REQUEST FOR PROPOSALS FOR OPERATION OF THE PARKING FACILITIES AT FORT WAYNE INTERNATIONAL AIRPORT FORT WAYNE, INDIANA 46809

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3 REQUEST FOR PROPOSALS FOR OPERATION OF THE PARKING FACILITIES AT FORT WAYNE INTERNATIONAL AIRPORT FORT WAYNE, INDIANA April 4,

4 A. GENERAL INFORMATION SECTION I INTRODUCTION The Fort Wayne-Allen County Airport Authority (the Authority ) is seeking Proposals from experienced and qualified operators of parking facilities to operate the Authority s Parking Facilities at the Fort Wayne International Airport (the Airport ). In addition to the operation of the parking facilities, and as separate proposal components, Proposers are encouraged to include mobile payment options and the establishment and running of a valet service to include an outline of the program, fees to be charged, and the cost to the Authority for the initial set up and the yearly costs to operate a valet service. Proposers are cautioned to read all documents contained in this RFP fully and carefully. Defined terms used and not otherwise defined in this RFP shall have the meanings ascribed to them in Article I of the form of the Parking Facility Management Agreement (the Agreement ) set forth in Exhibit A to this RFP. The term of the completed Agreement to be executed by and between the Authority and the selected Proposer shall be three (3) years. The Authority shall have two (2) separate renewal options, each option being one (1) year in length. The selected Proposer that enters into the completed Agreement is sometimes referred to as the Operator in this RFP. The Authority reserves the unilateral right to amend this RFP in writing at any time. The Authority also reserves the right to cancel or reissue this RFP in its sole discretion. Any issued addendums to this proposal will be posted on the Authority s website at fwairport.com, Authority Business, Solicitation and Bidding. It will be the responsibility of interested firms to obtain any and all posted addendums. A Proposer may submit only one Proposal in response to this RFP. The Authority shall receive sealed Proposals until 5:00 p.m., Eastern Daylight Time, on May 21, 2018, at the offices of the Fort Wayne-Allen County Airport Authority, Suite 209, 3801 W. Ferguson Road, Fort Wayne, IN Authority shall have the right, in its sole discretion, to extend the due date for Proposals. Authority assumes no responsibility for Proposals not properly addressed or identified. Proposals submitted after the deadline specified by Authority for the submission of Proposals shall not be considered and shall be returned unopened. Each Proposer must submit one original and three (3) copies for a total of four (4) copies. The outside of the package shall be sealed and clearly indicate the name of the Proposer and the title of this RFP. Each proposer should also include an electronic copy of their submission (USB Drive). A pre-proposal meeting will be held at 1:00 p.m. Eastern Daylight Time, on April , at the Authority s Boardroom on the second floor of the Terminal at 3801 W. Ferguson Road, Suite 209, Fort Wayne, IN The purpose of the pre-proposal meeting will be to discuss the requirements and objectives of this RFP. 2

5 Questions must be received no later than 5 p.m. Eastern Daylight Time on May 1, Every request for interpretation or correction must be made in writing and sent by to kscherer@fwairport.com. All interpretations and supplemental instructions from the Authority will be in the form of a written addendum, which, if issued, will be posted on the Authority s website at fwairport.com, Authority Business, Solicitation and Bidding. It will be the responsibility of interested firms to obtain any and all posted addendums. Proposer should acknowledge receipt of any addendum on the Acknowledgement of Addenda form set forth in APPENDIX C to this RFP. Each Proposer, including, without limitation, its agents, employees, representatives, lobbyists, attorneys, proposed partner(s), subconsultant(s), subcontractor(s), joint venture(s) and member(s), must refrain, under penalty of such Proposer s disqualification from this RFP process, from direct or indirect contact for the purpose of influencing the selection or creating bias in the selection process with any person who may play a part in the selection process, including members of the group established by Authority to review the Proposals (the Evaluation Panel ), members of Authority s Board of Directors, counsel to Authority and employees of Authority. The intent of this policy is to ensure fair and equitable treatment of all potential Proposers and compliance with the legal requirements applicable to Authority s contracting process. Proposals not submitted in accordance with the requirements of this RFP may be deemed non-responsive and rejected. All forms and information contained in Proposals shall become the property of Authority and will not be returned after the deadline for submission of Proposals. This RFP does not commit the Authority to award an Agreement or to pay any cost incurred in the preparation of a Proposal. The Authority specifically reserves the right to accept or reject any and all Proposals submitted and to negotiate with the selected Proposer on changes, additions or deletions to the terms of the completed Agreement to be executed by Authority and the selected Proposer. The Authority will not accept any amendments, revisions or alterations to Proposals after the deadline for the submission of Proposals unless specifically requested, in writing, by the Authority. By submitting a Proposal, a Proposer certifies that no amount shall be paid directly or indirectly to an employee or official of the Authority as wages, compensation or gifts in exchange for acting as an officer, agent, employee, subcontractor or consultant to such Proposer in connection with this RFP. Any individual, company or other entity involved in assisting the Authority in the development, formulation or drafting of this RFP or its scope of services shall be considered to have been given information that would afford an unfair advantage over other Proposers, and any such individual, company or other entity may not submit a Proposal in response to this RFP. 3

6 1. Airport and Public Parking Facilities Overview The Authority provides the following information to potential Proposers, but the accuracy of this information is not guaranteed and the continued performance of the Airport in accordance with any trends that are or may be inferred from such information is not guaranteed. Each Proposer is responsible for performing its own independent investigation of the Airport as such Proposer deems necessary or appropriate. a. Airport Information The Airport is currently served by four (4) carriers with a total of 368,282 (enplaned and deplaned) passengers reported for the 2017 calendar year. One hundred percent of enplaning passengers at the Airport are origination and destination passengers, which mean that their travel originates or terminates at the Airport. b. Parking Facilities. The Premises includes a Toll Plaza and surface parking only as follows: Description Spaces Entry Lanes Exit Lanes Economy Parking Lot 261 2* Long-Term Parking Lot 1,467 3 Short-Term Parking Lot Long-Term Credit Card Lot TOTAL PUBLIC SPACES 2,037 Employee Parking Lot 138 Manager Parking Lot 44 Tenant Manager Parking Lot 22 A map, depicting these lots and the location of the toll plaza, is contained in Appendix G. The terminal entrance road project, to be completed prior to the contract start date, will be making some changes to the economy lot. The Economy Parking Lot will be controlled by two (2) entrance gates that each include automatic ticket dispensers and barrier gate arms. The existing booth that is unmanned will be demolished and create new entrances into the lot. An exit ticket dispenser and barrier gate arm are to be positioned at the exit funneling traffic through the long term lot for final exit through the Toll Plaza. This will be programmed at 30 minutes or passengers are charged at the long-term rate. 4

7 The Long-Term Parking Lot is controlled by three (3) entrance gates with each including automatic ticket dispensers and barrier gates. There is also one (1) proximity activated exit gate allowing short term traffic to enter long term to exit through the Toll Plaza. The Short-Term Parking Lot consists of three (3) entrance gates with each including automatic ticket dispensers and barrier gates. The Long-Term Credit Card Lot consists of one (1) entrance gate that includes automatic ticket dispenser and barrier gate. A credit card ticket payment dispenser and barrier gate are arm are located at the exit. The West Manager Parking Lot consists of forty-four (44) spaces and is controlled by one entrance/exit barrier gate consisting of an AVI card reader. The East Tenant Manager Parking Lot consists of twenty-two (22) spaces and is controlled by one entrance/exit barrier gate consisting of an AVI card reader. The Employee Lot has surface parking for one hundred thirty-eight (138) vehicles and is controlled by one entrance barrier gate and one exit barrier gate each with an AVI card reader. c. Airport Parking Rates. The current rates charged to users of the Public Parking Facilities are set forth below: Short Term 0 to 30 min Free 30 to 60 min $2.00 Each additional hour of fraction thereof $ hour maximum $14.00 Lost ticket minimum fee Daily Rate Long Term Per hour or fraction thereof $ hour maximum $9.00 Lost ticket minimum fee Daily Rate Economy Lot: Credit Card Only Per hour or fraction thereof $2.00 Flat daily rate $8.00 Weekly maximum rate $40.00 Lost ticket minimum fee Daily Rate The foregoing parking rates were last adjusted in January The Authority maintains the discretion to adjust parking rates, based upon its business and operational needs. 5

8 d. Toll Plazas/Equipment. The Long Term, Short Term Lot, and Economy lot exit through one common Toll Plaza which currently includes a total of three (4) exit lanes with three (3) individual payment booths plus one (1) credit card only lane. As noted on Appendix G, changes to the parking lots will occur in the Spring/Summer of It is anticipated changes that impact parking operations will be completed before October 1, The following equipment upgrades were installed and completed in 2016 and are owned by the Authority: Short Term Entry Lanes (3ST): 3 Designa Abacus Blue Edition Plus IN Terminal magnetic stripe 3 Barrier gate arms with 10 ft straight arm 2 AVI readers w/ poles Long Term Entry Lanes (3LT): 3 Designa Abacus Blue Edition Plus IN Terminal magnetic stripe 3 Barrier gate arms with 10 ft straight arm 2 AVI readers w/ poles Pass through gate: 1 Barrier gate arm with 14ft straight arm 1 CR120 Control Module Long Term (Credit Card Only) 1 Blue Edition Plus IN Terminal Magnetic Stripe 1 Blue Edition Plus OUT Terminal Magnetic Stripe 1 XENOA EMV Reader 1 XEONA Contact Reader 2 Barrier Gates w/ 10 Straight Arm 2 AVI Readers w/ Pole Economy Lot 2 Blue Edition Plus IN Terminal Magnetic Stripe 1 Blue Edition Plus OUT Terminal Magnetic Stripe 1 XENOA EMV Reader 1 XENOA Contact Reader 3 Barrier Gate w/ 10 Straight Arm 2 AVI Readers w/ Pole Toll Plaza Exit Lanes (2 Fee Computer/1 Credit Card): 2 WIN POS Manual Fee Computer 2 Exit Cashiering Function P-USI 6

9 2 Blue Edition Plus OUT Terminal Magnetic Stripe w/emv 4 XENOA EMV Reader 4 Barrier Gate w/ 10 Straight Arm 2 AVI Readers w/ Pole Employee Lot 2 Barrier Gates w/ 10 Straight Arm 2 CR 120 w/intercoms 2 AVI Readers w/ Poles Rental Car Lot 1 Barrier Gate w/ 10 Straight Arm Taxi Chute 1 Barrier Gate w/ 10 Straight Arm 1 CR 120 w/ Intercom 1 AVI Reader w/ Pole East Manager Lot 1 Barrier Gate w/ 10 Straight Arm 1 CR 120 w/ Intercom 1 AVI Reader w/ Pole West Manager Lot 1 Barrier Gate w/ 10 Straight Arm 1 CR 120 w/ Intercom 1 AVI Readers w/ Pole Office 1 Compact PLUS DBS Car Park Management System 18 License per LCC 1 3C Credit Card Solution 1 WEB Validation 1 Tariff Change Unit Motorized 1 VoIP Server 1 License Plate Inventory Integration e. Office Facilities and Storage. The existing operator uses the second toll booth at the Toll Plaza as office space. A restroom and storage space is available for use by the Operator s personnel in the first toll booth. The Operator has a small storage shed for snow removal equipment as well as a small metal shed to keep supplies in. The Operator will have use of these facilities as needed for operations. 7

10 f. Shuttle Operations The Authority currently operates a Shuttle Van Service between the Terminal and each of the Parking Facilities. This service begins at 5 a.m. and ends at 12 midnight. The Operator has no obligation to, or responsibility for, the operation of the Shuttle Bus Service. However, the Operator communicates via a radio with the shuttle drivers when a customer requests that the Operator contact the shuttle service for them. g. Gross Receipts and Reimbursable Expenses. The gross receipts reported by the incumbent operator and manager of the Public Parking Facilities are as follows: Total Long Term Short Term Economy Contract Year Gross Receipts Revenue Revenue Revenue 2016/17 $ 3,963,918 $ 2,778,001 $ 636,675 $ 549, /16 $ 3,847,938 $ 2,621,241 $ 636,062 $ 590, /15 $ 3,563,049 $ 2,437,432 $ 636,516 $489, /14 $ 3,028,957 $ 2,050,743 $ 527,522 $ 450,692 8

11 h. Enplanements January 28,533 27,111 26,842 21,299 21,131 February 28,223 26,930 25,336 22,768 20,408 March 34,125 33,126 33,961 29,504 26,404 April 28,685 29,469 29,886 26,479 22,088 May 31,099 30,208 30,842 26,948 24,747 June 33,064 34,218 32,612 28,689 27,874 July 32,022 34,206 33,850 29,432 27,865 August 28,802 30,108 29,485 27,253 26,374 September 27,702 28,778 27,860 25,253 25,534 October 34,365 31,652 31,388 29,372 27,719 November 30,560 28,954 28,215 27,501 24,046 December 31,102 31,124 28,774 29,653 24,471 TOTAL: 368, , , , ,661 B. Scope of Work The Operator will operate and manage the Premises, which consist of the Public Parking Facilities, Taxi Chute, Employee Parking Facilities, and the Toll Plazas. The Operator shall be required to operate and manage the Parking Facilities twenty-four (24) hours per day, seven (7) days a week, with sufficient personnel to ensure an effective, efficient, courteous and convenient parking operation for visitors to and users of the Airport. The Operator shall operate each Parking Facility and provide all services that are required under this RFP, its Proposal and the completed Agreement with Authority, including, without limitation, the following: Collecting parking fees and charges established by Authority; Providing the number of pick-ups per taxi company in the taxi chute; 9

12 Providing a monthly accounting of all expenses to Authority and providing daily copies of all deposits made to Authority s designated bank account; The Operator shall be responsible for and shall abide by all ordinances and laws pertaining to the operation of the Premises and shall obtain all required licenses and permits and satisfy any other technical requirements at its own expense. Authority may make periodic and routine inspection of the Premises and the equipment therein to determine whether the Operator is in compliance with the Operator s obligations regarding the Premises; Keeping all areas of the Premises safe, clean and orderly at all times and in strict accordance with Applicable Laws, including, without limitation, the rules and regulations of Authority; Removing improperly parked or abandoned vehicles from all Public Parking Facilities; Completing a nightly license plate inventory of all vehicles parking on the Public Parking Facilities; Providing free emergency public services, including, without limitation, jump-starting of vehicles, vehicle lock-out assistance, inflation of tires and car-search assistance in parking areas designated by Authority; Maintaining equipment and facilities as prescribed in the Agreement; The operation and maintenance of the revenue control system; Receiving, reporting, tracking and responding to all complaints and all claims made for losses, damage or injuries on Premises in a manner satisfactory to the Authority; Performing mandatory criminal background checks on all potential employees prior to employment; and Performing snow and ice removal including application of de-icing materials acceptable to the Authority. Additionally, if the Authority decides to include valet parking or other suggested enhancements in the Agreement terms, Operator will operate and manage all aspects of the valet service or enhancements as outlined in Proposer s response to this RFP and as agreed to by the Authority. The Operator shall accept the Premises and the associated equipment provided in their asis, where-is condition and shall be responsible for any interior modifications, as the Operator deems necessary; provided, however, that the Operator must first obtain the Authority s written approval of any alteration of the physical facilities or the installation of replacement or additional equipment. Authority shall have the right to require that any practices inconsistent with this RFP, the Operator s Proposal or the completed Agreement be discontinued or remedied immediately. Failure of the Operator to take appropriate action after notification from Authority may result in termination of the Agreement. C. General Operator Requirements 1. Term of Agreement. Authority anticipates entering into the completed Agreement for a term of three (3) years. The Authority shall have two (2) separate renewal options, each option being one (1) year in length. 10

13 2. Knowledge of the Airport. Employees of the Operator are expected to be able to assist Airport patrons with wayfinding in the vicinity of the Airport. 3. Insurance. The Operator must comply with the insurance requirements set forth in Article 13 of the form of the Agreement set forth in Exhibit A to this RFP. 4. Cleaning and Snow Removal. The Operator shall be solely responsible for the pick-up and removal of trash and the removal of snow and ice so as to maintain a safe, neat and orderly operation at all times. Authority personnel will use Authority owned street sweepers to sweep the Parking Facilities as coordinated with the Operator. The Operator shall make all areas of the Premises available for examination to Authority s authorized personnel at any time. Daily custodial services inside the toll facilities shall be the responsibility of the Operator. 5. Subcontracts. Authority must approve all subcontracts prior to the execution thereof by the Operator. In addition, the Operator may not assign, delegate, transfer or convey to any person or entity the right to operate the Parking Facilities without the prior written approval of Authority. 6. Airport Modifications. Authority shall have the right, at any time and from time to time prior to and during the Term of the Agreement, in the interest of the efficient operation of the Airport, to close, move or alter any roadway, Parking Facility, vehicular entrance or exit or common corridor, passageway, walkway or other common areas in the Terminal, including, without limitation, entrances, exits, passages, halls, corridors, aisles, stairways, elevators or escalators, or to restrict or change the traffic on or through any thereof. The Operator shall not have any claim against Authority for such action, nor shall such action by Authority release the Operator from any of its obligations under the Agreement. 7. Fines. By the submission of a Proposal, each Proposer agrees that the fines set forth in the form of Agreement set forth in Exhibit A to this RFP are reasonable and, if awarded the Agreement, agrees to pay Authority such fines in accordance with the completed Agreement at the rates or in the amounts specified therein upon written demand by Authority. 11

14 8. Operator s Property. The Operator shall be solely responsible for security measures required to protect its area, equipment, materials and receipts. Such security measures may not violate other provisions contained in the Agreement. 9. Uniforms and Identification. The Operator s employees shall, at all times, wear neat and clean attire. All such attire as outlined in the Agreement shall be subject to the prior approval of Authority. Operator s employees shall at all times on duty wear identification badges provided by Operator. 10. Repairs and Maintenance. The Operator shall be responsible for the loading of tickets, the clearing of ticket jams and adjustments to ticket dispensers and gate arms to ensure the continuous and efficient operation of the computerized revenue control systems of the Parking Facilities. Operator shall be responsible for preventive maintenance and repair of all equipment within the Parking Facilities. No alterations or additions shall be made to the Premises or the equipment without the prior written approval of Authority. Authority personnel shall be responsible for entering employee parking pass information into the system and purchasing tickets, access cards, and other supplies as needed and coordinated with the selected Operator. 11. Applicable Laws. Proposers shall comply fully with all Applicable Laws, including, without limitation, the rules and regulations promulgated by Authority, the State of Indiana and the federal government of the United States of America. 12. Security Requirements. The Operator must agree to observe all security requirements of the Transportation Security Administration (TSA), 49 C.F.R. Parts 1540 and 1542, and the Airport Security Plan, and to take such steps as may be necessary or directed by Authority to ensure that its operations and that of its subcontractors, material suppliers, employees, invitees and guests observe these requirements. If Authority incurs any fines and/or penalties imposed by the TSA or any expense in enforcing the regulations of the TSA and/or the Airport Security Plan as a result of the acts or omissions of the Operator or any of its subcontractors, material suppliers, employees, invitees or guests, the Operator shall agree to pay and/or reimburse Authority for such fines and/or penalties. 13. Airport Concessions Disadvantaged Business Enterprise Participation The requirements of 49 CFR Part 23, regulations of the U.S. Department of Transportation, applies to this concession. It is the policy of the Fort Wayne-Allen County Airport Authority to practice nondiscrimination based on race, color, sex, or national origin in the award or performance of this contract. All firms qualifying under this solicitation are encouraged to submit bids/proposals. An 12

15 ACDBE concession specific goal has not been established for the contract. However, the Authority encourages the Proposer to have ACDBE participation. Please be advised that the Fort Wayne-Allen County Airport Authority is required to submit a new plan every 3-years. It is a possibility that our new 3-year plan for FFY will include a contract goal for this concession. In order to meet the program requirements and comply with grant assurances and amendment incorporating the good faith efforts to meet this goal would be required under the Right to Amend Clause contained in Section of the Form of Agreement Contained in Exhibit A. 14. Civil Rights Provisions General Civil Rights Provisions The operator agrees to comply with pertinent statutes, Executive Orders and such rules as are promulgated to ensure that no person shall, on the grounds of race, creed, color, national origin, sex, age, or disability be excluded from participating in any activity conducted with or benefiting from Federal assistance. If the operator transfers its obligation to another, the transferee is obligated in the same manner as the operator. Compliance with Nondiscrimination Requirements: During the performance of this contract, the Contractor, for itself, its assignees, and successors in interest (hereinafter referred to as the Contractor ), agrees as follows: 1. Compliance with Regulations: The Contractor (hereinafter includes consultants) will comply with the Title VI List of Pertinent Nondiscrimination Acts and Authorities, as they may be amended from time to time, which are herein incorporated by reference and made a part of this contract. 2. Nondiscrimination: The Contractor, with regard to the work performed by it during the contract, will not discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors, including procurements of materials and leases of equipment. The Contractor will not participate directly or indirectly in the discrimination prohibited by the Nondiscrimination Acts and Authorities, including employment practices when the contract covers any activity, project, or program set forth in Appendix B of 49 CFR part Solicitations for Subcontracts, including Procurements of Materials and Equipment: In all solicitations, either by competitive bidding or negotiation made by the Contractor for work to be performed under a subcontract, including procurements of materials, or leases of equipment, each potential subcontractor or supplier will be notified by the Contractor of the contractor s obligations under this contract and the Nondiscrimination Acts and Authorities on the grounds of race, color, or national origin. 4. Information and Reports: The Contractor will provide all information and reports required by the Acts, the Regulations, and directives issued pursuant thereto and will permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the sponsor or the Federal Aviation Administration to be pertinent to ascertain compliance with such Nondiscrimination Acts and Authorities and instructions. Where any information required of a contractor is in the 13

