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HomeMy WebLinkAboutContract 47400 CITY SECRETARY CONTRART NO, AGREEMENT BETWEEN THE CITY OF FORT WORTH AND SP PLUS CORPORATION FOR MANAGEMENT AND OPERATION OF CERTAIN PARKING FACILITIES This Agreement is made and entered into by and between the City of Fort Worth, a home-rule municipal corporation of the State of Texas ("CITY"), acting by and through its duly authorized Assistant City Manager, and SP PLUS CORPORATION("OPERATOR"), acting by and through Chris Conley, its duly authorized Senior Vice President. CITY and OPERATOR are each individually referred to herein as a"party"and collectively referred to as the"parties." WITNESSETH: WHEREAS, OPERATOR provides or makes available certain services to meet the needs of both tenants and users of the facilities; and WHEREAS, parking services are an integral part of the success of the Will Rogers Memorial Center,the Fort Worth Cultural District and the Fort Worth Convention Center; NOW THEREFORE, in consideration for the covenants and Agreement hereafter set forth,the parties hereto agree as follows: 1. TERM 1.1 The initial teen of this Agreement shall be for five (5) years, from February 1, 2016 ("Effective Date")until January 31,2021, unless terminated as hereinafter provided. 1.2 In addition to the initial term hereof, this Agreement may be renewed up to five (5) times annually for one-year terms on the same terms and conditions at the City's sole discretion. In the event the OPERATOR is requested to continue operation of the parking facilities after expiration of the term of the Operating Agreement, such continuance shall be construed to be a tenancy from month-to-month, on the same terms and conditions. 2. DESCRIPTION OF SERVICES 2.1 OPERATOR's Services. OPERATOR shall maintain parking services for designated parking garages and lots in a manner satisfactory to CITY and consistent with that level of care and skill ordinarily exercised by members of the profession currently practicing in the same locality under similar conditions, all consistent with CITY's Request for Proposal No. 15-0276 issued on July 29, 2015 ("RFP") and OPERATOR's bid response ("Bid Response"),which are attached as Exhibit"A"and incorporated herein and made part of this Agreement. Any such conflict shall be resolved by using this Agreement first,the RFP second, and the Bid Response third. For all valet services requested at Will Rogers Memorial Center ("WRMC") and the Fort Worth Convention Center ("FWCC"), the Operator can sub-contract for valet services only if the sub-contractor procures Garage Keeper's liability insurance as outlined in Section 8 of this Agreement. 2.2 OPERATOR shall work closely with the Directors of the Department of Public Events and Transportation and Public Works, or his/her designees, hereinafter referred to as "Directors," in the 1 iECO iD ;TARP TX performance of any and all related tasks required by the Directors in order to fulfill the intent of this Agreement. 2.3 OPERATOR shall deliver all aspects of operating the parking facilities specified in the RFP in accordance with Exhibit A, including but not limited to, maintenance, revenue collection and control, parking enforcement, and staffing which result from its services to the Directors. 2.4 OPERATOR represents that all of its employees and subcontractors who perform services under this Agreement shall be qualified and competent to perform the services required herein. OPERATOR agrees to replace any employee or subcontractor that the CITY, in its reasonable opinion, finds unacceptable. 2.5 OPERATOR must coordinate with CITY to allow CITY to evaluate the OPERATOR's performance on a form promulgated by CITY on a regular basis established by the CITY. If OPERATOR's performance is not satisfactory in the sole discretion of the CITY, OPERATOR must immediately correct any deficiencies in its performance under this Agreement. 3. COMPENSATION 3.1 Management Fee. CITY agrees to compensate OPERATOR, and OPERATOR agrees to accept in full satisfaction for the services performed under Exhibit A, a flat management fee of Ninety Thousand Dollars per year ($90,000.00), which will be paid to OPERATOR in monthly installments of Seven Thousand Five Hundred Dollars ($7,500.00). 3.2 Operating Expenses. CITY agrees to compensate OPERATOR for, and OPERATOR agrees to provide, labor, materials, supplies, equipment and other services necessary in accordance with Exhibit A. CITY shall pay OPERATOR said Consideration in accordance with the approved, budgeted operating expenses. The budget of operating expenses for the period from February 1, 2016 through January 31, 2017 is attached hereto as Exhibit `B" and incorporated herein and made part of this Agreement. No budgeted operating expense item shall be exceeded by more than five percent(5%) per line item without authorization from the CITY. If at any time during the period covered by an approved Budget it appears to OPERATOR that the actual total of all Operating Expenses likely to be incurred during said period will exceed the Budget's projected total by more than five percent(5%), OPERATOR shall promptly so advise CITY, and CITY and OPERATOR shall jointly discuss what actions, if any, could be taken to minimize the Operating Expenses without substantially impairing the operation of the parking facilities. Upon commencement of construction of the Multipurpose Arena, operating expense estimate may be adjusted to reflect the reduction of parking facilities and the corresponding reduction in operating expenses. 3.3 Estimated Operating Expenses. For each subsequent fiscal year, October 1 through September 30, OPERATOR shall submit a proposed budget before the preceding March 15 for each fiscal year of the Agreement in order to be included in the authorized budget of the CITY. The CITY's City Council will be the sole authority relating to the parking system budget for each fiscal year. 3.4 Payment Terns. Within five (5) days after the Effective Date of this Agreement, the CITY shall remit payment to OPERATOR for the budgeted operating expenses (including the management fees) of the first month of the tern. On or before the 15`x' day of each month, OPERATOR shall submit an invoice for payment of the following month's budgeted operating expenses, including the management fees, which invoice shall be reduced or increased (as the case may be) by the arnount by which the preceding month's actual operating expenses were less than, or greater- than, the budgeted operating expenses already paid by the CITY for the preceding month. The CITY shall remit payment of each invoice on or before the first day of each month for the current month. 2 3.5 Reports and Records for Reimbursement Expenses. Together with the invoice referenced in Section 3.4 above, within fifteen (15) days after the end of each calendar month, OPERATOR shall provide the CITY a statement showing all revenue,operating expenses;management fees of the preceding month. Within ninety (90) days following the last month of the term of this Agreement, OPERATOR shall mail a like final statement. OPERATOR shall keep complete and accurate reports and records (collectively, "Records") of all revenue and operating expenses relating to the parking facilities. Such Records shall be kept in accordance with good accounting practices. OPERATOR shall pen-nit CITY to inspect the Records in accordance with Sectionybelow. kol 4. CAPITAL INVESTMENT 4.1 Before the end of the fourth month of the first year of this Agreement, OPERATOR shall invest up to $75,000.00 in equipment, infrastructure, and technology improvements to improve service capabilities for the patrons of the parking facilities. 4.2 Equipment, infrastructure and technology improvements will be detennined based on agreement of both parties. Any amount not invested by the end of the fourth month of the first year of this Agreement will be paid to CITY to be deposited in escrow until a decision is made on what equipment, infrastructure or technology improvements will be made. 4/3 Any investments made to the parking facilities under this section and upon agreement of the parties will have straight line amortization over the initial five year term of the Agreement. Any equipment, infrastructure and technology improvements will be considered fully amortized and become the property of CITY upon the expiration of the initial five-year term. In the event that the Agreement is terminated for any reason prior to expiration of the initial term of the Agreement, CITY shall pay OPERATOR, on or before the effective date of any such termination, the unamortized balance of the equipment, infrastructure, and technology. 5. OPERATOR: RESPONSIBLE INDIVIDUAL(S) OPERATOR designates Chris Conley to act as a Responsible Principal whom shall be principally responsible for OPERATOR's obligations under this Agreement and shall serve as principal liaison between CITY and OPERATOR. Designation of another Responsible Principal by OPERATOR shall not be made without the prior written consent of CITY, which consent shall not be unreasonably withheld. The Responsible Principals shall have no personal liability under this Agreement. OPERATOR shall be entirely responsible for any acts or omissions of the Responsible Principals. 6. PERSONNEL OPERATOR represents that it has, or shall secure at its own expense, all personnel required to perform OPERATOR's services outlined in Exhibit A and that all personnel engaged in the work shall be qualified to perform such services. 7. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION 7.1 Disclosure of Conflicts. OPERATOR hereby warrants to the CITY that OPERATOR has made full disclosure in writing of any existing or potential conflicts of interest related to OPERATOR'S services under this Agreement by filing the Conflict of Interest Questionnaire with the City's City Secretary's Office, as included in the RFP. In the event that any conflicts of interest arise after the 3 Effective Date of this Agreement, OPERATOR hereby agrees immediately to make full disclosure to the CITY in writing. 7.2 Confidential Information. The CITY acknowledges that OPERATOR may use products, materials, or methodologies proprietary to OPERATOR. The CITY agrees that OPERATOR'S provision of services under this Agreement shall not be grounds for the CITY to have or obtain any rights in such proprietary products, materials, or methodologies unless the parties have executed a separate written agreement with respect thereto. OPERATOR, for itself and its officers, agents and employees, agrees that it shall treat all information provided to it by the CITY ("City Information") as confidential and shall not disclose any such information to a third parry without the prior written approval of the CITY. 7.3 Unauthorized Access. OPERATOR shall store and maintain CITY Information in a secure manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt CITY Infornation in any way. OPERATOR shall notify the CITY immediately if the security or integrity of any CITY information has been compromised or is believed to have been compromised, in which event, OPERATOR shall, in good faith, use all commercially reasonable efforts to cooperate with the CITY in identifying what information has been accessed by unauthorized means and shall fully cooperate with the CITY to protect such information from further unauthorized disclosure. 8. INSURANCE 8.1 Coverage Amounts. OPERATOR shall procure, pay for, and maintain during the tern of this Agreement, with a company authorized to do business in the State of Texas and acceptable to CITY, the following minimum insurance coverage: • Statutory Workers' Compensation Insurance and Employer's Liability Insurance shall be at the statutory limits: $100,000 Each Accident $500,000 Disease—Policy limit $100,000 Disease—Each Employee Workers' Compensation and Employers' Liability coverage with limits consist with statutory benefits outlines in the Texas Workers' Compensation Act (Art. 8308-1.01 et seq. Tex. Rev. Civ. Stat.) and minimum policy limits for Employers' Liability, which may change based on revisions to the existing laws. OPERATOR will be required to adjust the limits accordingly. • Commercial General Liability Insurance shall be provided as follows: $1,000,000 Each Occurrence $2,000,000 Annual Aggregate Coverage shall include but not be limited to premises/operations, independent contractors, products/completed operations, personal injury, and contractual liability. Insurance shall be provided on an occurrence basis, and as Comprehensive as the current Insurance Services Office (ISO) policy. In some instances, Errors & Omission coverage may be included by endorsement. Coverage shall also include damage to assets, equipment and infrastructure caused by negligence or poor maintenance. • Auto Liability Insurance shall be provided as $1,000,000 Combined Single Limit Each Accident. A commercial business policy shall provide coverage on "Any Auto," defined as autos 4 owned,hired and non-owned. • Garage Keepers Liability Insurance shall be provided as follows: $1,000,000 each accident on a combined single limit basis If OPERATOR contracts with a valet provider to provide services upon the CITY's request, OPERATOR shall require valet provider to maintain the same levels of Garage Keepers Liability Insurance. 8.2 General Insurance Requirements. 1. Applicable policies shall also be endorsed to name the City of Fort Worth as an additional insured, as its interests may appear (AVMA). The term CITY shall include its employees, officers, officials, agents, and volunteers in respect to the contracted services. 2. The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery) in favor of the CITY. 3. A minimum of Thirty (30) days' notice of cancellation or reduction in limits of coverage shall be provided to the CITY. Ten (10) days' notice shall be acceptable in the event of non-payment of premium. Notice shall be sent to the Risk Manager, City of Fort Worth, 1000 Throckmortm, Fort Worth, Texas 76102,with copies to the City Attorney at the same address. 4. The insurers for all policies must be licensed and/or approved to do business in the State of Texas. All insurers must have a minimum rating of A-VII in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required, written approval of Risk Management is required. 5. Any failure on the part of the CITY to request required insurance documentation shall not constitute a waiver of the insurance requirement. 6. Certificates of Insurance evidencing that the OPERATOR has obtained all required insurance shall be delivered to and approved by the CITY's Risk Management Division prior to execution of this Agreement. 