case in rvhich an independent audit is nrade of the
accounts of a sponsot'relating to the disposition of the proceeds of a gmnt or
relating to the project in connection with which this grant was given or usecl, it
shall file a certified copy of such auclit with the Comptlollel General of the United
States not later than six (6) rnonths following the close of the frscal year for which
the audit was made.
14. Minimurn Wage Rates.
It shall include, fur all contracts in exccss of $2,000 for work on any projects funded
under this grant agreement which involve labor, provisions establishing rninimum
rates of wages, to be predetennined by the Secreta'ry of Labor, in accordance with the
Davis-Bacon Act, as amencled (40 U.S.C. 276a-276a-5), which contracto¡s shall pay
to skilled and unskillecl labor, ancl such minirnum rates shall be stated in the invitation
for bids and shall be included in proposals or bids tbr the work.
1 5. Veterants Prefereuce.
It shall include in all contracts for woLk on any project funded uncler this grant
agreement which involve labor, suclt pt'ovisions as are necessaty to insure that, in the
employment of labor (except iu executive, adrninistrative, and supervisory positions),
prcference shall be given to viehram era veterans, Persian Gulf veterans,
Afghanistan-L'aq war veterans, disable<l veterans, and small business concelrs ownecl
and conttolled by disablecl veterans as defined in Section 47112 of Title 49, United
States Code. However, this preference shall apply only where the in<livich¡als are
available ancl qualified to pelfonn the worlc to which the ernploynent relates.
16. Conformíty to Plans and Spccificatious.
[t will execute the project subjcct to plans, specihcations, and schedules approvecl by
the Secretary, Such plans, specifications, and scheduies shall be subnritted to the
secretary prior to cornmencelnent of site preparation, constnrction, or.other
perfounance under this gl'ant agreement, and, upon approval of the Secretary, shall þe
incorporated into this grant agreement. Any rnodification to the approved plans,
Airport Sponsor Assurances l/2014 l'agc I of20
specifications, and schedules shall also be subject to apploval of the Secletary, and
incorporated into thís grant agreement.
17. Construction Inspection and Approval.
It will plovide and maintain competent technical supewision at the construction site
thloughout the project to assure that the work conforrns to the plans, specifications,
and schedules approved by the secretary for the project. It shall subject the
construction worlc on any project contained in an approved project application to
inspection and approval by the Secretary and such work shall be in accordance with
regulations and procedurcs prcscribed by the secretary. such regulations and
procedures shall require such cost and prcgress reporting by the sponsor or sponsors
ofsuch project as the Secretary shall cleem necessary.
18. Planning Projects.
In caruying out planning projects:
a. It will execute the project ìn accorclance rvith the approved proglam naffative
contained in the project application or with the modif,rcations similarly approved.
b. It will furnish the Secretary with such periodic reports as requiled pertaining to
the planning project ancl plaming work activities.
c. It will include in all published uraterial prepared in connection with the planning
ptoject a notice that the materjal was prepared under a grant plovided by the
United States.
d. It will make such material available fot examination by the public, and agt'ces that
no material ptepared with funds undel this project shall be subject to copyright in
the United States or any other country.
e, It will give the Sectetary uruestricted authority to publish, clisclose, clistribute, and
otherwise use any of the material prepared in co¡nection with this glant.
f,, It will grant the Secretary the right to disapprove the sponsor's employment of
specif,rc consultants and their subcontractors to do all or any part ofthis project as
well as the liglrt to disapprove the proposed scope and cost of professional
seryices.
g. It will grant the Secretaly the right to disapprove the trse of the sponsor''s
ernployees to do all or any palt of the project.
h. It ttnclerstands and agrces that thc Secretary's approval of this project grant or. the
Secretary's approval of any planning material cleveloped as part of ttús gta¡t does
not constifute or imply ¿ìny assurance or colnmitment on the palt of the Secretary
to approve any pendiug or future application f'or a Feclerzl airpolt grant.
