LOBBYIST SERVICES REQUEST FOR QUALIFICATIONS RENO-TAHOE INTERNATIONAL AIRPORT

LOBBYIST SERVICES REQUEST FOR QUALIFICATIONS RENO-TAHOE INTERNATIONAL AIRPORT The Reno-Tahoe Airport Authority (RTAA) is seeking sealed responses from qualified individuals or firms to provide state and local lobbyist services and related support to the Authority. Services required include serving as a lobbyist for the RTAA before the Legislature of the State of Nevada as well as boards, departments, agencies and other bodies of the State and local municipalities, Request for Qualifications 12/13-01. 1. INTRODUCTION RTAA is a quasi-municipal corporation that was created by the Nevada State Legislature and began operation on July 1, 1978. The act creating the RTAA provides that it will serve a public use and will facilitate safe and convenient air travel and transport to and from the Reno-Tahoe area. The RTAA is an independent entity that is not part of any other unit of local government and does not use local property or sales tax revenue to fund its operation. The RTAA is a powerful economic engine that fuels the local economy with $2 billion annually. Owner and operator of both the Reno-Tahoe International Airport (RTIA) and Reno-Stead Airport (RTS), the RTAA also stimulates the economy by generating over 22,000 jobs in the state with the highest unemployment in the nation. RTIA is a medium hub Part 139 commercial service airport. RTS is a general aviation reliever airport with 5,000 acres that is home to approximately 100 based aircraft and the famous Reno National Championship Air Races. Both airports have Nevada National Guard bases on the airport. The geographical area served by RTIA (the air trade area) primarily encompasses the seven Nevada counties of Churchill, Douglas, Humboldt, Lyon, Pershing, Storey, and Washoe, and the major cities of Reno, Sparks, and Carson City (the capital of the State of Nevada). The total air trade area for the Airport also includes the Lake Tahoe area and several communities in northeastern California. The nine-member Board of Trustees (the Board) that governs the RTAA is appointed by the City of Reno, City of Sparks, Washoe County and the Reno- Sparks Convention & Visitors Authority. Four members are appointed by the City of Reno, two by the City of Sparks, two by Washoe County, and a ninth board member is appointed by the Reno-Sparks Convention & Visitors Authority. The Board members terms are staggered to ensure the presence of experienced members. Page 1 of 20

The Authority operates and does its financial reporting on a Fiscal Year (FY) basis that begins on July 1 of each year and ends on June 30 in the following year. For example, FY 2012/13 represents the period of July 1, 2012 to June 30, 2013. RTIA passengers are currently served by the following air passenger carriers: American, American Eagle, Delta, Horizon, SkyWest, Southwest, United, and US Airways. Two major air cargo carriers, FedEx and United Parcel Service (UPS), also serve RTIA. Approximately 4 million O&D passengers fly through Reno-Tahoe annually. 2. CONSULTANT QUALIFICATION REQUIREMENTS The RTAA specifically requires a consultant or consultant firm to meet, at least, the following minimum qualifications: 2.1. Five (5) years experience in providing legislative and intergovernmental services before the legislature and the executive branch of the State of Nevada; 2.2 Be an individual or firm with demonstrated experience in bi-partisan relationships; 2.3 Ensure that all staff assigned to represent the Authority are registered as lobbyists with the State of Nevada Legislative Counsel Bureau as deemed necessary; 2.4 Ensure that the majority of the staff assigned to represent the Authority is located in or near Reno and available to provide services on an on-call basis. 3. RFQ SCOPE OF SERVICES AND INTENT The selected consultant or consulting firm will be expected to perform all technical and other analyses necessary to complete the scope of services. The consultant will receive general direction from the Authority Board of Trustees and be administratively responsible to the President/CEO. The scope of services shall include but not be limited to: 3.1 Represent the Authority in interactions with the Governor s Office and Administration, State Agencies, the State legislature, legislative representatives and staff persons, boards, commissions, and legislative bodies as described in the Introduction. 3.2 Review of the overall term of each legislative session to determine the issues related to local government and the potential effects on the Page 2 of 20

