AMENDMENT OF SOLICITATION

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1 PROCUREMENT AND CONTRACTS DEPT. AMENDMENT OF SOLICITATION PAGE 1 Procurement and Contracts Dept., MA-29 1 Aviation Circle, Suite 154 Washington, DC Telephone: (703) A. AMENDMENT OF SOLICITATION NO. 1B. DATED August 4, A. AMENDMENT NO. 2B. EFFECTIVE DATE One (001) August 22, 2014 The solicitation identified in Block 1A is amended as set forth in Block 3. Hour and date specified for receipt of bids is extended, is not extended. Bidders must acknowledge receipt of this amendment prior to the hour and dated specified in the solicitation or as amended, by completing Block 4 and returning a copy of this amendment form. FAILURE OF YOUR ACKNOWLEDGMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR BID. 3. DESCRIPTION OF AMENDMENT Invitation for Bids No. entitled Airport News and Information Broadcast Concession, National and Dulles Airports is hereby amended as follows: A. The Invitation for Bids No. entitled Airport News and Information Broadcast Concession, National and Dulles Airports is hereby entitled News Broadcast Service Concession, Ronald Reagan Washington National Airport and Washington Dulles International Airport B. Section III, Provision 02, SOLICITATION SCHEDULE is hereby deleted in its entirety and replaced with the following: The following schedule is provided for the convenience and reference of the Offerors. A. IFB Issued: Monday, August 4, 2014 B. Pre-Bid Conference and tour of locations: Tuesday, August 12, 2014 beginning at 10:00 AM Eastern Standard Time at the MWAA Corporate Offices at 1 Aviation Circle, Washington, DC Tour will immediately follow conference. C. Explanation to Prospective Offerors Ends: Last date for receipt of questions regarding this Offering is 3:00 PM Eastern Standard Time, Monday, August 18, D. Due Date for Proposals (First Step): Wednesday, September 17, 2014, 3:00 PM Eastern Standard Time E. Issuance of Solicitation Amendment (Second Step): on or about Monday, September 29, F. Bid Due Date and Bid Opening: on or about Tuesday, October 7, Details and location to be included in Solicitation Amendment. C. Section III, Provision 05, OFFERORS QUALIFICATIONS AND ELIGIBILITY, A. is hereby deleted in its entirety and replaced with the following: A. All Offerors must be able to demonstrate experience in holding and servicing airport contracts for News Broadcast Services in at least three airports for three of the last five years ( Defined Airport Contract Experience ). Except as provided herein, all terms and conditions of the document referenced in Block 1A, as heretofore changed, remain unchanged and in full force and effect. 4A. NAME AND TITLE OF OFFEROR 4B. SIGNATURE 4C. DATE MWAA Form PR-06 (Rev. 1/2003)

2 D. Section IV, Provision 02, RESPONSIBILITIES, B. Headend Facilities and Number of Exhibition Equipment: the Current Headend Facilities List for National and Dulles is hereby deleted in its entirety and replaced with the following list: National 3 locations in Terminal A 2 locations in Terminal B Connector 4 locations in Terminal B 7 locations in Terminal B/C 7 locations in Terminal C 2 locations along National Hall Dulles 3 locations in Midfield A 3 locations in Concourse A 10 locations in Concourse B 7 locations in Concourse C 11 locations in Concourse D E. Section IV, Provision 02, RESPONSIBILITIES, C.3, is hereby deleted in its entirety and replaced with the following: 3. Head End Facilities and Satellite Dish Placement. The Authority will provide the successful Offeror with rack space within an Authority or Authority-lessee s telecommunications room and facilities for the placement of a satellite dish at each Airport. Currently at National, the rack room is in Terminal B/C and the satellite dish location is on the Bus Depot Roof, South Airport Services end of the Airport. At Dulles, the rack room is located in building 8 and the satellite dish is located on the roof above hold room C23. Refer to Exhibit 05 of this IFB. F. The following definition is hereby added to the end of Section IV, Provision 03, FINANCIAL COMPONENTS, B. : The percentage of the Service Revenue Pool applicable to this Solicitation will be fixed at fifteen percent (15%) of the Service Revenue invoiced by the Offeror for the preceding quarter. The term Service Revenue means gross advertising revenue received from the Offerors sale of Third Party Units airing in a given quarter less the applicable advertising agency commission fees actually paid or payable by the Offeror not to exceed agreed fifteen percent (15%). G. Section VI, Provision 04, SCOPE OF OPERATIONS, D. Headend Facilities is hereby deleted in its entirety and replace with the following: D. Headend Facilities At National, the Contractor is assigned racks in Room C1-567A in Baggage Claim of Terminal B/C for use as Headend facilities for the placement of programming reception and re-distribution equipment and a satellite dish location on the roof of the Bus Depot at South Airport Services. At Dulles, the Contractor is assigned rack space in Building 8. Also at Dulles, the Contractor is assigned a satellite dish location on the roof of the C Concourse. These Premises are further described in Section VII, Exhibits, Exhibit 05. The Authority may place insertion equipment in the Headend facilities.