19, Operation and Maintenance.
a. The airport and all facilities which are necessary to serve the aeronautical users of
the aitport, othet than facilities owned or controlled by the Unitecl States, shall be
operated at all times in a safe and serviceable condition ancl in accordance with
the rninimurn standarcls as may tre required or prescribed by applicable Federal,
Airport Sponsor Assurancs.s 3/20 f 4 I'age 9 of 20
state and local agencies for rnaintenance and operation. It will not cause or.pennit
any acTivíty or action thereon which would interfere with its use for airport
pulposes. It will suitably operate and maintain the airport and all facilities the¡eon
or connected therewith, with due regard to clirnatic and flood conditions. Any
proposal to temporarily close the airport for non-aeronautical pulposes rnust hrst
be apptovett by the Secretaty. In fi;rtherance of this assulance, the sponsor will
have in effect anangements for-
l) operating the airport's aeronautical facilities whenever required;
2) Promptly marking and lighting hazards resulting fiom airport conditions,
including temporary conclitions; and
3) Promptly notifuing aitmen of any condition affecting aeronautical use of the
airport, Nothing contained herein shall be conshr¡ed to requile that tlre airport
be opelated for aetonautical use during temporary periods when snow, flood
o¡ other climatic conditions interfere with such operation and maintenance.
Further; nothing herein shall be construed as requiring the rnaintenatrce,
repair; restoration, or replacement of any struchrre or facility which is
substantially danragecl ol destroyed due to an act of God ol'othel'condition or
circumstance beyond the control of the sponsor,
b, It will suitably operate and maintain noise cornpatibility program items that it
owns or controls upon which Federal funcls have been expended.
20. Hazard, Removal aud Mitigation.
It will take appropriate action to assure that such tenninal airspace as is requir.ed to
ptotect inshument and visual operations to the airport (including established
minimurn flight altitudes) will be adequately cleared and protected by removing,
lowerittg, relocating, marking, or lighting ol otherwise rnitigating existing aiLport
hazatds and by pleventing the establishment or creation of future airport hazards.
21. Compatible Land Usc.
It will take appropriate action, to the extent reasonable, inclucling the acloption of
zoninglaws, to ¡'estrict the use of land adjacent to or in the irnmecliate vicinity of the
airport to activities and purposes compatible with nomral airport operations, inclucling
landing and takeoff of aircraft. In adclition, if the project is fornoise compatibility
program implernentation, it will not cause ol'pennit any change in land use, within its
jurisdiction, that rvill recluce its compatibility, with respect to the airport, of the noise
compatibility progl'am measures upon which Fecleral funcls have bee¡ expencled.
22. Econotnic Nondiscrimínation.
a. It will rnake the aiqport available as an airport for public use or I'easonable tenns
and without unjust cliscríurination to all types, kinds and classes of aelonautical
activities, inclLrding comttrercial aeronautical activities offering services to the
public at the airport.
b. In any agreet'ttent, contmct, lease, or other arrangement unde¡ which a right or
privilege at the airpolt is grantecl to any person, firm, or corpolation to conduct or
Airpori Sponsor Assurances 3/20 I 4 Page I 0 of20
to engage in any aeronautícal activity for furnishing seruices to the public at the
aitport, the sponsor will insert and enforce provisions rcquiring the contractor to-
1) furnish said seryices on a l'easonable, and not unjustly disclirninatoty, basis to
all users theleof, and
2) charge rcasonable, and not unjustly discriminatory, prices for each unit or
selice, plovicled that the contractor may be allowed to rnake reasonable and
nondiscrirninatory discounts, rebates, or other similar types of price reductions
to voluure purchasers.
c. Each fixed-based operatot at the airport shall be subject to the same rates, fees,
reutals, and other charges as are tmiformly applicable to all other fixecl-based
operators making the same or similar uses of such airpolt and utilizirrg the same
or sirnilar facilities.
d, Each ail canier using such airpoft shall have the right to service itself or to use
any fixed-based operator that is authorizecl or permitted by the airport to serve âny
ail carrier a[ such airport.
e. Each air carrier using such airport (whether as a tenant, non-tenant, or subtenant
of another air cauier tenant) shall l¡e subject to such noncliscrirninatory ancl
substantially comparable rules, regulations, conditions, rates, fees, rentals, and
other charges with rcspect to facilities directly and substantially related to
providing air transportation as ale applicable to all such ail car:rierc rvhich make
similar use of such airpoü ancl utilize sirnilar facilities, subject to reasonable
classifications such as tenants or non-tenants and signatory carriers and non-
signatory cat'riers. Classihcation or status as tenant or signatory shall not be
urueasonably withheld by any airport plovided an air carrier assumes obligations
substantially sirnilar to those already imposed on air carriers in such classification
or status.
f. It will not exercise or grant any Líght or privilege which operates to prevent any
person, fim, or corporation operating aircraft on the ailport flom perfouning any
services on its own aircraft with its own employees [including, but not limited to
maintenance, LepaiL, and fueling] that it may choose to perform.
