REQUEST FOR PROPOSAL Amendment # 2

Transcription

1 CITY OF REDMOND Roberts Field Airport 2522 SE Jesse Butler Circle Redmond OR (541) Fax (541) REQUEST FOR PROPOSAL Amendment # 2 Date: April 26, 2017 Response To: Proposers From: Felila Narotski, City of Redmond Subject: Request for Proposal Paid Public Parking Management and Operation Services Roberts Field-Redmond Municipal Airport (RDM) This Amendment No. 2 consists of the City s responses to all Proposers written final questions: I. Final Questions from SP Plus Corporation, dated April 17, Please clarify the Term of the Agreement the RFP on page 5 of 52 indicates it is for 7 years, structured as 3 year primary term with two 2-year options. The sample contract on page 28 of 52 provides for a 7 year primary term plus two 2-year options (but gives the dates of a 3-year primary term of 7/1/2017 6/30/2020). Answer: Article II Term of Agreement in the sample Agreement on page 28 of 52 has clearly stated The term of this Agreement shall be for seven (7) years structured with a primary term that commences July 1, 2017, and expires on June 30, 2020, plus two 2-year options that shall be exercised at the sole discretion of the City. July 1, 2017 to June 30, 2020 indicates the 3-year primary term. 2. Will the City consider providing termination rights for the Operator in the event of a breach by the City that has not been cured within a reasonable period (i.e., 30 days)? Answer: Yes, the City has provided termination rights for the Operator in the event of breach by the City that has not been cured within a reasonable period. Article XXV General Provisions, point in the sample Agreement on page 48 of 52 has clearly stated: Company may terminate this Agreement upon 30 days written notice to City if City fails to pay Company pursuant to the terms of this Agreement and City fails to cure within 30 business days after receipt of Company s notice, or such longer period of cure as Company may specify in the notice. 3. Please confirm Bidders are to include in the Management Fee the cost for Commercial General Liability and all Contractual Liability insurance, with limits defined in the sample contract. Answer: The Bidders are not to include in the Management Fee the cost for Commercial Liability and all Contractual Liability insurance as stated on section g on page 31 of 52 of the sample Agreement. 4. Please confirm the City is responsible for all structural repairs and capital improvements, including replacements, upgrades or improvements to equipment, systems and fixtures. Answer: The City is responsible for structural repairs and capital improvements that include replacements, upgrades or improvements to equipment, systems and fixtures that are owned by the City. Page 1

2 CITY OF REDMOND Roberts Field Airport 2522 SE Jesse Butler Circle Redmond OR (541) Fax (541) Sample Contract, Article 8.1, Indemnity and Insurance would the City be willing to limit the Company s liability to costs and claims arising from the acts, omissions, breach of contract, negligence or willful misconduct of Company, its contractors, agents or employees only? Answer: No, the City will not be willing to limit the Company s liability to costs and claims arising from the acts, omissions, breach of contract, negligence or willful misconduct of Company, its contractors, agents or employees. 6. RFP, Exhibit D, page 23 of 52 - # 4 and # 5 Given the proposal page limit, will the Airport allow for the Employee Training Manual and/or Customer Service Training Materials to be included as exhibits and excluded from the 60-page maximum limit? Answer: Yes, the Employee Training Manual and/or Customer Service Training Materials may be included as exhibits and excluded from the 60-page maximum limit. 7. RFP, Exhibit D, page 23 of 52 - # 4 and # 5 please confirm that submitting one example for the items references in 5. Documentation, a-f is sufficient versus for each of the three (3) Operational References. Answer: No, each listed reference has to be submitted with the complete documentation required on point 5.a. to 5.f. stated on page 24 of 52 of the RFP. 8. The RFP and sample Agreement are silent on the payment of Sales Tax. Since the City is the merchant of record and all revenues are deposited directly into the City s bank account, please clarify the City is the responsible entity for payment to any city or governmental agency for any sales or parking tax due (in the event the parking revenue is not exempt from sales or parking tax). Answer: There is currently no sales tax within the City of Redmond. Redmond Municipal Airport s paid public parking facility is located within the City of Redmond, therefore the City does not have any responsibility for payment to any city or governmental agency for any sales or parking tax due even though customers may originate from cities that apply sales tax to their citizens. If sales tax or parking tax should occur during the period of this Agreement, an addendum will be issued. II. Final Questions from Republic Parking Systems, dated April 17, Please provide a copy of the existing agreement with the current Operator along with any addendums or extension documents. Answer: A copy of the existing agreement with the current Operator along with any addendum or extension documents are attached to this Amendment. See Exhibits A, A-1, A-2, and A Please provide a copy of the current Operator s Budget for the past two years. Answer: A copy of the current Operator s budget for the past two years is attached to this Amendment. See Exhibits B, C, and C Please provide a copy of the current Operator s reimbursed expenses for the past two years. Answer: A copy of the current Operator s reimbursed expenses for the past two years is attached to this Amendment. See Exhibit D. 4. When was the current revenue control system installed? Page 2