16 exclusive possession of another who fails or refuses to furnish the information, the Contractor will so certify to the sponsor or the Federal Aviation Administration, as appropriate, and will set forth what efforts it has made to obtain the information. 5. Sanctions for Noncompliance: In the event of a Contractor s noncompliance with the non-discrimination provisions of this contract, the sponsor will impose such contract sanctions as it or the Federal Aviation Administration may determine to be appropriate, including, but not limited to: a. Withholding payments to the Contractor under the contract until the Contractor complies; and/or b. Cancelling, terminating, or suspending a contract, in whole or in part. 6. Incorporation of Provisions: The Contractor will include the provisions of paragraphs one through six in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Acts, the Regulations, and directives issued pursuant thereto. The Contractor will take action with respect to any subcontract or procurement as the sponsor or the Federal Aviation Administration may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, that if the Contractor becomes involved in, or is threatened with litigation by a subcontractor, or supplier because of such direction, the Contractor may request the sponsor to enter into any litigation to protect the interests of the sponsor. In addition, the Contractor may request the United States to enter into the litigation to protect the interests of the United States. Title VI List of Pertinent Nondiscrimination Acts and Authorities During the performance of this contract, the Contractor, for itself, its assignees, and successors in interest (hereinafter referred to as the Contractor ) agrees to comply with the following non-discrimination statutes and authorities; including but not limited to: Title VI of the Civil Rights Act of 1964 (42 USC 2000d et seq., 78 stat. 252) (prohibits discrimination on the basis of race, color, national origin); 49 CFR part 21 (Non-discrimination in Federally-assisted programs of the Department of Transportation Effectuation of Title VI of the Civil Rights Act of 1964); The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 USC 4601) (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects); Section 504 of the Rehabilitation Act of 1973 (29 USC 794 et seq.), as amended (prohibits discrimination on the basis of disability); and 49 CFR part 27; The Age Discrimination Act of 1975, as amended (42 USC 6101 et seq.) (prohibits discrimination on the basis of age); Airport and Airway Improvement Act of 1982 (49 USC 471, Section 47123), as amended (prohibits discrimination based on race, creed, color, national origin, or sex); The Civil Rights Restoration Act of 1987 (PL ) (broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, the Age Discrimination Act 14

17 of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms programs or activities to include all of the programs or activities of the Federal-aid recipients, sub-recipients and contractors, whether such programs or activities are Federally funded or not); Titles II and III of the Americans with Disabilities Act of 1990, which prohibit discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities (42 USC ) as implemented by U.S. Department of Transportation regulations at 49 CFR parts 37 and 38; The Federal Aviation Administration s Nondiscrimination statute (49 USC 47123) (prohibits discrimination on the basis of race, color, national origin, and sex); Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations, which ensures nondiscrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations; Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of limited English proficiency (LEP). To ensure compliance with Title VI, you must take reasonable steps to ensure that LEP persons have meaningful access to your programs (70 Fed. Reg. at to 74100); Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities (20 USC 1681 et seq) The Operator for himself/herself, his/her heirs, personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree that (1) no person on the ground of race, color, or national origin, will be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities, (2) that in the construction of any improvements on, over, or under such land, and the furnishing of services thereon, no person on the ground of race, color, or national origin, will be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination, (3) that the Operator will use the premises in compliance with all other requirements imposed by or pursuant to the List of discrimination Acts And Authorities. D. RFP Schedule The Authority has adopted the following tentative schedule for the submission of Proposals, the award of the Agreement, and the final execution of the completed Agreement under this RFP: 15

18 Official Release of RFP April 4, 2018 Pre-Proposal Meeting April 24, :00 p.m. (Eastern Daylight) Deadline for questions from Proposers May 1, :00 p.m. (Eastern Daylight) Proposal submission deadline May 21, :00 p.m. (Eastern Daylight) Interviews (if deemed needed) Week of June 18, 2018 Anticipated Contract Award July 16, 2018 Commencement of New Operator Agreement October 1, 2018 All dates specified in this RFP are subject to change without notice and without liability to Authority or its Board, officers, directors, employees, consultants, agents or representatives. Award of the Agreement and the final execution and commencement of the completed Agreement are subject to the approval of Authority s Board of Directors. D. Financial Considerations 1. Management Fee and Reimbursable Expenses. In the completed Agreement, Authority shall agree to pay to the Operator, and the Operator shall agree to accept from the Authority as full and complete payment for successful performance of the Operator for the management, operation, administration, and insurance costs for the operation of the Premises (excluding Reimbursable Expenses), an annual management fee (the Management Fee ), which shall be payable in equal monthly installments. Pursuant to its Proposal, a Proposer must propose the Management Fee to be paid in the event such Proposer is the selected Proposer. The Authority also shall agree to reimburse the Operator for Reimbursable Expenses incurred in the operation of the Premises under the procedures and subject to the terms and conditions provided by the completed Agreement. 2. Performance Incentive Bonus. To facilitate a strong, sound, mutually beneficial relationship with the Operator, the completed Agreement shall provide the Operator an opportunity to receive an annual performancerelated incentive bonus. This bonus is not guaranteed and shall be paid solely at the discretion of the Authority based on an annual evaluation of the Operator s performance. The form of Agreement set forth in Exhibit A to this RFP contains a performance evaluation form and a bonus calculation form for use by the Authority, both of which are subject to modification and revision 16

19 in the final executed Agreement. The incentive bonus shall at no time exceed one-half of one percent (0.5% or.005) of Net Operating Income (as defined in the Agreement) from operation of the Parking Facilities. Objective and subjective areas that the Authority may consider when determining any annual performance-related incentive bonus available to the Operator include matters such as customer service, efficiency of operations, budget attainment, management performance, and responsiveness to Authority. A. Proposal Format. SECTION II PROPOSAL EVALUATION PROCESS Each Proposal submission shall consist of the following: The Main Proposal Documents, which means the following parts of a completed Proposal: (i) the executive summary of important features of the Proposal, including the relevant qualifications of the Proposer, the highlights of the Proposal, and any additional information that the Proposer believes is particularly important to the Proposer s qualifications; (ii) the completed forms set forth in APPENDIX A and APPENDIX B to this RFP, including the Additional Proposal Requirements described therein (with the exception of materials included within the Support Documents); (iii) the completed Acknowledgement of Addenda set forth in APPENDIX C to this RFP; (iv) the completed Affidavit of Non-Collusion set forth in APPENDIX E to this RFP; and (v) the Proposer s ACDBE Participation Form set forth in APPENDIX F to this RFP; The Support Documents, which means the parts of a completed Proposal consisting of partnership, joint venture and subcontract forms, ACDBE certificates, employee training manuals and handbooks, audited financial statements, and other supplemental information and materials requested or required under APPENDIX B to this RFP; and The Proposal Guarantee from the Proposer in the form of a bank cashier s check or a proposal bond in the form of APPENDIX D to this RFP, made payable to Authority, in the amount of Five Thousand and No/100 Dollars ($5,000.00), to be held and applied as provided in this RFP. In the event the Authority indicates its intent to award the Agreement to a Proposer but such Proposer fails or refuses to enter into the completed Agreement or in the event a Proposer fails to comply with the terms and conditions of its Proposal, Authority shall retain such Proposer s Proposal Guarantee as liquidated damages. All Proposal Guarantees will be retained by the Authority until such time as an Agreement has been signed, at which time, the unsuccessful Proposal Guarantees will be returned. 17

20 A Proposer may withdraw its Proposal provided that its request is in writing, sent by certified U.S. Mail or overnight delivery service prior to the Proposal submission deadline. A request to withdraw a Proposal by telephone, facsimile transmission, or other electronic means shall not be considered by Authority as a withdrawal of a Proposal. Each Proposer must carefully examine this RFP and the Airport to become fully informed of the conditions to be encountered, the character, quality and quantities of the services to be performed, and the materials to be furnished in responding to this RFP. All efforts by a Proposer to investigate and perform due diligence concerning the Airport and this RFP shall be conducted with minimum interference to the operations of the Airport and the current parking provider. A Proposer s failure to understand the conditions to be encountered, the character, quality and quantities of the services to be performed, or the materials to be furnished in responding to this RFP will not enable a Proposer to withdraw its Proposal without loss of its Proposal Guarantee. The Main Proposal Documents and the Support Documents shall be printed single-sided and in at least ten (10)-point type. All pages included in the completed Main Proposal Documents must be sequentially numbered within each section. Authority encourages clarity and brevity and requests that Proposers do not include a large amount of information that is not directly relevant to their Proposals. The Main Proposal Documents and the Support Documents shall be submitted in a loose-leaf three (3) ring binder type folder or notebook with tabs. All pages are to be on 8½ x 11 paper. The Proposal Guarantee shall be submitted in a sealed envelope and correctly labeled as such. The Main Proposal Documents shall be fully and correctly completed in every respect by an authorized representative of the Proposer. The authorized representative shall attest to the truth of the statements made in the Main Proposal Documents by properly acknowledging the statements before a Notary Public where indicated. In completing its Proposal, a Proposer shall not add, delete or vary any of the terms and conditions of any document prepared by Authority. In the event a Proposer makes any changes in any such document, Authority may, in its sole discretion, reject its Proposal. Each Proposer must list the name of any proposed subcontractor and the service that is to be provided by each such subcontractor in its Proposal where required (Appendix A). All subcontractors must meet all conditions and requirements applicable to the Proposer. Authority shall not allow the same service to be provided by more than one entity. Nothing in this Section I.D. will be construed as creating any contractual rights between any subcontractor and the Authority. Minimum Qualifications for Proposers. The selected Proposer must have a minimum of ten (10) years of continuous experience in the management and operation of public parking facilities and at least one (1) parking facility that has or had an aggregate total of two hundred thousand (200,000) transactions annually and two million dollars ($2,000,000) in annual revenue. A potential Proposer that does not meet these minimum qualifications is encouraged to explore cooperative ventures with more established operators, to the extent permitted by the terms of this RFP. 18

21 DBE Goal and Local Participation. The requirements of 49 CFR Part 23, regulations of the U.S. Department of Transportation, applies to this concession. It is the policy of the Fort Wayne-Allen County Airport Authority to practice nondiscrimination based on race, color, sex, or national origin in the award or performance of this contract. All firms qualifying under this solicitation are encouraged to submit bids/proposals. An ACDBE concession specific goal has not been established for the contract. However, the Authority encourages the Proposer to have ACDBE participation. The concession firm should submit the following relating to any ACDBE firms it proposes to use on this project: (1) the names and addresses of ACDBE firms and suppliers that will participate in the concession, (2) A description of the work that each ACDBE will perform; (3) The dollar amount of the participation of each ACDBE firm participating; (4) Written and signed documentation of commitment to use a ACDBE whose participation it submits to meet a contract goal; (5) Written and signed confirmation from the ACDBE that it is participating in the concession as provided in the prime concessionaire s commitment; ACDBEs identified in a Proposal must be certified as an ACDBE by the Unified Certification Program (UCP) prior to commencement of the Agreement in order to be eligible to count their participation. The Indiana Department of Transportation is the approved certifying agency for the UCP in the State of Indiana. Certification inquiries may be directed to the DBE Certification contacts listed at A directory of certified firms is located at B. Evaluation Process The Authority will review all Proposals for completeness and adherence to the requirements of this RFP. Proposals that are not received prior to the specified time on the due date will be considered non-responsive. A Proposal that is incomplete or is not submitted in accordance with the formatting requirements of this RFP may be deemed non-responsive and disqualified from the process. The selected Proposer must have the necessary experience, organizational and financial capability to fulfill the conditions of the executed Agreement. The Authority reserves the sole right to determine the sufficiency of the experience and qualifications of all Proposers. Authority also reserves its right to negotiate with any selected Proposer any changes, additions and/or deletions to the Proposer s Proposal. The Authority will select the Evaluation Panel to review all Proposals. Upon the completion of the initial review of Proposals by the Evaluation Panel, the Authority may develop a short list of Proposers for interviews. Any such short list shall identify those Proposers that the Evaluation Panel has determined have the greatest likelihood of obtaining the award of the Agreement. A Proposer shall have a minimum of ten (10) years continuous experience in the operation of public parking facilities with references to be furnished. A Proposer most also manage or have managed at least one (1) facility with (a) an aggregate total of two hundred thousand (200,000) 19

22 transactions annually, and (b) annual revenue of at least two million dollars ($2,000,000). Proposer shall provide its DUNS number and financial statements for 2016 and Authority has developed the following criteria for the evaluation of Proposals by the Evaluation Panel: Criteria for Evaluation: 1. Experience 10% 2. Financial Responsibility 5% 3. Management Fee 35% 4. Quality of Proposal 5% 5. Management and Operating Plans 30% The Proposer s number of years and relevancy of experience in the industry; financial performance with regard to existing facilities; industry achievements (national recognition from industry organizations and local and regional recognition); and references on past and existing performance at airports. The Proposer s demonstrated financial responsibility by providing its DUNS number and financial statements for 2016 and The amount of the Management Fee proposed. The overall quality and innovativeness of the Proposal (and potential presentation) and its responsiveness to the Airport s needs, including operational and management techniques. The demonstrated ability of the Proposer to manage the Parking Facilities; the terms of the Proposer s management plan relating to the experience and qualifications of staff, including on-site staff; hourly rates paid to employees and benefits provided; staffing practices, staffing levels and employee training programs; methods to monitor customer service; and inventory and cash control, sales reporting and revenue procedures. The soundness of proposed Fort Wayne International operating budget for the first year of operation and acceptability of the submitted transition plan. This also includes the operating plans for a proposed valet service and other enhancements suggested by Proposer. 20

23 6. Customer Service Summary Policy 10% 7. ACDBE Participation 5% The Proposer s practices and procedures relating to safety and customer queries, complaints and services. The Proposer s proposed ACDBE participation as submitted in Appendix F. The Evaluation Panel will provide the Authority Board of Directors with its recommendation for the award of the Agreement. The Board may accept or reject the recommendation of the Evaluation Panel and authorize or decline the award of the Agreement. Proposal Disclosure. SECTION III TERMS AND CONDITIONS In compliance with the State of Indiana public record laws, all proposals will be available for public inspection after award. Proprietary information such as trade secrets, manufacturing processes, and financial information not otherwise publicly available shall not be subject to public disclosure provided the Proposer invokes the protection of this section upon submission of the proposal. The specific area or scope of data and materials to be protected must be identified and the reasons for their protection stated. An all-inclusive statement that the entire proposal is proprietary is unacceptable. Pricing offered to the Authority may not be considered proprietary. The information in this RFP is not intended to completely define the proposed contractual relationship between the Authority and the selected Proposer, and Proposers are advised to read carefully the form of Agreement set forth in Exhibit A to this RFP. The Authority retains the right to revise the terms of the Agreement set forth in Exhibit A to this RFP at any time during the RFP process and to negotiate different terms with the selected Proposer. To obtain the award, the selected Proposer must enter into the completed Agreement under the terms and conditions contained therein. Authority shall notify the selected Proposer in writing and will provide to the selected Proposer the completed Agreement for execution. The selected Proposer must execute the completed Agreement and return it to Authority within fourteen (14) calendar days after notification from Authority that Authority has awarded the Agreement to the selected Proposer. All certificates of insurance required under the Agreement to evidence the maintenance of the Insurance Coverages (collectively, the Certificate of Insurance and the Surety Bond) also must be furnished to Authority within fourteen (14) calendar days after notification from Authority of Authority s intent to award the Agreement to such Proposer. Authority will not execute the completed Agreement until the Security Deposit, the Certificate of Insurance and all other applicable documents are received and accepted by the Authority. In the event that the selected Proposer fails or refuses to execute and return the 21

24 completed Agreement or to provide the Surety Bond and the Certificate of Insurance during the time periods specified by Authority, such selected Proposer shall forfeit its Proposal Guarantee, which shall become the property of Authority, not as a penalty, but as liquidated damages. If Authority so desires, it may award the Agreement to the next most advantageous Proposer, as determined by Authority, who shall be subject to the requirements set forth in this Section III. In the event the next most advantageous Proposer also fails to comply with the requirements of this RFP, then the next most responsive and responsible Proposer will be subject to the foregoing provisions. Authority s right to award the Agreement to the next most advantageous shall not create rights in any one Proposer and shall not in any way impair the right of Authority to reject all Proposals and to re-advertise for Proposals. Any Proposer that elects to withdraw its Proposal after the opening of the Proposals by Authority and prior to the time stipulated for return of Proposal Guarantees shall forfeit its Proposal Guarantee to the Authority as liquidated damages. A Proposer may not submit its own Agreement terms and conditions in response to this RFP. If a Proposal contains such terms and conditions, the Authority, in its sole discretion, may determine the Proposal to be non-responsive to this RFP and may reject it. Surety Bond. Prior to execution of the completed Agreement, the selected Proposer must furnish to Authority, and maintain throughout the Term of the Agreement, the Surety Bond as described in the form of the Agreement set forth in Exhibit A to this RFP 22

25 Exhibit A Form of Parking Facility Management Agreement

26 PARKING FACILITY MANAGEMENT AGREEMENT BY AND BETWEEN THE FORT WAYNE-ALLEN COUNTY AIRPORT AUTHORITY AND

27 CONTENTS ARTICLE 1 EXHIBITS.3 ARTICLE 2 DEFINITIONS... 3 ARTICLE 3 INCORPORATION OF PROPOSAL AND RFP... 9 ARTICLE 4 SCOPE OF SERVICES... 9 ARTICLE 5 TERM ARTICLE 6 OBLIGATIONS OF AUTHORITY ARTICLE 7 OBLIGATIONS OF CONTRACTOR ARTICLE 8 PERSONNEL ARTICLE 9 FEES, CHARGES AND ACCOUNTABILITY ARTICLE 10 INSPECTION AND ENTRY BY AUTHORITY ARTICLE 11 ASSIGNMENT AND SUBCONTRACTING ARTICLE 12 INDEMNIFICATION ARTICLE 13 INSURANCE AND SURETY BOND ARTICLE 14 TERMINATION BY CONTRACTOR ARTICLE 15 EVENTS OF DEFAULT ARTICLE 16 SECURITY ARTICLE 17 ATTORNEYS FEES ARTICLE 18 AMENDMENT ARTICLE 19 AUTHORITY APPROVALS

28 ARTICLE 20 ENVIRONMENTAL PROTECTION ARTICLE 21 END OF TERM ARTICLE 22 LIQUIDATED DAMAGES ARTICLE 23 GENERAL PROVISIONS ARTICLE 24 ACDBE PARTICIPATION SCHEDULE 3.1 PERFORMANCE INCENTIVE BONUS 44 EXHIBITS: EXHIBIT A : Parking Facilities Map EXHIBIT B : RFP and Proposal EXHIBIT C : Liquidated Damages EXHIBIT D : ACDBE Participation Report EXHBIIT E : Matrix of Maintenance, Reports and Other Obligations 2

29 PARKING FACILITIES MANAGEMENT AGREEMENT THIS PARKING FACILITIES MANAGEMENT AGREEMENT (the Agreement ) is entered into as of the date set forth below, by and between THE FORT WAYNE-ALLEN COUNTY AIRPORT AUTHORITY, an Indiana municipal corporation (the Authority ), and (XXXXXX)., a (State) corporation licensed to do business in the State of Indiana, (the Contractor ). W I T N E S S E T H: WHEREAS, Authority is the owner and operator of the Fort Wayne International Airport in Fort Wayne, Indiana; and WHEREAS, Contractor is engaged in the business of operating and managing parking facilities; and WHEREAS, Contractor, pursuant to Authority s Request for Proposals for Operation of Parking Facilities, has submitted a binding proposal that Authority has accepted; NOW, THEREFORE, in consideration of the mutual covenants, terms, conditions, privileges, obligations and agreements herein contained, Authority and Contractor hereby mutually undertake, promise and agree, each for itself and its successors and assigns, as follows: ARTICLE I EXHIBITS EXHIBIT A Parking Facilities Map EXHIBIT B RFP and Proposal EXHIBIT C Liquidated Damages EXHIBIT D ACDBE Participation Report EXHIBIT E Matrix of Maintenance, Reports and Other Obligations ARTICLE 2 DEFINITIONS Section 2.1. Definitions. For purposes of this Agreement, the following terms shall be defined as follows: Account means a depository account designated by Authority for the deposit of Gross Revenues by Contractor. ACDBE means a business entity, whether a sole proprietorship, partnership, corporation or other entity, of which at least fifty-one percent (51%) of the ownership thereof is owned and controlled by a socially and economically disadvantaged individual as such term is defined in the Airport and Airways Improvement Act of 1982, as amended, and the regulations promulgated pursuant thereto in 49 C.F.R. Part 23, as amended. To qualify as an ACDBE, a 3