g. In the event the sponsol itself exercises any of the rights and privileges refened to
in this assul'ance, the services involvecl will be providecl on the sarne conditions as
would apply to the furnishing of such services by cornrnercial aelonautical service
providers authorized by the spotÌsor under these provisions.
h. The sponsot'rnay establish such reasonable, and not unjustly discdminatory,
conditions to be met by all users of the airport as may be necessary 1ìlr the saf'e
ancl efficient operation of tlie airport.
i. The sponsor may prohibit or lirriit any given ty¡re, kind or class of acronautical
use of the airport if such aetion is necessary fol the safe opelation o f the airpor t or
necessary to serye the civil aviation needs of the public.
Airporl Sponsor Assuranccs 3/20 I 4 l'agc I I ol'20
23. Exclusive Rights.
It will permít no exclusive right for the use of the airport by any person providing, or
intending to provide, aeronautical services to the public. For purposes of this
paragmph, the providing of the services at an airport by a single hxed-based operator
shall not be construed as an exclusive right if both of the following apply:
a. [t would l¡e urueasonably costl¡ bt¡rdensome, or impractical for more than one
hxed-based operator to provide such services, and
b. If allowing mole than one fixed-basecl operator to provide such services woulcl
require the reductiou oIspace leased purctrant to an existi¡rg agreement between
such single fixed-based operator aud such airport. [t further agrees that it will not,
either dilectly or indirectly, grant ol permit any person, -firm, ol corporation, the
exclusive right at the airport to concluct any aeronautical activities, inclucling, but
not limited to chalter flights, pilot training, ailcraft rental and sightseeing, aerial
photography, clop dusting, aerial advertising and surveying, air cariel operations,
ailcraft sales ancl serices, sale of aviation pekoleum proclucts ivhether or not
conducted in conjunction with other aeronautical activity, repail and maintenance
of ailcraft, sale of airclaft palts, and any other activities whioh because of theil
dilect relationship to the operation ofaircraft can be regarded as au aeronautical
activily, and that it will terminate any exclusive right to conduct an aeronautical
activity now existing at such an airpolt before the grant of any assistance under
Title 49, United States Code.
24. Fee and Rental Structure.
It will maintain a fee ancl rental structure fol the facilities ancl seryices at the airport
which will make the airport as selÊsustaining as possible uncler the circumstances
existing at the particular airpoft, taking into account such factors as the volume of
traffic and economy of collection, No part of the Fecleral share of an airport
development, airyort planning or noise cornpatibility project for which a grant is
made under Title 49, United States Cocle, the Aþort and Airway Improvement Act
of 1982, the Federal Airport Act or the Airport ancl Airway Developrnent Act of 1970
shall be includecl in the rate basis in establishirrg fees, rates, and chalges for users o I
that airport.
25, Airport Reyenues.
a. All revenues generated by the airport ancl any local taxes on aviation fuel
established aflter December 30, 1987, will be expenderl by it for the capital or'
operating costs of the airport the local airport system; or other local facilities
which are owned ot'operated by the owner or operator of the airport and which
are dilectly ancl substantially lelatecl to the actual air transportation of passengers
or property; ot fot' noise mitigation purposes on or off the airport, The following
exceptions apply to this paragraph;
l) If covenants oL assurances in debt obligations issued before September 3,
1982,by the ownet or operator of the airport, or provisions enacted befbre
September 3, 1982, in governing statutes controlling the owner or operator's
financing, plovide for the use of the revenues fiom any of the airport owner or
Airporf Sponsor Assurances 3/2014 l¡age l2 of20
opemtorrs facilities, including the airport, to support not only the airpoú but
also the airport otvner or operator's general debt obligations or other facilities,
then this limitation on the use of all revenues genelated by the airport (and, in
the case of a public airport, local taxes on avíation fuel) shall not apply,
2) If the Secretary approves the sale of a plivately owned ai¡port to a public
sponsor and provides furrcling for any portion of the public sponsor,s
acquisition of land, this limitation on the use of all revenues generated by the
sale shall not apply to certain proceeds fi'om the sale. This is conditioned on
repayment to the Secretary by the private owner of an amount equal to the
Iemaining rtnamortized portion (amoltized ovela 2}-year period) of a¡y
airport ilrprovement grant rnade to the private owrler for any potpor" oihq
than lancl acquisition on ot'after October l, 1996, plus an âmount equal to the
federal share of the cument fair market value of any lancl acquired with an
aþort itnplovetnent grant made to that airport on or aftet October- l, 1996.