3 CITY OF REDMOND Roberts Field Airport 2522 SE Jesse Butler Circle Redmond OR (541) Fax (541) Answer: The current revenue control system was installed in January Who is the current service provider for the revenue control system? Answer: The current service provider for the revenue control systems is Scheidt & Bachmann. 6. Does the Airport pay the equipment service provider directly or is it a reimbursed expense to the Operator? Answer: The Airport pays the equipment service provider directly. 7. Are the required forms (Exhibits B, C, E) included in the page count? Answer: Yes, the required Exhibits B, C, and E are included in the page-count as these three (3) exhibits do not take many pages to complete. 8. Section items c and d are included as a reimbursable expense but item g indicates that insurance is not a reimbursable expense, please clarify. Answer: Section c and d under Article IV Annual Management Fee, Annual Operating Budget and Accounting Records in the sample Agreement on page 31 of 52 clearly refers to the Company s on-site employees health insurance and workers compensations, while section g on page 31 of 52 refers to cost of the insurance that is not related to the Company s on-site employees health insurance and/or workers compensation, such as Commercial Liability Insurance and Contractual Liability Insurance. Please refer to Final Question # 3 from SP Plus Corporation on page 1 of this Amendment. III. Final Question from Diamond Parking Service, dated April 18, Could you please clarify what equipment will be the responsibility of the parking Operator to furnish? I am referencing page 31 of the RFP states that office equipment for an office used in connection with the contract is not a reimbursable expense. Office equipment for on-site use is not listed as a reimbursable expense in section What computers, cash registers, and other equipment will need to be purchased by the contractor and which is furnished by the City of Redmond? If the computers are supplied by the City of Redmond, will we be able to use those computers for our business use, such as, accounting and , or will we need to purchase our own computers for said usage? Answer: The parking Operator needs to furnish the computer and the printer for its business use, such as accounting and for communication with the City and with the parking Operator head-quarter. The parking equipment, cash register, receipt printer, telephone device, microwave, and mini-refrigerator are furnished by the City. Page 3