7. The OPERATOR shall carry insurance in the types and amounts for the duration of this Agreement and furnish certificates of insurance along with copies of policy declaration pages and policy endorsements as evidence thereof. 8.3 General Liability Insurance — WRMC. CITY agrees to reimburse OPERATOR, and OPERATOR agrees to provide insurance coverage with the limits specified in this section 8 of this Agreement at a cost of Forty-One Thousand Six Hundred Thirty-Four Dollars ($41,634.00) per year of the Agreement to be paid in monthly installments of Three Thousand Four Hundred Sixty Nine Dollars and Fifty Cents ($3,469.50). The insurance rate will be effective for year one and two of the Agreement. Any future increases will be capped at three percent(3%) per year. The foregoing insurance charge includes coverage for RV parking as well as the other self-park operations. The amount charged by the valet provider for such insurance may be reimbursed by the CITY at the CITY's sole discretion. Cost for the insurance is based on the rate of$9.00 per space. If additional spaces are added or deleted,the rate for general liability insurance will be adjusted accordingly. 8.4 General Liability Insurance—FWCC. CITY agrees to reimburse OPERATOR, and OPERATOR agrees to provide insurance coverage for the Fort Worth Convention Center garages with the limits specified in section 8 of this Agreement at a cost of Sixteen Thousand Two Hundred Thirty Six Dollars ($16,236.00) per year of the Agreement to be paid in monthly installments of One Thousand Three Hundred Fifty Three Dollars ($1,353.00). The insurance rate will be effective for year one and two of the Agreement. Any future increases will be capped at three percent (3%) per year. The foregoing insurance charge includes coverage for RV parking as well as the other self-park operations. The amount charged by 5 the valet provider for such insurance may be reimbursed by the CITY at the CITY's sole discretion. Cost for the insurance is based on the rate of$9.00 per space. If additional spaces are added or deleted,the rate for general liability insurance will be adjusted accordingly. 8.5 At the time of the commencement of construction on the Multipurpose Arena, General Liability Insurance will be reduced by the number of spaces lost to the construction zone at the rate of$9 per space per year: 9. LIABILITY AND INDEMNIFICATION 9.1 LIABILITY - OPERATOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF OPERATOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. 9.2 INDEMNIFICATION - OPERATOR HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO OPERATOR'S BUSINESS, AND ANY RESULTING LOST PROFITS) PERSONAL INJURY, INCLUDING DEATH AND WORKERS' COMPENSATION LIABILTY, TO ANY AND ALL PERSONS, AND DAMAGES FOR CLAIMS OF INTELLECTUAL PROPERTY INFRINGEMENT, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE ACTS OR OMISSIONS OF OPERATOR, ITS OFFICERS, AGENTS,SUBCONTRACTORS,SERVANTS OR EMPLOYEES. 9.3 INTELLECTUAL PROPERTY INFRINGEMENT—(i) The OPERATOR warrants that all Deliverables, or any part thereof, furnished hereunder in accordance with Exhibit A, including but not limited to: programs, documentation, software, analyses, applications, methods, ways, and processes (in this Section each individually referred to as a "Deliverable" and collectively as the "Deliverables,") do not infringe upon or violate any patent,copyrights,trademarks,service marks,trade secrets, or any intellectual property rights or other third party proprietary rights, in the performance of services under this Agreement. (ii) OPERATOR shall be liable and responsible for any and all claims made against the CITY for infringement of any patent, copyright, trademark, service mark, trade secret, or other intellectual property rights by the use of or supplying of any Deliverable(s) in the course of performance or completion of, or in any way connected with providing the services,or the CITY's continued use of the Deliverable(s)hereunder. (iii) OPERATOR agrees to indemnify, defend, settle, or pay, at its own cost and expense, including the payment of attorney's fees, any claim or action against the CITY for infringement of any patent, copyright, trade mark, service mark, trade secret, or other intellectual property right arising from CITY's use of the Deliverable(s), or any part thereof, in accordance with this Agreement, it being understood that this agreement to indemnify, defend, settle or pay shall not apply if the CITY modifies or misuses the Deliverable(s). So long as OPERATOR bears the cost and expense of payment for claims or actions against the CITY pursuant to this section, OPERATOR shall have the right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, CITY shall have the right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to protect the CITY's interest, and CITY agrees to cooperate with OPERATOR in doing so. In the event CITY, for whatever reason, assumes the responsibility for payment of costs and expenses for any claim or action brought against the CITY for infringement arising under this Agreement, the CITY shall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, OPERATOR shall fully participate and cooperate with the CITY in defense of such claim or action. CITY agrees to give OPERATOR timely written 6 notice of any such claim or action, with copies of all papers CITY may receive relating thereto. Notwithstanding the foregoing, the CITY's assumption of payment of costs or expenses shall not eliminate OPERATOR's duty to indemnify the CITY under this Agreement. If the Deliverable(s), or any part thereof,is held to infringe and the use thereof is enjoined or restrained or, if as a result of a settlement or compromise, such use is materially adversely restricted, OPERATOR shall, at its own expense and as CITY's sole remedy, either: (a) procure for CITY the right to continue to use the Deliverable(s); or (b) modify the Deliverable(s)to make them/it non-infringing,provided that such modification does not materially adversely affect CITY's authorized use of the Deliverable(s); or (c) replace the Deliverable(s) with equally suitable, compatible, and functionally equivalent non-infringing Deliverable(s) at no additional charge to CITY; or (d) if none of the foregoing alternatives is reasonably available to OPERATOR, terminate this Agreement, and refund all amounts paid to OPERATOR by the CITY, subsequent to which termination CITY may seek any and all remedies available to CITY under law. 10. RIGHT OF REVIEW AND AUDIT 10.1 OPERATOR agrees that the CITY shall, until the expiration of three (3) years after final payment under this Agreement, have access to and the right to examine at reasonable tunes any directly pertinent books, documents, papers and records of the OPERATOR involving transactions relating to this Agreement at no additional cost to the CITY. OPERATOR agrees that the CITY shall have access during normal working hours to all necessary OPERATOR facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. The CITY shall give OPERATOR not less than then(10)days written notice of any intended audits. 10.2 OPERATOR further agrees to include in all its subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that the CITY shall, until expiration of three (3) years after final payment of the subcontract, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records of such subcontractor involving transactions related to the subcontract, and further that CITY shall have access during normal working hours to all subcontractor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this paragraph. CITY shall give subcontractor not less than ten (10)days written notice of any intended audits. 10.3 OPERATOR and subcontractor agree to photocopy such documents as may be requested by CITY at no additional cost to CITY. 11. GIFT TO PUBLIC SERVANT 11.1 CITY may terminate this Agreement immediately if OPERATOR has offered, conferred, or agreed to confer any benefit upon a CITY employee or official that the CITY employee or official is prohibited by law from accepting. 11.2. For purposes of this section, "benefit" means anything reasonably regarded as pecuniary gain or pecuniary advantage, including benefit to any other person in whose welfare the beneficiary has a direct or substantial interest, but does not include a contribution or expenditure made and reported in accordance with law. 11.3. Notwithstanding any other legal remedies, CITY may require OPERATOR to remove any of its employees or subcontractors from the services being performed under this Agreement who have violated the restrictions of this section or any similar state or federal law, and obtain reimbursement for any expenditures made to OPERATOR as a result of the improper offer, Agreement to confer, or conferring of a benefit to a CITY employee or official. 7 12. TERMINATION 12.1 Convenience. CITY may terminate this Agreement at any time and for any reason by providing OPERATOR with thirty (30) days' written notice of termination. If the CITY terminates this Agreement for convenience pursuant to this section, the CITY will pay OPERATOR for services actually performed to the CITY's sole satisfaction prior to such termination, in accordance with a final statement submitted by OPERATOR documenting the performance of such work. 12.2 Breach._ CITY shall have the right to terminate this Agreement for cause in the event of default of this Agreement by OPERATOR. If the Agreement is breached by OPERATOR, CITY will provide OPERATOR notice of such breach and give OPERATOR thirty (30) days to cure the breach (or an additional reasonable period to cure if OPERATOR is proceeding with diligence to cure such default) with the understanding that all services being performed under this Agreement shall cease upon the date specified in such notice if the breach is not cured to the CITY's sole satisfaction. OPERATOR shall have the right to terminate this Agreement for cause in the event of default of this Agreement by CITY. If the Agreement is breached by CITY, OPERATOR will provide CITY notice of such breach and give CITY thirty(30) days to cure(or an additional reasonable period to cure if CITY is proceeding with diligence to cure such default). If CITY fails to rernit payment of operating expenses or management fees when due, OPERATOR shall provide CITY notice of such failure, and CITY will have fifteen(15)days after receipt of such notice to remit payment. 12.3 Lost Profits. OPERATOR shall not be entitled to lost or anticipated profits in the event this Agreement is terminated as provided for herein or in the event that the CITY, in its sole discretion, decides not to exercise any option period. 12.4 Equipment. Upon termination or expiration of this Agreement, OPERATOR shall not remove any property or equipment vital to the CITY's provision of parking service until: A. The ownership of the property is determined; and B. The CITY has had time to replace or purchase the property or equipment to maintain the ability to provide the parking services contemplated herein at the Will Rogers Memorial Center and Fort Worth Convention Center. Upon meeting the requirements of either A or B above, OPERATOR at its sole expense, shall remove from the Will Rogers Memorial Center and/or Fort Worth Convention Center all equipment and material which OPERATOR owns. 12.5 Termination on Default. The following shall be deemed events of default by OPERATOR under this Agreement: A. OPERATOR fails to pay any of the funds when due or any other payment of reimbursement to CITY required hereunder; B. Failure by the CITY to take any action upon default by OPERATOR of any of the terms, covenants or conditions required to be performed, kept and observed by the OPERATOR shall not be construed to be or act as a waiver of default or in any subsequent default of any of the terms, covenants and conditions herein contained to be performed, kept and observed by the OPERATOR; C. Any act or omission which results in the suspension or revocation of any act, power, license, permit or authority, which terminates the conduct and operation being provided under 8 this Agreement at any CITY parking facility by the OPERATOR, or suspends it for any time in excess of thirty(3 0) days; D. OPERATOR attempts to assign this Agreement without the prior written consent of CITY; E. OPERATOR fails to use the parking facilities as per the terms and the purpose of this Agreement without written consent of the CITY; F. The levy of any attachment or execution, or the appointment of any receiver, or the execution of any other process of any court of competent jurisdiction which does, or as a direct consequence of such process, will interfere with OPERATOR's operation of the parking services under this Agreement and will interfere with its operations under this Agreement and which attachment, execution, receivership, or other process of such court is not enjoined, vacated, dismissed, or set aside within a period of thirty(30) days; G. OPERATOR makes a transfer in fraud of creditors, or makes an assignment for the benefit of creditors; H. A petition under any part of the Federal bankruptcy law, or an action under any present or future solvency law or statute is filed against OPERATOR and OPERATOR's operations hereunder are interfered with or adversely affected thereby, or OPERATOR is adjudicated as bankrupt. Upon notification that the OPERATOR has declared bankruptcy, the CITY may immediately make other arrangements to provide parking services to its customers until an arrangement is worked out between the CITY and the Court. The OPERATOR will not share in any of the revenues derived from such temporary arrangements; or L OPERATOR abandons, deserts, vacates or discontinues all or part of its operation of the parking services or any other action that results in a failure by OPERATOR to provide public and others with the service required. If OPERATOR defaults in performing any covenant or term of this Agreement and does not correct the default within thirty (30) days after receipt of written notice from CITY to OPERATOR or an additional reasonable period if OPERATOR is proceeding with diligence to cure the default, CITY may declare this Agreement, and all rights and interest created by it,tenninated. 12.6 Other Remedies. Any termination of this Agreement as provided in this article will not relieve OPERATOR from paying any sum or sums due and payable to CITY under the Agreement at the time of termination, or any claim for damages then or previously accruing against OPERATOR under this Agreement. Any such termination will not prevent CITY from enforcing the payment of any such sum or sums or claim for damages by any remedy provided for by law, or from recovering damages from OPERATOR for any default under the Agreement. All CITY's rights, options, and remedies under this Agreement will be construed to be cumulative, and not one of them is exclusive of the other. CITY may pursue any or all such remedies or any other remedy or relief provided by law,whether or not stated in this Agreement. 