3) Certain revenrte derived fiom or generated by nrineral extraction, production,
lease, or other means at a general aviation ai4lort (as definecl at Section 47102
of title 49 United States Cocle), if the FAA detennines the airport sponsor
rneets the tequirements set forth in sec. 813 of public Law I l2-gs.
b. As part of the annual auditreqr-rired undel the single Audit Act of 1984, t¡e
sponsor will direct that the audit will review, and the resulting audit report will
plovide an opinion concetning, the use of airpor t revenue and taxes in par.ag¡aph
(a), and indicating whether funds paid or transferrecl to the owner or operator are
paicl or tmnsferred in a manner consistent with Title 49, Unitscl States Code ancl
any other applicable ptovision of law, including any regulation promulgated by
the Secretary ol Administrator.,
c. Any civ.il penalties or otlter sanctions will be imposecl t'or violation of this
assuranco in accorclance with the provisions of Sectio ¡ 47107 of Title 49, United
States Cocle.
26. Reports and Inspections.
It will:
a. submit to the Secretary such arutual or special financial and operations reports as
tlte Sectetary may reasonal:ly request ancl rnake such reports available to the
public; make available to the public at reâsollable times and places a report of thc
airport budget in a fonnat prescr.ibecl by the Secr.etary;
b' for airport clevelopment projects, uralce the airport and all airpolt recorcls ancl
clocuments affecting the airpolt, inchrding cleecls, leases, operation and use
agl'eelnents, tegulations and otl'rel instruntents, available for irrspectiol þy ar1y
duly authorizecl agent of the Secretary upon reasonable reqtrest;
c. for noise contpatibility progranr ptojects, make recorcls and clocuments relating to
tlie project ancl contintted cornpliance rvith the tenns, conditions, ancl assurances
of this grant agreement including deeds, leases, agreeluents, regulations, ancl other
instruments, available for inspection by any ctuly authorized agent of the Secretary
upon reasonable request; and
Airport Sponsor Assurances J/20 I 4 Pogc l3 ol'20
d. in a format and time prescribed by the Secretary, provide to the Secretary and
make available to the public following each of its fiscal years, an annual report
listing in detail:
l) all amounts paid by the airport to any other unit of govemment and the
putposes for which each such payment was made; and
2) all selices and property provided by the airport to other units of government
and the amount of compensation received for provision of each such service
and property.
27. Use by Government Aircraft.
It will make available all of the facilities of the airport developed with Federal
financial assistance and all those usable for landing and takeoff of ai¡craft to the
United States for use by Government aircraft in comrnon with other aircraft at all
times without chatge, except, if the use by Government aircraft is substantial, charge
may be made for a reasonable share, proportional to such use, fot the cost of
operating and rnaintaining the facilities used. Unless otherwise determinecl þy the
Secretary or othe¡wise agreed to by the sponsor and the using agency, substantial use
of an airport by Governrnent aircraft will be conside¡ed to exist when operations of
such aircraft are in excess of those which, in the opinion of the Secretary, would
unduly interfere with use of the landing areas by other authorized aircraft, or.during
any calendar month that -
a. Five (5) or more Government aircraft ale.regularly basecl at the airport or on land
adjacent thereto; or
b. The total number of movements (counting each landíng as a movement) of
Government airpraft is 300 or lnore, or the grcss accumulative weight of
Government ailctaft using the airport (the total lnovement of Government airrcr.aft
multiplied by gross weights of such aircraft) is in excess of five million pounds.
28. Lald for Federal Facilities.
It will fuinish without cost to the Federal Government for use in connection with any
air traffic conhol or air navigation activities, or weather-reporting and communication
activities related to ail trafhc control, any areas of land or water, ol estate ther-ein, or
rights in buildings of the sponsor as the Secretary considers necessary or desirable for
construction, operation, ancl maintenance at Federal expense of space or facilities for
such purposes, Such areas or any portion thereof will be made available as provided
herein within four months aftel receipt of a written request from the Secretary.