4 CITY OF REDMOND Roberts Field Airport 2522 SE Jesse Butler Circle Redmond OR (541) Fax (541) IV. Final Question from LAZ Parking, dated April 18, Can the Authority please provide a copy of the existing staff schedule as well as a roster of the existing employee base with respective level of compensation? Answer: The City has contracted with the current paid public parking management and operation services. A copy of the existing staffing schedule is attached to this Amendment. See Exhibit C page 2 of Can the Authority please provide the 2016 actuals for the expense line items shown in the Year One budget within this RFP? Answer: A copy of the current Operator s 2016 actual expenses is attached to this Amendment. See Exhibit D. 3. In the RFP it states that the Operator is responsible for the management and operation of the City s paid public parking facilities but the year one budget does not include a line item for Revenue Control Systems expenses. Is this cost the responsibility of the Operator or the Authority? Answer: The Revenue Control System expenses is the responsibility of the City. 4. In section 3.3 the Authority references the purchase of the new revenue control equipment stating that upon purchase it will immediately become the property of the City. Can the Authority clarify if equipment purchased will be at the expense of the Operator or if the Authority intends to include the amortized cost of the equipment purchase as an approved reimbursable expense? Answer: All new revenue control system equipment and all other equipment purchased by the City during the term of this Agreement will be at the expense of the City and owned by the City. 5. Can the Authority clarify if the following expenses should be included in the Operator s budget: Internet, Telephone, Credit Card Fees? Answer: The Internet and telephone fees should be included in the Operator s budget. The Credit Card Fees should not be included in the Operator s budget. The City is responsible for paying the Credit Card Fees directly to the merchant bank. 6. Is the current staff union? If so can the Authority please provide a copy of the union agreement? Answer: The current staff is the employees of the current Operator of the paid public parking management and operations services, therefore the City cannot answer the question pertaining the current staff Union status, nor can the City provide a copy of the Union Agreement of the said staff. 7. If there are charges to employees for parking in the employee lot as stated in Article XI will the Operator be allowed to include this as a reimbursed expense? Answer: The charges to the Operator s onsite employees for parking in the employee lot as stated in Article XI Parking Regulations on page 38 of 52 of the sample Agreement is a one-time non-refundable charge of $10.00 parking card per employee and cannot be reused for new employee(s). Operator is not allowed to include its onsite-employee parking cards costs as reimbursed expense by the City. Page 4

5 CITY OF REDMOND Roberts Field Airport 2522 SE Jesse Butler Circle Redmond OR (541) Fax (541) Are revenues to be deposited into an Authority s bank account or the Operator s bank account? Answer: Revenues are to be deposited into the City s bank account daily. Page 5

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32 CONCESSION AGREEMENT ADDENDUMl THIS ADDENDUM TO CONCESSION AGREEMENT modifies the July I, 2010 CONCF..SSION AGREEMENT FOR PAID PUBLIC PARKING MANAGEMENT AGREEMENT FOR OPERATIONS AT ROBERTS FIELD-REDMOND MUNICIPAL AIRPORT (Concession Agreement) by and between the CITY OF REDMOND ("City.. ) and STANDARD PARKING CORPORATION ("Concessionaire"). WHEREAS, CITY owns and operates an airport known as the REDMOND MUNICIPAL AIRPORT located in Deschutes County, Oregon; and WHEREAS, On July 1, 2010, Concessionaire entered into an Concession Agreement for Paid Public Parking Management at Roberts Field-Redmond Municipal Airport located in and bout the terminal area; WHEREAS, Concessionaire provided written notice on March t 8, 20 t 6 of Administrative name change due to merger and provided backup merger documents dated November 25, 2013; WHEREAS, Concessionaire provided notice on March 18, 2016 of address change for Legal Department notification; and WHEREAS, Concessionaire wishes to continue the current concession agreement under the new name. NOW, THEREFORE, the parties agree lo as follows: A. The Concession Agreement is modified as follows: 1. concess10naire Re-Named: SP Plus Corporation B. Article XXVL - Notice change to: 1. With a copy to: SP Plus Corporation 200 East Randolph St, Suite 7700 Chicago, IL Attn: Legal Department C. In all other respects the concession agreement shall remain in full force and effect. DATED the 231'1 day of March 2016 CITY OF REDMOND Keith Witcosk, City Manager 2522 SE Jesse Butler Cr# 17 Redmond, OR ATTEST: a. n Fine Plus Corporation nior Vice President - West Airports PO Box San Francisco, CA / (650) \1 Copy to: Standard Parking Corp. 130 l East 9 1 h Street Suite 1050 Cleveland, OH 44114; and SP Plus Corporation 200 East Randolph Street, Suite 7700 Chicago, IL (Attn: Legal Department)