Authority. The review should include a defined strategy for addressing the identified issues prior to and during each legislative session. This includes maintaining strong relationships with local leaders and government officials to identify local issues that may impact the Authority. 3.3 Review of the Bill Draft Requests (BDRs) being forwarded on behalf of the Authority and make recommendations to the Authority Board of Trustees and airport staff on the most effective lobbying strategy for success. 3.4 Identify the issues, before and during each legislative session, from other local governments or special interests the Authority may have a vested interest in and should or should not be either actively involved in the passage or defeat of the said issues. 3.5 Provide direct, preferably written, communication with the Authority Board of Trustees and/or President/CEO during the legislative session on the status of the session and the issues related or of interest to the Authority. This communication may be daily but not less than weekly prior to and during the legislative session(s). 3.6 Provide direct communication, on behalf of the Authority Board of Trustees, with the legislative membership on issues of interest to the Authority. This communication may be daily but not less than weekly prior to and during the legislative session(s). Written summary of communications shall be filed with the President/CEO within two days of such legislator communication. 3.7 Where possible, attend political meetings not available to the Authority and report back, preferably in writing, to the Authority Board of Trustees and President/CEO and provide any appropriate strategic direction to the Authority related to the meetings. 3.8 Draft letters and talking points on legislation as necessary. 3.9 Testify on behalf of the Authority at hearings before legislative committees. 3.10 With the recruitment of a new President/CEO, the consultant may be requested to develop a communication plan to obtain community input during the selection process. Services required of the lobbyist shall be personally provided by the principals of the consultant as identified in the response that shall be specified in the Professional Services Agreement between the consultant or consultant firm and the Authority. Page 3 of 20

Any reports, information, data, statistics, procedures, studies, or other form of communication or information provided by the lobbyist shall be the exclusive property of the Authority. Consultant or consultant firm shall provide all equipment and personnel needed to fulfill the requirements for representing the Authority. 4. RESPONSE CONTENT INSTRUCTIONS Responses are required to contain the following information, including: 4.1 A description of how the consultant or consultant firm will carry out the scope of services described in this RFQ including the Authority s expected goals and outcomes. The response should include the method to be utilized to update the Authority on a monthly or more frequent basis on issues, how the consultant or firm will handle urgent issues, the network process utilized to gain an understanding of proposed legislation before it is introduced in the legislative session, and other relevant strategies to assist the Board of Trustees in understanding consultant or firm s network, experience, understanding, and advocacy style. 4.2 The name, address, telephone and fax numbers, and e-mail address of your firm. 4.3 A general description of your firm including type of work performed and key personnel. 4.4 A minimum of five (5) references of current or former clients and representative projects undertaken in the last five years demonstrating experience relevant to this request. At least three of these should be public entity, self-insured clients. Provide a contact person s name, title, address, phone number and e-mail address. 4.5 The name and title of the individual(s) who would be assigned responsibility for performing the services on behalf of the Authority (the Authority s primary legislative advocate). Submit resumes for each identified individual. Identify if any professional has ever been called to testify in relation to the professional s own conduct; disciplined, cited, disbarred, censured, or subject to investigation or license suspension by any court, jury, or professional committee or association. Identify if a client has ever sued the professional. If so, please provide details. Identify any complaints pending. 4.6 Provide a list of current clients. Page 4 of 20