12.7 Continuity. OPERATOR recognizes that the services provided pursuant to this Agreement are vital to the CITY's efforts to provide convenient parking services; that continuity thereof must be maintained at a consistently high level without interruption; that upon expiration or earlier termination of this Agreement a successor may continue these services; that any successor OPERATOR shall need 9 phase-in training; and that OPERATOR must cooperate in order to effect an orderly and efficient transition. OPERATOR shall cooperate with a smooth, seamless transition and have a cooperative approach with the current operator or a successor operator. There shall be no negative correspondence in OPERATOR's communications to Licensees or users. 12.8 Phase-Out Services. OPERATOR shall be required to provide phase-out services to its successor OPERATOR for up to thirty(30) days prior to Agreement expiration at no additional charge to the CITY. Phase-out orientation shall comprise a minimum of thirty (30) working days, eight (8) hours per day. Orientation may include system operations procedures, record keeping, reports, and procurement procedures, etc. OPERATOR shall be totally responsible for providing the services called for by the Agreement during its Phase-out period. CITY agrees to work with OPERATOR to prevent disclosure of OPERATOR's trade secrets during the Phase-out period. 13. OTHER CITYAND OPERATOR RESPONSIBILITIES 13.1 CITY shall provide OPERATOR with all pertinent data, documents, and other requested information as is available for the proper performance of OPERATOR's services. City will be responsible for all structural maintenance of the parking facilities. Without assuming any obligation to provide structural repairs or maintenance of the structural portions of the parking facilities, OPERATOR will endeavor to notify CITY if OPERATOR becomes aware of the need for any structural repairs or structural maintenance to the parking facilities. CITY shall be responsible for payment directly to the tax collector of the parking or sales tax on any parking revenues collected by CITY or its agents. 13.2 OPERATOR shall be responsible for payment directly to the tax collector of any parking revenues collected by OPERATOR. 14. INFORMATION AND DOCUMENTS All data, information, documents and drawings prepared for CITY and required to be furnished to CITY in connection with this Agreement shall become the property of CITY, and CITY may use all or any portion of the work submitted by OPERATOR and compensated by CITY pursuant to this Agreement as CITY deems appropriate. Notwithstanding the foregoing, Operator reserves all rights to Operator's intellectual property, including but not limited to its trade names, trademarks and any and all on-site parking amenities programs (the "Intellectual Property"), and the parties agree that, upon termination of this Agreement for any reason, Operator shall have the right, at its sole cost and expense, to remove the Operator's Intellectual Property from the parking facilities, and the CITY shall refrain from all further use of the Operator's Intellectual Property. 15. CHANGES IN SCOPE OF WORK The CITY shall have the right to order, in writing, changes in the scope of work or the services to be performed. Any changes in the scope of work requested by OPERATOR must be made in writing and approved by both parties as an amendment to this Agreement. To the extent a change in the scope of work or services performed changes OPERATOR's operating expenses, the budget shall be modified accordingly. 16. NONDISCRIMINATION As a condition of this Agreement, OPERATOR covenants that it will take all necessary actions to insure that in connection with any work under this Agreement, OPERATOR, its employees and 10 subcontractors, will not discriminate in the treatment or employment of any individual or groups of individuals on any basis prohibited by law, either directly, indirectly or through contractual or other arrangements. OPERATOR shall also comply with all applicable requirements of the Americans with Disabilities Act, 42 U.S.C. §12101-12213, as amended. In this regard, OPERATOR shall keep, retain and safeguard all records relating to this Agreement or work performed hereunder for a minimum period of three (3) years from final Agreement completion, with full access allowed to authorized CITY representatives, upon request, for purposes of evaluating compliance with this and other provisions of the Agreement. 17. APPLICABLE LAWS 17.1 If any action, whether real or asserted, at law or in equity, arises on the basis of any provision of this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas —Fort Worth Division, This Agreement shall be construed in accordance with the laws of the State of Texas. 17.2 This Agreement shall be construed under the laws of the state of Texas. This Agreement has been fully negotiated between the parties and any ambiguity contained herein shall not be construed adversely to either party based upon which party may have written the Agreement. 17.3 OPERATOR agrees to comply with all applicable federal, state and local laws, ordinances, rules and regulations. If the CITY notifies OPERATOR of any violation of such laws, ordinances, rules or regulations, OPERATOR shall immediately desist from and correct the violation. 18. AGREEMENT TRANSFER OR ASSIGNMENT OPERATOR shall not assign any of its duties, obligations or rights under this Agreement without the prior written consent of the CITY. If the CITY grants consent to an assignment, the assignee shall execute a written agreement with the CITY and the OPERATOR under which the assignee agrees to be bound by the duties and obligations of OPERATOR under this Agreement. The OPERATOR and Assignee shall be jointly liable for all obligations under this Agreement prior to the assignment. 19. NOTICES Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand-delivered to the other parry, its agents, employees, servants or representatives, , or (2) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: TO THE CITY: City of Fort Worth With Copy to the City Attorney Attn: Jesus J. Chapa at same address 1000 Throckmorton Fort Worth TX 76102 TO OPERATOR: Name: SP PLUS CORPORATION Attn: Christopher B. Conley, Senior Vice President 1801 California Street, Suite 2775 Denver, CO 80202 11 And SP Plus Corporation Attn: Legal Dept. 507 Mainstream Drive Nashville,TN 37228 20. INDEPENDENT OPERATOR It is expressly understood and agreed that OPERATOR shall operate as an independent contractor as to all rights and privileges granted herein, and not as agent, representative or employee of the CITY. Subject to and in accordance with the conditions and provisions of this Agreement, OPERATOR shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, contractors and subcontractors. OPERATOR acknowledges that the doctrine of respondeat superior shall not apply as between the CITY, its officers, agents, servants and employees, and OPERTOR, its officers, agents, employees, servants, contractors and subcontractors. OPERATOR further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between CITY and OPERATOR. It is further understood that the CITY shall in no way be considered a Co-employer or a Joint employer of OPERATOR or any officers, agents, servants, employees or subcontractors of OPERATOR. Neither OPERATOR, nor any officers, agents, servants, employees or subcontractors of OPERATOR shall be entitled to any employment benefits from the CITY. OPERATOR shall be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants, employees or subcontractors. 21. MISCELLANEOUS PROVISIONS 21.1 Severability. In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision thereof and this Agreement shall be considered as if such invalid, illegal, or unenforceable provision had never been contained in this Agreement. 21.2 Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and constitute one and the same instrument. 21.3 Force Majeure. Timely performance by both parties is essential to this Agreement. However, neither party is liable for delays or other failures to perform its obligations under this Agreement to the extent the delay or failure is caused by Force Majeure. Force Majeure means fires, floods, and other acts of God, explosions, war, terrorist acts, riots, court orders, and, the acts of superior governmental or military authority or other similar incidents outside the control of the parties that renders the performance of this Agreement impossible. This relief is not applicable unless the affected parry does the following: uses due diligence to remove the effects of the Force Majeure as quickly as practicable; and provides the other party with prompt, written notice of the cause and its anticipated effect. The CITY may perform functions itself or Agreement them out during periods of Force Majeure. Such performance is not a default or breach of this Agreement by the CITY. If the Force Majeure continues more than sixty (60) days, the CITY may terminate this Agreement by giving seven (7) days written notice to the OPERATOR. 21.4 Strike. OPERATOR WAIVES ANY CLAIM IT MAY HAVE FOR FINANCIAL LOSSES OR OTHER DAMAGES RESULTING FROM TERMINATION OF THIS AGREEMENT, EXCEPT AS SPECIFICALLY STATED HEREIN. OPERATOR is not relieved from performing its obligations under 12 this Agreement due to a strike or work slowdown of its employees. OPERATOR shall employ only fully- trained and qualified personnel during a strike. 21.5 Total Agreement. This Agreement, together with the Exhibits incorporated therein, embodies the complete Agreement of the parties hereto, superseding all oral or written previous and contemporary Agreements between the parties and relating to matters in this Agreement, and except as otherwise provided herein cannot be modified without written Agreement of the parties to be attached to and made a part of this Agreement. 21.6 Application of Provisions. In any dispute over the meaning or application of any provision of this Agreement, this Agreement shall be interpreted fairly and reasonably, and neither more strongly for or against any party, regardless of the actual drafter of this Agreement. 21.7 No Termination on Bankruptcy. Bankruptcy, insolvency, assignment for the benefit of creditors, or the appointment of a receiver will not affect this Agreement as long as OPERATOR and CITY or their respective successors or legal representatives continue to perforin all covenants of this Agreement. 21.8 Captions and Headings. The captions to the various clauses of this Agreement are for informational purposes only and shall not alter the substance of the terms and conditions of this Agreement. 21.9 Governmental Powers. It is understood that by execution of this Agreement, the CITY does not waive or surrender any of it governmental powers. 21.10 Non-appropriation of Funds. In the event no funds or insufficient funds are appropriated by the CITY in any fiscal period for any payments due hereunder, CITY will notify OPERATOR of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to the CITY or any kind whatsoever, except as to the portions of the payments herein agreed upon which funds shall have been appropriated. 21.11 Review of Counsel. The parties acknowledge that each party and its counsel have reviewed this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or exhibits hereto. 21.12 Signature Authority. The person signing this Agreement hereby warrants that he/she has the legal authority to execute this Agreement on behalf of the respective party, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. 21.13 Network Access. If OPERATOR, and/or any of its employees, officers, agents, servants or subcontractors (for purposes of this section "Operator Personnel"), requires access to the CITY's computer network in order to provide the services herein, OPERATOR shall execute and comply with the Network Access Agreement which is attached hereto as Exhibit "C" and incorporated herein for all purposes. 13 IN WITNESS THEREOF, the parties hereto have made and executed this Agreement in multiple originals the day and year first above written, in Fort Worth,Tarrant County, Texas. CITYOF FORT WORTH: SP PLUS CORPORATION: a/V1J�0 tl l3 l J By: isusapa,Assistant ity Manager Chi op er . Conley, Sen i Vice President RECONB4ENDED: Kirk Sl g r,Director Public Events Department ' oug Wiersig,Director Transportation and Public Works APPROVED AS TO FORM AND LEGALITY: &—vc--L4 Jessica Sangsvang Assistant City Attorney ATTEST: Kaysero `° City Secretary t M&C P-11818 Date December 1,2015 ` OFFICIAL RECORD .