30 business entity must meet the experience and economic guidelines for an Airport Concession Disadvantaged Business Enterprise set forth in 49 C.F.R. Part 23, as amended, and must be certified by the State of Indiana as an ACDBE. Affiliate means, with respect to any Person; (i) any Person who controls, is controlled by or is under common control with such Person; (ii) any Person who is a manager, director or officer of, partner in, trustee of, or blood or legal relative living in the same household, guardian or representative of, the specified Person, or any Person who acts or serves in a similar capacity with respect to the specified Person; (iii) any Person of which or whom the specified Person is a manager, director, officer, partner, trustee, blood or legal relative living in the same household, guardian or representative, or with respect to which or whom the specified Person acts or serves in a similar capacity; (iv) any Person, who, directly or indirectly, is the legal or beneficial owner of or controls ten percent (10%) or more of the equity ownership interests of the specified Person; and (v) any Person who is an Affiliate as defined in the preceding clauses (i), (ii), (iii) or (iv) of an Affiliate of the specified Person. Airport means the airfield operating area, the Terminal, all common and public areas at the Fort Wayne International Airport, Fort Wayne, Indiana. Airport Security Plan means a program developed by Authority for the maintenance of the safety and security of the Airport and Persons using the Terminal or any other portion of the Airport, as it may be amended, modified or revised by Authority from time to time. Applicable Laws means all present and future applicable laws, ordinances, orders, directives, rules, codes and regulations of all Governmental Authorities and all present and future grant assurances provided by Authority to any Governmental Authority with jurisdiction in connection with Authority s ownership or operation of the Airport, as the same may be amended, modified or updated from time to time, applicable decisional law (including judicial or administrative interpretations, orders and judgments) and the Rules and Regulations. Auto Coverage has the meaning assigned thereto in Section 13.2 hereof. Bonus has the meaning assigned thereto in Section 9.12 hereof. Budget has the meaning assigned thereto in Section 9.2 hereof. CGL Coverage has the meaning assigned thereto in Section 13.1 hereof. Cash Receipts means all gross revenues excluding credit card sales. East Manager Parking Lot means the area identified in Exhibit A hereto as the Manager Parking Lot and consisting of surface parking accommodating approximately twentytwo (22) vehicles and controlled by one (1) entrance/exit barrier gate consisting of an AVI reader, as such area may be modified, relocated or supplemented from time to time by Authority. Economy Parking Lot means the area identified in Exhibit A hereto as the Economy Parking Lot and consisting of surface parking accommodating approximately two hundred sixty one (261) vehicles and controlled by two (2) entrance gates and one (1) exit gate 4

31 each consisting of an automatic ticket dispenser and barrier gate arm are positioned at the exit funneling traffic through the long term lot for final exit through the Toll Plaza., as such area may be modified, relocated or supplemented from time to time by Authority. Employee Parking Facilities means the Employee Parking Lot, the East Manager Lot, and West Manager lot collectively. Employee Parking Lot means the area identified in Exhibit A hereto as the Employee Parking Lot and consisting of surface parking accommodating approximately one hundred thirty-eight (138) vehicles and controlled by one (1) entrance barrier gate and one (1) exit barrier gate each with an AVI reader, as such area may be modified, relocated or supplemented from time to time by Authority. Environmental Laws means all Applicable Laws now or hereafter in effect, as the same may be amended from time to time, which govern any Hazardous Materials or relate to the protection of human health, safety or the environment, and shall include, without limitation, the Federal Insecticide, Fungicide, and Rodenticide Act, 7 U.S.C. 136, et seq.; the Safe Drinking Water Act, 42 U.S.C. 300f, et seq.; the Oil Pollution Act of 1990, 33 U.S.C. 2701, et seq.; the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, 42 U.S.C. 9601, et seq.; the Superfund Amendments and Reauthorization Act of 1986, Pub. Law No , 100 Stat. 1613; the Toxic Substances Control Act, 15 U.S.C. 2601, et seq.; the Clean Air Act, 42 U.S.C. 7401, et seq.; the Federal Water Pollution Control Act, 33 U.S.C., 1251, et seq.; the Hazardous Materials Transportation Act, 49 U.S.C. 5101, et seq.; and the Resource Conservation and Recovery Act of 1976, 42 U.S.C. 6901, et seq., all as amended from time to time. EPA means the United States Environmental Protection Agency, and any successor agency, office or department thereto. FAA means the United States Federal Aviation Administration, and any successor agency, office or department thereto. Federal Aviation Act means the Federal Aviation Act of 1958, as amended. Governmental Authority means each federal, state and municipal government, authority and agency and its respective agencies, departments, authorities and commissions. Governmental Authority shall specifically include, without limitation, Authority, the Government of Fort Wayne and Allen County, the State of Indiana, the United States Department of Transportation, the FAA and the TSA. Gross Revenues means all proceeds from sales for parking in the Public Parking Facilities, whether for cash or credit and regardless of collection, provided, however, that Gross Revenues shall not include the amount of federal, state or municipal sales or other similar taxes separately stated and collected from customers and patrons using such Public Parking Facilities as now or hereafter levied or imposed. Excluded from Gross Revenues shall be monies paid directly to Authority for any Employee or VIP parking spaces and areas. Additionally excluded is the value of all discounted, Reserved, validated and free parking granted by Authority for vehicles in and on the Parking Facilities at all times and locations. 5

32 Hazardous Materials means and includes any and all substances, materials, wastes, pollutants, oils or governmentally regulated substances or contaminants defined or designated as hazardous, toxic, radioactive, dangerous or any other similar term in or under any of the Environmental Laws, including asbestos and asbestos-containing materials, petroleum products (such as crude oil or any fraction thereof, gasoline, aviation fuel, jet fuel, diesel fuel, lubricating oils and solvents), urea formaldehyde, flammable explosives, PCBs, radioactive materials or waste, and any other substance that, because of its quantity, concentration or physical, chemical or infectious characteristics, may cause or threaten a present or potential hazard to human health or the environment when improperly generated, used, stored, handled, treated, discharged, distributed, disposed or released. Indemnified Parties means Authority and its Board, officers, directors, employees, agents, servants, representatives, contractors, subcontractors, Affiliates, subsidiaries, successors and assigns. Insurance Coverages have the meanings assigned thereto in Article 13 hereof. Long Term Credit Card Only means the area identified in Exhibit A hereto as Long Term Credit Card Only and consisting of surface parking accommodating approximately eighty six (86) vehicles, and controlled by one (1) entrance gate consisting of automatic ticket dispensers and barrier gate, and one (1) payment dispenser and barrier gate arm, as such area may be modified, relocated or supplemented from time to time by the Authority. Long Term Parking Lot means the area identified in Exhibit A hereto as the Long Term Parking Lot and consisting of surface parking accommodating approximately one thousand four hundred sixty-seven (1,467) vehicles}, and controlled by three (3) entrance gates consisting of automatic ticket dispensers and barrier gates, one (1) proximity activated exit gate; and with egress controlled through the Toll Plaza and as such area may be modified, relocated or supplemented from time to time by Authority. Management Fee means the total dollar amount to be paid by Authority to Contractor for each year of the Term, computed and paid on a monthly basis, for the management, operation, and administration costs, excluding Reimbursable Expenses. Manual means the operational policy and procedure manual reflecting the operation of the Premises proposed by Contractor and approved by Authority, which shall include, without limitation, the following: general operating and management policies, customer service policies, cash control procedures, accounting and audit procedures, lost ticket procedures, a job description for each job title, employee training guide by job title, employee master schedule, emergency procedures, the office, home, pager and cellular phone numbers of the Parking Manager, the office, home, pager and cellular phone numbers of the Supervisors, and Contractor s personnel policies. Minimum Rating means a rating (if A.M. Best Company is the Rating Service) of A- (Financial Size: X) based upon the criteria for financial strength and financial size ratings utilized by A.M. Best Company on the date of this Agreement, or such equivalent rating (if A.M. 6

33 Best Company is not the Rating Service or if A.M. Best Company subsequently revises its criteria for financial strength and financial size ratings) as determined in the sole discretion of the Chief Financial Officer of Authority. Missing Ticket is defined as a transaction in which the original parking ticket cannot be produced. Motorist Assistance Services means public emergency services provided by Contractor free of charge to users of the Parking Facilities and within fifteen (15) minutes after notification to Contractor of the need thereof, including jump-starting of vehicles, lock-out assistance, inflation of tires, car-search assistance within the Parking Facilities, and way-finding in the vicinity of the Airport. Net Operating Income means, in any specified period, Gross Revenues for such period less (i) the Management Fee due for such period and (ii) the Reimbursable Expenses incurred for such period. Non-revenue Ticket means a ticket with an exit time within the complimentary period, or a complimentary parking pass issued or authorized by Authority. Parking Facility means any one of the Public Parking Facilities or Employee Parking Facilities, individually, currently existing or that may be constructed or designated as such at any time solely at Authority s discretion. Parking Manager means the individual employed by Contractor as the Person in complete charge of Contractor s operations at Airport and vested with full power and authority with respect to the conduct of Contractor s operations hereunder. At all times, the Parking Manager shall be a qualified and experienced manager with documented experience in a public parking facility supervisory position. Person shall mean any natural person, corporation, partnership, limited liability company, trust, association, firm, entity or Governmental Authority. Premises means the Parking Facilities and the Toll Plazas. Proposal means the document(s) requested by Authority and submitted by Contractor in response to the RFP. Public Parking Facilities means the Economy Parking Lot, the Long Term Parking Lot, Long Term Credit Card Lot and the Short Term Parking Lot, collectively. RFP means Authority s Request for Proposals for Operation of the Parking Facilities at Fort Wayne International Airport, Fort Wayne, Indiana, dated April 4, 2018, as amended from time to time. Reimbursable Expenses means the actual direct operating expenses incurred by Contractor in the operation of the Premises at the exact cost thereof (without mark-up or 7

34 administrative fee of any kind) as set forth in the applicable Budget or otherwise approved by Authority prior to the time at which they were incurred, as provided in Section 9.3 hereof. The Management Fee does not include the amount of any Reimbursable Expenses. Renewal Term has the meaning assigned thereto in Article 5 hereof. Reserved Parking means any parking spaces located in any Parking Facility that Authority has designated for special user groups. Such groups may include Authority host volunteers, VIP parking for passengers or any such other group or designation as determined from time to time by Authority. Revenue Control System means the mechanical, electronic and/or computerized equipment provided and owned by Authority to control and record entrances and exits from the Parking Facilities, including but not limited to loop detectors, gate arms, ticket dispensers, fee computers, fee indicators, control lights, computerized data management systems and other management systems existing or to be established related thereto. Rules and Regulations means those rules, procedures and regulations promulgated by Authority from time to time for the orderly use of the Airport, as the same may be amended, modified or supplemented from time to time. Short Term Parking Lot means the area identified in Exhibit A hereto as the Short Term Parking Lot designated by Authority is used for public parking to accommodate approximately two hundred twenty-seven (227) vehicles, and controlled by three (3) entrance gates consisting of automatic ticket dispensers and barrier gates, and as such area may be modified, relocated or supplemented from time to time by Authority. Supervisor means an individual employed by Contractor as a Person with supervisory authority in Contractor s operations at Airport and vested with full power and authority with respect to the conduct of Contractor s operations hereunder. Term means the period starting on the Commencement Date and continuing for as long as this Agreement remains in effect, as provided in Article 5 hereof. Terminal means the main passenger terminal complex at the Airport. Toll Plaza means the toll plaza/payment facilities at the Airport that presently monitor exit lanes for the Economy Parking Lot, Short Term Parking Lot, and Long Term Parking Lot as such toll plaza/payment facilities may be modified by Authority from time to time. At the Commencement Date, the Toll Plaza comprises three (3) exit lanes and one (1) credit card lane. The plaza includes office, restroom and storage areas. The booths that monitor the exit lanes are not currently equipped with closed circuit television cameras or emergency panic buttons. An intercom connected to the Toll Plaza is located at the East Manager Lot, Employee Lot, Taxi Chute and West Manager Lott exit gate. Authority may add or remove equipment to booths within the Toll Plaza during the Term as Authority may determine.. 8

35 TSA means the United States Transportation Security Administration, the United States Department of Homeland Security and any other agency, office or department of the federal government of the United States that is responsible for airport security matters. Taxi Chute means the area identified in Exhibit A hereto as the Taxi Chute and consisting of surface parking accommodating approximately eight (8) taxi s and controlled by one (1) entrance barrier gate consisting of an AVI reader, as such area may be modified, relocated or supplemented from time to time by the Authority. West Manager Parking Lot means the area identified in Exhibit A hereto as the West Manager Parking Lot and consisting of surface parking accommodating approximately thirty-seven (37) vehicles and controlled by one (1) entrance/exit barrier gate consisting of an AVI reader, as such area may be modified, relocated or supplemented from time to time by Authority. Section 2.2. Rules of Construction. Unless the context otherwise requires: a term has the meaning assigned to it; or is not exclusive; words in the singular include the plural, and in the plural include the singular; all references in this Agreement to Articles, Sections and other subdivisions are to the designated Articles, Sections and subdivisions of this Agreement as originally executed; the words herein, hereof and hereunder and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section or other subdivision; and including means including without limitation. ARTICLE 3 INCORPORATION OF PROPOSAL AND RFP The Proposal and the RFP are attached to this Agreement as Exhibit B hereto and are incorporated and made a part hereof by reference. Contractor shall be obligated to meet all specifications described in this Agreement, the RFP and the Proposal and any written clarification thereto accepted by Authority; provided, however, that in the event an express provision of this Agreement is in conflict with any provision of the RFP and/or the Proposal, this Agreement shall govern and control unless Authority deems that the provision in the RFP and/or the Proposal offers a higher level of service than indicated in the conflicting provision of this Agreement, in which case such provisions in the RFP and/or the Proposal shall govern and control. ARTICLE 4 SCOPE OF SERVICES Section 4.1. Engagement of Contractor. Authority hereby hires and engages Contractor to operate and manage the Premises in accordance with the terms and conditions of this Agreement, and Contractor hereby accepts such engagement. Authority reserves the right, from time to time, to increase or decrease the total number of parking spaces included in the Parking Facilities, to add or delete the number of areas comprising the Premises, and to relocate all or part of the Premises, and any such additions, deletions or relocations shall not affect the amount of the Management Fee hereunder. 9

36 Section 4.2. Conduct of Operations. Contractor shall be required to operate and maintain the Premises twenty-four (24) hours per day, seven (7) days a week, with a sufficient number of personnel to ensure the effective, efficient, courteous and convenient operation thereof. The management, operation, maintenance and control of the Premises shall be conducted at all times in a manner acceptable to Authority. The services that Contractor shall provide hereunder include, without limitation, the collection and deposit of parking fees and charges; the preparation and maintenance of accurate books and records with daily report sheets; the removal of improperly parked or abandoned vehicles from all Parking Facilities; the performance of a nightly license plate inventory of all vehicles parked in the Public Parking Facilities; the Motorist Assistance Services; maintenance of a system acceptable to Authority for the receipt and reporting of all complaints, all injuries, and all claims made for losses or damage on the Premises; and any other services as agreed upon by the parties including but not limited to valet parking. ARTICLE 5 TERM This Agreement shall commence on October 1, 2018 ( Commencement Date ) and shall continue until midnight September 30, 2021, unless extended or sooner terminated as provided herein. Authority shall have and is hereby given two (2) separate options to renew and extend the Term hereof, on the terms and conditions as herein provided, for successive periods of one (1) year each (individually, a Renewal Term ). Authority may exercise each such option successively by giving written notice to Contractor not less than six (6) months prior to the expiration of the then-existing Term. ARTICLE 6 OBLIGATIONS OF AUTHORITY Section 6.1. Repair and Maintenance. Authority shall be responsible for the general maintenance of the interior, exterior, structural and mechanical components of the Premises, including all parking surfaces, markings, signs and landscaping. Authority hereby reserves the right to require that Contractor, upon request by Authority and after Authority s prior approval of all estimates, quotes and/or bids obtained by Contractor, perform any such maintenance, repair or improvement on behalf of Authority, and, to the extent Contractor performs such maintenance, repair or improvement, Authority shall reimburse to Contractor the amount paid by Contractor for such maintenance, repair or improvement. Upon the discovery of any breakdown or malfunction of, or any condition on any part of, the Premises that may present a safety hazard to the general public or any Person or property, Contractor shall immediately notify Authority, shall prohibit passage thereon to the extent possible and shall place warning signage thereon, which shall not be removed until necessary repairs have been completed. Section 6.2. Revenue Control System. Authority shall furnish the computerized revenue control system for the Premises. Contractor shall make adjustments to the system as specified in Section 7.3 hereof. In no event shall Contractor perform any major work on the revenue control equipment other than as specifically requested by Authority. The rate structures for the Public Parking Facilities shall be established or approved by Authority and shall be subject to change by Authority. 10

37 Section 6.3. Utilities. Authority shall be responsible for the cost of utilities (electric, gas, water and sewer, internet and data lines for the credit card readers). Contractor shall be responsible for the cost of basic telephone service to the Toll Plazas. Section 6.4. Other. Authority shall use its street sweepers to periodically sweep the Premises as coordinated with Contractor. ARTICLE 7 OBLIGATIONS OF CONTRACTOR Section 7.1. Manner of Operation. Contractor shall operate the Parking Facilities in a first class manner at all times during the Term. Contractor shall furnish all labor, supervision, uniforms, materials and supplies (unless provided by Authority) as necessary to operate the Premises and to ensure that prompt, courteous and efficient service is provided to all users of the Parking Facilities. Contractor shall operate the Premises in accordance with the Budget, as set forth in Section 9.2 hereof, and shall pay from Contractor s own operating funds, subject to the Budget, any and all necessary and approved expenses incurred in the operation of the Premises. Contractor shall be responsible for monitoring and managing the traffic within the Parking Facilities. Traffic control includes, but is not limited to, directing traffic to available spaces when certain areas are full, setting up and taking down cones or barricades, and placement of parking signs to manage the flow of traffic. Contractor shall also provide the following services free of charge to Airport patrons including but not limited to jump-start vehicles, inflate tires, lock-out assistance, car search assistance, maintain a list of local twenty-four (24) hour auto repair and towing services, provide information to Airport patrons regarding handicapped parking spaces and way-finding in the Airport vicinity. Contractor shall provide any additional services requested by Authority or as outlined in Contractor s Proposal and agreed to by Authority, including but not limited to valet service. Contractor shall use reasonable care to avoid damaging existing facilities, equipment and vegetation on the Airport. Contractor shall replace or repair any damages it may cause at no expense to Authority. Operator is responsible for any damage caused by spillage or improper use of a product or equipment by their employees or agents. If Contractor fails or refuses to make such repairs or replacements, Authority may deduct the cost thereof from any current or future invoices to Authority from Contractor. Quarterly or at Authority s request, Contractor shall meet with a representative of Authority to review any complaints or concerns and to promptly correct any deficiencies regarding operations under this Agreement. Authority s determination as to quality of operations or services shall be conclusive and curative measures shall be implemented by Contactor as expeditiously as possible. Section 7.2. Payment Transactions. Contractor shall operate the Premises so as to provide a high level of service, twenty-four (24) hours a day, seven (7) days per week, every day of the calendar year, for users of the Parking Facilities. Acceptable forms of payment for parking fees from the users of the Public Parking Facilities shall be cash and Authority-approved credit and debit cards. Ninety-five percent (95%) of all payment transactions arising from the 11

38 operation of the Public Parking Facilities for each twenty-four (24) hour period shall require no more than three (3) minutes from the moment a parking customer enters a line at a booth of the Toll Plaza until the time the gate arm elevates indicating the transaction has been completed. In addition, within the three (3) minute requirement above, ninety-five percent (95%) of all cash transactions for each twenty-four (24) hour period shall require no more than thirty (30) seconds and ninety-five percent (95%) of all cashier-assisted credit and debit card transactions for each twenty-four (24) hour period shall require no more than forty-five (45) seconds from the moment a parking customer hands the cashier his or her ticket until the time that the gate arm elevates indicating the transaction has been completed. Section 7.3. Operation of Revenue Control System. Contractor shall operate the computerized revenue control system provided by Authority for the Premises and shall adjust and load tickets into the ticket dispensers, adjust the gate arms, clear ticket jams and correct minor problems to ensure the continuous and efficient operation of the computerized revenue control system. Contractor shall maintain an inventory of all Revenue Control System equipment, documenting its age, condition and all repairs and maintenance performed on each item. Such log shall be provided to Authority at least yearly on or about each anniversary of this Agreement. Contractor shall provide printed parking tickets for such ticket dispensers. Contractor shall not make any other adjustments to the computerized revenue control system except with the prior specific approval of Authority. All adjustments shall be appropriately documented by Authority and Contractor. Contractor shall respond within ten (10) minutes to any malfunction of equipment. Any damage to equipment caused by Contractor will be repaired at Contractor s expense. Contractor and Authority shall review from time to time the need for additional or upgraded equipment. Purchase of such equipment shall be at the sole discretion of Authority. Section 7.4. Motorist Assistance Services. Contractor shall provide the Motorist Assistance Services, as defined in Section 2.1 above. Section 7.5. Cleanliness of Premises; Inspection. Contractor shall be responsible for the cleanliness of the Premises and shall ensure that the Premises are free from all trash, debris, rubbish, extraneous matter or waste of any kind or character and shall not allow the same to lie about or accumulate upon the Premises. Specifically, Contractor shall inspect and clean the Premises as conditions demand and as often as Authority may require, but not less than once per day, to ensure that the Premises are clean and well-maintained. Written reports of such inspections shall be completed and submitted to Authority in a form and detail specified by Authority. Such reports shall include the condition of lighting, general appearance, potential safety hazards, graffiti and any other pertinent information. Contractor shall notify Authority upon discovery of any items that require immediate attention. Contractor shall provide for the adequate sanitary handling and removal of all trash, garbage and other refuse from the Premises and shall deposit the same in an area designated by Authority. If Authority determines that the Premises are not being cleaned as required by this Section 7.5, Contractor shall take immediate action to correct any deficiencies as Authority may require. Section 7.6. Snow Removal. Contractor shall, pursuant to an operations plan submitted to and approved by Authority, provide for the removal of snow and ice from the Premises and all 12