29. Airport Layout Plau.
a. It will lceep up to date at all times an airport layout plan of the airport showing
1) boundaries of the airport and all proposecl additions thereto, together with the
boundaries of all offsite areas owned or conholled by the sponsor for airport
purposes and proposed adclitions thereto;
2) the location and nature of all existing and proposed airport facilities and
structures (such as runways, taxiways, aplons, tenninal buildings, hangars and
z\.içort Sponsor fusuranccs 32014 Page 14 of20
roads), including all proposecl extensions and reductions of existing airport
facilities;
3) the location of all existing and ptoposed nonaviation areas and of all existing
improvements thereon; and
4) allprcposed and existing access points used to taxi aircraft across the air.port's
pfoperty boundary. Such airport layout plans and each arnendment, revision,
oI modification thereof, shall be subject to the approval of the Secretary which
approval shall be evidenced by the signature ofa duly authorized
representative of the Secretaty on the face of the airyort layout plan. The
sponsor will not tnake or permit any changes or alterations in the airport or
any of its facilities which are not in confomriry with the airport layout plarr as
approved by the Secretary and which might, in the opinion of the Secretary,
adversely affect the safety, utility or eff,rciency of the airport.
b' If a change or alteration in the airpolt or the facilities is made which the Secretary
detennines adversely affects the safety, utiliry, or efficiency of any federally
owned, leased, or' ñrnded prcperty on or off the airport and which is 1ot in
confonnity rvith the aþort layout plan as approved by tlie Secretary, the ow¡er or
operator will, if requested, by the Secretary (l) elirninate such adverse effect in a
lnanner approved by the secretary; or' (2) bear all costs of relocating such
properfy (or replacement thereof) to a site acceptable to the Secretary and all costs
of restoring such propelty (or leplacement thereof) to the level of safety, ¡tility,
efficiency, and cost of opemtion existing before the unapproved change in the
airport or its facilities except in the case of a relocation or replacetnelt of an
existing airport f,acility due to a change in the Secretaly's design stanclards beyo¡cl
the control of the airpolt sponsor.
30. Cívil Riglrts.
It will promptly take any lneasures necessary to ensure that no person in the United
states shall, on the grouncls of race, creed, color, national oligin, sex) age, or.
clisability be excluded from participation in, be denied the benefits of, oi be othe¡wise
subjected to discrirnination in any activity conclucted with, or benefiting from, ftrnds
received from this grant.
a, Using the def,rnitions of activity, facility and program as found and defined in gg
2l .23 (b) arul 2l ,23 (e) of 49 CFR i) 2 I , the sporlsor will facilitate all pr.ogra¡rs,
operate all facilities, or conduct all programs in compliance with all non-
discrirnination recluiretrrents imposecl by, ol pursuant to thesc assurances.
b. Applicability
l) Prograrns ancl Activities. If the sponsor has receivecl a grant (or other federal
assistartce) f'ol atry of the sponsor's plograrn or activities, these requireme¡ts
extend to aìl of the sponsol.'s progfams and activities.
2) Facilities. Whele it receives a glant or other fecleral financial assistance to
construct, expand, renovate, remoclel, alter or acquire a facility, or par.t of a
faciliry, the assurance extends to the entire facility ancl facilities opérated in
connection therewith.
Airport Sponsor Âssu¡ances 3/20 I 4 Page fS of20
3) Real Property. Where the sponsor receives a gmnt or other Federal financial
assistance in the form of, or for the acquisition of real property or an interest
in real property, the assurance will extend to rights to space on, over, or uncler
such proper:ty.
c. Duration.
The sponsol agt'ees that it is obligatecl to this assurance for the peliod during
which Federal f,rnancial assistance is extended to the program, except where the
Federal financial assistance is to provide, or is in the form of personal propefty,
or real property, or intetest therein, or structures or improvements thereon, in
wlúch case tlre assurance obligates the sponsor', or any transferee for the longer of
the following periods:
l) So long as the airpor[ is used as an airport, or for anotller purpose involving
the provision of similar selices or benef,rts; or
2) So long as the sponsor retains ownership olpossession of the properly.
d. Required Solicitation Language. It will include the following notification in all
solicitations for bids, Requests For Proposals for work, or rnaterial under this
glant agreernent and in all proposals fol agreements, including aiqport
concessions, regardless of ftinding source:
"The Ae¡qsjrup4¡g), in accor-dance with the provisions of Title VI of the
Civil Rights Acr of t964 (78 Stat. 252, 4ZU.S.C, $$ 2000d ro 2000d-4) and the
Regulations, hereby notifies all bidders that it will affinnatively ensure that any
contract entered into pursuant to this aclvertísement, clisadvantagecl business
entetprises and airport concession disaclvantaged business enterprises will be
afforded full and fair opportuniry to submit bids in response to this invitation and
will not be discriminated against on the grcunds of race, color', or national origin
in consideration for au awarcl."
e. Required Contract Provisions.