- CITY 3ECRETARY 14 EXHIBIT A 15 EXHIBIT A"BID RESPONSE" + integrity technology innovation + initiative knowledge creativity I�JI t- - _ - a r� Proposal Response to Request for Proposals Submitted to: For Parking Management Services at Fort city of Fort Worth Worth Convention Center and Will Rogers Eryck Walker, Senior Buyer Purchasing Division Center Financial Management Services Dept. RFP No. 15-0276 Lower Level 1000 Throckmorton Street Fort Worth, Texas Fort Worth, Texas 76102 F1♦� o�oOc)10004 /�7 �L�R.4 r �Q 1f4�✓i MUNICIPAL SERVICES �� ✓�a,� �� �Y g�r�ya�oc tY. September 3, 2015 I1AN0VAT 10N OPERATION! FORTWORTH. PURCHASING DIVISION REQUEST FOR PROPOSALS(RFP) for PARIONG MANAGEMENT SERVICES at FORT WORTH CONVENTION CENTER AND WILL ROGERS MEMORIAL CENTER RFP No. 15-0276 Issued: July 29,2015 PROPOSAL SUBMISSION DEADLINE: r*rXr��Sentember 3,2015 by 1:30PM Local Time NO LATE PROPOSALS YVILL BEACCEPTED RESPONSES SHALL BE DELIVERED TO: RESPONSES SHALL BE MAILED TO: CITY OF FORT WORTH PURCHASING DIVISION CITY OF FORT WORTH PURCHASING DIVISION LOWER LEVEL LOWER LEVEL 1000 THROCKMORTON STREET 1000 THROCKMORTON STREET FORT WORTH,TEXAS 76102 FORT WORTH,TEXAS 76102 * ** * * * * NAME AND ADDRESS OF COMPANY A Pre-proposal conference will be held August 12, SUBMITTING PROPOSAL: 2015 at 2:00 p.m.,in the Cactus Room,at the Will Rogers Memorial Center in the Amon G.Carter SP Plus Corporation Exhibits Building 1400 Gendy Street FOR ADDITIONAL INFORMATION Fort Worth,Texas 76107 REGARDING THIS RFP PLEASE CONTACT: Eryck Walker,Senior Buyer Eryck.walker@fortworthtexas.gov Contact Person: Chris Conley RETURN THIS COVER SHEET WITH Title: Senior Vice President RESPONSE TO: Phone:(303)292-0212 Fax:(303 )628-7957 Eryck Walker,Senior Buyer Email: cconley a%vlus corn Purchasing Division Financial Management Services Department Sib ature: Printed Name: Chris C9nley Acknowledgment of Addenda:#1 L f #2 #3 #4 95 IRT R `H� . ... . . .. . ...:. . ...... ADDENDUM TO THE REQUEST FOR PROPOSALS 15-0276 PARIUNG MANAGEMENT SERVICES ADDENDUM NO.1 DATE ISSUED: August 21,2015 REQUEST FOR PROPOSALS NUMBER:15-0276 ORIGINAL PROPOSAL SUBMISSION DATE: September 3,2015(changed) Addendum No.1,dated August 21,2015 is hereby amended to incorporate in full text the following provisions: 1. Questions and Answers document from all inquiries presented at the Pre-Proposal Conference is hereby incorporated,in full text,pages 1—4,and Attachments 1,2 and 3. All other terms and conditions remain the same. ACID DALE PURCHASING MANAGER 0 0 0--o 0 0 0 0 o n o 0 o n n o 0 0 o a o 0 o n o a o 0 0 0 0 0 0 0 0 0 0 0 o c a o o c o a e c--o COMPANY NAME: ,,,Plus Cor oration SIGNATURE: Chris Conley., Sr. Vice President NOTE: Company name ands' nature must be the same as on the bid documents. vaF�onrka., of A p MUNICIPAL SERVICESe W*_ 3��•�rE son Table of Contents TAB SECDON PAGE# CoverForm...........................................................................N/A* Addendum No. 1 Acknowledgement.....................................N/A* Tableof Contents.....................................................................1 CoverLetter.............................................................................2 Attachment A—Conflict of Interest Questionnaire.................N/A* Attachment B—References ..................................I...............N/A* ") Attachment C C-1 Schedule of Payments & Operating Budget ...............N/A* C-2 Proposed Start Up Costs............................................N/A* C-3 Schedule of Hourly Labor Rates.................................N/A* Attachment F—Verification of Signature Authority ................N/A* Certification of Corporate Resolution..................................4 Recent Experience...................................................................5 BusinessPlan ........................................................................ 10 ( Proposer's Ability, Capacity and Skill .....................................24 r i Additional Information WhySP+for Parking? .......................................................28 * Required forms are exempt from the 35-page limit. Page 1 Request for Proposals for Parking Management Services at Ft Worth Convention Center and Will Rogers Center RFP No. 15-0276 kWN- JC1PA L SERVICES 14000endyStreet =J ` Fort Worth,TX 76107 p.817-392-2158 f.817-392-2020 www.spplus.com September 2, 2015 City of Ft Worth Selection Committee 100 Throckmorton Ft Worth, TX 76102 Dear Selection Committee: Thank you for this opportunity to bid on the prestigious Ft Worth Parking Properties, Will Rogers Memorial Center, Houston St Garage and Commerce St Garage. As most know Central Parking and Standard Parking merged to become SP+ Parking ("SP+"), a division of SP Plus Corporation (NASDAQ: SP). As the leading national provider of parking management services, we are uniquely qualified to serve the City of Ft Worth and are committed to providing cost-effective, first-class parking services for your customers while maximizing the bottom line. Our proposal is intended to demonstrate our resources and philosophy to achieve success in addition to our commitment to align our interests with that of the City. We look forward to meeting with you so that we can present our proposal and ideas in greater detail, and address any questions you may have. In February of 2010, Standard Parking, a division of SP Plus Corporation, began operating these parking assets on the behalf of the City of Ft Worth. As most will recall, Will Rogers had never charged for parking. The decision to begin charging for parking was not always a popular one with the attendees, but with the City's support, we have made it work and currently collect in excess of$2.5 million dollars in annual revenue. SP+ also collects in excess of$2 million dollars in revenue at Houston and Commerce St Garages. We have worked hard to continue to increase the revenues for the City as is illustrated in the chart below. YEAR LOCATION REVENUES % INCREASE 2011 Commerce St $495,918 2014 Commerce St $542,195 9.3% 2011 Houston St $1,180,402 2014 Houston St $1,661,719 40.78% 2011 Will Rogers $1,438,131 2014 Will Rogers $2,203,624 53.22% In 2013, the locations expenses were running higher than projected, as a true partner, we offered to delay being paid $74,000 in expenses until the following fiscal year and offered give back$50,000 in management fees due SP+with the potential of recouping these fees in 2014 if the locations performed as projected. The combined facilities NO] were $381,000 favorable to budget; we didn't receive the repayment of the $50,000, as a true partner SP+, although revenues far exceeded expectations, stepped up and offered to help the City through a difficult budget issue. I t rlr;;,,;>,i;U >FlI`i.J <_,>,i Page 2 September 2, 2015 Page 3 Our proposal is attached and complete per the RFP, which includes items that have not typically been included in our budgets, mainly light and ballast replacement, power washing and equipment PM. As additional operational references, we encourage you to contact Mr. Brad Barnes, President and General Manager of the Southwestern Exposition and Livestock Show and Mr. Jim Bret Campbell, Director of the National Cutting Horse Association. We work closely with these organizations throughout the year to ensure their events are as successful as possible. As an Added Value, SP+ is offering $75,000 in capital to the City of Ft Worth to spend on any of the following items: Golf Carts Houston St Space Finding technology (floors 2-4) Upgraded handheld devices Puck technology for the Parkeon machines on Circle Drive In summary, SP+ has been a true partner with the City of Ft Worth over the past 5 years. We have brought recommendations for both revenue enhancements and expense savings, gave back a large portion of our Management Fee and have consistently increased the City's NOI. Going forward, SP+ is offering $75,000 towards specific capital items, a competitive Management Fee and unparalleled experience and staff. We trust our proposal has demonstrated our unique management philosophy and demonstrates our commitment to be the leader in the parking industry aligned with the goals of our clients. Thank you again for the opportunity to provide this proposal and the prospect to continue our ongoing relationship. We are very excited to grow our partnership and continue to deliver great service and results for the City of Ft Worth. We look forward to any questions or discussions surrounding our proposal. Sincerely, Christopher B. Conley Jeffrey Jones Senior Vice President, Operations Vice President, Regional Manager n N n� ="NOO O 3 fD N M INNOVATION k-,l OPERATION' Milmspplus.com CONFLICT OF INTEREST QUESTIONNAIRE FORM CIQ For Proposer or other person doing business with local governmental entity OFFICE USE ONLY This questionnaire is being filed in accordance with chapter 176 of the Local Date Received Government Code by a person doing business with the governmental entity. By law this questionnaire must be filed with the records administrator of the local government not later than the 7th business day after the date the person becomes aware of facts that require the statement to be filed. See Section 176.006, Local Government Code. A person commits an offense if the person violates Section 176.006,Local Governnent Code. An offense under this section is a Class C misdemeanor. 1. Name of person doing business with local governmental entity. SP Plus Corporation 2. Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than September 1 of the year for which an activity described in Section 176.006(a),Local Government Code,is pending and not later than the 7th business day after the date the originally filed questionnaire becomes incomplete or inaccurate.) 3. Describe each affiliation or business relationship with an employee or contractor of the local governmental entity who makes recommendations to a local government officer of the local governmental entity with respect to expenditure of money. N/A 4. Describe each affiliation or business relationship with a person who is a local government officer and who appoints or employs a local government officer of the local governmental entity that is the subject of this questionnaire. N/A RFP 15-0276 Parking Management Services, Due Date: 9/03/2015 Page 23 of 51 CONFLICT OF INTEREST QUESTIONNAIRE FORM CIQ For Proposer or other person doing business with local governmental entity Page 2 5. Name of local government officer with whom filer has affiliation or business relationship. (Complete this section only if the answer to A,B,or C is YES.) This section,item 5 including subparts A,B,C&D,must be completed for each officer with whom the filer has affiliation or business relationship. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income from the filer of the questionnaire? ❑ Yes 2 No B. Is the filer of the questionnaire receiving or likely to receive taxable income from or at the direction of the local government officer named in this section AND the taxable income is not from the local governmental entity? ❑ Yes 12 No C. Is the filer of this questionnaire affiliated with a corporation or other business entity that the local govenunent officer serves as an officer or director,or holds an ownership of 10 percent or more? ❑ Yes 2 No D. Describe each affiliation or business relationship. N/A 6. Describe any other affiliation or business relationship that might cause a conflict of interest. N/A i. 7. L/ August 24, 2015 Signature of person doing business with the governmental entity Date RFP 15-0276 Parking Management Services,Due Date:9/03/2015 Page 24 of 51 °C© C1 CD= N W INNOVATION ifi,j OPERATION www.spplus.com ATTACHMENT B REFERENCES Complete and Return This Form with the proposal The Proposer shall furnish,with this RFP,the following information: Three(3)recent clients references of similar size. 1. Company's Name Ohio Expo Center(events include the Quarter Horse Congress, Ohio State Fair, etc.) Name of Contact Virgil Strickler Title of Contact General Manager Present Address 717 East 17th Avenue City, State,Zip Code Columbus, Ohio 43211 Telephone Number ( 614 ) 644-4202 Fax Number( 614 ) 644-4301 2. Company's Name Tarrant County Facilities Management Name of Contact David Phillips dphillips@tarrantcounty.com Title of Contact Director Present Address 100 West Weatherford City, State,Zip Code Fort Worth, Texas 76196 Telephone Number ( 817 ) 884-3344 Fax Number( ) N/A 3. Company's Name McCormick Place-SMG Name of Contact David R. Causton dcauston@mccormickplace.com Title of Contact General Manager Present Address 301 E. Cermark Road City, State,Zip Code Chicago, Illinois 60616 Telephone Number ( 312 ) 791-6155 Fax Number( ) N/A McCormick Place is one of the largest convention centers in the country, owned by the Metropolitan Pier and Exposition Authority and is managed by SMG. RFP 15-0276 Parking Management Services,Due Date: 9/03/2015 Page 25 of 51 INNOVATION N OPERATION' 0> 0= qfD to n 1 I www.spplus.com t 7 4 . + MUNICIPAL SERVICES ,s:C TEXPS;;' C- 1 Schedule of Payment & Operating Budget ATTACHMENT C- 1 SCHEDULE OF PAYMENT&OPERATING BUDGET (Period of February 1,2016 through September 30,2016) The selected Parking Operator shall be paid a fixed monthly management fee for the operation of the parking facilities, plus compensation for budgeted operating expenses. Operating expenses shall be reimbursed during the month for which they are incurred in accordance with Attachment C1. However,no budget item shall be exceeded without written authorization from the CITY. OPERATOR shall submit an itemized statement to the CITY for its services performed, which shall include documentation setting forth in detail a description of the services rendered. The CITY shall pay OPERATOR the amount of such billing within thirty(30)days of receipt of same. PROPOSED MONTHLY MANAGEMENT FEE: $ 7,500.00 PROPOSED OPERATING BUDGET: LABOR—TAXES & BENEFITS $ 268,614.00 HOURLY WAGES: @D, Varies per hour $ 732,767.00 UTILITIES $ 0.00 INSURANCE—GL $ 70,090.00 SUPPLIES $ 8,135.00 ROUTINE MAINTENANCE $ 64,289.00 CONTRACTED SERVICES $ 6,150.00 Uniforms $ 7,110.00 Tickets $ 14,200.00 Rental (Golf Cart Rental, etc) $ 14,600.00 Telephone $ 5,038.00 Data Processing $ 20,950.00 General Exp $ 7,551.00 Claims Exp $ 1,400.00 TOTAL: $ 1,220,894.00 In addition SP+ will contribute $75,000 in capital to be used towards the purchase of a capital item limited to: • Golf Carts • Houston St Space Finding technology (floors 2-4) • Upgraded handheld devices • Puck technology for the Parkeon machines on Circle Drive RFP 15-0276 Parking Management Services, Due Date: 9/03/2015 Page 26 of 51 'f FORT-`. • + MUNICIPAL SERVICES ~' "' �' �;tFXPS.�•` C-2 PStart- UpCosts ATTACHMENT C-2 PROPOSED START-UP COSTS AND PROJECTED LABOR COSTS The selected Parking Operator shall be paid a fixed fee for start-up costs in accordance with the submittal below. No budget item shall be exceeded without written authorization from the CITY. PROPOSED START UP COSTS BUDGET: RECRUITMENT S 0.00 TRAINING $ 0.00 PRE-EMPLOYMENT BACKGROUND CHECKS $ 0.00 LABOR—TAXES & BENEFITS S 0.00 SUPPLIES S 0.00 S 0.00 $ 0.00 S 0.00 TOTAL: S 0.00 RFP 15-0276 Parking Management Services, Due Date: 9/03/2015 Page 27 of 51 MUNICIPAL SERVICES U 2 •:�TFX P6_.: . C-3 Schedule of Hourly Labor Rates ATTACHMENT C-3 SCHEDULE OF HOURLY LABOR RATES The selected Parking Operator shall be paid an hourly rate for any"as needed"parking personnel assigned to other parking facilities owned or operated by the CITY in accordance with the proposed hourly rates listed below: PROPOSED HOURLY RATES (MAY BE RANGES): CASHIER: $ 8.00-9.00 PARKING MAINTENANCE ATTENDANT: $ 8.00-9.00 OTHER(List title): Flagger/Ambassador S 8.00-10.00 Supervisors $ 11.00-15.00 $ RFP 15-0276 Parking Management Services, Due Date: 9/03/2015 Page 28 of 51 braze INNOVATION 1I` OPERATION' N � <n v ,� 0 o(D s=� www.spplus.com ATTACHMENT F VERIFICATION OF SIGNATURE AUTHORITY SP Plus Corporation Full Legal Name of Company: Legal Address: 200 East Randolph Street,Suite 7700,Chicago,Illinois 60601 Services to be provided: Parking Management Services Execution of this Signature Verification Form("Form")hereby certifies that the following individuals and/or positions have the authority to legally bind the Company and to execute any agreement, amendment or change order on behalf of Company. Such binding authority has been granted by proper order, resolution, ordinance or other authorization of Company. The City is fully entitled to rely on the warranty and representation set forth in this Form in entering into any agreement or amendment with Company.Company will submit an updated Form within ten(10)business days if there are any changes to the signatory authority. The City is entitled to rely on any current executed Form until it receives a revised Form that has been properly executed by the Company. 