39 sidewalks and walkways within or immediately adjoining the Parking Facilities on a timely basis and in a thorough manner, through the use of plowing, chemicals or other materials as directed by Authority, to ensure the continuous availability and suitability of the Parking Facilities to the users. In the event that Contractor s removal of snow and ice from the Premises does not meet the standards specified in the plan approved by Authority, Contractor shall immediately correct any deficiencies. If Contractor performs some or all of these snow and ice removal functions, Contractor shall provide and insure such vehicle(s) and their attachments. Notwithstanding the foregoing, Authority at its option may supply such vehicle(s) for Contractor s use. Contractor agrees that its property damage and personal injury insurance policies shall be primary and Authority s insurance shall be excess for all damages and injuries resulting from Contactor s employees operation of such vehicle(s) if so provided by Authority. Such direct costs shall be an amortized Reimbursable Expense. Authority agrees that Contractor s snow removal services may be subcontracted and the cost of such subcontract shall be deemed a Reimbursable Expense. Any such subcontractor shall be required to provide its own vehicles and attachments for the performance of snow and ice removal. Contractor shall be responsible for securing performance by such subcontractor conforming to the requirements set forth in this Agreement. Notwithstanding the foregoing, Authority provides at the Commencement date the following snow removal equipment for Contractor s use: lawn tractor with snowplow blade, walk-behind snow blower, and two (2) walk behind salt spreaders. Contractor agrees to use such equipment in a careful and prudent manner and shall report all damages to such equipment to Authority immediately. Authority shall have no obligation to replace such equipment and reserves the right to change or replace such equipment at any time at Authority s sole discretion. Section 7.7. Contractor s Property. Contractor shall at all times maintain its fixtures, equipment and all other property in a clean, first-class operating condition and appearance, as determined by Authority, and shall make all necessary repairs and replacements as required by Authority. Contractor shall maintain an inventory of its fixtures, equipment and property and provide such list to Authority at the beginning of this Agreement and upon any changes to such list during the Term thereof. Contractor shall maintain all equipment according to manufacturers specifications and shall keep a log of routine and non-routine repairs and maintenance. Authority shall be the sole judge of the quality of maintenance, repairs or replacements made by Contractor and, if determined to be unsatisfactory by Authority, Contractor shall correct any deficiencies within ten (10) days after receipt of notice from Authority thereof. Authority may, at its option, perform such repairs and maintenance that are Reimbursable Expenses if Authority in its sole discretion determines its staff can perform the work in a quality manner more cost-effectively and such work will not void any factory warranties. Authority shall have the option at the end of the Term to purchase the fixtures and equipment from Contractor at the then depreciated value as provided by Contractor and agreed upon by Authority. All maintenance logs and other documentation regarding the equipment shall be provided to Authority if Authority elects to purchase Contractor s fixtures and equipment. Warranties shall be transferred to Authority if applicable. Section 7.8. Relocation and Removal of Vehicles. Contractor, with approval from Authority, shall have responsibility for the relocation or removal of vehicles within the Parking Facilities that are not parked in authorized areas or must be relocated for security purposes, other operational needs or maintenance and construction. Costs associated with the relocation of vehicles not parked in authorized areas shall be the responsibility of the owners thereof and the collection of those costs shall be the responsibility of Contractor. Costs associated with 13

40 relocation of vehicles for security purposes, operational needs or maintenance or construction shall be the responsibility of Authority. After a vehicle has been on the Premises for thirty (30) consecutive days, Contractor shall promptly identify and notify the owner thereof and remove the abandoned vehicle in compliance with Indiana law. All correspondence associated with any such process shall be sent by U.S. certified mail. Contractor shall not be entitled to any revenues or fees collected for the disposition or sale of any abandoned vehicles. Section 7.9. Inventory of Vehicles. During the hours of midnight until 5:00 a.m. daily, Contractor shall conduct a physical inventory of all vehicles parked within the Public Parking Facilities. Each physical inventory shall record the date, the general area where each vehicle is located within the Premises and the license number and issuing state for each vehicle parked within the Premises. Section Complimentary Passes. Authority at its discretion may issue complementary parking passes or sign-off on Public Parking Facility tickets of designees of Authority in connection with official government or Airport business. Authority shall provide Contractor a list at least annually of the individuals with authorization to sign-off on parking tickets for complementary parking. No special arrangement of any type shall be made for the parking, storing, or servicing of any vehicle or for the grant or provision of any such service on any special or particular basis without the prior written approval of Authority. Section Procedures and Recommendations. Contractor shall operate the Premises and all equipment associated therewith in accordance with written procedures prepared by Contractor and approved by Authority, and all such procedures shall be subject to change at any time and from time to time as determined by Authority. During the Term, Contractor shall submit, at Authority s request, written recommendations regarding service enhancements, such as ticketless transactions, prepaid accounts, mobile pay options and one or more frequent user programs. Contractor shall identify the advantages and disadvantages and the anticipated impact of such service enhancements. Contractor also may submit service enhancement recommendations to Authority at any time during the Term; provided, however, that Authority is under no obligation to accept any recommendations(s) made by Contractor. Contractor agrees to cooperate with and implement all service enhancements requested by Authority. Section Compliance with Applicable Laws. Contractor, and its employees, agents and subcontractors, if any, shall comply with any and all Applicable Laws in providing services and performing obligations under this Agreement. In addition, Contractor shall at its expense obtain and maintain in effect during the Term all such licenses, certificates and other such authorizations as may be required under Applicable Laws to perform under this Agreement. Section No Interference with Airport. Contractor shall operate the Premises so as not to endanger, unreasonably interfere with or delay the operation of the Airport or the activities of Authority, the general public or any other authorized users of the Airport. Contractor shall be responsible for inputting and operating, as necessary, the Airport s signs indicating the operation and capacity of the Public Parking Facilities to the public. In addition to electronic signage, Contractor shall be responsible for the placement of temporary signage as deemed necessary and approved by Authority for holiday and/or abnormal activity. Contractor shall not post, erect, install, display or maintain any sign, picture, poster, drawing or other graphic display of any kind whatsoever without the prior approval of Authority. Any such item posted, erected, installed, displayed or maintained without Authority s prior approval, or in 14

41 violation of the provisions of any such approval, may be removed by Authority at Contractor s expense. Section Analysis of Parking Rates. Yearly on or about the anniversary of this Agreement and from time to time throughout the Term upon the request of Authority, Contractor shall provide an analysis (including economic data) to Authority of the parking rates for the Public Parking Facilities at comparable parking facilities at other comparable airports in the Airport s region, along with any appropriate recommendations. After reviewing Contractor s analysis, the economic data provided by Contractor, and any other information Contractor desires to disclose, Authority shall determine if a rate adjustment is necessary and appropriate. Authority shall notify Contractor as to its decision regarding each such analysis and recommendation. Section No Right to Trademarks, etc. Contractor shall have no right to use the trademarks, symbols, trade names or name of Authority or the Airport, either directly or indirectly, in connection with any production, promotion service or publication without the prior consent of Authority. Section Airport Damage by Contractor. Contractor shall promptly repair, replace or rebuild all or any part of Premises, any Airport facilities and any part of Authority s fixtures, equipment or other property located upon or within Premises or the Airport that may be damaged or destroyed by the acts or omissions of Contractor or any of its officers, contractors, subcontractors, agents, representatives or employees; provided, however, that, in lieu thereof, at Authority s election, Contractor shall pay to Authority the cost of the aforesaid repairs, replacement or rebuilding. Section Lost and Found. Contractor shall deliver lost and found items to Authority s administrative offices within twenty-four (24) hours of finding such items. Notwithstanding the foregoing, Contractor shall immediately contact Authority s Public Safety Department for safety and security checks of such items if needed. After such an item has been cleared by Authority s Public Safety Department, Contractor shall deliver the item to the Airport offices to be logged into the list of lost and found items maintained there. Section Customer Service. A measure of success is Contractor s prompt response to complaints, that similar complaints are not repeated; and customer survey results improve from survey to survey. Contractor shall promptly investigate and resolve all complaints regarding the management and operation of the Parking Facilities. Contractor shall provide Authority documentation summarizing any complaint or claim received by Contactor within three (3) days after Contractor s receipt of such complaint. Contractor shall also supply Authority documentation of its investigation of the complaint or claim and its written response to the Airport patron. Contractor shall make good faith attempt to explain, resolve or rectify the cause of the complaint. Refunds due to customer complaints shall be borne by Contractor when investigation indicates Contractor error. The level of customer service will be measured by the number and severity of customer complaints and compliments, as well as by a Contractor-conducted mystery shopper review conducted at least quarterly. Authority reserves the right to audit the methods, data and results of each review. Contractor shall report to Authority the results of each review within three business days of receiving the mystery shopper report. 15

42 Contractor shall continually monitor all functions and operations and shall direct its staff to provide the highest level of service. Authority shall oversee the level of such service and may inspect the Premises at any time. ARTICLE 8 PERSONNEL Section 8.1. Maintenance of Adequate Personnel. Contractor shall furnish sufficiently trained personnel, including qualified, competent and experienced supervisory personnel, cashiers and other employees, necessary to operate the Premises in compliance with scheduling requirements that may fluctuate based upon airline schedules and delays due to weather conditions, holidays and other occurrences. Contractor shall take such actions to assure waiting time at the exit toll booths should be no longer than three (3) minutes. Notwithstanding the foregoing, although the intent of the Agreement is to provide a high level of service, Contractor shall make every reasonable effort to schedule employees to minimize the payment of overtime. Personnel must be able to communicate in English and shall be capable of passing an English skills test administered at the discretion of Authority. Contractor shall add or reduce Contractor s personnel as required by Authority, and Authority shall endeavor to provide reasonable prior notice to Contractor of all such staffing and/or schedule fluctuations and/or changes. Contractor shall keep on file and furnish to Authority a current organizational chart that shows assigned positions for each employee by name, including employment date, wage and benefits paid, background checks, training received, performance reviews, customer complaints/compliments and any disciplinary actions. All employees of Contractor are employees of Contractor only and no employment guarantee or obligation to continue employment of any of Contractor s employees shall be the responsibility of Authority. Section 8.2. Conduct of Employees, etc. Contractor shall propose and Authority shall approve to the extent permitted by law, measurable performance standards for the Contractor s employees in line with industry standards and the needs of the Premises. The performance standards shall be used to evaluate, award, discipline and terminate the employees of Contractor as needed. Contractor shall not allow its agents, servants, contractors or employees to conduct business in a loud, noisy, boisterous, offensive or objectionable manner and shall confine its business at the Airport to the operation of the Premises, unless otherwise approved by Authority. After receipt of notice from Authority, Contractor shall immediately remove any employee or other representative of Contractor from the Premises who participates in improper or illegal acts at the Airport, who violates Applicable Laws or any provision of this Agreement, or whose continued presence at the Airport is, in the opinion of Authority, deemed not to be in the best interest of Authority. Employees of Contractor may park their vehicles in the Long Term Lot adjacent to the Toll Plaza or in the Employee Parking Lot. Section 8.3. Employee Training. Contractor shall train each of its employees before such employee shall be allowed to perform services hereunder. At all times on and after the Commencement Date, Contractor shall maintain on file with Authority an employee training program for the Premises for which Authority has granted its approval, and shall, upon the 16

43 request of Authority, furnish documentation detailing the time and date that each of Contractor s employees attended each training session and the subject topics included within Contractor s training program. Contractor shall conduct training and maintain appropriate files pertaining to systems changes and refresher courses provided to existing employees. Contractor shall provide on at least an annual basis, customer service training to its employees. Training materials and topics will be coordinated through Authority and Contractor shall provide Authority documentation that such training has been completed per each employee. Section 8.4. Uniforms and Badges. Contractor shall provide all of its employees with identification badges and/or woven identification insignia of a type and style subject to the prior approval of Authority. Attire must consist of both pants and shirts or blouses for both male and female employees. Smocks shall not be permitted. Contractor s employees shall wear such Authority-approved attire and identification badges and/or insignia at all times while on the Premises. Managerial and supervisory personnel also shall wear distinctive clothing consisting of shoes, trousers, and shirt subject to the prior approval of Authority. Contractor agrees that its employees will present a neat, clean and orderly appearance at all times. Contractor also shall ensure that its employees wear proper, safe and neat footwear while working on the Premises. Sandals, open-toe shoes, etc., shall not be permitted. Section 8.5. Maintenance of Manual. At all times on and after the Commencement Date, Contractor shall maintain the Manual on file with Authority. Modifications to the Manual requested by Authority shall be promptly prepared. The Manual shall be modified, subject to prior approval of Authority, as the operation of the Premises or Contractor s employment practices change. Contractor is responsible for the maintenance of the Manual to ensure that all data is current at all times. At the end of the Term or early termination thereof, the Manual shall be promptly surrendered to Authority by Contractor. Section 8.6. Parking Manager and Supervisors. Contractor shall select and employ the Parking Manager and such Supervisors as are necessary to operate the Premises and whose only responsibility shall be management of the Premises. Contractor s Parking Manager and Supervisors shall be responsible only for the business of the Airport and shall not in any way be involved in any other business of Contractor regardless of the location of such other business. The Parking Manager shall ordinarily be available during regular business hours. At all times during his or her absence from the Premises, his or her designated representative or a Supervisor shall be in charge and available to Authority. Each Supervisor shall be qualified and experienced and capable of acting as the Parking Manager during the absence of the Parking Manager. Each Supervisor shall be trained by the Parking Manager and Contractor so that he or she will become proficient in handling all duties of the Parking Manager. The Supervisors shall be scheduled so that, to the extent possible, the Parking Manager or a Supervisor is on duty at all times of significant activity. If Authority is dissatisfied with the performance of the Parking Manager and/or any Supervisor at any time during the Term, Authority shall provide notice of its complaints to Contractor, and Contractor shall, within twenty (20) days after receipt of any such notice, respond in writing detailing the corrective action proposed by Contractor to resolve Authority s concerns. Contractor shall comply with any such demand but only after obtaining the services of 17

44 a replacement Parking Manager or Supervisor, as the case may be, who has received the prior approval of Authority. In no event shall more than thirty (30) days elapse from the time Contractor receives notice of Authority s demand to re-assign the Parking Manager or a Supervisor and the time a new Parking Manager or Supervisor, as the case may be, is performing under this Agreement. If during the Term Contractor desires to terminate or re-assign the Parking Manager or a Supervisor, it may do so only after providing notice of such proposed termination or reassignment (including the name and business, home, pager and cellular telephone numbers and business address of the new Parking Manager or Supervisor, as the case may be, and the effective date of his or her placement) to Authority. Section 8.7. Employee Screening. Prospective employees of Contractor to provide services on the Premises must consent to a driver s license verification and criminal history background check prior to employment. A prospective employee who has a theft criminal history shall not be permitted by Contractor to perform work on the Premises under this Agreement. Contractor shall conduct drug screening on current employees in the event of an onthe-job injury or accident, in a manner and format acceptable to Authority. ARTICLE 9 FEES, CHARGES AND ACCOUNTABILITY Section 9.1. Management Fee. Authority agrees to pay to Contractor, and Contractor agrees to accept from Authority, as full and complete payment for successful performance of Contractor under the terms and conditions of this Agreement, the following annual Management Fee, which shall be payable in equal monthly installments, each of which is due within thirty (30) days after receipt of Contractor s invoice following the month of performance: Year of the Term Annual Management Fee 1 (October 1, 2018 September 30, 2019) $ 2 (October 1, 2019 September 30, 2020) $ 3 (October 1, 2020 September 30, 2021) $ First Renewal Term (October 1, 2021-September 30, 2022) $ Second Renewal Term (October 1, 2022-September 30, 2023) $ Section 9.2. Budget. Prior to May 1 of each calendar year, Contractor shall prepare and submit to Authority for its approval an annual operating budget for the next succeeding year of the Term that conforms to the standards required under this Agreement, may be revised by Authority prior to approval and shall be subject to further review by the parties from time to time at the request of either Contractor or Authority. Such annual operating budget, together with all revisions of the Budget approved by Authority, is referred to collectively as the Budget. A revision to the Budget approved by Authority shall be set forth in a notice to Contractor and shall thereafter be binding upon Contractor. The Budget shall include all direct costs and expenses to be paid by Contractor at the exact cost thereof (without mark-up or administrative fee of any 18

45 kind) in the operation of the Premises in such detail as Authority may direct, including the following: (a) wages of the Parking Manager, the Supervisors, parking attendants, cashiers for the time that they are physically present at the Airport and engaged in the operation of the Premises (including Social Security, workers compensation, unemployment insurance, health insurance and pension costs). Contractor acknowledges all costs, including wages, salaries and benefits are subject to review and approval by Authority as a part of the annual operating budgeting process. Any overtime reimbursement requested from the Contractor shall be within the overtime allowance established in the Contractor s approved Budget and, upon request of Authority, the reimbursement request may be required to be accompanied by an explanation of the need for such overtime; (b) fees paid by Contractor for adjustments to the Revenue Control System equipment, gate arm replacements and other Revenue Control System equipment repair costs; (c) identification badges and uniforms (if requested and agreed to by Authority) used by employees of Contractor directly in the operation of the Premises; (d) materials and supplies required for such operation, including the cost of office supplies and forms, Motorist Assistance Services materials, sand and salt applied to the lots and walkways, and other expendable supply items used directly in the operation of Premises; (e) Parking Manager s cellular telephone expenses as they relate to the operation of the Premises; in Section 13. (f) (g) contracted services such as snowplowing and removal; and costs of purchasing and maintaining all Insurance Coverages as specified Authority reserves the right to directly provide or otherwise supply any reimbursable goods or services. If the item is supplied by Authority, it will be removed from the Budget. Authority shall reimburse Contractor for all approved operating expenses incurred as specified in Section 9.3 below. The approved Budget shall specifically not include the following (all of which shall be paid for by Contractor and shall not constitute Reimbursable Expenses): salaries and employee benefit costs of executive personnel of Contractor; legal and accounting costs and fees; off-site administrative and bookkeeping costs and fees; Bonding; the cost of the furnishings in the Toll Plazas; travel expenses; moving and relocation expenses; general telephone service for the staff s use; amounts paid or payable by Contractor pursuant to Article 12 hereof; losses, costs, damages, penalties, fines, settlements, liabilities and expenses (including attorneys fees, court costs and litigation expenses) paid or payable by Contractor with respect to suits, claims, demands or other proceedings; and the cost of all licenses and permits obtained pursuant to Applicable Laws. The approved Budget may be revised by Authority from time to time to permit the inclusion of unforeseen expenses as approved Reimbursable Expenses, but only if and to the extent that Authority determines, in its reasonable discretion, that such revisions necessary and appropriate. 19

46 Notwithstanding the provisions of this Section 9.2, no expense qualifies as a Reimbursable Expense if such expense (i) is not included within a category of expenses for which the Budget provides, unless the expense incurred was reasonably necessary in addressing an emergency situation where personal injury or property damage is reasonably anticipated and prompt action is required, or if there is a TSA or Public Safety Department stated security emergency; or the expense incurred was approved by Authority, (ii) exceeds the amount allocated within the Budget for such category of expenses, unless the excess amount incurred was reasonably necessary in addressing an emergency situation as outlined above or unless the excess amount incurred was approved by Authority, (iii) has not been paid by Contractor prior to applying for reimbursement from Authority, or (iv) constitutes a late charge pertaining to delinquent payment of vendor invoices. Contractor agrees to use competitive pricing for all budgeted purchases. Section 9.3. Reimbursable Expenses. Contractor shall pay all Reimbursable Expenses incurred in the operation of the Premises when due and shall invoice Authority, on or before the tenth (10 th ) day of each month, and include an itemized certified statement of all Reimbursable Expenses paid during the immediately preceding calendar month. Each such statement shall be accompanied by documentary proof such as copies of invoices, receipts, payroll records (including documentation of hours worked per employee), record of payment, and other such evidence for all disbursements. The monthly invoice and itemized certified statement shall be in a format approved by Authority. Reimbursement of Reimbursable Expenses shall be made by Authority within approximately thirty (30) days after receipt from Contractor of each such itemized statement; provided, however, that all appropriate supporting documents requested by Authority are included with such statement and received by the due date. Any undocumented expenses shall be excluded from the reimbursement. Authority may notify Contractor of its objection to any item or items of expense so submitted. Any such notice shall set forth the nature of Authority s objection and shall be accompanied by Authority s payment of the undisputed portion of such Reimbursable Expense, if any. Any such dispute shall then be promptly resolved and settled by mutual agreement of the parties. Contractor also shall submit to Authority such additional periodic financial reports at such times and in such form as Authority may from time to time reasonably require. Contractor shall not purchase supplies or services from any entity owned entirely or in part by Contractor or any parent company of Contractor without the prior approval of Authority. Section 9.4. Funds Collected. All Cash Receipts derived from the operation of the Premises are funds of Authority and shall be deposited in the name of Authority at least once daily on bank business days into an account designated by Authority. Until they are deposited, funds shall be held in trust by Contractor for the benefit of Authority while such funds are in its custody and control. Failure to make timely deposits in excess of two (2) occurrences per month may be cause for automatic termination by Authority of this Agreement. If needed, Contractor shall on weekends, holidays or nights, deposit Cash Receipts in a designated night deposit vault, unless otherwise authorized in writing by Authority. It shall be considered that Authority has come into possession of the Cash Receipts only when Authority has received verification of the deposit. Failure by Contractor to deposit Cash Receipts as outlined above shall result in a Fine as outlined in Exhibit C attached hereto. 20