3 H. Section VI, Provision 07, FINANCIAL CONSIDERATION, A. Payment Terms, initial paragraph is hereby deleted in its entirety and replaced with the following: A. Payment Terms In consideration of the Locations/Premises, rights and privileges granted to the Contractor by the Airports Authority, the Contractor shall pay to the Airports Authority as compensation therefore each Contract Year, the greater of: 1) a Minimum Annual Guaranteed Rent ( MAG ) for each Contract Year, or 2) a Percentage of the Service Revenue Pool and all revenue sponsorships applicable to the total Service Revenue generated by this News Broadcast Services. Said payments shall be in addition to all other charges or costs required to be paid or borne by the Contractor herein. During each quarter of the Operating Period of the Contract, the Contractor shall make quarterly payments of the Minimum Annual Guarantee ( MAG ) and a Percentage of the Service Revenue Pool, if owed, as stated below. All rents and fees shall be paid to the Airports Authority in lawful currency of the United States of America in the manner listed below. I. Section VI, Provision 07, FINANCIAL CONSIDERATION, B. Reporting and Remittances, 1. Quarterly Certified Statements. is hereby deleted in its entirety and replaced with the following: 1. Quarterly Certified Statements. By no later than the twentieth (20 th ) day of January, April, July and October, the Contractor shall provide to the Authority, without demand or invoice, an itemized Quarterly Certified Statement, showing the actual total Service Revenue for News Broadcast Services activities for each Airport for the preceding quarter listed by month, together with payment of the applicable Service Revenue if such percentage exceeds the MAG as prorated for the quarter, see Section VII, Exhibits, Exhibit 06 Quarterly and Annual Certified Statement Form. Said percentage of Service Revenue, if such payment is applicable, shall be deemed delinquent if payment is not received by the thirtieth (30 th ) calendar day of that month. J. Section VI, Provision 07, FINANCIAL CONSIDERATION, C. Itemized Annual Certified Statements: is hereby deleted in its entirety and replaced with the following: C. Itemized Annual Certified Statements: By no later than the one hundred and twentieth (120th) day following the end of the Contract Year, the Contractor shall provide to the Airports Authority an itemized annual certified statement which sets forth the Contractor s entire Service Revenue and adjustment to the Service Revenue for the prior Contract Year and further defines airport news and information broadcast by location. An authorized official of the Contractor shall sign the itemized annual certified statement. The Contractor shall pay within ten (10) days of demand by the Airports Authority liquidated damages of One Hundred Dollars ($100) per day for each day that the itemized annual certified statement is submitted beyond the one hundred and twenty (120) day deadline defined in Section VI, Provision 17, unless the deadline is extended in writing by the Airports Authority. The format of the itemized annual certified statement to be submitted by the Contractor is shown as Section VII, Exhibits, Exhibit 06 Quarterly and Annual Certified Statement Form. K. Exhibit 01, Historical Sales and Revenue is hereby deleted in its entirety and replaced with the attached Exhibit 01, Historical Sales and Revenue. L. Exhibit 02, Historical Passenger Statistics is hereby deleted in its entirety and replaced with the attached Exhibit 02, Historical Passenger Statistics.

4 M. Exhibit 03, National Airport Current Exhibition Equipment Locations is hereby deleted in its entirety and replaced with the attached Exhibit 03, National Airport Current Exhibition Equipment. N. Exhibit 04, Dulles Airport Current Exhibition Equipment are hereby deleted in its entirety and replaced with the attached Exhibit 04, Dulles Airport Current Exhibition Equipment Passenger Statistics O. Exhibit 05, Current Headend Facilities are hereby deleted in its entirety and replaced with the attached Exhibit 05, Current Headend Facilities.