1. Name: Chris Conley Position: 7 r V res" ent Signa e 2. Name: Position: Signature 3. Name: Position: Signature Name Signature of President/CEO Other Title: Date: A-17- 1 RFP 15-0276 Parking Management Services,Due Date: 9/03/2015 Page 47 of 51 CERTIFICATION OF CORPORATE RESOLUTION The undersigned, James C. Burdett, does hereby certify that he is a duly elected Assistant Secretary of SP Plus Corporation, a Delaware corporation (the "Corporation"); that the following resolution was duly adopted by the Board of Directors of the Corporation on April 24, 1998, by written consent in lieu of a meeting, and in accordance with the General Corporation Law of the State of Delaware and the By-Laws of said Corporation; that the following resolution is in full force and effect and has not been modified or altered, to-wit: RESOLVED, that any one of the Chairman, Chief Executive Officer, President, any Executive Vice President, any Senior Vice President or any Vice President of the Corporation be, and each of them hereby is, authorized to execute and deliver any bid or proposal, lease agreement, management agreement, operating agreement or contract, or other instrument or document relating thereto, in the name of and on behalf of this Corporation, subject, however, to the approval by the Board of Directors of the terms of any agreement providing for the purchase of the total assets or the stock of another individual, partnership or corporation prior to execution of such agreement and any other document in connection therewith. I, James C. Burdett, Assistant Secretary of SP Plus Corporation, having compared the foregoing resolution with the original thereof, as recorded in the minute book of said company, do certify that the same is correct and a true transcript therefrom, and of the whole of said original resolution. I further certify that Chris Conley is a duly elected Senior Vice President of the Corporation. Given under my hand and seal of the company, in the city of Chicago, state of Illinois this 17th day of August 2015, ames C. Burdett Assist nt Secretary Et Vice President Corpo��ye�eal i' Subscribe'd and Sworn to before me J� 1 this�1 day of ASST 2015, i W,anuLaCA(:Li& Notary Public My Commission expires: x'26.19 MARY LACROIX OFFICIAL SEAL notary Public,State of Illinois tvly Commission Expires N1lagat\RFP\PR0P0SA1.GROUPICORPORATE ATTACFWUNPS\Certified Authority to Sion.SPI,".Burdett(Conley)S 17 v April 26,2019 Page 4 • �._' INNOVATION OPERATION N n rT X® fD CD 7 n CD WWVV,SpplLtS.CoM Ft MUNICIPAL SERVICES rrEXP9.i Recent Experience Site-Specific Operating Approach SP+ understands and appreciates that each Convention Center and Large Venue and its parking facilities are unique to those venues and their locale. Schedules, logistics, parking accommodations, equipment loading, maintenance protocol, security, communication and access considerations, are among many factors that are paramount to a successful parking operation that serves these venues. Comprehensive Working Knowledge of the Contract Through our five (5) year incumbency operating the Fort Worth Convention Center and Will Rogers Memorial Center parking facilities, SP+ has developed and possesses a comprehensive, in-depth working knowledge of all City of Fort Worth parking services, operations and requirements that are necessary to manage these facilities efficiently and profitably on behalf of the City. This includes maintaining productive working relationships with key Stakeholders. Our value proposition for the City is based on strict adherence to the Scope of Work, and enables the City to meet and exceed all of its objectives from and after the RFP while offering seamless, uninterrupted parking operations and ancillary contract services to the public; with an eye towards future roll outs, innovation and integration. Relevant Experience Adding to our value proposition, the City of Fort Worth benefits from the relevant experience we have gained operating on behalf of more than 100 special event venues, convention centers and stadiums across the country, where we have planned and managed some of the world's most comprehensive events (from a parking management perspective); domestically and internationally, including the past 15 Super Bowls, 6 Olympic Games, NASCAR Races, NBA, NHL and MLB All-Star games, and dozens of others. We have the proprietary knowledge and ability to continue delivering superior products and services to the City of Fort Worth. Our confidence is founded in the decades of experience we have planning for and operating other world-class venues whose expectations, requirements and areas of concern are similar to the City's. At those facilities and at the subject operations, SP+ handles the full spectrum of event access considerations; everything from cash collection and parking pass verification to employee shuttle services. We also handle parking and transportation at performing arts and concert venues that host hundreds of unique events each year, requiring specialized and rapid response capabilities. Designing enhanced access packages unique to these venues and their patrons is one of our trademark services. --- — - Page 5 Request for Proposals for Parking Management Services at Ft Worth Convention Center and Will Rogers Center RFP No. 15-0276 t(� MUNICIPAL SERVICES In short, SPY has the experience to understand what will be required at these operations, the human and Company resources to ensure appropriate coverage and the expertise to bring all of these elements together to deliver a customer experience on behalf of the City of Fort Worth that is second to none. Our City of Fort Worth Team Our remarkable City of Fort Worth team, led by Brad Conner, Senior Manager (a 23 year industry veteran) and Jeff Jones, Vice President and Regional Manager (with 25 years' experience), is comprised of the most experienced parking management professionals in the country. Biographical information on each of our team members, key executives and Municipal Parking Subject Matter Experts are provided in Tab 5— Business Pan. Will Rogers Memorial Center— Convention Center Facilities While the Convention Center facilities had a parking fee in place when we began managing the operations, the Will Rogers Memorial Center had never charged a parking fee. The first couple of years were somewhat challenging working with events that were not accustomed to paid parking. We also experienced push-back from several museums regarding parking fees and employee parking availability. Working with City Staff, WRMC Staff, and Public Events, collectively we worked as a team through those issues and today while there are some that dislike paying to park their vehicles, most of those early issues are behind us. The Will Rogers Memorial Center is a very unique parking operation. It is fairly safe to say there is no other parking operation of its kind similar in size, complexity, events, visitors and challenges. The SPY team, working in conjunction with the WRMC staff, meets these demands and challenges every day. It became evident early on that our team know and understand the challenges the WRMC staff meet each day, as well as the nature, demand and dynamic of the events themselves. SPY was diligent and learned to understand the various equestrian events, their individual challenges and how such events are operated. We adapted to those needs and events while making continuous program improvements. Our team does not simply park cars and accept parking fees at WRMC. We became an advocacy and operating arm of the Public Events team. Among other things, we opened a "Parking Satellite Office" to accommodate equestrian exhibitors to have a convenient location to purchase parking for their trailers and vehicles. The Convention Center Facilities provide parking services to guests visiting the Convention Center. The SPY management team, working in conjunction with Public Events and Convention Center staff, manages several events annually. Our team is experienced in providing seamless parking accommodations for such events as Graduations, Jewel Charity Ball, Circus, Home and Garden Shows, as well as smaller events. In addition, the SP Plus team provides parking services to monthly parking accounts, jury duty visitors and the Omni Hotel events and valet operation. -- Page 6 Request for Proposals for Parking Management Services at Ft Worth Convention Center and Will Rogers Center RFP No. 15-0276 MUNICIPAL SERVICES University of Texas Arlington The University of Texas Arlington in 2014 began charging a parking fee for events held at the College Park Center and the Texas Hall. SP+ was awarded five (5) year contract to manage r the parking for all events for which the University chooses to charge a parking fee. The SP+ Fort Worth regional team manages the parking for various events on the campus. All of the : parking is event based. The SP+ team manages the event ;T parking while also providing parking for students, faculty and staff using the same facilities as the events. In May 2016, the WNBA will make UTA and the College Park Center their new home. SP+ will manage all the parking for the WNBA events including guests attending the games, players, coaches, staff, students and faculty. The SP+ management team works closely with the UTA Parking and Transportation Department on traffic plans and various lots and parking facilities for each event. Baylor University McLane Stadium SP+ was awarded the contract in 2014 to manage the parking for all home football games. The SP+ team assists ,. the Austin - Waco teams during these events. SP+ }. '1 manages season ticket holders that are assigned to various -" parking facilities and lots. Each location is assigned a Manager and crew to manage the ingress and egress of the parking. Soldier Field & Chicago Museum Campus Since 1994, SP+ has operated that parking facilities for Soldier Field and the Chicago Museum Campus. Soldier Field has over 6,000 parking spaces in 7 surface lots and 2 t"� ►u`� + ` garages that service Soldier Field and the Museum Campus. These facilities provide parking for the Chicago Bears and large scale events including but not limited to, y t concerts, Gold Cup and International Soccer, major rugby F^ -"- '`- matches, college football games, festivals, etc. Additionally : they service daily transient parking to visitors of Chicago's Near Southside Lakefront, The Adler Planetarium, The Field Museum of Natural History, The John G. Shedd Aquarium and other events at Northerly Island including the FirstMerit Bank Pavilion at Northerly Island. We also provide parking for conventions at McCormick Place, walks, runs and marathons (hosted by Soldier Field, the City of Chicago and the Chicago Park District), lakefront visitors, and Grant Park events; as well as overflow parking for Burnham Harbor. — - - - — —Pagel Request for Proposals for Parking Management Services at Ft Worth Convention Center and Will Rogers Center RFP No. 15-0276 o�! �e� ( MUNICIPAL SERVICES McCormick Place For well over ten years, SP+ has operated the parking facilities for McCormick Place in downtown Chicago, Illinois. McCormick Place is one of the largest convention centers in 5� the United States with over 1.3 million square feet of display space and 600,000 square feet of meeting s and hosts ' p q 9 ace p -•� �'�. events such as the International Home and Housewares �_ — Show, the Chicago Auto Show, Ace Hardware Annual Fall Convention and the Acura Dealers Convention, just to name a few. Ohio Expo Center Since 2002, SP+ has operated the more than 15,000 parking spaces for the Ohio Expo Center in Columbus, Ohio. The Ohio Expo Center, home to more than 175 events each year, including the Quarter Horse Congress, Home and Garden Show, and the Ohio State Fair. �7 Event-Driven and Large Venue Experience SP+ performs a multitude of services at various venues around the country. As a result, when it comes to external venue operations, we have experienced just about every possible scenario to be experienced allowing us to bring our best practices to the Fort Worth Convention Center and Will Rogers Memorial Center operations through an objective point of view. Through our collective, in-depth understanding of delivering safe, customer-driven plans and of the fundamental issues impacting event operations, melded with our ability to make informed decisions about customer service, costs, emergencies, safety and operating efficiencies thoroughly prepares us to provide exemplary service for any event. ------- — - Page 8 Request for Proposals for Parking Management Services at Ft Worth Convention Center and Will Rogers Center RFP No. 15-0276 roa%onr��v. 4 • MUNICIPAL SERVICES .