47 If any such monies are lost, stolen or otherwise unlawfully removed from the custody and control of Contractor, Contractor shall notify Authority within twenty-four (24) hours of any such discovery of loss, theft or fraud. Contractor shall continue to be responsible therefor and shall deposit in the Account an equal sum of monies within forty-eight (48) hours after discovery of any such loss, theft or unlawful removal. For the purposes of this Agreement, theft shall include but not be limited to fraudulently removing parking tickets from ticket dispenser, intentionally failing to turn in all tickets at the end of a shift, filing a false lost ticket claim, taking of receipts, intentional mischarging customers and any and all other actions which may compromise the integrity of the revenue control process, taking a patron s vehicle or any part thereof, or taking an article left in or on a patron s vehicle. If such loss, theft or unlawful removal is insured or otherwise secured by Contractor, any payments subsequently made to Authority by the insurance company, bonding company or other surety, when paid to Authority, shall be reimbursed to Contractor to the extent of such deposit. For use of the Public Parking Facilities, Contractor shall accept as payment cash, Visa, Master Card, and American Express credit cards and any other form of payment specified by Authority. In the event that a customer disputes credit card charges by Contractor, it shall be the responsibility of Contractor to research such dispute and respond to the credit card issuer within the time required by such issuer, but in no event more than ten (10) days after the date of notice of dispute. All credit card charge-backs will be charged to Contractor and shall not be excluded from Gross Revenues. Contractor shall only permit complimentary parking in the Public Parking Facilities to the extent that Authority may from time to time allow or require. Contractor shall establish a cash change fund sufficient to operate efficiently which shall be the responsibility of the Contractor to maintain throughout the Term of this Agreement. Contractor s cash change fund shall be provided by Contractor and shall be independent from Gross Revenues and Authority s bank account. Contractor shall be responsible for all cashier shortages, which shall be paid to Authority at Contractor s sole cost and expense. Cashier overages may not be used to offset cashier shortages. Section 9.5. Overcharges and Undercharges. If Contractor charges any customer a price in excess of the established schedule of rates, the amount by which the actual charge exceeds the established rate shall constitute an overcharge, which shall, upon demand of the customer or Authority, be promptly refunded to the customer. The amount of any such refund shall constitute a Reimbursable Expense provided that Contractor provides evidence of such refund acceptable to Authority and the amount of such overcharge was previously included in Gross Revenues and deposited by Contractor in the Account. If Contractor charges any customer a price that is less than the established schedule of rates, the amount by which the actual charge is less than the established rate schedule shall constitute an undercharge and the amount thereof shall, without demand by Authority, be paid by Contractor as part of the Gross Revenues into the Account. Section 9.6. Books and Records. Contractor shall at all times during the Term maintain complete and accurate books and records of its operations at the Airport in a form consistent with good accounting practices. Such books and records shall contain an itemized record, in such detail as Authority may request, of (i) all parking charges collected on the Premises, (ii) all other revenue, if any, derived by Contractor from its operations at the Airport, and (iii) all expenses 21

48 paid in performing its obligations hereunder. All printed records produced by recording and counting devices of the Revenue Control System and related equipment shall be the sole property of Authority, and Contractor shall have no access to the printed records console to make repairs, alterations or adjustments except in the presence of a representative of Authority designated by Authority for such purpose. All such books and records shall be kept on a cash basis and shall be available for inspection by Authority and its duly authorized representatives at any time during reasonable business hours for a period of no less than four (4) years of the Term after the twelve (12) month period to which such books, records and equipment pertain. The Contractor shall not destroy any records pertaining to the operation of the Premises without the express written permission of Authority. Notwithstanding the foregoing, within sixty (60) days of the end of the Term, all of the prior four (4) years records shall be turned over to Authority by Contractor. Authority shall further have the right, upon reasonable notice to Contractor, to cause an audit to be made of the books and records of Contractor that relate to its operations at the Airport for either or all of the three (3) years of the Term immediately preceding such audit. All required books and records shall be made available so that the audit can be conducted at the offices of Authority. If, as a result of such audit, it is established that Contractor is liable to Authority for the payment of any sum, Contractor shall forthwith, upon demand from Authority, pay such sum to Authority, together with interest thereon at eighteen percent (18%) per annum from the day such sum should have been paid. Further, if such audit establishes that Contractor has overstated its Reimbursable Expenses or understated the amount of Gross Revenues collected by it from the Premises for any twelve (12) month period by three percent (3%) or more, then the entire expense of such audit shall be borne by Contractor. Authority s rights under this Section 9.6 shall survive the expiration or earlier termination of this Agreement. Section 9.7. Activity Reports. Contractor shall submit a daily activity report for each day of the Term, in a format acceptable to Authority, not later than 5:00 p.m. on the following business day for Authority, unless otherwise approved by Authority. Along with the daily activity report, Contractor shall provide Authority all processed tickets arranged in numerical sequence representing that daily activity report. In addition, Contractor shall prepare and provide to Authority, not later than the tenth (10 th ) day of each month of the Term, a monthly activity report for the preceding month in a format acceptable to Authority The daily and monthly activity reports required under this Section 9.7 shall include such information as Authority may reasonably request, including the following: (i) a daily cash summary reconciling total Gross Revenues to the daily deposit and a bank deposit slip; (ii) a monthly credit card transaction report; (iii) the number of tickets issued at each entrance gate to the Public Parking Facilities; (iv) the number of tickets and amount of revenue collected at each booth within the Toll Plaza; (v) the revenue deposits, shortages and overages at each booth within the Toll Plaza; (vi) the amount of Gross Revenues collected, in total and separately by Parking Facility; (vii) the number of vehicles entering and exiting the Public Parking Facilities, in total and separately by Parking Facility; (viii) the number and related revenue of all lost tickets, in total and separately by Parking Facility; (ix) the number and related revenue of all mail-in payments, in total and separately by Parking Facility; (x) the number of non-revenue 22

49 tickets processed, in total and separately by Parking Facility together with the return of the nonrevenue tickets to Authority; (xi) the unaccounted for ticket ratio (number of tickets short as a percentage of total tickets issued), in total and separately by Parking Facility; (xii) the number of pick-ups per taxi company in the taxi chute; and (xiii) all Gross Revenues from other activities agreed to under this Agreement including but not limited to valet parking. The monthly expense report shall be in a format consistent with the budget format and shall show the operating expenses by type, the calculated monthly management fee, and shall also include the lot logs for that month. This report shall serve as the monthly invoice to Authority for the monthly management fee and reimbursable operating expenses due to Contractor from Authority. Section 9.8. Missing Tickets. Contractor shall be fully accountable for each parking ticket issued including both used and unused tickets. Contractor shall also keep an inventory of all tickets that are unused, mutilated or unusable for verification of ticket substitution. To ensure this accountability, Contractor shall keep up-to-date usage and stock records. On a monthly basis, Contractor shall provide a summary inventory report, accounting for tickets in storage and in the system. Unaccounted for tickets shall be categorized as tickets that were processed in the entrance lane and were not presented at an exit lane. Section 9.9. Lost Tickets. Tickets lost by customers shall be accounted for by a lost ticket form provided by Contractor and approved by Authority. Each customer who has lost a ticket shall complete and sign such form, the lot logs will be checked by Contractor in an attempt to determine the length of time the customer has been in the lot, and Contractor shall charge the customer according to the parking lot fee structure. Section Other Reports. Contractor shall prepare such other financial or statistical reports relating to its operations at the Airport as Authority may from time to time request. Section Authority Administrative Cost. If Authority has paid any sum or sums or has incurred any obligation or expense for which Contractor agreed to pay or reimburse Authority, or if Authority is required or elects to pay any sum or sums or incurs any obligation or expense because of the failure, neglect or refusal of Contractor to perform or fulfill any of the terms or conditions of this Agreement, Contractor shall, immediately upon demand by Authority, reimburse Authority for the cost thereof, plus an amount equal to fifteen percent (15%) of such cost to compensate Authority for the administrative cost of addressing such failure, neglect or refusal. Section Incentive Bonus. In its discretion, for any one-year period of the Term, Authority may award to Contractor a performance-related incentive bonus (the Bonus ) in an amount not to exceed one-half of one percent (0.5% or.005) of Net Operating Income for such year of the Term. The amount of any Bonus awarded by Authority to Contractor shall be based upon Authority s evaluation of Contractor s performance over the relevant period in the following categories: customer service; efficiency of operation; budget performance; management performance; and responsiveness to Authority. Any Bonus paid to Contractor shall be paid on or before December 1 for Contractor s performance during the preceding year of the Term. Authority shall provide Contractor with its completed annual evaluation of Contractor, in the form attached as Schedule 3.1 hereto, on or before the earlier of (i) the payment of any Bonus 23

50 to Contractor relating to the year of the Term that is the subject of such evaluation or (ii) December 1 of each year of the Term. Contractor agrees to distribute not less than fifty percent (50%) of any Bonus paid for a year of the Term to employees of Contractor who work on-site at the Airport in Contractor s operation of the Parking Facilities. Section Tax Obligations. Contractor shall pay, on or before their respective due dates to the appropriate collecting authority, all federal, state, and local taxes and fees which are now or may hereafter be levied upon the business of Contractor conducted at the Airport. Contractor shall maintain, in current status, all federal, state and local licenses and permits required for the operation of the Premises and any other activity conducted by Contractor. ARTICLE 10 INSPECTION AND ENTRY BY AUTHORITY Authority shall have the right at all times to enter upon the Premises for the purpose of inspecting the same, observing the performance of Contractor of its obligations under this Agreement, and doing any act or thing which Authority may be obligated or have the right to do under this Agreement or otherwise. Without limiting the generality of the foregoing, Authority shall have the right, but not the obligation, to enter upon the Premises to maintain existing and future utility systems or portions thereof on the Premises at all times and to make repairs, replacements, additions or alterations as may, in the opinion of Authority, be necessary or advisable. ARTICLE 11 ASSIGNMENT AND SUBCONTRACTING Contractor shall have no right to assign, delegate or subcontract any of its rights or duties pursuant to this Agreement without the prior written consent of Authority. Any assignment or delegation so permitted shall be subject to all the terms, conditions and other provisions of this Agreement. Further, notwithstanding any assignment or delegation, Contractor shall remain obligated and liable to Authority for the performance of all terms, conditions and other provisions of this Agreement to the same extent that it would be obligated and liable if no assignment, delegation or subcontract had been made. Any attempted assignment, delegation or subcontract in violation of this Article 11 shall be void and of no force or effect whatsoever. ARTICLE 12 INDEMNIFICATION Section Negligent Acts or Omissions. Contractor agrees to defend, indemnify and hold each of the Indemnified Parties harmless from and against any and all suits, losses, costs, claims, damages, demands, penalties, fines, settlements, liabilities and expenses (including reasonable attorneys fees, court costs and litigation expenses) claimed or incurred by reason of any bodily injury, death and/or property damage arising from any negligent act or omission of Contractor or any of its officers, contractors, subcontractors, agents, representatives or employees. Section Intentional Acts. Contractor agrees to defend, indemnify and hold each of the Indemnified Parties harmless from and against any and all suits, losses, costs, claims, 24

51 damages demands, penalties, fines, settlements, liabilities and expenses (including reasonable attorneys fees, court costs and litigation expenses) claimed or incurred by reason of any bodily injury, death and/or property damage arising from any intentional act of Contractor or any of its officers, contractors, subcontractors, agents, representatives or employees. Section Negligent Acts or Omissions with Respect to Use or Placement of Hazardous Materials. Contractor agrees to defend, indemnify and hold each of the Indemnified Parties harmless from and against any and all suits, losses, costs, claims, damages, demands, penalties, fines, settlements, liabilities and expenses (including reasonable attorneys fees, court costs and litigation expenses) arising from any negligent act or omission of Contractor or any of its officers, contractors, subcontractors, agents, representatives or employees with respect to any bodily injury, death or property damage with respect to the use or placement of Hazardous Materials on the Airport premises or other areas. Section Negligent Acts or Omissions with Respect to Hazardous Materials Investigations, Hazardous Materials Contamination, etc. Contractor agrees to defend, indemnify and hold each of the Indemnified Parties harmless from and against any and all suits, losses, costs, claims, damages, demands, penalties, fines, settlements, liabilities and expenses (including reasonable attorneys fees, court costs and litigation expenses) arising from any negligent act or omission of Contractor or any of its officers, contractors, subcontractors, agents, representatives or employees with respect to (i) any investigation, monitoring, clean-up, containment, removal, storage or restoration work performed by Authority or a third party with respect to the use or placement of Hazardous Materials (of whatever kind or nature, known or unknown) on the Airport premises or any other areas; (ii) any actual, threatened or alleged contamination by Hazardous Materials on the Airport premises or other areas; (iii) the disposal, release or threatened release of Hazardous Materials on the Airport premises or other areas that is on, from or affects the soil, air, water, vegetation, buildings, personal property or Persons or otherwise; or (iv) any violation of any applicable Environmental Laws. Section Intentional Acts with Respect to Hazardous Materials. Contractor agrees to defend, indemnify and hold each of the Indemnified Parties harmless from and against any and all suits, losses, costs, claims, damages, demands, penalties, fines, settlements, liabilities and expenses (including reasonable attorneys fees, court costs and litigation expenses) arising from any intentional act of Contractor or any of its officers, contractors, subcontractors, agents, representatives or employees with respect to (i) any investigation, monitoring, clean-up, containment, removal, storage or restoration work performed by Authority or a third party with respect to the use or placement of Hazardous Materials (of whatever kind or nature, known or unknown) on the Airport premises or any other areas; (ii) any actual, threatened or alleged contamination by Hazardous Materials on the Airport premises or other areas; (iii) the disposal, release or threatened release of Hazardous Materials on the Airport premises or other areas that is on, from or affects the soil, air, water, vegetation, buildings, personal property or Persons or otherwise; (iv) any bodily injury, death or property damage with respect to the use or placement of Hazardous Materials on the Airport premises or other areas; or (v) any violation of any applicable Environmental Laws. Section Vehicles and Mobile equipment. Contractor agrees to defend, indemnify and hold each of the Indemnified Parties harmless from and against any and all suits, losses, 25

52 costs, claims, damages, demands, penalties, fines, settlements, liabilities and expenses (including reasonable attorneys fees, court costs and litigation expenses) arising from any use, non-use or condition in, on or about, or possession, alteration, repair, operation, maintenance or management of, any vehicle, mobile equipment or other property of Contractor used or available for use on Airport premises. Section Representations and Warranties. Contractor agrees to defend, indemnify and hold each of the Indemnified Parties harmless from and against any and all suits, losses, costs, claims, damages, demands, penalties, fines, settlements, liabilities and expenses (including reasonable attorneys fees, court costs and litigation expenses) arising from (i) any representation or warranty made herein by Contractor or in any other agreement between Authority and Contractor being false or misleading in any material respect as of the date such representation or warranty was made or (ii) any violation of, or failure of Contractor to comply with, the terms of this Agreement. Section Failure to Comply with Applicable Laws. Contractor agrees to defend, indemnify and hold each of the Indemnified Parties harmless from and against any and all suits, losses, costs, claims, damages, demands, penalties, fines, settlements, liabilities and expenses (including reasonable attorneys fees, court costs and litigation expenses) arising from any lien, encumbrance or claim arising from the actions of Contractor or the failure of Contractor to comply with any Applicable Laws. Section Survival of Article 12. It is expressly understood and agreed that Contractor s obligations under this Article 12 shall survive the expiration or earlier termination of this Agreement. ARTICLE 13 INSURANCE AND SURETY BOND Section CGL Coverage. Contractor shall obtain and maintain continuously in effect at all times on and after the Commencement Date and through its surrender of the Premises, commercial general liability insurance coverage (the CGL Coverage ), with coverage limits of not less than Two Million and No/100 Dollars ($2,000,000.00) per occurrence and Two Million and No/100 Dollars ($2,000,000.00) in aggregate, that insures against claims, damages, losses and liabilities arising from bodily injury, death and/or property damage, including any such claims, damages, losses or liabilities arising from or relating to Contractor s operations or presence at the Airport. Each insurance policy providing the CGL Coverage shall name Authority and its Board, officers, directors, and employees as additional insureds thereunder and shall provide that such insurance policy will be considered primary insurance as to any other valid and collectible insurance or self-insured retention Authority may possess or retain. Any insurance coverages maintained by Authority shall be considered excess insurance only. Each insurance policy providing the CGL Coverage shall provide contractual liability coverage under which the issuing insurance company agrees to insure (i) Contractor s obligations under Sections 12.1 and 12.3 hereof and (ii) any other liability that Contractor has under this Agreement for which such insurance policy would otherwise provide coverage. Each insurance company issuing an insurance policy providing the CGL Coverage shall be (A) admitted to do business in the State of Indiana and rated not less than the Minimum Rating or (B) 26

53 otherwise approved by Authority. Such approval may be denied or withheld based upon an insurance company s rating by the Rating Service or other indications of financial inadequacy, as determined in the sole discretion of Authority. Section Auto Coverage. Contractor shall obtain and maintain continuously in effect at all times on and after the Commencement Date and through its surrender of the Premises, automobile liability insurance coverage (the Auto Coverage ), with a coverage limit of not less than One Million and No/100 Dollars ($1,000,000.00) per occurrence, that insures against claims, damages, losses and liabilities arising from automobile related bodily injury, death and/or property damage, including any such claims, damages, losses or liabilities arising from or relating to the operations or presence of Contractor at the Airport. Each insurance policy providing the Auto Coverage shall name Authority and its Board, officers, directors, and employees as additional insureds thereunder and shall provide that such insurance policy will be considered primary insurance as to any other valid and collectible insurance or self-insured retention Authority may possess or retain. Any insurance coverages maintained by Authority shall be considered excess insurance only. Each insurance policy providing the Auto Coverage shall provide contractual liability coverage under which the issuing insurance company agrees to insure (i) Contractor s obligations under Section 12.1 hereof and (ii) any other liability that Contractor has under this Agreement for which such insurance policy would otherwise provide coverage. Each insurance company issuing an insurance policy providing the Auto Coverage shall be (A) admitted to do business in the State of Indiana and rated not less than the Minimum Rating or (B) otherwise approved by Authority. Such approval may be denied or withheld based upon an insurance company s rating by the Rating Service or other indications of financial inadequacy, as determined in the sole discretion of Authority. Section WC Coverage. Contractor shall obtain and maintain, continuously in effect at all times on and after the Commencement Date and through its surrender of the Premises, worker s compensation insurance coverage (the WC Coverage ) in accordance with statutory requirements and providing employer s liability coverage with limits of not less than One Hundred Thousand and No/100 Dollars ($100,000.00) for bodily injury by accident, One Hundred Thousand and No/100 Dollars ($100,000.00) for bodily injury by disease, and Five Hundred Thousand and No/100 Dollars ($500,000.00) policy limit for disease. Each insurance company issuing an insurance policy providing the WC Coverage shall be (A) admitted to do business in the State of Indiana and rated not less than the Minimum Rating or (B) otherwise approved by Authority. Such approval may be denied or withheld based upon an insurance company s rating by the Rating Service or other indications of financial inadequacy, as determined in the sole discretion of Authority. Section Crime Coverage. Contractor shall obtain and maintain in effect at all times on and after the Commencement Date and through its surrender of the Premises, crime liability insurance coverage (the Crime Coverage ), with a coverage limit of not less than One Million Dollars ($1,000,000.00) per occurrence, that insures against claims, damages, losses and liabilities arising from the criminal activity of the officers, contractors, subcontractors, agents, representatives or employees of Contractor relating to the operations or presence of Contractor at the Airport, with coverage to specifically address Employee Dishonesty coverage on a third party basis. The aggregate deductible amount under the insurance policy or policies providing the Crime Coverage shall not exceed Ten Thousand and No/100 Dollars ($10,000.00) per 27