4.7 The successful consultant or firm will be expected to execute the Authority s Standard Professional Service Agreement and to provide evidence of the required insurance. A sample Agreement is attached as part of the RFQ package. This does not have to be attached to your response. 4.8 Include a statement in response that Consultant or Consultant firm understands the Authority will develop performance indicators to measure its return on investment for the services provided. Consultant or consultant firm may utilize this opportunity to describe its demonstrated performance with other clients. 5. RESPONSE RECEIPT Responses shall be submitted by the consultant or consultant firm in hard copy. It is mandatory that responses be signed by the consultant or a duly authorized representative of the consultant firm and be received and time recorded in the Authority Purchasing and Materials Management Division not later than 2:00 p.m., Pacific Daylight Time (PDT), July 16, 2012. Per the official time clock located in the Purchasing and Materials Management Division, responses will be accepted if date and time stamped on or before 2:00 p.m.; date and time stamps of 2:00:01 p.m. or later will be rejected. The following schedule has been established for this selection process: ACTIVITY COMPLETION DATE Release of RFQ June 19, 2012 Submission Deadline July 16, 2012 Submission Review Period July 17 - August 3, 2012 Short List Interviews/Negotiations (if necessary) August 4 - August 31, 2012 Award Consideration by Board of Trustees September 13, 2012 5.1 Response information shall be kept confidential pending subsequent evaluation and negotiation. Response contents shall only be released once the agenda has been posted for award consideration of a contract by the Board of Trustees. 5.2 The Authority reserves the right to negotiate any terms and conditions of responses received prior to acceptance/rejection of said response or contract resulting from response. 5.3 Six (6) hard copies (one original and five (5) photocopies) of the response shall be enclosed in a sealed envelope addressed to the Reno-Tahoe Airport Authority Purchasing and Materials Management Division, 2770 Vassar Street, Reno, Nevada 89502 or delivered to the office in person. Page 5 of 20

Outer envelope must indicate the name and address of the respondent, Request for Qualification Number 12/13-01, and the submission date. The Authority assumes no responsibility for errant delivery of responses, including those relegated to a courier agent who fails to deliver in accordance with the time and receiving point specified. The Authority shall not be responsible for the opening of a response prior to the submission deadline that is not properly addressed or identified. 5.4 Responses submitted by telephone or facsimile will not be accepted. 6. LATE SUBMITTAL A response received after the receiving time specified shall be rejected. 7. WITHDRAWAL OF SUBMISSION A response may be withdrawn by written or facsimile notice provided such notice is received prior to the date and time set for the submission opening. A request for withdrawal of a response after award of a contract shall not be considered. 8. AWARD OF AGREEMENT Award of any agreement shall be made on the basis of the response that is most advantageous to the Reno-Tahoe Airport Authority and subject to subsequent fee negotiations. In all instances, the decision rendered by the Airport Authority shall be final. 8.1 The Airport Authority reserves the right to reject any or all responses, or parts thereof, and to waive any informalities or irregularities. 8.2 The Airport Authority reserves the right to hold responses for a period of ninety (90) days from the date of opening before awarding or rejecting any agreement from said responses. 9. QUESTIONS/CLARIFICATIONS In the opinion of the Authority, this RFQ is complete and without need of explanation. However, if you have questions, or should you need any clarifying information, the contact person for this RFQ shall be Joyce A. Humphrey, Manager of Purchasing and Materials Management, telephone at (775) 328-6676 or e-mail to jhumphrey@renoairport.com. The RTAA will endeavor to respond to questions in a timely manner but shall not be responsible for any delay in the solicitation process. Communications from prospective consultants or consulting firms, such as in person, by telephone, voice-mail, electronic mail, facsimile or other similar means, to any Trustee, officer, agent or employee of the Airport Authority, other than the Page 6 of 20