•,k ,,� �Uq 1• :=j C / e•u t� :ticzEXPSoo NFL Stadiums NHL Arenas Race Tracks • FedEx Field United Center Daytona International Speedway • Soldier Field Nationwide Arena • MetLife Stadium TD Garden Theaters,Performing Arts • M&T Bank Stadium Verizon Center Centers,Other Venues • Paul Brown Stadium Scoff Trade Center • Lincoln Financial Field Prudential Center Radio City Music Hall • Edward Jones Dome Wells Fargo Center Carnegie Hall • Madison Square Garden Metropolitan Museum of Art Time Warner Cable Arena New Jersey Performing Arts MLB Stadiums Bridgestone Arena Center Liberty Science Center • Dodger Stadium Fauquier County Fair • U.S.Cellular Field MLS Music City Center • Coors Field Orpheum Theater • Oriole Park at Camden Yards Crew Stadium Arena Stage for the Performing • Busch Stadium Stub Hub Center(formerly Home Arts • Great American Ballpark Depot Center) Ford's Theatre • Citizens Bank Park Sporting Park Kennedy Center • Progressive Field Red Bull Arena The Muny Theater • Fenway Park Orange County Performing Arts • Chase Field Other Arenas&Stadiums Center • Eisemann Performing Arts Center NBA Arenas US Bank Arena Ft.Worth Convention Center • Richmond Coliseum Tulsa Performing Arts Center • United Center Mississippi Veterans Memorial Aaron's Amphitheatre at • BMO Harris Bradley Center Stadium Lakewood • Barclays Center Knoxville Civic Coliseum Ohio Expo Center • Wells Fargo Center AutoZone Park Will Rogers Memorial Center • Madison Square Garden DCU Center The Greek Theatre LA • Time Warner Cable Arena TD Ameritrade Park Xfinity Live! • FedEx Forum Century Link Arena Navy Pier • Quicken Loans Arena Sprint Center McCormick Place • TD Garden Kemper Arena Mann Center for Performing Arts • Verizon Center BOK Center • US Airways Center OneOk Field Page 9 Request for Proposals for Parking Management Services at Ft Worth Convention Center and Will Rogers Center RFP No. 15-0276 gym;, INNOVATION ! ^l OPERATION' N 7 N N w 3 wovw.sppltls.com MUNICIPAL SERVICES O _ Business Plan Overall Approach / Philosophy to Providing the Service We hereby confirm our understanding of the RFP and the overall project operations. We have responded to the City's RFP using substantive, site-specific content and form, and are prepared to be the City's Parking Management Partner Now and in the Future; by continuing to provide the City and its stakeholders with an invaluable and unlimited bank of parking knowledge, qualified personnel, and Company resources to meet the City's current and future operational needs at these facilities. Our approach to this assignment is derived from our in-depth experience operating these facilities successfully since 2010 our comprehensive review of the RFP, attendance at the pre- bid conference, and our keen understanding of the City's parking, traffic and circulation variables at these world-class venues given our existing infrastructure. This includes our vast private sector operations that surround the City's parking facilities. Finally, we reviewed all the questions which were asked by Operators, and answered by the City of Fort Worth. Our overriding goal with our response and hereafter is to meet the Scope of v Work in strict adherence with the RFP and any resulting Contract, and to provide exceptional customer service, efficient operations and maintenance reporting, astute, proactive traffic management (for convenient ingress and egress), technical innovation to improve the customer experience, and streamlined operating expenses. SP+ and its team members, led by Brad Conner and Jeff Jones, know first-hand the complexities and event-driven dynamics of the parking operations that support these world- class venues. SP+ has taken nothing for granted in our current operations, or with respect to this RFP, and the forward-thinking approach we will take to these operations on a go-forward basis. We appreciate this opportunity to earn the City's business all over again! Adding Value As the City recalls, the historical tradition of providing free parking at the Will Rogers Memorial Center often resulted in limited access to attractions and events. To ease congestion the City constructed a new garage and engaged SP+ to implement a paid parking system for the complex's lots and garages. The Center's move from a free to a paid parking environment required special care to be taken to address the concerns of local businesses. In partnership with the City, SP+ held meetings with area museums, art galleries and event sponsors grior to the opening of the new garage, and developed prudent policies designed to ensure adequate parking access for the Center's patrons. Discount garage validation programs were established with participating venues, and multiple day passes were made available to exhibitors, contestants, vendors and sponsors. ---- _----- -- --- -----— _ - -Page 10 � Request for Proposals for Parking Management Services at Ft Worth Convention Center and Will Rogers Center RFP No.15-0276 t1 MUNICIPAL SERVICES :itFXPs�+. Getting the Word Out Working closely with the City of Fort Worth, SP+ participated in a public relations campaign touting the benefits of the Center's parking system and the ability of customers to pre-purchase parking. The campaign included news releases, e-mail blasts, postings on websites and the construction of a custom website that allowed customers to arrange and pay for parking online, in advance, using the Click and Park online reservation system. The online purchasing capability can be used for daily, event, recreational vehicle and trailer parking permits. The program became a huge success! There were several other successes along the way, all of which lead the City and SP+ to where we are today. Going Forward Similar to the thoughtful and methodical course of action outlined above, our approach to this RFP and Scope of Work thereafter will greatly aid the City in its next chapter of successes. Never resting on our laurels, we will focus on making continuous program improvements, while our well-managed operations will continue to boost net income and bolster civic pride. We will operate the City's facilities to achieve its goals and objectives as it may deem appropriate from time to time, whether to maximize bottom line profits or emphasize other civic-minded goals. Through operational analyses, competitive market surveys, and advanced systems and technologies, we will continue our proud tradition of creating customized parking management solutions for these facilities that combine efficiency and value with courtesy and convenience. SP+ fully understands and appreciates our ultimate goal is to provide Five Star Customer Service to guest using the parking facilities. The Majority of guests that park in these facilities are first time visitors to our City and our parking staff in most cases engage in the first interaction with these guest. SP+ staff members are more than Managers, Supervisors and Attendants; they are Ambassadors that are trained and familiar with our City and able to assist our guests with questions and directions. We look forward to continue an already transparent and lasting partnership, and working together with the City in our capacity as its Parking Operator at the Fort Worth Convention Center and Will Rogers Memorial Center to build a strong community, make Fort Worth the most livable and best managed City in the country, and to deliver exceptional customer service, accountability, ethical behavior, diversity, mutual respect and of course, facilitate continuous program improvements. Additional Operational and Program Considerations Follow; Big Picture Outlook: Our Approach is tailored to identify solutions and foster positive working relationships, in and around the Fort Worth Convention Center and Will Rogers Memorial Center. We will emphasize user-friendly parking themes and operations; where common sense, excellent customer service and community engagement rule the day. SP+ will achieve these goals while strictly adhering to the Scope of Work identified in the RFP, and catering diligently to the evolving needs of the City and its parking customers. Of equal importance, all of these objectives can be achieved at a reasonable price. J Page 11 `_ Request for Proposals for Parking Management Services at Ft Worth Convention Center and Will Rogers Center RFP No.15-0276 OR C MUNICIPAL SERVICES Connecting the Dots: As you will surmise by reading this proposal, our Program Approach goes well beyond the simple premise of managing parking spaces. We connect the dots, and operate from a place not only of protocol, but of passion and excellence. By the same token, SP+ seeks to support the City of Fort Worth as its trusted parking management partner, advisor, consultant, and effective advocacy arm. Controlling Labor Costs: SP+ Municipal Services utilizes the Stromberg automated payroll system. This system allows our operations management teams to review up to date payroll information. Our managers are able to quickly assess staffing levels, attendance, and hours worked at their locations on a daily basis. In addition, our managers are trained to review staffing schedules at their locations on a weekly basis. Adjustments to the staffing profile of a location are made according to anticipated needs. Additionally, senior operations management review staffing levels and labor costs on a monthly basis and make adjustments as necessary. We place an intense focus on labor costs and understand that these costs represent a significant percentage of each location's operating expenses. In order to provide a secondary expense control, our Internal Audit Department reviews all payroll and labor information as part of the internal audit process. Proposed Contract Team and Organizational Structure SP+ has an entire team of seasoned parking veterans who are familiar with every aspect of the Fort Worth Convention Center and Will Rogers Memorial Center parking operations. Corporate Support Robert Toy Executive Vice President Robert Toy is responsible for the company's South Division. His duties include the marketing and administration of locations from Florida to Hawaii. He has ` over 28 years' experience in management, leasing, project feasibility and due diligence review in the parking and transportation industry. Mr. Toy joined SP+ as Executive Vice President of Operations in October 2012 in connection with the Standard Parking / Central Parking merger. Most recently, Mr. Toy served as Senior Vice President of Field Operations for Central Parking. Mr. Toy began his career with Central Parking as Executive Vice President of USA Parking System, Inc., a wholly-owned subsidiary. Previously, Mr. Toy was Chief Operating Officer for Denison Parking and National Operations Director for Republic Parking. Throughout his career, Robert has been a part of many organizations, including the National Parking Association and the International Parking Institute. --- [Page 12 J Request for Proposals for Parking Management services at Ft Worth Convention Center and Will Rogers Center RFP No.15-0276 _ �Ffoiir .. MUNICIPAL SERVICES Chris Conley Senior Vice President Chris Conley is responsible for overseeing the company's facilities in Colorado, New Mexico, Oklahoma and Texas including all of our commercial and municipal operations in Denver, Colorado Springs, Houston, Dallas, Fort Worth, Austin and San Antonio. He oversees the efficient and professional operation of over 400 facilities. He has been in the parking industry for over 29 years and has experience managing the contracts for office, mixed use, retail, municipal, hospital, hotel, shuttles, off airport, airport, and special event operations. Prior to 2001, Mr. Conley served as General Manager in Oakland, California and Jacksonville, Florida. Mr. Conley previously served as national portfolio manager for Brookfield Properties and has been a key contract with several clients throughout the United States including JLL, Cushman Wakefield, CBRE, and LBA Realty. His responsibilities have included operating some of the largest parking facilities and traffic volumes in the country, including the parking at O'Hare International Airport and Century City Shopping Center in Los Angeles. Mr. Conley has been instrumental in the development, establishment, operations and implementation of municipal parking programs in several cities including Oakland, Colorado Springs, Manitou Springs and Denver. Mr. Conley is a graduate of the Metropolitan State University of Denver and is an active participant in BOMA, [REM and CREW organizations throughout his region. Local Fort Worth Support/ Operations Team Jeff Jones Vice President, Regional Manager Jeff has over 25 years of parking experience and currently directs the company's operations in the State of Texas. This includes oversight of more than 150 facilities, 8 senior managers and over 200 employees. His responsibilities include operations, client relations, human resources, personnel recruitment, and training, marketing plans and presentations, consultation and administration, contractual negotiations and budget formulation and implementation. Jeff has led the operation of the country's largest municipal contract in The City of New Orleans. Jeff received his bachelor's degree in Accounting from Otterbein College in Westerville, Ohio. Page 13 Request for Proposals for Parking Management Services at Ft Worth Convention Center and Will Rogers Center RFP No. 15-0276 MUNICIPAL SERVICES Brad S. Conner Senior Manager Mr. Conner joined SP+ in December 2009 as a Senior Manager. Brad is responsible for the Fort Worth and Arlington markets. Brad is a member of the Fort Worth Cultural District Alliance and serves on their Urban Mobility -jto Committee. He has served the Texas Parking & Transportation association as µti an executive board member for twelve years and was president in 2010-11. His parking career spans 23 years. Brad graduated from American Inter Continental University with a degree in Business Administration. Chunilal Ramseepaul Senior Facility Manager Chunilal joined SP+ in October 2010 as an Assistant Facility Manager at the Houston Street Garage. He currently serves as the Senior Facility Manager at Will Rogers Memorial Center in Fort Worth. Mr. Ramseepaul was the president of an apparel manufacturing facility for twenty years before joining the company. Mr. Ramseepaul attended John Donaldson College in Trinidad, ` West Indies. Janet Van Slyke Facility Manager—Fort Worth Convention Center Garages Janet joined SP+ in November 2011 and has served our company as a Cash Counter, Bookkeeper and currently serves as the Facility Manager of the Fort Worth Convention Center Garages in downtown Fort Worth. Janet has an associate degree from Tarrant County College and a BAAS from The University of North Texas. In addition, Janet has a certification in Volunteer Management. f. and Resource Mana g William J. Barnes Facility Manager— Will Rogers Memorial Center William joined SP+ in February of 2005. He started his career as a shuttle driver at Dallas/Fort Worth International Airport. In 2007, he was promoted to ., Supervisor, overseeing ten surface lots in Dallas. In 2011, William was promoted to Manager of the Manor House Valet Garage and soon after took control of Sterling Plaza and Preston Commons garages. William has been the Facility Manager at Will Rogers Memorial Center since 2013. r Page 14 i I Request for Proposals for Parking Management Services at Ft Worth Convention Center and Will Rogers Center RFP No.15-0276 ti 'p MUNICIPAL SERVICES SP+ Municipal Services Management Team (CAPP Subject Matter Experts) Roamy R. Valera, CAPP Senior Vice President, Municipal and Institutional Services - Mr. Valera has a background in the parking industry that extends over 25 years, including 11 years as a public administrator. As a Senior Vice President, Mr. Valera is the business leader for the Municipal and Institutional Services vertical, specializing in best-in-class solutions for managing parking capacity, vehicle registration, permits, fee collections, enforcement procedures, shuttle services, special event requirements, electronic reporting and maintenance of Ik% parking locations. His focus is to guide the national growth and success of the municipal, higher education and healthcare markets. Prior to joining SP+, Mr. Valera served as a Vice President / Managing Principal of Timothy Haahs and Associates, where he supervised the firm's Florida operations, including project, financial management and business development. Mr. Valera also served as the Miami Parking Authority's Deputy Executive Director. He supervised all on-street and off-street operations and planning and development directives. He was also charged with the Authority's comprehensive development program, including managing capital construction projects. He has also served as the Associate Director of Professional Development for the International Parking Institute, where he handled the training and development programs for the association on a nationwide level. Mr. Valera is a Certified Administrator of Public Parking, a highly coveted certification that is sponsored by the International Parking Institute in collaboration with the University of Virginia in Charlottesville, VA. He currently serves on the board of directors of the International Parking I nstitute. Mr. Valera was recognized in 2013 as the first recipient of the James Hunnicutt's Parking Professional of the Year. The award is to recognize the individual's contribution to the advancement of the parking industry. He also received the 2012 International Parking Institute Chairman's Award in recognition of his contribution to the association. Mike Drow, CAPP Senior Vice President, Technology Integration Mike Drow is the Senior Vice President, Technology Integration at SP+. In his position, Mike is responsible for leading the identification and implementation of technologies into our various service lines and operating groups. He leads our efforts in electronic marketing and permitting, implementation of central command operating services, and providing consulting services on technology MIAto clients. 