54 occurrence. Each insurance policy providing the Crime Coverage shall name Authority and its Board, officers, directors, and employees as additional insureds thereunder and shall provide that such insurance policy will be considered primary insurance as to any other valid and collectible insurance or self-insured retention Authority may possess or retain. Any insurance coverages maintained by Authority shall be considered excess insurance only. Each insurance policy providing the Crime Coverage shall provide contractual liability coverage under which the issuing insurance company agrees to insure any liability that Contractor has under this Agreement for which such insurance policy would otherwise provide coverage. Each insurance company issuing an insurance policy providing the Crime Coverage shall be (A) admitted to do business in the State of Indiana and rated not less than the Minimum Rating or (B) otherwise approved by Authority. Such approval may be denied or withheld based upon an insurance company s rating by the Rating Service or other indications of financial inadequacy, as determined in the sole discretion of Authority Garagekeepers Liability Coverage. If Contractor provides valet or other similar services, Contractor shall obtain and maintain in effect at all times on and after the Commencement Date and through its surrender of the Premises, Garagekeepers Liability Insurance coverage (the Garagekeeper Liability Coverage ), in amounts equal to or greater than the value of the vehicles under its control that insures against claims, damages, losses and liabilities arising from the activities of the officers, contractors, subcontractors, agents, representatives or employees of Contractor relating to valet services if provided by Contractor to customers at the Airport Garage Liability Coverage. In addition to the above referenced CGL Coverage, Contractor shall obtain and maintain in effect at all times on and after the Commencement Date and through its surrender of the Premises, Garage Liability coverage (the Garage Liability Coverage ), with coverage limits of not less than Two Million and No/100 Dollars ($2,000,000.00) per occurrence and Two Million and No/100 Dollars ($2,000,000.00) in aggregate, that insures against claims, damages, losses and liabilities arising from the activities of the officers, contractors, subcontractors, agents, representatives or employees of Contractor relating to vehicles services if provided by Contractor to customers at the Airport. Section Insurance Coverages. For purposes of this Agreement, the CGL Coverage, the Auto Coverage, the WC Coverage, the Garagekeepers Liability Coverage, the Garage Liability Coverage, and the Crime Coverage are collectively referred to as the Insurance Coverages. Contractor agrees that each insurance policy providing any of the Insurance Coverages (A) shall not be altered, modified, cancelled or replaced without thirty (30) days prior written notice from Contractor to Authority, (B) shall provide for a waiver of subrogation by the issuing insurance company as to claims against Authority and its Board, officers, directors, and employees, (C) shall provide that any other insurance clause in such insurance policy shall exclude any policies of insurance maintained by Authority and that such insurance policy shall not be brought into contribution with any insurance maintained by Authority, and (D) shall have a term of not less than one (1) year from the date of the issuance thereof. Authority shall have the right to change the Insurance Coverages and the insurance limits required of Contractor, without any cost to Authority, if such changes are recommended or imposed by Authority s insurers. Contractor shall provide, prior to the commencement of Contractor s performance under this Agreement, one (1) or more certificates of insurance which shall indicate that the 28

55 Insurance Coverages have been obtained and that the insurance policy or policies referenced or described in each such certificate of insurance comply with the requirements of this Agreement. Each such certificate of insurance shall provide that the insurance company issuing the insurance policy or policies referenced or described therein shall give to Authority written notice of the cancellation or non-renewal of each such insurance policy not less than thirty (30) days prior to the effective date of such cancellation or the expiration date of such insurance policy, as applicable. Upon receipt of a request from Authority, Contractor also agrees to provide to Authority duplicate originals of any or all of the insurance policies providing the Insurance Coverages. The certificate(s) of insurance provided by Contractor to evidence the WC Coverage shall specifically certify that the insurance policy or policies which provide the WC Coverage cover Contractor s activities in the State of Indiana. If Contractor shall at any time fail to obtain or maintain any of the Insurance Coverages, Authority may take, but shall not be obligated to take, all actions necessary to effect or maintain such Insurance Coverages, and all monies expended by it for that purpose shall be reimbursed to Authority by Contractor upon demand therefor or set-off by Authority against funds of Contractor held by Authority or funds due to Contractor. Contractor hereby grants, approves of and consents to such right of set-off for Authority. If Contractor or its insurance company fails to promptly respond to Authority s request for adequate evidence of compliance with the insurance provisions, Authority may, in addition to all its other remedies, deduct an amount equal to ten percent (10%) of the Management Fee as liquidated damages otherwise payable hereunder for each and every month, or part thereof, until such evidence is provided. If any of the Insurance Coverages is not obtained within a period of time to be determined solely by Authority, Authority may terminate this Agreement by providing notice of termination to Contractor. Contractor shall not attempt to provide any of the Insurance Coverages through self-insurance. Section No Limitation on Liability. It is expressly understood and agreed that the minimum limits set forth in the Insurance Coverages shall not limit the liability of Contractor for its acts or omissions as provided in this Agreement. Contractor shall cause each subcontractor employed by Contractor to purchase and maintain applicable insurance that names Authority as additionally insured unless Contractor s insurance provides coverage on behalf of subcontractor. Contractor shall provide Authority copies of certificates evidencing coverage for each subcontractor. Section Surety Bond. Prior to the Commencement Date, Contractor shall provide Authority a One Hundred Thousand Dollar ($100,000) Surety Bond (the Bond ) for the faithful performance of all duties by officers, managers, supervisor and employees related to this Agreement. Such duties shall include the duty to account properly for all monies and property received and held in connection with this Agreement. Such Bond shall cover fraud, theft (as described in Section 9.4) and any and all losses whether deemed intentional or unintentional. The Surety Bond shall be bound to Authority and may be annually renewable. ARTICLE 14 TERMINATION BY CONTRACTOR This Agreement shall be subject to termination by Contractor in the event Authority breaches any material term, covenant or condition of this Agreement to be kept, performed and observed by Authority and such breach shall continue uncured for a period of sixty (60) days 29

56 after receipt of written notice from Contractor of the existence of such breach; provided, however, that, if such breach is such that it cannot be cured or remedied within such sixty (60) day period, then such sixty (60) day period shall be extended for such period as is reasonably necessary to cure such breach if corrective action is instituted by Authority within such sixty (60) day period and diligently pursued until such breach is cured or remedied. ARTICLE 15 EVENTS OF DEFAULT Section Events of Default. The occurrence of any of the events described in this Section 15.1 shall be defined as and shall constitute an Event of Default under this Agreement: (a) Any type of strike, boycott, picketing, work stoppage, slow-down or other labor activity shall be directed against Contractor at the Airport or against any of its operations under this Agreement, whether or not the same is due to the fault of Contractor, and continues for a period of at least twenty-four (24) hours, including the period of any suspension of the operations of Contractor pursuant to the provisions hereof; (b) Contractor shall cease, abandon, stop or discontinue its services upon or within the Premises for any reason whatsoever and regardless of the fault of Contractor; (c) Contractor shall become insolvent, or take the benefit of any present or future insolvency law, or make a general assignment for the benefit of creditors, or file a voluntary petition in bankruptcy or a petition or answer seeking an arrangement for its reorganization or the readjustment of its indebtedness under the federal bankruptcy laws or under any other law or statute of the United States or of any state thereof, or shall consent to the appointment of a receiver, trustee or liquidator of all or substantially all of its property; (d) By order or decree of a court, Contractor shall be adjudged bankrupt or an order shall be made approving a petition filed by any of the creditors or equity owners of Contractor seeking its reorganization or the readjustment of its indebtedness under the federal bankruptcy laws or under any other law or statute of the United States or of any state thereof; (e) A petition or action under any part of the federal bankruptcy laws or under any other law or statute of the United States or of any state thereof shall be filed against Contractor and such petition or action against Contractor shall not be dismissed within sixty (60) days after the filing thereof; (f) By or pursuant to or under authority of any legislative act, resolution or rule, or any order or decree of any court or governmental board, agency or officer having jurisdiction, a receiver, trustee or liquidator shall take possession or control of all or substantially all of the property of Contractor and such possession or control shall continue in effect for a period of fifteen (15) days; (g) Any materialman, construction, mechanic or other voluntary lien, judgment, attachment or encumbrance shall be filed against the Premises or any portion thereof as a result of any act or omission of Contractor and is not removed within fifteen (15) days after Contractor s receipt of notice of the filing thereof; 30

57 (h) Contractor shall assign, transfer or encumber this Agreement or any interest herein, without the prior written consent of Authority; (i) Contractor shall fail duly and punctually to make any payment required hereunder when due to Authority; (j) Insurance Coverages; Contractor shall fail to comply with the requirement to maintain the (k) Contractor shall fail to maintain operations hereunder in the manner required under this Agreement, as determined in the reasonable discretion of Authority, and such failure shall continue for a period of ten (10) days after Contractor s receipt of written notice from Authority to Contractor of such failure; (l) Contractor shall conduct business activities at the Airport, other than those allowed under this Agreement, that have not been approved by Authority; (m) Authority shall determine that there was a material misstatement or omission made by Contractor in its Proposal upon which Authority relied in awarding this Agreement; or (n) Contractor shall fail to comply with each and every promise, covenant, condition and agreement set forth in this Agreement on its part to be kept, performed or observed (other than the promises, covenants, conditions and agreements otherwise addressed by specific provisions of this Section 15.1), and such noncompliance continues for a period of ten (10) days after Contractor s receipt of written notice from Authority to Contractor of such noncompliance. Section Remedies. Upon the occurrence of an Event of Default, Authority may exercise any and all rights and remedies permitted under law or equity and may terminate this Agreement by giving not less than twenty-four (24) hours notice to Contractor, effective at the date and time specified in such notice. The exercise by Authority of any of such rights and remedies shall be without prejudice to any and all other rights and remedies. In the event Authority exercises its right to terminate this Agreement, then it is understood that such exercise by Authority of its right of termination shall not be, or deemed to be, an exercise by Authority of an election of remedies so as to preclude Authority from any right to money damages it may have suffered for the period from the effective date of termination through the original expiration date of the Term, and this provision shall survive the termination of this Agreement as aforesaid. Upon notice of such termination, Contractor shall immediately cease or cause to be ceased all services or work, and Contractor shall invoice and be paid for only those services rendered or work performed through the date of termination that are reasonably satisfactory to Authority. Further, Contractor shall forfeit to Authority, as liquidated damages, the Surety Bond because the parties mutually agree that such termination will substantially damage Authority but the extent of such damage is not ascertainable. Notwithstanding the foregoing provisions of this Section 15.2, Contractor shall not be relieved of any liability to Authority for damages sustained by Authority. Section Authority Right to Terminate at Any Time. In addition to all other rights or revocation or termination hereunder, and notwithstanding any other terms or provisions 31

58 of this Agreement to the contrary, Authority shall have the right at any time and without cause to terminate this Agreement upon sixty (60) days prior notice to Contractor, effective upon the date and time specified in such notice. Section Set-off. In the event this Agreement is terminated, any payment due to Contractor shall be due and payable within sixty (60) days after the effective date of termination; provided, however, that if Authority has one (1) or more claims against Contractor, there are amounts in dispute at the time of such termination or Authority sustains damages as a result of such termination, Authority may set-off any such amounts, claims or damages against Contractor s invoice, and Contractor hereby expressly grants such right of such set-off to Authority. Payment by Authority shall not, however, be deemed a waiver by Authority of any rights or remedies it may have under this Agreement or otherwise. ARTICLE 16 SECURITY Section Security. Employees, agents and representatives of Contractor and its subcontractors shall comply with the Rules and Regulations, including the Airport Security Plan, and all other airport security regulations as adopted or required by TSA or other Governmental Authorities from time to time. If a breach of the Airport Security Plan or such other airport security regulation occurs as a result of the acts or omissions of an employee, agent, representative or subcontractor of Contractor in any manner or form at any time after the Commencement Date, Contractor immediately shall remedy such breach or assist TSA or other Governmental Authorities in remedying such breach, regardless of the circumstances. Contractor shall maintain the integrity of the controlled access security system of the Airport for the Term. Contractor acknowledges and accepts full responsibility for the security and protection of the Revenue Control System equipment, Toll Plaza and booths, all inventory, equipment and facilities now existing or hereafter assigned to Contractor, and for the prevention of unauthorized access to the Parking Facilities. Contractor fully understands that the police security protection provided by Authority is limited and expressly acknowledges that any special security measures deemed necessary or desirable by Contractor shall be the sole responsibility of Contractor and shall involve no cost to Authority. Section Contractor Liable for Fines and Compliance. In the event Authority determines that any fine or penalty has been imposed upon Authority as a result of the failure of Contractor or any of its contractors or subcontractors to comply with Applicable Laws, Contractor shall pay such fine or penalty or reimburse Authority therefor upon demand by Authority. Contractor shall monitor compliance by its subcontractors with the requirements for identification badges and security clearances and the screening of goods, products, equipment, materials and supplies of such contractors and subcontractors. 32

59 ARTICLE 17 ATTORNEYS FEES In the event Authority brings any action under this Agreement and prevails in such action, then Authority shall be entitled to recover from Contractor Authority s reasonable attorneys fees and expenses incurred as a result of such action, including expert witness fees, court reporters fees, and court costs. ARTICLE 18 AMENDMENT This Agreement constitutes the entire Agreement between the parties. No amendment, modification or alteration of the terms of this Agreement shall be binding unless the same be in writing, dated subsequent to the date hereof and duly executed by the parties hereto; provided, however, that Exhibit A (Parking Facilities) hereto shall be deemed to be amended and modified in accordance with any modification, relocation or supplementation of a Parking Facility by Authority upon Authority s providing to Contractor a copy of a revised Exhibit A reflecting such modification, relocation or supplementation and without the execution of a written amendment or modification of this Agreement by the parties. ARTICLE 19 AUTHORITY APPROVALS Whenever any provision of this Agreement requires the consent or approval of Authority or provides to Authority the right to make a determination or judgment, Authority shall have the absolute and unconditional right to withhold its consent or approval, in its sole discretion, and to make such determination or judgment in its sole discretion on the basis of such factors and considerations as it shall deem relevant (including self-interest), except for those circumstances, if any, where this Agreement expressly provides that such consent or approval will not be unreasonably withheld or Authority will make such determination or judgment reasonably. ARTICLE 20 ENVIRONMENTAL PROTECTION Contractor hereby agrees to comply with the Environmental Laws. Further, any fines or penalties that may be levied against Authority by the EPA or any other Governmental Authority arising from or relating to Contractor s failure to comply with any of the Environmental Laws shall be reimbursed to Authority by Contractor immediately after notice of the amount of such liquidated damages or penalties from Authority. Upon the expiration or earlier termination of the Term, Contractor shall, at Contractor s sole expense, remove or permanently clean all Hazardous Materials that Contractor, or anyone for whom Contractor is responsible, caused to be situated on, at, in or under any Airport premises. This shall be done in compliance with all Applicable Laws and shall include the performance of any necessary clean-up or remedial action. Contractor shall provide Authority with copies of all records related to any Hazardous Materials that are required to be maintained by any Applicable Laws. 33

60 ARTICLE 21 END OF TERM Section Rights and Obligations of Contractor. Upon the expiration or earlier termination of this Agreement, Contractor shall promptly vacate the Premises and leave the same in the condition existing as of the commencement of this Agreement, normal wear and tear excepted. Contractor shall, at its own cost and expense, remove all of its property from the Premises on or before the termination or expiration of this Agreement. Any damage to the property owned or used by Authority or in which Authority has an interest resulting from such removal shall be paid by Contractor. If Contractor s property is not removed as herein provided, Authority may, at its option, as agent for Contractor and at Contractor s risk and expense, remove such property to a public warehouse for deposit or retain such property in Authority s possession and, after the expiration of thirty (30) days, sell the same, with or without notice, at a public or private sale, in accordance with Applicable Laws, the proceeds of such sale to be applied first to the expenses of the sale and next to any sum owed by Contractor to Authority, and any balance remaining shall be remitted to Contractor. Section Surrender. Contractor agrees to peacefully surrender the Parking Facilities upon the termination or expiration of the Agreement. Contractor agrees to cooperate in the transition to a new operator. All Revenue Control equipment keys, operating manuals and maintenance manuals shall be returned to Authority. Section Holdover. Contractor shall be obligated to holdover, at the sole discretion of Authority in the event that a succeeding agreement shall not be in place as of the termination date of the Term of this Agreement or any renewal periods provided for herein. At the direction of Authority, Contractor shall continue on a month-to-month basis for a period not to exceed twelve (12) months at the terms and conditions contained in the Agreement in place for the most recent Agreement year. Authority agrees to provide Contractor sixty (60) day s prior written notice of the end date of any such extended period. ARTICLE 22 LIQUIDATED DAMAGES Contractor acknowledges its obligation to provide the public and air travelers with the level and quality of service as described herein and its desire to comply with its obligations under this Agreement. Contractor further acknowledges that Authority will suffer damages if Contractor fails to comply with said obligations and further acknowledges that such damages would be difficult to calculate. Therefore, the parties agree that Contractor shall pay Authority the liquidated damages set forth in Exhibit C hereto. The parties agree that the liquidated damages set forth herein are reasonable, and Contractor agrees to pay Authority such liquidated damages in accordance with this Article 22 at the rates or in the specified amounts upon the occurrence of the violations indicated upon the demand of Authority. Contractor further acknowledges and agrees that the assessment and demand by Authority, and payment by Contractor, of any such liquidated damages do not waive, limit or otherwise affect any rights or remedies of Authority as set forth in this Agreement. If Authority incurs any fines and/or penalties imposed, or any expense, under Applicable Laws for the protection and preservation of the environment as a result of the acts or omissions of Contractor, Contractor agrees to pay and/or reimburse all such fines, penalties, costs and expenses. Contractor shall not submit any 34

61 assessed liquidated damage or fine as a Reimbursable Expense to Authority. Contractor shall pay any liquidated damages directly to Authority within forty-eight (48) hours after such liquidated damage is assessed. ARTICLE 23 GENERAL PROVISIONS Section General Civil Rights Provisions The Contractor agrees to comply with pertinent statutes, Executive Orders and such rules as are promulgated to ensure that no person shall, on the grounds of race, creed, color, national origin, sex, age, or disability be excluded from participating in any activity conducted with or benefiting from Federal assistance. If the Contractor transfers its obligation to another, the transferee is obligated in the same manner as the Contractor. This provision obligates the Contractor for the period during which the property is owned, used or possessed by the Contractor and the airport remains obligated to the Federal Aviation Administration. This provision is in addition to that required by Title VI of the Civil Rights Act of Section Compliance with Nondiscrimination Requirements During the performance of this contract, the Contractor, for itself, its assignees, and successors in interest (hereinafter referred to as the Contractor ), agrees as follows: a. Compliance with Regulations: The Contractor (hereinafter includes consultants) will comply with the Title VI List of Pertinent Nondiscrimination Acts and Authorities, as they may be amended from time to time, which are herein incorporated by reference and made a part of this contract. b. Nondiscrimination: The Contractor, with regard to the work performed by it during the contract, will not discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors, including procurements of materials and leases of equipment. The Contractor will not participate directly or indirectly in the discrimination prohibited by the Nondiscrimination Acts and Authorities, including employment practices when the contract covers any activity, project, or program set forth in Appendix B of 49 CFR part 21. c. Solicitations for Subcontracts, including Procurements of Materials and Equipment: In all solicitations, either by competitive bidding or negotiation made by the Contractor for work to be performed under a subcontract, including procurements of materials, or leases of equipment, each potential subcontractor or supplier will be notified by the Contractor of the contractor s obligations under this contract and the Nondiscrimination Acts and Authorities on the grounds of race, color, or national origin. 35

62 d. Information and Reports: The Contractor will provide all information and reports required by the Acts, the Regulations, and directives issued pursuant thereto and will permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the sponsor or the Federal Aviation Administration to be pertinent to ascertain compliance with such Nondiscrimination Acts and Authorities and instructions. Where any information required of a contractor is in the exclusive possession of another who fails or refuses to furnish the information, the Contractor will so certify to the sponsor or the Federal Aviation Administration, as appropriate, and will set forth what efforts it has made to obtain the information. e. Sanctions for Noncompliance: In the event of a Contractor s noncompliance with the non-discrimination provisions of this contract, the sponsor will impose such contract sanctions as it or the Federal Aviation Administration may determine to be appropriate, including, but not limited to: a. Withholding payments to the Contractor under the contract until the Contractor complies; and/or b. Cancelling, terminating, or suspending a contract, in whole or in part. f. Incorporation of Provisions: The Contractor will include the provisions of paragraphs a. through e. in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Acts, the Regulations, and directives issued pursuant thereto. The Contractor will take action with respect to any subcontract or procurement as the sponsor or the Federal Aviation Administration may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, that if the Contractor becomes involved in, or is threatened with litigation by a subcontractor, or supplier because of such direction, the Contractor may request the sponsor to enter into any litigation to protect the interests of the sponsor. In addition, the Contractor may request the United States to enter into the litigation to protect the interests of the United States. Title VI List of Pertinent Nondiscrimination Acts and Authorities During the performance of this contract, the Contractor, for itself, its assignees, and successors in interest (hereinafter referred to as the Contractor ) agrees to comply with the following non-discrimination statutes and authorities; including but not limited to: Title VI of the Civil Rights Act of 1964 (42 USC 2000d et seq., 78 stat. 252) (prohibits discrimination on the basis of race, color, national origin); 49 CFR part 21 (Non-discrimination in Federally-assisted programs of the Department of Transportation Effectuation of Title VI of the Civil Rights Act of 1964); The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 USC 4601) (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects); Section 504 of the Rehabilitation Act of 1973 (29 USC 794 et seq.), as amended (prohibits discrimination on the basis of disability); and 49 CFR part 27; The Age Discrimination Act of 1975, as amended (42 USC 6101 et seq.) (prohibits discrimination on the basis of age); 36