33 Tammy Rohach From: Sent: To: Cc: Subject: Jason Finch Friday, March 18, :58 PM Tammy Rohach Dave Hellerud; Zachary Bass Re: FW: SP Plus Name change letter Hi Tammy - good news, i got an exped'ited review. If you could kindly change the notification office of our Corporate office to the below address due to a recent move, we will be ready to sign. Please send at your first opportunity and I will sign and send back. SP Plus Corporation 200 East Randolph Street, Suite 7700 Chicago IL Attn: Legal Department Thanks - have a great weekend. Jason Finch Senior Vice President - West Airports P.O. Box San Francisco. CA p c: f: jfinch@spplus.com I On Fri, Mar 18, 2016 at 4:16 PM, Tammy Rohach <tammy.rohach@flyrdm.com> wrote: Thank you Jason... Thank you! Tammy From: Jason Finch [mailto:jfinch@spplus.com] Sent: Friday, March 18, :28 PM To: Tammy Rohach <tammy.rohach@flyrdm.com> Cc: Dave Hellerud <dhellerud@spplus.com>; Zachary Bass <zacharv.bass@flyrdm.com> 1

34 Tammy Rohach From: Sent: To: Cc: Subject: Attachments: Jason Finch Friday, March 18, :11 AM Dave Hellerud; Tammy Rohach Zachary Bass Re: FW: SP Plus Name change letter SP Plus Name Change Request 03_17 _2016.pdf Good morning Tammy, Per your conversation with Dave Hellerud, please find attached our request letter to change our name to SP Plus. I have attached the legal document again just so we have everything together in one request. Thank you again for your assistance. Please do not hesitate to contact me if I can be of any further assistance in this process. Jason Finch Senior Vice President - West Airports P 0 Box San Francisco. CA p c f jfinch@spplus.com I On Thu, Mar 17, 2016 at 5:42 PM, Dave Hellerud <dhellerud@spplus.com> wrote: Dave Hellerud Regional Manager - West Airports Centnf Parking PO Box Portland, OR p c f dhellerud@spplus.comiwww.spplus.com Forwarded message From: Tammy Rohach <tammy.rohach@flyrdm.com> 1

35 March 17, 2016 AIRPORT SERVICES SP+ Airport Services P.O. Box San Francisco. CA (650) Writer's Direct Line (650) Facsimile (786) Mobile jfinch(t/lspplus.com Ms. Tammy Robach Office Assistant Ill Roberts Field Redmond Municipal Airport 2522 SE Jesse Butler Circle #17 Redmond, OR RE: Request for Name Change Dear Tammy: Pursuant to recent conversations with our Dave Hellerud, I hereby formally request a name change for our Company from Standard Parking Corporation to SP Plus Corporation for our 2010 Concession Agreement with the City of Redmond. The corporation remains the same as evidenced by the attached document. Should the Airport desire to formulize the above request in an amendment to our Agreement, I am an authorized officer and can execute it on behalf of the Company. Following Is my contact information: Jason Finch SP Plus Corporation Senior Vice President - West Airports P.O. Box San Francisco, CA (650) jfinch@spplus.com If you have any questions or concerns, please contact me directly. s nce~~ ~ son Finch enior Vice President - West Airports cc: Dave Hellerud, Senior Manager

36 f})efaware PAGE 1 'JJie!first State I, JEFFREY W. BULLOCK, SECRETARY OF STATE 01' THE STATE OF DELAWARE, DO HEREBY CERTIFY 'l'he ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF OWNERSHIP, ffhich MERGES: "SP PLUS CORPORATION", A DELAffARE CORPORATION, WITH AND IN'l'O "STANDARD PARKING CORPORATION" UNDER THE NAME OF "SP PLUS CORPORATION", A CORPORATION ORGANIZED AND EXISTING UNDER THE LAWS OF 'I'HE STATE OF DELAWARE, AS RECEIVED AND FILED IN THIS OFFICE TBB TffENTY-FIFTH DAY OF NOVEMBER, A.D. 2013, A'I' 11:49 O'CLOCK A.H. AND I DO HEREBY FURTHER CERTIFY THAT THE EFFBCTIVE DATE OF THE AFORESAID CERTIFICATE OF OWNERSHIP IS 'l'be SECOND DAY OF DECEMBER, A.D A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO 'l'be NEW CASTLE COUNTY RECORDER OF DEEDS H DA'l'E: rou """"Y veri~ Chi certi~ic t onlin t cozp.del w" ce.gov/ uthver. ht:lllj.