Manager of Purchasing and Materials Management, are prohibited. Except for inquiries directed through the Manager of Purchasing and Materials Management, the Airport Authority, through its Trustees, officers, agents, or and employees will not meet nor otherwise communicate individually with prospective responders. The Airport Authority may, at its sole discretion, disqualify any responder who fails to observe this requirement. 10. REQUEST FOR QUALIFICATIONS DOCUMENT Copies of the Request for Qualification document and all addenda issued thereto may be obtained from the Reno-Tahoe Airport Authority, Purchasing and Materials Management Division, 2770 Vassar Street, Reno, Nevada 89502 or downloaded directly from the s website at www.renoairport.com under The Authority Competitive Solicitations. Responders are solely responsible for checking the Airport Authority s website for any addenda issued for this solicitation. 11. RESPONDER EXPENSES Prospective responders are solely responsible for their own expenses in preparing any response to this solicitation. 12. STATUS OF SUCCESSFUL RESPONDER Successful responder shall have the status of an Independent Contractor as defined by N.R.S. 284.173 and shall not be entitled to any of the rights, privileges, benefits, and emoluments of either an officer or employee of the Reno- Tahoe Airport Authority. 13. SELECTION PROCESS The Authority s Evaluation Committee shall include Trustees and will review each response and select the consultant firm(s) that it determines to be the most qualified, in the Authority s sole discretion. A responder may be required to submit additional or supplemental information to the Authority to facilitate this selection process. An initial response may be rejected if it is determined by the Authority to be non-responsive provided that the Authority reserves the right to waive any irregularities or technicalities that it determines, in its sole discretion, to be minor in nature and in the best interests of the Authority. Further, any response may be rejected if it is determined by the Authority that the responder is not capable of providing the services satisfactorily or due to the failure of the responder to provide information requested relating to such determination. Qualified responders may be invited to an interview. 14. NON-COLLUSION Responders, by submitting a signed response, certify that the accompanying response is not the result of, or affected by, any act of collusion with any other Page 7 of 20

person or company engaged in the same line of business or commerce or any other fraudulent act. 15. OWNNERSHIP OF RESPONSES All responses to this Request for Qualifications solicitation shall become the property of the Authority. 16. CONTRACT NEGOTIATIONS After recommendation of a selected responder by the Evaluation Committee, contract negotiations will commence. If at any time contract negotiation activities are judged to be ineffective by the Board of Trustees or President/CEO of the Authority or designee, the Authority will cease all activities with that responder and begin contract negotiations with the next highest ranked responder. This process may continue until both the responder and the Authority execute a completed agreement or the Authority determines that no acceptable alternative response exists. 17. NON-DISCRIMINATION In connection with the performance of work under the resulting agreement, the successful responder agrees not to discriminate against any employee or applicant for employment because of race, creed, color, national origin, sex, sexual orientation, gender identity or expression, or age. Such agreements shall include, 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. Any violation of such provision by the successful responder shall constitute a material breach of contract. 18. AGREEMENT FORM Exhibit B hereto shall form the basis for any resulting agreement for this work. 19. FUNDING RESTRICTIONS The Airport Authority reserves the right to cancel the award in whole or in part or reduce the scope necessary without prejudice or liability to the Airport Authority if legal restrictions are placed upon the expenditure of monies for this category of services. Should this occur, the Airport Authority shall advise the successful responder in writing. 20. TERM OF AGREEMENT The proposed contract term shall be for an initial five (5) year period and may be amended for up to an additional five (5) year period if determined to be appropriate by the Board of Trustees with the right to terminate the agreement with thirty (30) days written notice. Page 8 of 20

EXHIBIT A RESPONDER S CERTIFICATION As a responder, the consultant or consultant firm listed below has carefully examined the Reno-Tahoe Authority Request for Qualifications (RFQ) 12/13-01 that includes scope, requirements for submission, general information, and the evaluation and award process. The responder hereby proposes to provide the services requested in this solicitation. The responder agrees that the Authority terms and conditions herein shall take precedence over any conflicting terms and conditions submitted with the response and agree to abide by all conditions of this document. I certify that all information contained in the response is truthful to the best of my knowledge and belief. As a representative of the responder, I further certify that I am duly authorized to submit this response on behalf of the company as its agent and that the company is ready, willing and able to perform if awarded a contract. I further certify that this response is made without prior understanding, agreement, connection, discussion, or collusion with any other person, company, or corporation submitting a response for the same service; no officer, employee, or agent of the Authority or of any other Company who is interested in said agreement; and that the undersigned executed this Responder s Certification with full knowledge and understanding of the matters therein contained and was duly authorized to do so. Firm Name Address City if this response is accepted to furnish any and all State Zip Code services described herein at the price negotiated. Telephone Signed Terms % days. Print Name Responder s Federal Tax I.D. # Print Title E-Mail In compliance with this RFQ and subject to all the terms and conditions thereof, the undersigned offers and agrees Page 9 of 20