1) It will inselt the non-discrimination contract clauses requiring cornpliance
with the acts and regulations relative to non-discrimination in Fedelally-
assisted programs of the DOT, and incorporating the acts and regulations into
the conhacts by reference in every contract or agreement snbject to the non-
discrimination in Fedelally-assisted plogl'ams of the DOT acts and
regulations,
2) It will include a list of the pertinerrt non-discrimination authorities in every
contract that is subject to the non-disclirnination acts and regulations.
3) It will insert nou-discrjmination contract clauses as il covenant running with
the land, in any deed flonr the United States effecting or recolcling a transfer
of real proporty, struchttes, use, ol'irnprovements thereon or intetest therein to
a sponsof.
4) It will insert non-discrimination contract clauses prohibiting discrimination on
the basis ofrace, color, national origin, creed, sex, age, orhanclicap as a
Airport Sponsor Assura¡rccs 3/20 l4 Page l6 of20
covenant running with the land, in any future deeds, leases, license, permits,
or similar instu¡ments entered into by the sponsor with other parties:
a) For the subsequent transfer of real property acquired or improved uncler
the applicable activity, project, or program; and
b) Fot the construction or use of, ol'access to, space on, ovel or under real
property acquired or improved uncler the applicable activity, project, or
plogram.
f. It will provide for such methods of aclministration fol the program as are found þy
the Secretary to give reasonable guarantee that it, other recipients, sub-recipients,
sub-grantees, contmctors, subcontractors, consultants, transferees, successots in
interest, ancl other participants of Federal frnaucial assistance under such proglatn
will comply with all requirements irnposed or pursuant to the acts, the legulations,
and this assulance.
g. It agrees that the United States has a right to seek juclicial enforcement with
regard to any lnatter arising under the acts, the legulations, ancl this assurance.
3 l. Disposal of Land.
a. For land purchasecl under a grant for aírpoft noise compatibility pulposes,
including lancl serving as a noise buffer, it will dispose of the land, when the larid
is no longer neeclecl for such pulposes, at fair market value, at the earliest
practicable tirne. That portion of the proceeds of such disposition which is
proportionate to the United States'share of acquisition of such land will be, at the
discretion of the Secretary, (l) reinvested in another project at the airpor! or (2)
transferrecl to another eligible aþort as prescribed by the secretary. The
Secretary shall give preference to the following, in descencling order, (l)
reinvestment in an apptoved noise cotnpatibility project, (2) reinvestment in an
approved project that is eligible for gt'ant firnding under Section 47117(e) of title
49 united states code, (3) reinvestment in an approved airport development
project that is eligible for grant funding under Sections 471 14,47115, or 47717 of
title 49 United States Code, (4) transfeued to an eligible sponsor of anorher public
airport to be reinvestecl in an approvecl noise compatibility project at that airpor.t,
and (5) paid to the Secretary for deposit in the Aþort and Airway Trust Fund. tf
lancl acquired uncler a grant lor noise cornpatibilily purposes is leased at fair
matket value and consistent with noise buffering pulposes, the lease will not be
considered a disposal of the land. Revenues derived fioln such a lease may be
used flor an approved airport developnrent project that rvoulcl otherwise be eligible
for grant funding or any pennittecl use oI airport revenue.
b. For land pulchascd uncler a grant ibr airpolt cleveloprneut purposes (othel tha¡
noise compatibility), it will, when the land is no longer needed for airpor.t
plìlposes, clispose of such land at fair mall<et value or make available to the
Secretaty an amotnt equal to the United States' proportionate share of the fair.
matket valtte of the land, That portion of the proceeds of such rlisposition which
is ploportionate to the United States' share of the cost of acquisition of such la¡d
will, (l) upon application to the Secretary, be reinvested or transferred to another
Àirport Sponsor Assurances 3/20 I 4 Page l7 ol'20
eligible airport as prescdbed by the secretary. The secletary shall give
pteference to the fbllowing, in clescending order: (1) reinvestment in an appr.oved
noise compatibility prcject, (2) reinvestment in an apptovecl project that is eligible
for grant funding under Section 47117(e) of title 49 United States Code, (3)
reinvestment in an approved airpolt development project that is eligible for grant
funding undet' Sectiotts 47114,47115, or 47117 of title 49 United States Code, (4)
trausferred to an eligible sponsor of another public airport to be reinvested in an
approved noise compatibility project at that airpolt, and (5) paid to the Secretar.y
for deposit in the Airport and Airway Tnrst Fund.