63 Airport and Airway Improvement Act of 1982 (49 USC 471, Section 47123), as amended (prohibits discrimination based on race, creed, color, national origin, or sex); The Civil Rights Restoration Act of 1987 (PL ) (broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, the Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms programs or activities to include all of the programs or activities of the Federal-aid recipients, sub-recipients and contractors, whether such programs or activities are Federally funded or not); Titles II and III of the Americans with Disabilities Act of 1990, which prohibit discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities (42 USC ) as implemented by U.S. Department of Transportation regulations at 49 CFR parts 37 and 38; The Federal Aviation Administration s Nondiscrimination statute (49 USC 47123) (prohibits discrimination on the basis of race, color, national origin, and sex); Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations, which ensures nondiscrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations; Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of limited English proficiency (LEP). To ensure compliance with Title VI, you must take reasonable steps to ensure that LEP persons have meaningful access to your programs (70 Fed. Reg. at to 74100); Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities (20 USC 1681 et seq). Section No Exclusive Right. Nothing herein contained shall be deemed to grant Contractor any exclusive right or privilege within the Federal Aviation Act, or the conduct of any activity at the Airport, except that, subject to the terms and provisions hereof, Contractor shall have the right to operate the Premises under the provisions of this Agreement. Section Subordination to Other Agreements. This Agreement is subject and subordinate to the provisions of any agreement heretofore or hereafter made between Authority and any other Governmental Authority relative to the operation 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 Authority for Airport purposes, or the expenditure of federal funds for the improvement or development of the Airport, including the expenditure of federal funds for the development of the Airport in accordance with the provisions of the Federal Aviation Act. Section Subordination to Authority Encumbrances. This Agreement and all rights of Contractor hereunder shall be subject and subordinate to any deed of trust or mortgage lien or security interest encumbering Authority s interest in all or any part of the Airport and to any renewal, extension, modification or consolidation of such deed of trust or mortgage or 37

64 security agreement granting such security interest. Contractor agrees, at any time, and from time to time, upon not less than ten (10) days prior notice by Authority, to execute, acknowledge and deliver to Authority a statement in writing certifying that this Agreement is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified and stating the modifications), and the dates to which amounts due hereunder have been paid, and stating whether, to the best knowledge of Contractor, Authority is or is not in default in the performance of any covenant, agreement, provision or condition contained in this Agreement and, if so, specifying each such default of which Contractor may have knowledge. Authority and Contractor intend that any such statement delivered pursuant hereto may be relied upon by any prospective lender or mortgagee of Authority and any purchaser or tenant of any portion of the Airport premises or the Terminal and such purchaser s or tenant s lender or mortgagee or prospective lender or mortgagee, and by any prospective assignee and its lender or mortgagee or prospective lender or mortgagee. Contractor also agrees to execute and deliver from time to time, upon not less than ten (10) days prior notice by Authority, such similar estoppel certificates as a lender to Authority may require with respect to this Agreement. If Contractor fails or refuses to furnish such certificate within the time provided, it will be conclusively presumed that this Agreement is in full force and effect in accordance with its terms and Authority is not in default hereunder. Section No Waiver. No waiver of default by either party of any of the terms, covenants or conditions herein to be performed, kept and observed by the other party shall be construed as, or shall operate as, a waiver of any subsequent default of any of the terms, covenants or conditions herein contained, to be performed, kept and observed by the other party. Section Notices, Approvals, Consents, etc. All notices, approvals, consents, demands, requests and other communications required or permitted by this Agreement must be in writing to be effective (except where verbal action is expressly permitted by the applicable provision of this Agreement) and personally delivered or sent by certified United States Mail, postage prepaid, or by a recognized delivery service that provides registered and verifiable shipment or air-bill tracking and delivery record, with costs prepaid, to the addresses set forth below: To Authority: The Fort Wayne-Allen County Airport Authority 3801 W. Ferguson Road, Suite 209 Fort Wayne, Indiana Attn: Director of Administration & Finance To Contractor: The Person and place to which notices, approvals, consents, demands, requests and other communications are to be sent may be changed by a party hereto upon written notice to the other. A notice, approval, consent, demand, request or other communication required or permitted hereunder shall be deemed received and effective (i) on the date that is three (3) days after the 38

65 date on which it is deposited in the United States Mail if sent by certified mail, or (ii) on the date it is received by the recipient if sent by personal delivery, or (iii) on the date on which the signature receipt is recorded by the recognized delivery service if it is sent by a recognized delivery service. Section Headings. The headings of the several articles and sections of this Agreement are inserted only as a matter of convenience and for reference and in no way define, limit or describe the scope or intent of any provisions of this Agreement and shall not be construed to affect in any manner the terms and provisions hereof or the interpretation or construction thereof. Section Severability. If one or more clauses, sections or provisions of this Agreement shall be held to be unlawful, invalid or unenforceable, the parties hereto agree that the material rights of either party hereto shall not be affected thereby except to the extent of such holding, and this Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted herefrom. Section Waiver of Anticipated Profits. Contractor hereby waives any claim against Authority and its Board, officers, directors, employees, agents, servants, representatives, contractors, subcontractors, affiliates, successors and assigns for loss of anticipated profits caused by any suit or proceedings directly or indirectly attacking the validity of this Agreement or any part hereof, or by any judgment or award in any suit or proceeding declaring this Agreement null, void or voidable, or delaying the exercise of any rights under this Agreement. Section Right of Authority to Develop Airport. The parties hereto further covenant and agree that Authority reserves the right to further develop, improve, rehabilitate, repair, reconstruct, alter and expand the Airport, the Airport Parking Facilities, roadways, parking areas, terminal and other facilities as it may see fit, regardless of the desires or views of Contractor, without interference or hindrance and without liability to Contractor for loss of business or damages of any nature whatsoever to Contractor occasioned during any such improvements, repairs, alternations, reconstructions and additions to the Airport. Section Incorporation of Legally Required Provisions. The parties incorporate herein by reference all provisions legally required to be contained herein by any Governmental Authority. Section Limitation of Authority s Liability. Neither Authority nor any Board member, director, employee, officer or agent thereof shall have (i) any personal liability with respect to any of the provisions of this Agreement, or (ii) any liability for any consequential damages resulting from a default by Authority hereunder or from the exercise by Authority of any of its remedies hereunder upon the occurrence of an Event of Default. Contractor further agrees not to initiate or participate in any involuntary bankruptcy, reorganization, receivership or insolvency proceeding against Authority. Section Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of Authority and its successors and assigns and Contractor and its successors and permitted assigns. Section Required Modifications. In the event that a Governmental Authority requires modifications or changes to this Agreement as a condition precedent to the granting of funds for the improvement of the Airport, or otherwise, Contractor shall make or agree to such 39

66 amendments, modifications, revisions, supplements or deletions of any of the terms, conditions, or requirements of this Agreement as may be reasonably required and any expenses resulting from such amendments, modifications, revisions, supplements or deletions shall be paid by Authority. Section Time is of the Essence. Time is of the essence in the performance of the terms and conditions of this Agreement. Section Construction of Agreement. Words of any gender used in this Agreement shall be deemed to include any other gender, and words in the singular number shall be deemed to include the plural, unless the context otherwise requires. Section Understanding of Agreement. The parties hereto acknowledge that they have thoroughly read this Agreement, including any exhibits or attachments hereto, and have sought and received such competent advice and counsel as was necessary for them to form a full and complete understanding of all rights and obligations herein. Section Legal Interest and Other Charges. Any payment of any amount due and payable hereunder that is not paid on the date it is due shall bear interest until paid at the maximum lawful rate of interest permitted by Applicable Laws. Notwithstanding any provision of this Agreement to the contrary, it is the intent of Authority and Contractor that Authority shall not be entitled to receive, collect, reserve or apply, as interest, any amount in excess of the maximum amount of interest permitted to be charged by Applicable Laws. In the event this Agreement requires a payment of interest that exceeds the maximum amount of interest permitted to be charged under Applicable Laws, such interest shall not be received, collected, charged or reserved until such time as that interest, together with all other interest then payable, falls within the maximum amount of interest permitted to be charged under Applicable Laws. In the event Authority receives any such interest in excess of the maximum amount of interest permitted to be charged under Applicable Laws, the amount that would be excessive interest shall be deemed a partial prepayment hereunder and treated under this Agreement as such, or, if this Agreement has been terminated, any remaining excess funds shall be paid to Contractor within sixty (60) days. Section No Estate in Land. This Agreement sets forth the terms and conditions for the operation of the Premises by Contractor; provided, however, that this Agreement does not grant or convey any leasehold or other estate in land to Contractor. Section Governing Law. This Agreement shall be governed by and constructed in accordance with the laws of the State of Indiana. Any litigation arising out of this Agreement shall be brought in courts sitting in Fort Wayne, Indiana. Section Avigation Easement. Authority hereby reserves as to the Premises, for the use and benefit of itself and its successors and assigns, and the operators, owners and users of Aircraft of all types and for the public in general, a perpetual easement and right-of-way for the free and unobstructed flight and passage of Aircraft ( Aircraft being defined for the purposes of this Agreement as any contrivance now known or hereafter invented, used or designed for navigation of or flight in or through the air) by whomsoever owned or operated, in and through the airspace above, over and across the surface of the Premises, together with the right to cause in such airspace such noise, vibration, odors, vapors, particulates, smoke, dust and other effects 40

67 as may be inherent in the operation of Aircraft for navigation of or flight or passage in and through such airspace, and for the use of such airspace by Aircraft for approaching, landing upon, taking off from, maneuvering about or operating at the Airport. This easement is reserved upon and subject to the following terms and conditions: Contractor shall not hereafter use, cause or permit to be used, or suffer use of, the Premises so as: (i) to cause electrical, electronic or other interference with radio, radar, microwave or other similar means of communications between the Airport and any Aircraft; (ii) to adversely affect or impair the ability of operators of Aircraft to distinguish between regularly installed air navigation lights and visual aids and other lights serving the Airport; or (iii) to cause glare in the eyes of operators of Aircraft approaching or departing the Airport, or to impair visibility in the vicinity of the Airport, or to otherwise endanger the approaching, landing upon, taking off from, maneuvering about or operating of Aircraft on, above and about the Airport; and Contractor, for itself and its assigns, subcontractors and legal representatives (collectively, the Releasing Parties ), hereby expressly releases and forever discharges Authority and its Board, legal representatives, officers, directors, assigns, associates, employees, agents and all others acting in concert with Authority, from any and all claims, debts, liabilities, obligations, costs, expenses, actions or demands, vested or contingent, known or unknown, whether in tort, contract or otherwise, that the Releasing Parties may now own or hold, or have any time heretofore owned or held, or may at any other time own or hold, by reason of noises, vibration, odors, vapors, particulates, smoke, dust or other effects as may be inherent in the operation of Aircraft and caused or created by the flight or passage of Aircraft in or through the airspace subject to the easement and right-of-way herein reserved; provided, however, that such operation or use is in compliance with Applicable Laws. Section Airport Procedures and Regulations. Operator agrees to observe and abide by all procedure, rules and regulations promulgated from time to time by the federal, state and city governments, Authority or Authority staff concerning security matters, parking, ingress and egress, and any other operational matters related to the operation of the Airport. This shall include but not be limited to the Contractor precluding its employees or agents, or its customers, invites or licensees while on Airport property for the benefit of Contactor from entering upon any restricted area of the Airport as noted in procedures, rules or regulations or as noted in 49 CFR 1540 and 1542 of the Federal Aviation Regulations. Section Adverse Business Practices. Contractor may operate off-airport parking facilities; provided, however, that Contractor agrees that it will not engage in any competitively adverse business practices which would, directly or indirectly, lure potential parking customers away from parking at any of the Public Parking Facilities. Section Periodic Meetings. Contractor (and its subcontractors on an as-needed basis) shall attend meetings requested by Authority after the Commencement Date. Such meetings shall be held at least quarterly or upon request of Authority or Contractor. Authority shall identify which officers and employees of Contractor (and such subcontractors) are requested to attend each meeting and those officers and employees shall use their best efforts to attend. 41

68 Section Non-Exclusivity. Authority can reassign existing work described herein at its sole discretion, may award any additional work for similar services to additional contractors, or may have Authority employees perform this work. If such a decision is made, the compensation portion of the Agreement may require appropriate adjustment. Section Force Majeure. If either party hereto shall be delayed or hindered in or prevented from the performance of any act required hereunder by reason of inability to procure material, failure of power, restrictive governmental laws or regulations, riots, insurrection, war, or other reason of a like nature not the fault of the party delayed in performing work or doing acts required under this Agreement, the period for the performance of any such act shall be extended for a period equivalent to the period of such delay. Notwithstanding the foregoing, strikes, lockouts, labor troubles and similar actions are specifically excluded under this Section. ARTICLE 24 ACDBE PARTICIPATION The requirements of 49 CFR Part 23, regulations of the U.S. Department of Transportation, apply to this Agreement. It is the policy of Authority to practice nondiscrimination based on race, color, sex, or national origin in the award or performance of this contract. While an ACDBE specific goal has not been established for this agreement, Authority encourages ACDBE participation in this contract. It is also possible that the 3-year program for FFY will include a contract goal for this concession. If so, an amendment incorporating the goal and good faith efforts to meet this goal would be required under the Required Modifications Clause contained in Section The following information has been submitted and approved by Authority: (1) the names and addresses of ACDBE firms and suppliers that will participate, (2) a description of the work that each ACDBE will perform, (3) the dollar amount of the participation of each ACDBE firm participating, (4) written and signed documentation of commitment to use an ACDBE whose participation it submits to meet a contract goal; and (5) written and signed confirmation from the ACDBE that it is participating as provided in Contractor s commitments hereunder.. Contractor shall make good faith efforts to replace an approved ACDBE that is terminated or has otherwise failed to complete its agreement or subcontract with another certified ACDBE, to the extent needed to meet the specific goal. Good faith efforts are defined in Appendix A, 49 CFR Part 26. The Contractor must notify the Operations Manager immediately of the ACDBE s inability or unwillingness to perform and provide reasonable documentation. In this situation, the Contractor must obtain Authority approval of the substitute ACDBE and provide copies of new or amended subcontracts of documentation of good faith efforts. If the Contractor fails to comply, the Operations Manager may issue a termination for default proceeding. 42

69 Changes to the approved ACDBE listing must receive prior approval of Authority. Contractor will be required to report participation on the form included in Exhibit D on a quarterly basis. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives on the day and date first written above. AUTHORITY: FORT WAYNE-ALLEN COUNTY AIRPORT AUTHORITY By: Scott D. Hinderman, A.A.E. Executive Director of Airports Date: APPROVED AS TO FORM AND LEGALITY: By: Michael T. Deam, Attorney for the Fort Wayne-Allen County Airport Authority CONTRACTOR: By: Printed Name: Title: Date: Witness: By: Printed Name: 43

70 Schedule 3.1 Performance Incentive Bonus Incentive Bonus (RATING: 0 = POOR to 10 = EXCELLENT**) Year: A. CUSTOMER SERVICE (Weight equals 30%): Responsiveness to customer complaints (rating times 2) (# of complaints & # days to resolve per mo. report) 20 Whether customer waiting times were excessive (periodically timed & mystery shoppers) 10 YR TOTAL MAX PTS OCT - DEC JAN - MAR APL- JUNE JULY- SEPT YEAR TOTALS Whether cashiers were groomed, in approved uniforms and wearing a name tag (periodic checks & mystery shoppers) 10 Whether cashiers were trained in cash and customer service procedures (periodic checks & mystery shoppers) 10 Whether cashiers were responsive to customer complaints (number of complaints per cashier & mystery shoppers) 10 44

71 Authority s opinion of customer service provided (rating times 2) 20 Total Points/Customer Service: 80 maximum points = 80 B. EFFICIENCY OF OPERATION (Weight equals 25%): Maintenance of equipment (number of gate closures) 10 Appearance of physical facility (periodic inspections & mystery shoppers) 10 Budget performance for employee hours (variance between Actual v. Budget) 10 Overtime (variance between Actual v. Budget) 10 Daily deposits were made (% of frequency) 10 Cashier overages/shortages were acceptable (% of cash deposit) 10 Reports were accurate 10 Reports were submitted on time (% of frequency) 10 Detailed & acceptable explanations for variances were submitted with monthly reports (% of frequency) 10 45

72 Authority s opinion of Operations 10 Efficiency of Operation Points: maximum points = 100 C. BUDGET PERFORMANCE (Weight equals 20%): Variance (Actual v. Budget for approved expenditures) 10 Budget was submitted by May 1 (yes/no) 10 Budget items were detailed (yes/no) 10 Original Budget was adjusted at Contractor's request (subtract points per frequency & types of adjustments) 10 Employee hour requirements and schedule were detailed in Budget (yes/no) 10 Budget Performance Points: maximum points = 50 D. MANAGEMENT PERFORMANCE (Weight equals 10%): Operational recommendations made re: Changes in service levels 10 Improvements 10 Parking rates 10 Management Performance Points: maximum points = 30 46

73 E. RESPONSIVENESS TO AIRPORT (Weight = 15%) Responded to special request by deadline (# of requests versus # of deadlines met) 10 Assisted Authority management in planning for special events (yes/no) 10 Prepared written operational procedures & policy manual specifically for Airport, maintained, updated & copy to Airport (yes/no) 10 Authority management s opinion of performance 10 Responsive to Airport Points: maximum points = 40 TOTAL MAXIMUM POINTS POSSIBLE =

74 GROSS REVENUES Less : Management Fee Reimbursable Expenses 0.00 total: 0.00 NET OPERATING INCOME Maximum Bonus = 0.5% of Net Operating Income $0.00 Percentage Weight Points A. Customer Service 0.00% % B. Efficiency of Operation 0.00% % C. Budget Attainment 0.00% % D. Management Performance 0.00% % E. Responsiveness to Airport 0.00% % Performance Measurement: overall percent = 0.00% Total Bonus = 48

75 Exhibit A Parking Facilities FWA Existing Parking FWA Future Parking

76 *No date is planned for an expansion of economy or long term parking. Used for illustration purposes of the lot entrance changes. G-1 2

77 Exhibit B RFP and Proposal

78 Exhibit C Liquidated Damages Violation Violation of Contractor s obligations under Articles 7, 8 or 9 of the Agreement (excluding Section 9.4) Failure to deposit Cash Receipts each banking business day before the time specified by Authority as required in Section 9.4 Liquidated Damages $ for the first violation, $ for the second violation, and $1, for third violation and each violation thereafter (measured on a daily basis). Ten percent (10%) of Cash Receipts for the applicable day, with an equal fine for each additional day thereafter during which Cash Receipts are not deposited as specified by Authority.