37 State ~.Delaware Bem»tary ~ State llf.viaion of Corporations.Del.iv.red 11:57 Jal 11/25/2013 nu:o 11 :4J Ml ll/25/2013 SRV nu CERTIFICATE OF OWNERSHIP AND MERGER MERGING SP PLUS CORPORATION a Delaware Corporation WITH AND INTO STANDARD PARKING CORPORATION a Delaware corporation (Pursuant to Section 253 of the General Corporation Law of the State of Delaware) Standard Parking Corporation, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the "'Company"), DOES HEREBY CERTIFY: FIRST: That the name and state of incorporation of each of the constituent corporations of the merger is as follows: NAME Standard Parking Corporation SP Plus Corporation STATE OF INCORPORATION Delaware Delaware SECOND: That the Company is the owner of I 00% of the issued and outstanding shares of capital stock of SP Plus Corporation, a Delaware corporation (the "Subsidiary"). THIRD: That the Company shall be the surviving corporation. FOURTH: That the name of the Company as the surviving corporation shall be changed to "SP Plus Corporation." FIYfH: 'lbat the Company, by resolutions of its Board of Directors duly adopted at a meeting of the Board of Directors held September 25, 2013, determined to merge the Subsidiary with and into the Company upon the tenns and subject to the conditions set forth in said resolutions. A true copy of said resolutions is attached hereto as Exhibit A. Said resolutions have not been modified or rescinded and are in full force and effect on the date hereof. SIXTH: That the merger shall be effective on December 2, 2013.

38 IN WITNESS WHEREOF, the undersigned, being a duly authorized officer of the Company, has executed this Certificate of Ownership and Merger in the name and on behalf of the Company on and as of this 25lh day of November, Standard Parking Corporation a Delaware corporation By: Isl Robert N. Sacks Name:.R~o=be~rt~N~ ~S~a~ct~s~~~~~~~ Title: Executive Vice President Signature Page to Dclawan: Ccrtilicatc ofo\~n~rship and Mt'fler

39 EXHIBIT A WHEREAS, the Board deems it to be in the best interests of the Corporation that the Corporation name be changed to "SP Plus Corporation" (the.. Name Change") and that, consistent therewith, the NASDAQ ticker symbol for the Corporation be changed to "'SP" (the "Symbol Change''); and WHEREAS, Section 253 of the Delaware General Corporation Law (the.. OCL") pennits the Corporation to merge a wholly-owned subsidiary of the Corporation with and into itself, and take the name of such subsidiary pursuant to the terms of the merger without stockholder approval; and WHEREAS, the Board desires to form a wholly-owned Delaware subsidiary to be named "SP Plus Corporation" (the "Subsidiary") for the express purpose of merging the Subsidiary with and into the Corporation (the "Merger") and effecting the Name Change as pennitted pursuant to the provisions of the GCL. NOW, THEREFORE, BE IT RESOLVED, that the Corporation is hereby authorized to fonn and organize the Subsidiary. FURTHER RESOLVED, that the Merger, the Name Change and the Symbol Change are hereby approved. FURTHER RESOLVED, that set forth below are the tenns and conditions of the Merger: l. On the Effective Date (as defined below), the Corporation and the Subsidiary shall be merged into a single corporation by the Subsidiary merging with and into the Corporation. The Corporation shall be the surviving corporation {the "surviving corporation"). 2. The Merger shall be effective on December 2, 2013 (the "Effective Date"). 3. On the Effective Date, (a) The Corporation, as the surviving corporation, shall possess all the rights, privileges, powers and franchises of a public as well as of a private nature, and shall be subject to all the restrictions, disabilities and duties of each of the constituent corporations; and all property, real, personal and mixed, and all debts due on whatever account, including subscriptions to shares of capital stock, and all other choses in action and all and every other interest of, or belonging to, or due to, each of the constituent corporations shall be vested in the surviving corporation without further act or deed. (b) All the liabilities and obligations of each of the constituent corporations shall attach to and become liabilities and obligations of the surviving corporation and the surviving corporation shall be liable and responsible for all such liabilities and obligations; and any claim existing or action or proceeding pending by or against any of the constituent corporations may be prosecuted to judgment as if the Merger had not taken place, or the