REFERENCES: Name of Owner Contact Person Telephone # Fax # Scope Name of Owner Contact Person Telephone # Fax # Scope Name of Owner Contact Person Telephone # Fax # Scope Name of Owner Contact Person Telephone # Fax # Scope Name of Owner Contact Person Telephone # Fax # Scope MINORITY STATUS: Has this firm been certified as a minority, woman, or disadvantaged business enterprise by any governmental agency? Yes No If yes, please specify government agency: Date of certification: The above is for information only. The Airport Authority encourages minority business participation; however, no preferences shall be given. EXCEPTIONS: Does the responder take exception to any of the terms and conditions of this Request for Qualification and attachments hereto? Yes No If yes, please indicate the specific nature of the exception or clarification in the space provided below. Attach additional sheet(s) if necessary. Page 10 of 20

EXCEPTIONS (continued) Page 11 of 20

DISCLOSURE OF PRINCIPALS (Please print or type) Company Name Street Address City, State, and Zip Code NAMES OF OFFICERS, MEMBERS, OR OWNERS, PARTNERSHIP, ETC. Name Official Capacity Street City, State, and Zip Code Name Official Capacity Street City, State, and Zip Code Name Official Capacity Street City, State, and Zip Code Name Official Capacity Street City, State, and Zip Code If further space is required please attach additional pages. Page 12 of 20

EXHIBIT B Professional Service Agreement This agreement, entered into as of this day of, 2012, by and between: RENO-TAHOE AIRPORT AUTHORITY hereinafter referred to P. O. Box 12490 as the AUTHORITY Reno, Nevada 89510 AND: Name of Company Address Address hereinafter referred to as the CONSULTANT FOR THE PURPOSE of providing the following professional services: LOBBYIST SERVICES as the PROJECT DO HEREBY, mutually agree as follows: ARTICLE 1 CONSULTANT S SERVICES AND RESPONSIBILITIES 1.1 Engagement of the Consultant. The Authority hereby agrees to engage the Consultant who in turn agrees to perform the technical and professional services necessary to produce the Project. Furthermore, it is expressly understood that the Authority has the right to approve the terms and conditions of this Agreement as well as the proposed scope and costs of the technical and professional services to be conducted as part of the Project. 1.2 Scope of Services. The Consultant shall do, perform and carry out in a satisfactory manner, as determined by the Authority, the services generally outlined below and specifically indicated in Exhibit A Scope of Services, attached and incorporated by reference hereto. 1.3 Notice to Proceed. The Authority shall issue the official Notice to Proceed. Any work performed by Consultant prior to the issuance of the Notice to Proceed shall be at Consultant s own risk. The Authority shall not be liable for claims of services performed until the official Notice to Proceed has been issued. Page 13 of 20

1.4 Time of Performance. The proposed contract term shall be for an initial five (5) year period commencing on and may be amended for up to an additional five (5) year period if determined to be appropriate by the Board of Trustees with the right to terminate the agreement with thirty (30) days written notice. 1.5 Responsibility of the Consultant. The Consultant shall be responsible for the professional quality, technical accuracy and the coordination of all services provided by the Consultant under this Agreement. The Consultant shall, without additional compensation, correct or revise any errors or deficiencies in any documents prepared in association with this Project. 1.6 Responsibility of the Authority. The Authority shall cooperate with the Consultant by making a diligent effort to provide items reasonably necessary for the Consultant to be able to provide its services, including all previous studies, plans, drawings, specifications and design and construction standards; assistance in obtaining necessary access to public and private lands; legal, accounting, and insurance information required for various projects; necessary permits and approval of governmental authorities or other individuals; issuance of public notices, and providing locations and minutes for all meetings. 1.7 Additional Services. For purposes of this Agreement, additional services means services not identified in Exhibit A - Scope of Services, but that relate to the services being performed in connection with the Project. The Consultant shall perform additional services only upon the written request of Authority. The fee for any additional services required by the Authority will be based upon actual hours and expenses incurred by the Consultant, charged in accordance with the attached Exhibit B - Schedule of Fees, and incorporated by reference hereto. ARTICLE 2 - COMPENSATION AND METHOD OF PAYMENT 2.1 Compensation. It is expressly understood and agreed that the total compensation to be paid to the Consultant for provision of search firm services shall be a firm fixed price amount not to exceed for the services specified in Exhibit A - Scope of Services. Such sum includes all expenses and shall constitute full and complete compensation for the Consultant's services. 2.2 Method of Payment. The Authority shall pay to the Consultant no more than the fixed price amount set out in Article 2.1 above. Payments shall be at monthly intervals subject to receipt of requisitions for payment from the Consultant specifying that he has performed the work and is entitled to the amount requisitioned under the terms of this Agreement. 2.3 Consultant Responsibilities for Compensation. The Consultant shall prepare monthly invoices and progress reports which clearly indicate the progress to date and the amount of compensation due by virtue of that progress. All requisitions for payment shall be for work completed unless otherwise agreed to by the Authority, in writing. Page 14 of 20