c. Land shall be considered to be neecled for airport pulposes under this assurance if
(1) it may be needecl for aeronautical purposes (inclucling runway protection
zones) ol'serve as noise buffet land, and (2) fhe revenue from interim uses of such
land contributes to the financial self-suff'íciency of the airport. Further, land
putchased with a gt'ant received by an airport operator or owner before Decernþer.
3l,l'987, will be considered to be needecl for airport purposes if the Sec¡etary or
Federal agency making such grant befole Decernber' 3I, 1987,was notifiecl by the
operator or owner ofthe uses ofsuch land, díd not object to such use, and the land
continues to be used for tliat putpose, such use having conrmenced no later. than
Decembel 15, 1989.
d. Disposition of suclt land under (a) (b) or (c) will be subject to the retention or
reservation of any interest or rÍght therein necessary to ensule that such lancl wilt
only be used fol putposes rvhich are compatible rvith noise levels associated with
operation of the airport.
32. Engiueering and Design Services.
It will award each contract, or sub-contlact for plogram rnanagement, constmction
ma¡lagement plannirrg studies, feasibility sfuclies, architeshrral services, preliminary
engineeting, design, engineering, surveying, rnapping or related services with respect
to the project in the same manner as a contlact for architecfural and engineering
selvices is negotiated uncler Title IX of the Federal Property and Administradvè
Seryices Act of 1949 or an equivalent qualifications-based requirement plescribecl for
ol by the sponsor of the airport.
33, Foreigu Market Rcstrictions.
It will not allow funds provided under this grant to be used to fu¡rcl any project which
uses âny procluct or setvice of a foreign country during the peliod in which such
tòreign country is listed by llie United States Tlade Represcntative as denyirrg fair
and equitable mat'l<et opportunities fol proclucts and suppliers of the United States in
procurement and conshuction.
34. Policies, Standards, and Specifications.
It will cat't'y ortt the project iu accordance with policies, stanclalcls, and specificatio¡s
approved by the Secretaty including but not lirnited to the aclvisory circular.s listecl in
the Current FAA Aclvisory Circulars for AIP pr.ojects, datecl (the Iatest
approved version as of this grant offer) ancl included in this grant, and in accordance
Âirport Sponsor Assrrrances 3/201 4 Pagc l8 ol'20
with applicable state policies, standards, ancl specifications approved by the
Secretary.
35. Relocation and Real Property Acquisition.
a, It lvill be guided in acquiring leal propelty, to the greatest extent practicable under.
State law, by the land acquisition policies in Subpalt B of 49 CFRPart 24 and
will pay or teimburse property owners for necessary expenses as specifiecl in
Subpart B.
b. It will provide a lelocation assistance prcgram offeling the selvices described in
Subpart C and fail'a¡rcl reasonable relocation payments ancl assistance to clisplacect
persons as lequired in Subpart D and E of49 CFR Part 24.c, It r.vill malce available within a reasonable period of time prior to displacement,
comparable replacement dwellings to displaced persons in accoldance rvith
Subpart E of49 CFR Part 24.
36. Access By Intercity Buses.
The airport owner or operator willpennit, to the rnaximum extent practicable,
intelcity buses or other modes of transportation to have access to the aþort;
howevet', it has no obligation to fund special facilities for intercity buses oL fol other
modes of transpotta tion.
37. Disadvantaged Business Enterprises.
The sponsor shall not discriminate on the basis of race, color, national origin or sex in
the award ancl performance of any DOT-assisted contract covered by 49 CFR Part26,
or in the award and perfonnance of any concession activity contract covered by 49
CFR Part 23. In addition, the sponsor shall not discriminate on the basis of lace,
colot', national origin or sex in the adrninistration of its DBE and ACDBE prcgrams
or the requirernents of 49 CFR Parts 23 and26. The sponsor shall take all necessary
and reasonable steps undet'49 CFR Parts 23 and 26 to ensure nomliscrjmination in the
award and aclministmtion of DOT-assisted contracts, and/or concession
contracts. The sponsor''s DBE and ACDBE plograms, as lequirecl by 49 CFR parts
26 and23, and as approved by DOT, are incorpolated by reference ín this
agreetnent. Implernentation of these programs is a legal obligation and failure to
carry out its telms shall be treated as a violation of this agreement. Upon notification
to the sponsor of its failure to carry out its approved program, the Department rnay
impose sanctions as proviclecl fot uncler Parts 26 and23 and may, in appropriate cases,
refer the matter for enforcement under l8 U.S.C. 1001 anrVor the Ploglam Fraud
Civil Remedies Act of 1936 (31 U.S.C. 3801).