40 surviving corporation may be substituted in its place and neither the rights of creditors nor any liens upon the property of any of the constituent corporations shall be impaired by the Merger. 4. Article First of the Certificate of Incorporation of the Corporation as in effect immediately prior 10 the Effective Date shall be amended to read as follows:.. lbe name of the Corporation is SP Plus Corporation." and as so amended, shall be the Certificate of Incorporation of the surviving corporation on and as of the Effective Date, and it shall thereafter continue to be the Certificate oflncorporation of the surviving corporation until duly amended or changed in accordance with the provisions of the General Corporation Law of the State of Delaware. 5. The By-laws of the Corporation in etlect immediately prior to the Effective Date shall continue as the By-laws of the surviving corporation on the Effective Date, and shall thereafter continue to be the By-laws of the surviving corporation until duly altered, amended or repealed as provided by law or such By-laws. 6. The officers and directors of the Corporation immediately prior to the Effective Date will continue as the officers and directors of the surviving corporation until such time as their successors are elected or until their earlier resignation or removal from office. 7. At the Effective Date, all of the shares of the Corporation issued and outstanding immediately prior to the Effective Date shall remain issued and outstanding and shall be the issued and outstanding shares of the surviving corporation. All of the shares of the Subsidiary issued and outstanding immediately prior to the Effective Date, which are held by the Corporation, shall be cancelled, and no further consideration shall be given therefor. FURTHER RESOLVED, that the proper officers of the Corporation (each an ''Authori.zed Otliccr" and together the "Authorized Officers" are hereby authorized, empowered and directed, in the name an on behalf of the Corporation, to execute, deliver and file, or cause to be filed, (i) any and all documents required to be executed and/or filed in connection with the formation of the Subsidiary, (ii) with the Delaware Secretary of State, a Certificate of Ownership and Merger reflecting the Merger and the Name Change, (iii) any and all documents and amendments as may be necessary in any state in which the Corporation is qualified to transact business to reflect the Merger and/or the Name Change, (iv) any and all documents that may be necessary or appropriate to reflect any and all assumed/fictitious or trade names that the Corporation may choose to use in its operations in any jurisdiction, (v) with The NASDAQ Stock Market, any and all documents that may be necessary to effect the Symbol Change, and (vi) with the Securities and Exchange Commission, any and all reports and other documents that may be necessary to disclose or otherwise reflect the Merger, the Name Change and the Symbol Change. FURTHER RESOLVED, that the Authorized Officers are hereby authorized, empowered and directed, in the name and on behalf of the Corporation to take any and all additional steps, and do all additional acts and things, including, without limitation, the execution, delivery and/or filing (with any jurisdiction, agency or other party) of any and all other agreements, instruments,

41 certificates and documents, as in the judgment of such Authorized Officers may be deemed necessary, desirable or appropriate to effect the Merger, Name Change and Symbol Change contemplated herein, and to otherwise carry out the purposes of the foregoing recitals and resolutions. FURTHER RESOLVED, that any and all actions heretofore taken by the officers, employees and agents of the Corporation, whether personally, or in the name or on the behalf of the Corporation, with respect to the foregoing recitals and resolutions, are hereby ratified, confinned and approved as the acts and deeds of the Corporation.

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