5 EXHIBIT 01 HISTORICAL SALES AND REVENUE DATA

6 HISTORICAL SALES AND REVENUE DATA NATIONAL AIRPORT Calendar Year Revenue Share Authority Revenue 2009 $38,936 $38, $38,567 $42, $47,882 $50, $50,213 $50, $41,827 $43,169 DULLES AIRPORT Calendar Year Revenue Share Authority Revenue 2009 $30,657 $65, $33,088 $65, $39,965 $66, $41,963 $65, $30,757 $65,000

7 EXHIBIT 02 HISTORICAL PASSENGER STATISTICS

8 HISTORICAL PASSENGER STATISTICS NATIONAL AIRPORT Calendar Year Enplanements ,766, ,035, ,375, ,786, ,185,332 DULLES AIRPORT Calendar Year Enplanements ,512, ,788, ,548, ,150, ,819,989

9 EXHIBIT 03 NATIONAL AIRPORT CURRENT EXHIBITION EQUIPMENT LOCATIONS

10 NATIONAL AIRPORT CURRENT EXHIBITION EQUIPMENT LOCATIONS 1 Terminal A, Gate 2; Sun Country 2 Terminal A, Gate 6; Southwest/Frontier 3 Terminal A, Gate 8; JetBlue and Frontier 4 Terminal B Connector, Gate 10; United Airlines 5 Terminal B Connector, Gate 12; United Airlines 6 Terminal B, Gate 15; Delta Air Lines 7 Terminal B, Gate 17; Delta Air Lines 8 Terminal B, Gate 18; Alaska Air 9 Terminal B, Gate 19; Delta Air Lines 10 Terminal B/C, Gate 25; US Airways 11 Terminal B/C, Gate 26; American Airlines 12 Terminal B/C, Gate 27; Air Canada 13 Terminal B/C, Gate 28; American Airlines 14 Terminal B/C, Gate 31; American Airlines 15 Terminal B/C, Gate 32; American Airlines/US Airways 16 Terminal B/C, Gate 33/33A; American Airlines 17 Terminal C, Gate 35: US Airways 18 Terminal C, Gate 35A; US Airways 19 Terminal C, Gate 37; US Airways 20 Terminal C, Gate 38; US Airways 21 Terminal C, Gate 40; US Airways 22 Terminal C, Gate 41; US Airways 23 Terminal C, Gate 42; US Airways 24 National Hall- B/C, South End 25 National Hall- B/C, North End

11 EXHIBIT 04 DULLES AIRPORT CURRENT EXHIBITION EQUIPMENT LOCATIONS

12 DULLES AIRPORT CURRENT EXHIBITION EQUIPMENT LOCATIONS 1 Midfield A, Gate 2A; United Express 2 Midfield A, Gate 4A; United Express 3 Midfield A, Gate 6A; United Express 4 A Concourse, Gate 25; United Airlines 5 A Concourse, Gate 26; Virgin Atlantic 6 A Concourse, Gate 32; Korean Air/Virgin Atlantic 7 B Concourse, Gate 39; Air France 8 B Concourse, Gate 42; Virgin America 9 B Concourse, Gate 46; Virgin America 10 B Concourse, Gate 48; Southwest/Avianca 11 B Concourse, Gate 52; Southwest/Avianca 12 B Concourse, Gate 65; American Airlines 13 B Concourse, Gate 66; JetBlue Airlines 14 B Concourse, Gate 73; American Airlines 15 B Concourse, Gate 74/76; Delta Airlines 16 B Concourse, Gate 79; United Airlines 17 C Concourse, Gate 5; United Airlines 18 C Concourse, Gate 7; United Airlines 19 C Concourse, Gate 9; United Airlines 20 C Concourse, Gate 14; United Airlines 21 C Concourse, Gate 17; United Airlines 22 C Concourse, Gate 19; United Airlines 23 C Concourse, Gate 23; United Airlines 24 D Concourse, Gate 4; United Airlines 25 D Concourse, Gate 6; United Airlines 26 D Concourse, Gate 7; United Airlines 27 D Concourse, Gate 10; United Airlines 28 D Concourse, Gate 11; United Airlines 29 D Concourse, Gate 15; United Airlines 30 D Concourse, Gate 16; United Airlines 31 D Concourse, Gate 21; United Airlines 32 D Concourse, Gate 25; United Airlines 33 D Concourse, Gate 26; United Airlines 34 D Concourse, Gate 32; British Airways

13 EXHIBIT 05 CURRENT HEADEND FACILITIES

14 CURRENT HEADEND FACILITIES RONALD REAGAN WASHINGTON NATIONAL AIRPORT Distribution Equipment Rack Space Location Room C1-567A in Baggage Claim of Terminal B/C. Reception Equipment Satellite Dish Location Bus Depot Roof, South Airport Services of the Airport with Headend rack space in room below satellite dish location. WASHINGTON DULLES INTERNATIONAL AIRPORT Distribution Equipment Rack Space Location Building 8 Reception Equipment Satellite Dish Location Concourse Roof above Gate C23.

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