79 Exhibit D ACDBE PARTICIPATION REPORT Fort Wayne International Airport Date: Contractor Name: % ACDBE Goal: Current Period: from: to: Name of Description of Sub- Service Supplier? ACDBE ACDBE ACDBE services provided contractor? provider? X = yes payments or payments or firm X = yes X = yes gross receipts receipts this period (if year-to-date applicable) Total service/supplier payments by Contractor year to date (if applicable): Total Gross Receipts year to date: I HEREBY CERTIFY THAT THE ABOVE STATEMENT IS TRUE AND CORRECT AND SUPPORTING DOCUMENTATION IS ON FILE AND IS AVAILABLE FOR INSPECTION AT ANY TIME. Signature & Title

80 EXHIBIT E MATRIX OF MAINTENANCE, UTILITY, REPORTS AND OTHER OBLIGATIONS A = Authority C = Contractor MAINTENANCE & UTILITIES : Responsible Lease Comments/notes within or about the Leased Premises Party Section 1. Utilities a. Electric A 6.3 b. Gas A 6.3 c. Water/sewage A 6.3 d. Trash C collect &disposed where A indicates 6.3 & 7.5 In booths and lots e. Phone C 6.3 Includes credit card connections f. Data A 6.3 Includes credit card connections g. TV/Cable N/A 2. Heat/air-conditioning a. Maintenance/PM s A 6.1 b. Routine repairs A 6.1 c. Replacement/upgrade A 6.1 d. Additional A Other heat/circulation (ceiling fans, exhaust fans, hangar heaters, etc) a. Maintenance/PM s A 6.1 b. Routine repairs A 6.1 c. Replacement/upgrade A 6.1 d. Additional A Plumbing /Sewer a. Maintenance/PM s A 6.1 b. Routine repairs A 6.1 c. Fixtures (including water A 6.1 heater) d. Replacement/upgrade A 6.1 e. Additional A Lighting 6.1 a. Bulb replacement A 6.1 b. Ballast replacement A 6.1

81 c. Fixture maintenance/pm s A 6.1 d. Routine repairs A 6.1 e. Fixture A 6.1 replacement/upgrade f. Additional A Electrical a. Distribution A 6.1 b. Fixtures A 6.1 c. Upgrades A 6.1 d. Additional A Building maintenance/repair /replacement a. Roof A 6.1 b. Structural members A 6.1 c. Windows/doors A 6.1 d. Hangar doors A 6.1 e. Gutters/downspouts A 6.1 f. Exterior finishes A 6.1 g. Interior finishes A 6.1 h. Interior glass A Grounds a. Parking lot patch, repair, seal & striping A 6.1 A to mechanically sweep lot periodically 6.4 b. Parking and walks A 6.1 replacement/reconfigure c. Sidewalks patch and repair A 6.1 d. Snow & ice removal C 7.6 See Exhibit C for liquidated damages; Articles 14 and 21 e. Landscaping: A 6.1 maintenance/replacement f. Parking lot & other A 6.1 exterior lights g. Flag poles, mailbox, etc. A 6.1 Includes lot signs 9. Window cleaning a. Interior C 7.5 See Exhibit C for liquidated damages; Articles 14 and 21 b. Exterior C 7.5 See Exhibit C for liquidated damages; Articles 14 and Interior cleaning C 7.5 See Exhibit C for liquidated damages; Articles 14 and Repainting

82 a. Interior A 6.1 b. Exterior A Floor and wall coverings a. Leased space A 6.1 b. Common space N/A Safety systems a. Provide/maintain A 6.1 extinguishers b. Sprinkler system tests N/A c. Exit signs A Furnishing C 7.1 & 7.7 Articles 14 and Premises cleaning C Lot Operating equipment, revenue control systems, etc. a. ownership A 6.2 b. maintenance C 6.2, 7.1 & 7.3 See Exhibit C for liquidated damages; Articles 14 and 21 REPORTS/LISTS/MEETINGS By whom & when due to other party Lease Section Quarterly meeting C and A 7.1& Penalty/Notes/Comments Revenue Control Equipment inventory and log of repairs/maintenance C to A 7.3 At least yearly on or about the anniversary Lot inspection-trash, lights, hazards, etc. (Maintenance Checklist and Facility Inspection Report daily, Lot Eval. Form weekly; and Hazard Eval. annually) Equipment log (asset list) plus routine & non-routine maintenance Who authorized to sign tickets C to A daily, weekly, yearly as noted C to A beginning of agreement and when changed A to C annually 7.5 See Exhibit C for liquidated damages; Articles 14 and See Exhibit C for liquidated damages; Articles 14 and See Exhibit C for liquidated damages; Articles 14 and 21

83 Service enhancement suggestions C to A 7.11 Written procedures C to A 7.11 Parking rate analysis C to A 7.14 Yearly on or about the anniversary Complaint response & documentation C to A within 3 days of complaint 7.18 See Exhibit C for liquidated damages; Articles 14 and 21 Quarterly Mystery Shopper Report C to A 7.18 See Exhibit C for liquidated damages; Articles 14 and 21 Org chart with hours & discipline actions Employee performance standards Employee training program Documentation of each employees yearly customer service training Operations Manual Annual operating budget Reimbursable expenses invoice C upon A s request C to produce and A to approve C upon A s request C to A yearly C maintain at all times C to A yearly prior to May 1 C to A before 10 th of each month 8.1 See Exhibit C for liquidated damages; Articles 14 and See Exhibit C for liquidated damages; Articles 14 and See Exhibit C for liquidated damages; Articles 14 and See Exhibit C for liquidated damages; Articles 14 and C to relinquish to A at term end See Exhibit C for liquidated damages; Articles 14 and See Exhibit C for liquidated damages ; Articles 14 and See Exhibit C for liquidated damages ; Articles 14 and 21

84 Payment for supported reimbursement requests A to C within 30 days 9.3 See Exhibit C for liquidated damages ; Articles 14 and 21 Periodic financial reports and yearly report Daily activity report: cash summary, ticket reconciliation, etc. Monthly activity report (same as above) C to A 9.3 See Exhibit C for liquidated damages ; Articles 14 and 21 C to A 9.7 See Exhibit C for liquidated damages; Articles 14 and 21 C to A 9.7 See Exhibit C for liquidated damages; Articles 14 and 21 Monthly taxi billing C to A 9.7 See Exhibit C for liquidated damages; Articles 14 and 21 Certified Monthly Statement: Reconciliation of cash & credit card deposits Parking activity report Copies of invoices and backup Payroll records Copies of paid checks supporting reimbursements Budget variance report Exception transaction report Missing tickets report General ledger detailing revenues and expenses Petty cash receipts Credit card statements C to A monthly 9.7 and 9.8 See Exhibit C for liquidated damages; Articles 14 and 21 Lost ticket form C to A for approval 9.9 Other reports: shift audit, general totals, transactions, daily revenue, C done daily and to A by request 9.10 See Exhibit C for liquidated damages; Articles 14 and 21

85 entry/exit, count activity, count totals, validations, missing tickets, etc Incentive Bonus A to C 9.12 By December 1 yearly Insurance Certificates C to A 13.7 Prior to commencement and valid throughout term Surety Bond C to A 13.9 Prior to commencement and valid throughout term Meetings at least quarterly Both Or upon either s request ACDBE reports C to A Article 24 Monthly OTHER OBLIGATIONS AS SPECIFIED IN CONTRACTOR S PROPOSAL By whom Proposal page # Penalty/Notes/Comments Mobile pay option C Valet program outlined C

86 APPENDIX A PROPOSAL FORM PROPOSAL FOR THE OPERATION OF THE PARKING FACILITIES AT THE FORT WAYNE INTERNATIONAL AIRPORT, FORT WAYNE, INDIANA TO: Fort Wayne-Allen County Airport Authority 3801 W. Ferguson Rd., Suite 209 Fort Wayne, IN Dear Sir/Madam: The undersigned (the Proposer ) hereby declares that (i) the only person or persons interested in this proposal (the Proposal ) as principal or principals are as named herein and no person other than herein mentioned has any interest in this Proposal or in the Agreement to be executed if this Proposal is accepted; (ii) this Proposal is made without connection with any other person, company or parties making a Proposal; and (iii) this Proposal is in all respects made in good faith without collusion or fraud. Capitalized terms used in this Proposal and not otherwise defined herein shall have the meanings ascribed to them in the Request for Proposals for the Operation of the Parking Facilities at the Fort Wayne International Airport, Fort Wayne, Indiana, dated April 4, 2018, as amended (the RFP ), including the form of the Agreement set forth in Exhibit A to the RFP. Proposer declares that (i) it has examined the Airport and informed itself in regard to all conditions pertaining to the place where the services are to be performed; (ii) Proposer has examined the RFP and all other documents related thereto, including any Addenda furnished prior to the opening of Proposals, as acknowledged below; and (iii) Proposer has satisfied itself relative to the services to be performed and the timeframe within which such services are to commence. This Proposal incorporates by reference, as if fully set forth in this Proposal, the full content of the RFP, including all of the attachments thereto. Proposer certifies that this Proposal meets or exceeds the requirements contained in the RFP. Proposer agrees to comply with all provisions and conditions as specified. All requested information has been submitted as requested. A-1

87 Proposer agrees, if this Proposal is accepted by Authority, to enter into the Agreement and to operate the Premises pursuant to the terms and conditions of such Agreement, and to furnish all necessary personnel, materials, equipment, machinery, tools, apparatus, means of transportation, labor and incidentals necessary to perform and complete within the time specified for the services covered by this Proposal and the RFP. For purposes of this Proposal, Proposer hereby agrees and proposes to accept an annual Management Fee, computed and paid on a monthly basis in equal installments, in payment of the administrative and insurance costs of the performance of its obligations under the Agreement (excluding Reimbursable Expenses, which shall be reimbursed by Authority as provided in the completed Agreement). The proposed Management Fee is set forth below: Agreement Year Management Fee 1 $ 2 $ 3 $ Renewal Option 1 Renewal Option 2 $ $ Proposer must list all proposed subcontractors, if any, in the spaces provided below: Name of Proposed Subcontractor Services to be Performed NOTE: The subcontractors listed above will be subject to the approval of the Authority. Once approved, no change in the proposed subcontractors will be allowed without the express prior written approval of Authority. The listing of proposed subcontractors does not create any contractual rights between any proposed subcontractor and Authority. All proposed A-2

88 subcontractors must be able to demonstrate their ability to perform the services proposed to the complete satisfaction of Authority. If selected for the award of the Agreement, Proposer further agrees to furnish the Surety Bond in the required stated amount, to satisfy the requirement to provide the Insurance Coverages under the completed Agreement, and to furnish the Certificates of Insurance, all prior to execution of the completed Agreement. The required Proposal Guarantee in the amount of Five Thousand Dollars ($5,000.00) is included with this Proposal. In making this Proposal, Proposer fully understands that the Proposal Guarantee will be forfeited as liquidated damages if this Proposal is accepted and Proposer fails to furnish the required Surety Bond and the Certificates of Insurance and fails to execute the completed Agreement. By the submission of this Proposal, Proposer agrees to the use of the Proposal Guarantee as described in the RFP. Respectfully submitted, Proposer s Name: Signature of Authorized Person: Print Name of Authorized Person: Title of Authorized Person: Address of Proposer: A-3

89 INFORMATION CONCERNING PROPOSER Date Submitted:, THE FOLLOWING INFORMATION IS TO BE FURNISHED BY PROPOSER and must be acknowledged before a Notary Public by an officer or other authorized representative of Proposer who has the responsibility and authority to bind Proposer as to the statements made. Furthermore, this information also must be provided for all subcontractors proposed by Proposer (including, without limitation, proposed joint venturers). 1. Name of Proposer exactly as it will appear on the completed Agreement, if selected: 2. Address of Proposer for purposes of notice or other communications relative to this Proposal: 3. Proposer s contact person, telephone number, fax number and address: 4. Proposer intends to operate the completed Agreement as a: Sole Proprietor, Partnership, Corporation, Joint Venture or Other. 5. Complete one of the four sections below, either, A, B, C or D, depending upon the type of organization of Proposer: A. SOLE PROPRIETORSHIP STATEMENT If a Sole Proprietorship, furnish the following: (a) (b) (c) (d) Name in Full Residence Address Business Address Driver s license number and issuing state B. PARTNERSHIP STATEMENT If a Partnership, furnish the following: (a) (b) (c) (d) Date of Organization Type of Partnership (General or Limited) If a general partnership, provide evidence of public records filing and a complete copy of the partnership agreement If a limited partnership, provide evidence of public records filing and a complete copy of the partnership agreement A-4

90 (e) (f) Provide a current certificate(s) indicating Proposer is in good standing in its state of organization and qualified to do business in the State of Indiana. For each partner, provide the following information: Name Residence address for an individual or of principal place of business Address for other Percentage of ownership Indicate if the partner is a general or limited partner Driver s license number and issuing state for individual C. LIMITED LIABILITY COMPANY STATEMENT If a limited liability company, furnish the following: (a) (b) Attach a complete copy of the articles of organization or formation, the operating agreement and other organizational documents, and a current certificate(s) indicating Proposer is in good standing in its state of organization and qualified to do business in the State of Indiana. For each member, provide the following information: Name Residence address for an individual or of principal place of business Address for other Percentage of ownership Driver s license number and issuing state for individual D. CORPORATION STATEMENT If a corporation, furnish the following: (a) (b) (c) (d) (e) (f) (g) Date of Incorporation State of Incorporation Proof the corporation is authorized to do business in Indiana State if Proposer files periodic reports with the Securities and Exchange Commission List any exchanges on which any debt or equity securities of Proposer are listed for trading: List the number of voting and non-voting shares that are authorized, issued and outstanding and the total number of shareholders. Attach copies of Proposer s charter, articles of incorporation, by-laws and other organizational documents. A-5

91 (h) For each officer, director and principal shareholder (i.e., any shareholder with beneficial ownership of more than 10% of any class of equity securities), provide the following information: Name Title Residence address for an individual or of principal place of business Address for other Number of voting shares beneficially owned Number of non-voting shares beneficially owned E. JOINT VENTURE STATEMENT If a joint venture, furnish the following: (a) (b) (d) Date of Organization If Joint Venture has done business before describe the nature of the prior business and provide a complete copy of the joint venture agreement. For each member of the joint venture, provide the following information: Name Residence address for an individual or of principal place of business Address for other Percentage of ownership Driver s license number and issuing state for individual The undersigned, on behalf of Proposer, hereby deposes and says that she/he has knowledge of the statements made herein and is qualified and authorized to make and deliver such statements on behalf of Proposer. PROPOSER: By: Name: Title: Subscribed and sworn to before me this day of, Notary Public My Commission expires: [SEAL] A-6

92 APPENDIX B ADDITIONAL PROPOSAL REQUIREMENTS All of the information and data requirements in this APPENDIX B are required for Proposer and all other subcontractors proposed by Proposer (except that Sections 1.I. below are not required for subcontractors). Therefore, the use of the term Proposer in this section applies to Proposer and other proposed subcontractors of Proposer (including, without limitation, all proposed joint venturers) that will be involved in the performance of operations under the completed Agreement. SECTION 1 EXPERIENCE AND QUALIFICATIONS; ACDBE PLAN A. Furnish a statement detailing Proposer s background and a statement that Proposer possesses the qualifications set forth in SECTION VI-SELECTION OF SELECTED PROPOSER of the RFP. This information should include the following information: Number of years operated in business; Whether Proposer has ever operated under another name and/or ownership structure; Description of current business operations, including total number, type and location of operations and a description of the services provided; Organizational chart; Names and addresses of relevant parking operations operated and managed by Proposer in the prior ten (10) years, including name in which business was operated; name and location of facility; dates during which facility was operated; summary of scope of services; annual gross receipts; operating budget; management fees; number of parking spaces by facility type (e.g., garage, long term); and individual contact with telephone number and type of business served; Information on quality monitoring programs that Proposer has implemented at other venues, including both descriptive information and sample evaluation forms from quality audits, performance standard evaluations or other similar programs; and Proposer s experience in the operation of revenue control systems. B. Provide the name, location and date of any of Proposer s airport concession agreements, management agreements, leases or other arrangements that have been terminated within the past ten (10) years, either voluntarily or involuntarily, prior to the expiration of its term and also list any judgments terminating, or any pending lawsuits for the termination of, any such concession agreements, management agreements, leases or other arrangements of Proposer within the past ten (10) years. B-1

93 C. Provide any other information that supports Proposer s operations/management experience as it pertains to this Proposal. D. If Proposer or any of its principals, officers, partners, directors or members has been involved in any bankruptcy proceedings in the past ten (10) years, provide information or documentation as to the current status of any such bankruptcy. E. If Proposer or any of its principals, officers, partners, directors or members has ever defaulted or been barred (regardless of the current status of the debarment or the underlying reasons for the debarment) from bidding on government (federal, state, county or local) or airport contracts or agreements, provide the current status of the debarment proceeding(s), the reasons for debarment and the expiration date of such debarment (if applicable). F. If Proposer has ever had a bond or surety canceled or forfeited, attach a statement naming the bonding company, the date, the amount of the bond and the reason for such cancellation or forfeiture. G. If Proposer, any Affiliate of Proposer or any principal, officer, partner, director or member of Proposer has, within the last ten (10) years through the date of this Proposal, been the subject of any charges of unfair or deceptive, anti-competitive business practices, fraud, criminal conduct or a civil or criminal antitrust violation, attach a statement describing any such charges and the current status or outcome. H. Prior to the execution of the Agreement, Proposer may be required to provide, if this Proposal is accepted, a legal opinion from counsel covering such matters as Authority may reasonably request, including, without limitation, the organization and good standing of Proposer, the authority of Proposer to enter into the Agreement, the enforceability of the Agreement against Proposer and the absence of threatened or pending litigation or governmental proceedings which would impair the ability of Proposer to fulfill the terms of the Agreement. I. For each certified ACDBE included in this Proposal, provide the following: Detail the ACDBE s experience and qualifications to operate or support parking activities; Describe in detail how the ACDBE will operate within Proposer s ACDBE plan at the Airport; and Confirm that the ACDBE has been certified by the UCP or has made contact with the intent and ability to become certified as an ACDBE prior to the onset of this Agreement. J. Proposer must list three (3) business references and three (3) financial references related to its business operations during the past two (2) years. The Authority may contact these references. B-2

94 SECTION 2 - FINANCIAL RESPONSIBILITY The Proposer must provide the past two (2) years of financial statements prepared in accordance with generally accepted accounting practices and audited by an independent certified public accountant with such certified public accountant s statement attached. At a minimum, the Proposer shall submit a balance sheet, a statement of changes in financial position, an income statement, all with accompanying footnotes. Authority will also accept a detailed statement from the Proposer s commercial bank setting forth asset and cash value information. Proposer should also provide their DUNS number. SECTION 3 MANAGEMENT AND OPERATIONS PLAN A. Proposer must submit information to allow Authority to evaluate how its management and operations plan will achieve the goal of conducting high quality, customerfocused parking operations within the Premises, including, without limitation, a staffing plan that provides the following details relating to Proposer s staffing to meet its obligations under the Agreement: The management structure to be used in Proposer s operations. Charts, diagrams and descriptive materials as appropriate may be used to expand or clarify. Identify the relationship between the local operation and Proposer s main headquarters; A detailed description of Proposer s operating procedures, including internal financial controls and auditing procedures, handling of nonstandard transactions (such as lost tickets) and customer relations; The procedures and schedules for all maintenance and custodial services to be rendered by Proposer in managing the Parking Facilities; Proposer s program to maintain and enhance the standards of parking service at the Airport; and A draft of the operation policy and procedures manual that reflects the operation of the Parking Facilities as proposed by Proposer. At minimum, this manual shall include general operating and management policies, customer service policies, cash control procedures, accounting and audit procedures, sales reporting and revenue procedures, lost ticket procedures, job descriptions for each job title, employee training guide by job title, employee master schedule, emergency procedures, the Parking Manager s office, cell and home phone numbers, each Supervisor s office, cell and home phone numbers, and Proposer s personnel policies. Transition Plan B. Proposer shall provide a resume and job description of the Parking Manager and each Supervisor that Proposer proposes to assign to the Premises. If an individual has not been B-3

95 selected, then provide the qualifications and level of experience Proposer will require when hiring a Supervisor and/or the Parking Manager. Also, describe the qualifications and level of experience Proposer will require when hiring other supervisory personnel. C. Each Proposal shall contain a staffing plan that details the number, qualifications, and pay of the personnel who will be employed in the operation of the Premises. The Operator shall employ people who are neat, clean, well-groomed and courteous. The Operator must employ an experienced Parking Manager and necessary Supervisors to oversee and direct the day-to-day operations of the Premises. D. The Proposer shall submit a proposed budget for the first year of operation of the Agreement term from October 1, 2018 through September 30, 2019, detailing expenses to be incurred including staff classifications, wages, and benefit costs of on-site staff, as well as other reimbursable operating costs. The Proposer shall provide information in the level of detail deemed necessary to demonstrate knowledge and understanding of the parking operation at Fort Wayne International Airport. E. Mobile pay options and the operating plans for a proposed valet service and other enhancements suggested by Proposer. SECTION 4 OTHER INFORMATION A. Attach any other information relevant to the Proposal. B-4

96 APPENDIX C ACKNOWLEDGEMENT OF ADDENDA Addendum No. Signature Date Addendum No. Signature Date Addendum No. Signature Date Addendum No. Signature Date Addendum No. Signature Date C-1

97 KNOW ALL MEN BY THESE PRESENTS: APPENDIX D Proposal Bond Form That we, the undersigned, as Principal, and, a corporation, authorized to do surety business in the State of Indiana, as Surety, are held and firmly bound unto the Fort Wayne-Allen County Airport Authority, as Obligee, in the sum of ($ ) in lawful money of the Unites States of America, for the payment of which sum, will and truly to be made, said Principal and Surety bind themselves, their heirs, executors, administrators, successors, and assigns, jointly and severally, by these presents. The condition of this obligation is such that, if the Obligee, the Fort Wayne-Allen County Airport Authority, shall make an award to the Principal of the Management Agreement for: Operation of the Parking Facilities at Fort Wayne International Airport According to the terms of the proposal made by the Principal therefore, and the Principal shall duly make and enter into a management agreement with the Obligee in accordance with the terms of said proposal and award and shall give bonds for the faithful performance thereof, with Surety or Sureties approved by the Obligee; or if the Principal shall in case of its failure to do so, pay the sum hereof as liquidated damages which the Obligee shall suffer by reason of such failure, but not exceeding the penalty of this bond, then this obligation shall be null and void; otherwise, it shall be and remain in full force and effect. IN WITNESS WHEREOF, we have executed this proposed Bond this day of, Principal ATTEST: BY: Corporate Secretary Surety D-1

98 APPENDIX E AFFIDAVIT OF NON-COLLUSION NON-COLLUSION AFFIDAVIT STATE OF INDIANA) ) SS: COUNTY) The undersigned proposer or agent, being duly sworn on oath, says that he has not, nor has any other member, representative, or agent of the firm, company, corporation or partnership represented by him, entered into any combination, collusion or agreement with any person relative to the price to be proposed by anyone nor to prevent any person from proposing nor to induce anyone to refrain from proposing, and that this RFP is made without reference to any other proposal and without any agreement, understanding or combination with any other person in reference to such proposal. He further says that no person or persons, firms, or corporation has, have or will receive directly or indirectly, any rebate, fee, gift, commission, or thing of value on account of such proposal. Signature of Proposer or Agent Proposer (Firm) Subscribed and sworn to before me on this day of, 2018 My commission expires: Notary Public County of Residence: E-1

99 APPENDIX F LETTER OF INTENT ACDBE Participation Name of Proposer s firm: Address: City: State: Zip: Name of ACDBE firm: Address: City: State: Zip: Telephone: Description of work to be performed by ACDBE firm: The Proposer is committed to utilizing the above-named ACDBE firm for the work or services described above. The estimated dollar value of this work or service is $. Affirmation The above-named ACDBE firm affirms that it will perform the portion of the Agreement for the estimated dollar value as stated above. By (Signature) (Title) If the Proposer does not receive award of the Agreement, any and all representations in this Letter of Intent and Affirmation shall be null and void. (Submit this page for each ACDBE subcontractor.) F-1

100 APPENDIX G FWA Existing Parking FWA Future Parking *No date is planned for an expansion of economy or long term parking. Used for illustration purposes of the lot entrance changes. G-1