3 B. Ilangar Constrrrction.
lf the airport ownel'or operator aud a pelson who owns an aircraft agree that a hangar
is to be constructed at the airport for the ailcraft at the ailclaft owner's expense, the
airport owner or operatot' will grant to the ailclaft owner fbr the hangar a lotrg tenn
lease that is subject to such tenns and conclitions on the hangar as the ai¡port owner or
opemtor rnay impose.
Airport Sponsor Assurances 3/2014 Pnge l9 ol'20
39. Competitive Access.
a. If the aþort owner or operator of a rneclium or large hub airport (as defined in
section 47102 of title 49, U.S.C.) has been unable to accommodate one or more
rcquests by an air carier for access to gates or other facilities at that airport in
order to allow the air carrier to provide seryice to the airport or to expand sewice
at the airport, the aitport ownor or operator shall transmit a report to the Secretary
that-
1) Describes the recluests;
2) Provides an explanation as to r.vhy the l'equests could not be accommodatecl;
and
3) Provicles a time fi'ame within which, if any, the airport will be able to
accommoclate the requests.
b. Such report shall l¡e due on either Februaly 1 or August I of each yeat if the
airport has been unable to accomrnodate the request(s) in the six month periocl
prior to the applicable due date.
Airport Sponsor Ässurances 3i20 I 4 Pagc 20 ol20
EXHIBIT T3D"
Exhibit "C"
DISCLOSURE OF CONFLICT OF INTEREST
Exclusive Airport Advertisinq Concessions between City of Fresno ("Fresno")
And Clear Channel Outdoor, lnc. d/b/a Clear
YES*NO
1 Are you currently in litigation with the City of Fresno or any of its
agents?
n tr
2 Do you represent any firm, organization or person who is in
litigation with the City of Fresno?
tr tr
3 Do you currently represent or perform work for any clients who do
business with the City of Fresno?
tr tr
4 Are you or any of your principals, managers or professionals,
owners or investors in a business which does business with the
City of Fresno, or in a business which is in litigation with the City of
Fresno?
u tr
5 Are you or any of your principals, managers or professionals,
related by blood or marriage to any City of Fresno employee who
has any significant role in the subject matter of this service?
tr tr
6 Do you or any of your subcontractors have, or expect to have, any
interest, direct or indirect, in any other contract in connection with
this Project?
n tr
* lf the answer to any question is yes, please explain in full below.
Explanation:
6/24/2015
Date
Toby Sturek
(name)
Clear Channel Outdoor, lnc. d/b/a Clear Channel Airports
(company)
7450 Tilghman Street, Suite 104
(address)
Allentown,PA I8106! Additional page(s) attached.
(city state zip)
EXHIBIT "E"
Gity of Fresno
Dept. of Airports
4995 East Clinton Way
Fresno, C493727
Phone (559) 6214500
Fax (559) 2514828
Concessionaire:
Month of:
FRESNO YOSEMITE
INTERIIATI ONAL AIRPORT
Clear Channel Outdoor, lnc.dlbla Clear Channel Airports
Year:
otto
Amount % Revenue
Grand Total:
do hereby certiff that I am the
and that in accordance with the terms of our concession agreement, there is set forth
of
below, a true statement of our revenues received from our operations.
Prepared By:
Signature of Preparer:
Date:
Tt e:
1: Complete report, leaving no space blank.
: Please make check payable to Gity of Fresno, and remit with this originally signed report to:
City of Fresno
Airport Department
4995 E. Clinton Way
Fresno, CA.93727
Submit report and fees by the l0th day of the month, for the prior month. 'Note: An originally signed copy of your repod
be remitted to the address above in accordance with the terms of your concess'on
Phone (559) 6214500
Fax (559) 2514825
JIRFP's and RFQ'slAdvertising 2015\Gross Revenue Remittance Worksheet - Exhibit D.xls