2.4 Authority Responsibilities for Compensation. The Authority agrees to pay the Consultant's invoices net thirty (30) days from the date of receipt of the invoice from the Consultant. It is expressly understood that the Authority has the right to withhold payment on any invoice if he feels that the Consultant has not performed the requisitioned work efforts in a satisfactory manner. If the Authority does decide to withhold payments to the Consultant for any reason, he must provide written notifications and an explanation to the Consultant within ten (10) days of the date of the invoice. 2.5 Prompt Payment. The Consultant agrees to pay each sub-consultant under this Agreement for satisfactory performance of its agreement no later than fifteen (15) days from the receipt of each payment the Consultant receives from the Authority. The Consultant agrees further to return retainage payments to each sub-consultant within fifteen (15) days after the sub-consultant s work is satisfactorily completed. Any delay or postponement of payment from the abovereferenced time frame may occur only for good cause following written approval of the Authority. ARTICLE 3 - CHANGES TO THE SCOPE OF SERVICES The Authority may, at any time, and by written amendment, make changes in the services to be performed under this Agreement. If such changes cause an increase or decrease in the Consultant's cost or time required for performance of any services under this Agreement, an equitable adjustment shall be made and the Agreement shall be modified in writing accordingly. Any claim of the Consultant for adjustment under this clause must be submitted in writing within thirty (30) days from the date or receipt by the Consultant of the notification of change. All changes to the Scope of Services shall be submitted on Amendment to Professional Services Agreement form as provided by Authority. No services for which an additional cost or fee will be charged by the Consultant shall be furnished without the prior written authorization of the Authority. ARTICLE 4 - TERMINATION OF THE AGREEMENT The Authority may, by thirty (30) day written notice issued to the Consultant, terminate this Agreement in whole or in part at any time, in its sole discretion, with or without cause. Upon receipt of such notice, the Consultant shall: (1) immediately discontinue all services affected (unless the notice directs otherwise); and (2) deliver to the Authority copies of all data, drawings, reports, estimates, summaries and such other information and materials as may have been accumulated by the Consultant in performing this Agreement, whether completed or in process. Upon termination of this Contact by the Authority, Consultant shall be paid the reasonable value, based on Exhibit A, of all work satisfactorily performed by the Consultant prior to termination. Page 15 of 20