1&11 Prior to joining SP+, Mike worked for an oil and chemical logistics company and an equipment leasing company, holding various positions in project management, finance, information technology, strategy, business development, and operations. Mike is a Co-Chair of the International Parking Institute (IPI) Technology and Sustainability Committee and is certified as a Certified Administrator of Public Parking (CAPP), Project Management Professional (PMP) and in Production and Inventory Management (CPIM). The -- --- -- -- -- Page 15 �._..J Request for Proposals for Parking Management Services at Ft Worth Convention Center and Will Rogers Center RFP No. 15-0276 ^, C,1 MUNICIPAL SERVICES ` {=3 IPI Technology and Sustainability committee is delegated the responsibility to provide technical information to members and member organizations regarding development of new, cutting-edge technology and how it may be employed in various aspects of the parking industry. The Parking Technology Committee also contributes to the technical library of IPI. Mike received a BS degree in Mechanical Engineering from Purdue University and an MBA degree from DePaul University, where he focused on entrepreneurship and operations management. Steve Resnick, CAPP Vice President, Municipal Services Steve Resnick supports the West and South operating divisions of SP Plus Corporation. As a municipal Subject Matter Expert, Steve is responsible for regional support and strategic planning for all states and cities west of the Mississippi and up through British Columbia. Steve has served in a variety of professional capacities for the Company including Operations, Marketing and Business Development, during his twenty (20) year parking industry career. A proven leader and facilitator, Steve has been responsible for and/or participated as a key executive (and quarterback) in several notable contract awards covering on and off-street parking management services. Steve works closely with the Company's regional PR firms, specialized consultants, and MBE/WBE/DVBE partners while navigating local, regional and national political landscapes to advance the Company's relevant municipal causes and contracts. Throughout a vast territory, Steve and his regional teams have partnered successfully with several joint venture partners to pursue large scale municipal contracts, including T2 Systems, XEROX, Duncan Solutions and others. Brian P. Scoggins, CAPP Director of Municipal Services As Director of Municipal Services, Brian carries more than 30 years of parking experience including 25 years as the City of Orlando Parking Operations Manager, he is a Certified Administrator of Public Parking (CAPP) and has direct experience managing and directing all the activities for parking garage and surface lot operations, special event parking, studies and surveys, enforcement, violations processing and collection, accounting and every other aspect of parking systems. Brian serves on the board of advisors for the International Parking institute. Brian will be involved in the implementation process as well as providing ongoing oversight of the operation. __-. --- - --- --- - - - - ---- Page 16 j Request for Proposals for Parking Management Services at Ft Worth Convention Center and Will Rogers Center RFP No. 15-0276 MUNICIPAL SERVICES Organizational Chart Rob Toy Executive MUNICIPAL SERVICES Vice President Roamy Valera,CAPP Senior Vice President, Chris Conley Municipal&Institutional Services Senior Vice President Mike Drow Senior Vice President, 11 Technology Integration Steve Resnick, CAPP Vice President, Jeff Jones Municipal Services M Vice President Brian Scoggins, CAPP L ------ Director, i Municipal Services ---------------------- Brad Conner The SP+Municipal Services Senior Manager Team will provide ongoing management and operational assistance to the City of Fort Worth throughout the duration of the contract. Chunilal Ramseepaul Senior Facility Manager 77 Janet Van SlykeWilliam Barnes Facility Manager Id Facility Manager Ft.Worth Convention Center Will Rogers Memorial Center Additional information on the staffing and organizational structure for each segment of these operations is outlined in detail below. Detailed Plan of Approach (Each Facility) Convention Center Garages —Houston - Commerce Street("CCG") SP+ provides parking services to various guests visiting the City of Fort Worth and using the two (2) Convention Center parking facilities. Guests include, but are not limited to those attending Page 17 Request for Proposals for Parking Management Services at Ft Worth Convention Center and Will Rogers Center RFP No. 15-0276 O% MUNICIPAL SERVICES conferences and conventions in the Convention Center, events in the Coliseum, Graduations, various Hotel guests and valet operations as may be required from time to time by events using the Convention Center. In addition, both facilities provide monthly parking for various businesses and City staff. The Houston Street Facility working with the Omni Fort Worth Hotel valet operation provides parking for various valet events, as well as overnight parking for hotel guests. The Houston Street Facility is the designated facility for those serving on jury duty. Both the Houston Street and Commerce Street Facilities provide coupons for reduced parking 'to City of Fort Worth employees. CCG Operation (Staffing of the Houston and Commerce Street Facilities include): Facility Manager; Assistant Facility Manager; Two (2) Supervisors; One (1) Bookkeeper; One (1) Ticket Auditor; One (1) Cash Auditor (includes WRMC locations); Three (3) Attendants; Additional cross-trained staff members from other SP+ locations are used for large events and valet events as necessary. The Houston Street and Commerce Street Facilities are fully automated using technology to serve various guests using the facilities. The Houston Street Facility is equipped with two (2) walk up Pay on Foot stations accepting cash, credit cards and validations. Commerce Street is equipped with credit card only Pay-in-Lane units. Both locations have card readers that are used by monthly parkers. The Houston Street Facility has in addition to proximity readers, Bar Code readers for use by valets, overnight hotel guests and events that pre-purchase event passes. The Houston and Commerce Street facilities have two (2) methods of operation, Variable Rate and Event Operation. Variable rate operation applies when a guest pulls a ticket and pays the parking fee due based on the pre-programmed rate structure and exits the facilities either using the same technology or a cashier staffed in a booth. Event-based operations for large events have customers paying a flat parking fee upon arrival. The Facility Manager meets with various Convention Center staff to determine expected demand for the parking facilities and operation for those events. The Houston and Commerce Street Facilities are in event operation approximately thirty-five (35) days per year. SP+ management personnel working closely with Public Events Convention Center staff enables SP+ to maintain adequate labor to meet and exceed customer service exceptions. With information provided by Public Events, SP+ forecasts the necessary labor and staffing requirements for each event, as well as daily staffing requirements. SP+ management (using cross-trained staff from other locations and our Stromberg system) is able to adjust and meet last minute staffing demands as necessary. CCG Labor Forecasting and Cost Containment SP+, having operated these facilities for the past five (5) years has the history and data regarding staffing requirements and event staffing. We are able to project staffing needs accordingly based on events of the past. We meet with Public Events Staff and Convention - ---— -- Page 18 Request for Proposals for Parking Management Services at Ft Worth Convention Center and Will Rogers Center RFP No. 15-0276 ti �+ = (� MUNICIPAL SERVICES ft7/ TEX P5. Center Staff to update attendance for those events, including events using other types of transportation; such as hotel shuttles or bus services to attend events at the Convention Center and hotels. SP+ provides an annual labor budget based on the staffing requirements from historical data and previous history. This planning includes (in addition to SP+ staff) sub-contracted staff members such as Police Officers for traffic control and additional attendants for assisting guests into parking spots or locations. Factors that can cause an adverse forecast are new events without correct data or events that are not familiar with Fort Worth. These events are sometimes added during a month when labor forecasting costs are low. The addition of the new events will cause labor costs to exceed mutually approved budgeted costs. However, these events will also have a positive effect to our revenue projections. In any case, to maximize efficiency in staffing, we use our Stromberg automated payroll management system to ensure our Managers are able to quickly assess staffing levels, attendance, and hours worked at their locations on a daily basis. Will Rogers Memorial Center("WRMC") The Will Rogers Memorial Center Campus is approximately 135 acres with various ingress and egress lanes providing parking services to guests 360 days a year. There is no other parking operation of its kind to learn or adapt policy from past experience. Our Will Rogers operations are a little more complex, as our staff members are greeting transient customers attending equestrian events, livestock shows, museums and single-day events held in various locations on the Campus. Often, these events are taking place on the same day or days and times. The WRMC operation is very unique insofar as the guests that use the parking facilities and the demands placed on the parking staff. This is not to say there are no other equestrian type facilities that charge for parking; however, the fees are all typically the same and there are in some facilities entrances and exit areas that are able to restrict certain traffic. SP+ provides parking services to these guests with the exception of the annual Stock Show. Various events held at this Campus include, but are not limited to, large and small equestrian events, single and multiple day events, visitors to five (5) museums and the Community Arts. Various school districts with as many as seventy-five (75) buses for a single event attend events at the various museums and the Will Rogers Memorial Center throughout the year. Major events such as the Cowtown Marathon, where participation of up to 25,000 people in attendance over three (3) days, are held each year at the Will Rogers Memorial Center. WMRC Operation (Staffing WRMC) Senior Facility Manager; Facility Manager; Five (5) Supervisors; One (1) Ticket Auditor; One (1) Cash Auditor; One (1) Porter; Seventeen (17) Attendants, and additional cross- trained staff form other SP+ locations as necessary. The WRMC Campus is fully automated and can operate in event or variable rate mode. The Campus can also be divided into variable rate and event operations as needed. The Western Request for Proposals for Parking Management Services at Ft Worth Convention Center and Will Rogers Center RFP No. 15-0276 O_ QLD j MUNICIPAL SERVICES Heritage Garage operates in variable rate primarily while providing guests an Option parking fee. SP+ Managers meet weekly with WRMC staff to discuss upcoming events for the week and month. Decisions are made at those meetings regarding traffic flow, event and/or variable rate operation. In addition, our Managers work closely with WRMC Event Coordinators and equestrian event planners daily regarding parking related issues and changes. With the installation of technology and the acceptance of the method of operation, SP+, using data and history from past events, has been able to utilize the technology to reduce labor costs from previous when there was no technology available. WRMC Labor Forecasting and Containment SP+ has managed the parking operations at the WRMC Campus for the past five (5) years. In addition to our Stromberg System, SP+ has the history and data from previous years that enable efficient labor forecasting. During equestrian season for example, half of the Campus operates in event and the other half is in variable rate mode. On the majority of weekends, the entire Campus with the exception of the Western Heritage Garage, is in event operation. WRMC Organizational Structure Plan of Approach The SP+ team includes the Senior Manager and Facility Managers, and meets, plans and schedules each event that takes place at our locations. After meeting with various Public Events staff and WRMC staff, we collectively determine and understand their goals and we implement the appropriate plans and schedules accordingly. The SP+ Fort Worth Regional Management Team is comprised of fourteen (14) Managers and Assistant Managers who oversee approximately fifty (50) operations in and around Fort Worth. After meeting