ARTICLE 5 - ASSURANCES 5.1 Examination of Records. The Authority, at any time, may cause an audit of the Consultant s books of accounts and financial records to be made by an employee or a representative of the Authority. The books of accounts and records include the complete general ledger and any source documents or recordings that support the general ledger, including calculations, authorizations, attestations, warrants, affidavits, or other evidence of business transactions between the Authority and the Consultant. Such books of accounts and records shall be made available to the Authority upon demand. Failure to provide the Authority with adequate books of accounts and records may be deemed by the Authority to be a breach of the Agreement. All books of accounts and records are to be made available within the greater Reno/Sparks metropolitan area for a period of three years following the completion of the contract or agreement. If such books of accounts and records are not available in the greater Reno/Sparks area, then the Consultant shall pay the expenses of the Authority representative to travel to the location of the books and records. 5.2 Ownership of Documents. All documents, including but not limited to, drawings, plans, specifications, maps, charts, computations, and other data prepared or obtained under the terms of this Agreement, shall become the sole property of the Authority and the Authority has the right to copyright, register, or trademark as it deems appropriate with no licensing or permit fee to the Consultant. Reproducible copies of plans, maps, charts, drawings, and other pertinent data shall be provided to the Authority upon completion of services or early termination of this Agreement under Article 4. Consultant shall not provide any of the Authority s documents to others without prior written authorization from the Authority. 5.3 Compliance with Laws, Rules, and Regulations. Consultant agrees to be bound by the provisions of Authority's rules and regulations, all applicable laws, rules, and regulations adopted or made applicable to Consultant by any local, state, or federal authority having jurisdiction over the project or the Authority. ARTICLE 6 - SUSPENSION OF WORK The Authority may order the Consultant, in writing, to suspend all or any part of the work for such period of time as the Authority may determine to be appropriate for the convenience of the Authority. If the performance of all or any part of the work is, for any unreasonable period of time, suspended or delayed by an act of the Authority in the administration of this Agreement, or by its failure to act within the time specified in the Agreement (or if no time is specified, within a reasonable time), an adjustment shall be made for any increase in cost of performance of this Agreement necessarily caused by such unreasonable suspension or delay, and the Agreement modified in writing accordingly. However, no adjustment shall be made under this clause for any suspension or delay to the extent: Page 16 of 20

(1) that performance would have been suspended or delayed by any other cause, including the fault or negligence of the Consultant; or, (2) for which an equitable adjustment is provided for or excluded under any other provision of this Agreement. ARTICLE 7 - INTERESTS AND BENEFITS 7.1 Interest of Consultant. The Consultant covenants that he presently has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of services required to be performed under this Agreement. The Consultant further covenants that in the performance of this Agreement, no person having any such interest shall be employed. 7.2 Interest of Members of Authority and Others. No officer, member or employee of the Authority and no member of its governing body, who exercises any functions or responsibilities in the review or approval of the undertaking of carrying out of the services to be performed under this Agreement, shall participate in any decision relating to the Agreement that affects his personal interest or have any personal or pecuniary interest, direct or indirect, in the Agreement or the proceeds thereof. ARTICLE 8 - ASSIGNABILITY The Consultant shall not assign any interest in this Agreement, and shall not transfer any interest in the same without the prior written consent of the Authority thereto provided, however, that claims for money due or to become due to the Consultant from the Authority under this Agreement may be assigned to a bank, trust company, or other financial institution without such approval. Notice of any such assignment or transfer shall be furnished promptly to the Authority. ARTICLE 9 - MISCELLANEOUS 9.1 Indemnification. Consultant shall defend, indemnify, and hold harmless the Authority, its Trustees, officers, agents, and employees from and against any and all liabilities, damages, losses, claims, actions, or proceedings, including, without limitation, reasonable attorneys fees that are caused by the negligence, errors, omissions, recklessness or intentional misconduct of the Consultant or the employees or agents of the Consultant in the performance of this contract. The Authority shall give the Consultant reasonable notice of any such claims or actions. The Consultant shall also use counsel reasonable acceptable to the Authority in carrying out its obligations. Indemnity requirements shall survive the expiration or early termination of this agreement. Acceptance of the Consultant s services by the Authority shall not operate as a waiver of the rights granted the Authority herein. Acceptance of Consultant s services by the Authority shall not operate as a waiver of the rights granted the Authority herein. Page 17 of 20

9.2 Worker's Compensation Insurance. Consultants and subcontractors shall obtain and keep in full force and effect throughout the term of this Agreement compensation insurance necessary in connection with the performance of this Agreement to protect Consultants and subcontractors and their employees under workers compensation/industrial insurance laws. Consultants and subcontractors shall indemnify and hold harmless the Authority, its officers, agents, and employees from any liabilities, claims, losses, or expenses which result to Authority by virtue of Consultant s and subcontractor s failure to comply with this provision and Consultants and subcontractors hereby waives the right to any amount due under this Agreement which equals the amount of any premiums Authority has had to pay for Consultant s and subcontractor s failure to comply with this provision. 9.3 Liability Insurance. Consultant shall procure at Consultant's expense and keep in effect at all times during the term of this Agreement until the completion of the work hereunder, or until early termination of this Agreement, whichever occurs first, the forms of insurance set forth in this paragraph. All policies or certificates shall contain a provision that written Notice of Cancellation or any material change in said policy by the insurer shall be delivered to Authority thirty (30) days in advance of the effective date thereof. All policies of insurance shall be primary coverage for all claims and losses arising from or connected with the work performed under this Agreement. Consultant shall maintain all insurance hereunder with insurance underwriters authorized to do business in the State of Nevada and who are satisfactory to Authority. All policies shall name Authority, its Trustees, officers, agents and employees as additional named insured or shall contain a cross liability endorsement. Consultant shall furnish Authority with certificates from insurance carriers showing all insurance required hereunder to be in full force and effect during the entire term of this Agreement, or shall deposit with Authority certified copies of said policies. Consultant shall, as a condition precedent to commencement of services, provide commercial general liability and automobile liability insurance for property damage and personal injuries or death arising out of any one (1) accident or event in a minimum sum of ONE MILLION AND NO/100 DOLLARS ($1,000,000.00) combined single limit for one (1) or more persons injured and property damage in each occurrence. 9.4 Governing Law. It is understood and agreed by and between the Authority and Consultant that this Agreement shall be deemed and construed to be entered into and to be performed in the County of Washoe, State of Nevada, and it is further understood and agreed by and between the parties hereto that the laws of the State of Nevada shall govern the rights, obligations, duties, and liabilities of the parties to this Agreement and also govern the interpretation of the Agreement. It is further understood and agreed by and between the parties hereto that any and all actions between the parties brought as a result of this agreement will be brought in the Second Judicial District Court in and for the County of Washoe, State of Nevada. Page 18 of 20

9.5 Notices. Any notices required or permitted to be given under this Agreement shall be deemed given when mailed to a party by certified mail, return receipt requested, to the address set forth following the signatures of the parties herein, or to such other address as a party shall give the other from time to time. 9.6 Successor in Interest. Subject to the provision regarding assignment, this Agreement shall be binding upon, and inure to the benefit and detriment of the successors in interest and permitted assigns of the parties hereto. 9.7 Amendments. This Agreement contains the entire understanding between the parties with reference to the matters contained herein, there being no terms, conditions, warranties, or representations other than those contained herein, and no amendments hereto shall be valid unless made in writing and signed by both to this Agreement. 9.8 Severability. To the extent that any provision hereof shall be finally determined by a court of competent jurisdiction to be void, illegal or otherwise unenforceable, the same shall have no affect upon the enforceability of the remaining provisions of this Agreement. 9.9 Attorneys Fees. In the event suit or action is instituted to enforce any of the terms or conditions of this Agreement, or litigation concerning the rights and duties of the parties to this Agreement, the losing party shall pay to the prevailing party, in addition to the costs and disbursements allowed by statutes, such sum as the court may adjudge reasonable after taking into account the extent to which the prevailing party prevailed as attorney's fees in such suit or action, in both trial and appellate court. IN WITNESS THEREOF, the parties hereto have executed this Agreement the day and year first above written. RENO-TAHOE AIRPORT AUTHORITY CONSULTANT By: By: STATE OF s. s. COUNTY OF s. Page 19 of 20

On this day of,2012 personally appeared before me, a notary public,, known to me to be the (title) of the Consultant named herein, and acknowledged that he executed the within Agreement on behalf of said Consultant. Attachments: Exhibit A Scope of Services Exhibit B Schedule of Fees Notary Public Page 20 of 20