with WRMC and Houston-Commerce Managers, the Senior Manager (if necessary) will include other Fort Worth Managers and their crossed-trained staff to assist with events. All current Fort Worth Managers have assisted with events at WRMC and the Convention Center Facilities. In the event additional management and staff is necessary for an event, the Senior Manager will obtain additional staff from the Vice President and Regional Manager, ensuring events are fully-staffed from surrounding cities. Labor cost is always a factor when planning and staffing events. Event operation is the most labor-intensive form of operation and the most expensive. Event operations to meet the demand of traffic flow and customer satisfaction metrics include Managers, Supervisors, Cashiers, Flaggers, Attendants and cash handlers. SP+ management personnel with in-depth knowledge of the events will staff these events within the current budget. At our WRMC locations there are many times that the event has changes to its operation. This has a direct effect on staffing. SP+ will adjust staff and at times, change operational methods from variable to event to meet the demands of a given event. This approach at times can have an adverse effect on the labor cost. For SP+ to minimize such changes, our team members, along with WRMC staff, meet with the various equestrian events prior to their event date so we all have a full understanding of their exceptions related to parking. Page 20 Request for Proposals for Parking Management Services at Ft Worth Convention Center and Will Rogers Center RFP No. 15-0276 ?11,-TA, C� O MUNICIPAL SERVICES Demand Tracking and Forecasting Event Parking, Traffic Control and Pedestrian Access: We will utilize our knowledge, innovation and collaborative capacities as key components when working with and on behalf of the City of Fort Worth to create successful event plans for the subject parking garages and lots. Our team members, enhanced with the support of our Event Logistics Subject Matter Experts at SP+ GAMEDAY have extensive experience with event parking, traffic and pedestrian access management, and transportation services. Our firm plans for and has the ability to foresee and mitigate traffic and parking issues before any disruption occurs. That's key to these operations given how busy these venues are as a general rule, let alone during events and evening/weekend activity. As a holistic master parking and transportation planner, advisor and provider, SP+ GAMEDAY is the only A to Z General Contractor for all event and venue parking and transportation needs. Together, with and on behalf of City, the SP+ team will create efficient traffic management plans, establishing communication with relevant agencies such as the Police and Fire Departments, and the City's traffic engineers, to ensure smooth operations on the front lines. In fact, we anticipate working closely with the City Oust as we do now) to coordinate all of the constituencies involved in the City's large-scale event parking operations, from presenters, attendees, politicians, VIP's and media, to employees and vendors, to transportation providers and law enforcement. Moreover, our operating systems and strategies reduce traffic congestion, carbon emissions and visitor stress on public streets while increasing garage and lot revenues—and that's a win-win outcome for everyone involved. Traffic and Circulation: We combine proven success with scalable traffic control services that can be tailored to venues of all sizes, whether operating year-round or on a more limited, event- specific basis. Our expertise includes but is not limited to the following components: Vehicular Traffic Management, Pedestrian Traffic Management, Way-Finding Signage Planning and Placement, Permit Management, Staffing Management, Maintenance of Traffic Device Plan, Online Booking for Parking and Transportation, Vehicle Screening, Management of Access Control Points, Communications and Sustainability Planning. In short, we have the hands-on experience at the Fort Worth Convention Center and Will Rogers Memorial Center to understand what traffic control components are required for events and operations of all sizes, the resources to ensure courteous staffing and appropriate placement, and proprietary tools to seamlessly facilitate revenue collections and vehicular movement. We have the expertise to bring all of these elements together for the City of Fort Worth to deliver a customer experience that's second to none. Proposed Service Quality Program Our Employees (Ambassadors) are the prime facilitators of our operating and service platforms and are expected achieve certain performance levels for which goals, objectives and standards have been established. Our Ambassadors receive periodic evaluations as a method for ongoing training, measurement for rewards and ensuring we deliver quality service. Please see the I _ 'Page 21 L J Request for Proposals for Parking Management Services at Ft Worth Convention Center and Will Rogers Center RFP No. 15-0276 MUNICIPAL SERVICES L<�✓ - .TEXAS h . following Key Performance Indicators and protocol as an example. These programs can be further customized for the City of Fort Worth and accompany a mutually approved set of KPI's. Public Relations and Customer Service: Whether in uniform or out, or engaged in front-line activities, a Parking Ambassador is usually easily recognizable. Therefore, the Ambassador must be professional and on their best behavior at all times. SP+ Ambassadors shall freely offer assistance to the public when called upon or when an obvious situation exists that requires help. Examples: answering questions related to parking policies, providing information on events, giving directions, offering assistance with disabled vehicles, comforting the sick, hurt or elderly until help arrives, resolving conflicts to the best of their ability, and helping in situations that are obvious or deemed necessary. Emergency Assistance: If a situation arises where medical assistance or police assistance is needed, the Ambassador must contact their supervisor or call 911 depending on the severity of the situation. Independent judgment must be used before contacting 911. This should be done before administering any first aid or assistance to ensure help is on the way. All safety precautions will be used. We augment our training programs with a multi-faceted monitoring system designed to ensure satisfactory on-the-job performance. Training Compliance. To guard against any new employees "slipping through the cracks," our corporate training department monitors compliance reports to verify that each new employee has participated in the appropriate training programs. In-house Auditing. Members of our in-house auditing team visit locations on an annual basis to evaluate employee performance in technical and customer service proficiency. Senior Manager Audits. Senior managers supplement our in-house audits by performing their own regional audits three times a year. Customer Surveys. Customer surveys are routinely/randomly conducted so our parkers can provide direct feedback and observations regarding the quality of our employees. Customer Inquiries: Our on-site management personnel are specifically trained to be highly visible and readily available to respond to any and all questions that patrons may have. In addition, our on-site management staff will establish and maintain direct, "proactive" relationships with the various stakeholders to determine exactly what specific needs they may have, and then devise whatever programs are necessary to satisfy those needs. This one-on- one approach reinforces our dedication to customer service. Administering Customer Complaints: We employ prudent complaint abatement procedures. SP+ provides our personnel, including our in-office staff, with City of Fort Worth-specific complaint abatement protocol that will be further bolstered by our extensive operational and customer service training, as referenced below. We will augment our training program to - -------- -- - — :Page 22 Request for Proposals for Parking Management Services at Ft Worth Convention Center and Will Rogers Center RFP No.15-0276 �a MUNICIPAL SERVICES include site-specific complaint abatement procedures, while employing a multi-faceted monitoring system designed to ensure satisfactory on-the-job performance. Recognizing and Rewarding Exceptional Customer Service: Our Kudos Program: To reward an employee's exceptional customer service or exceeding operational standards as noted by co-workers, managers and customers, we'll feature the employee in our corporate communications and on our Intranet. The employee will also receive a certificate of appreciation and a gift card. The employee's manager can additionally authorize the employee to select a gift through a designated online thank you service. Professional Education: Adding to our expertise and customer service capabilities, we are committed to the development of tomorrow's parking professionals (our employees, at all levels) through the International Parking Institute, and many of our existing employees hold the distinguished IPI CAPP designation, and/or are currently enrolled in the program. Page 23 Request for Proposals for Parking Management Services at Ft Worth Convention Center and Will Rogers Center RFP No. 15-0276 i I i INNOVATION OPERATION' vo Coo a o n. N 9 N U Q. D cn 7 mumspplus.com p: MUNICIPAL SERVICES _J Proposer's Ability, Capacity and Skill As referenced in Tab 5 — Recent Experience, through our five (5) year incumbency operating the Fort Worth Convention Center and Will Rogers Memorial Center parking facilities, SP+ has developed and possesses a comprehensive, in-depth working knowledge of all City of Fort Worth parking services, operations and requirements that are necessary to manage these facilities efficiently and profitably on behalf of the City. We have the ability, capacity, skill and resources to staff, administer and successfully operate these facilities. This includes maintaining productive working relationships with key Stakeholders. Our value proposition for the City is based on strict adherence to the Scope of Work, and enables the City to meet and exceed all of its objectives from and after the RFP while offering seamless, uninterrupted parking operations and ancillary contract services to the Fort Worth public and out of town visitors; with an eye towards future roll outs, innovation and integration. Municipal Parking Subject Matter Expertise Another key distinction about our firm is the fact that our sole focus at SP+ Municipal Services is the provision of parking management services to municipalities, institutions, and governmental agencies, and with over 200 such organizations as our clients, including the City of Fort Worth, we are the most experienced municipal parking managers in the country. SP+ has a dedicated team of municipal parking Subject Matter Experts led by Roamy R. Valera, CAPP (Certified Administrator of Public Parking), Senior Vice President of Municipal and Institutional Services for SP+, a 25-year industry veteran and the 2013 recipient of the International Parking Institute's "Parking Professional of the Year" award and the current Chair Elect of IPI. Roamy is supported by a vast team of CAPP professionals, including Brian P. Scoggins, CAPP, Director of Operations — with over thirty (30) years of experience as the Director of Parking for the City of Orlando, FL, Steve Resnick, CAPP, Vice President of Municipal Services — with twenty (20) years of industry experience, Mike Drow, CAPP, Senior Vice President of Technology and Integration —with more than ten (10) years' experience, among several others. No other parking management company has this level of municipal parking expertise in-house. In fact, each of our regions throughout the country has a dedicated Municipal team, and these individuals have been hand-picked by Messrs. Valera and Scoggins to articulate our Company's public sector messaging and comprehensive public parking program agenda. International Parking Institute CAPP Program The CAPP credential is a program of the International Parking Institute (IPI) and is administered through the independent CAPP Certification Board of IPI in cooperation with the University of Virginia. Respected worldwide as the leading credential in parking - -�Page 24 Request for Proposals for Parking Management Services at Ft Worth Convention Center and Will Rogers Center RFP No. 15-0276 MUNICIPAL SERVICES `3yiTFXPS�^_ CAPP is respected worldwide as the leading credential in parking. CAPPs - represent the best of the industry, leading with innovation, professionalism, and expertise; providing service; and demonstrating competence as they advance the parking profession. The CAPP designation is meant to assure stakeholders (employers, regulators, consumers, and the public) that the credentialed parking professional has demonstrated an established level of competence in the field. The CAPP Program, like the industry, is keeping pace and making changes to u!lifl ensure that the CAPP credential reflects the management skills and advanced rrY technology required of today's parking professionals. These changes will ? hRGTNU maintain CAPP's high standards, better reflect the expertise and skills needed by today's parking professionals, and lower the cost and the travel demands on those who seek to earn the CAPP credential. Proposer's Financial Strength SP Plus Corporation, a publicly traded company (NASDAQ:SP), presently operates approximately 4,200 parking facilities and municipal operations throughout the United States and Canada. We manage more than 2,000,000 parking spaces and have approximately 25,000 team members. Our financial statements are public information. On behalf of our clients (public and private sector) we collect more than $4 Billion in Annual Revenues. SP Plus Corporation's most recent audited financial statements are available from our web site: http://www.spplus.com/. Outstanding loans/debts are described in the financial statements. Public Company Attributes i The City of Fort Worth can rely on our transparent, audit-tested reporting capabilities, which are part and parcel of a well-executed, t responsible, and stringently administered government contract, as well as our demonstrated financial capacity, and strategic relationships. 1 As a public company subject to the requirements of the Securities Exchange Act of 1934 and the Sarbanes-Oxley Act, we adhere to accounting, internal control and reporting standards that are more rigorous than those typically followed by our non-public competitors. Audit Platform Under the direction of our Board's Audit Committee, our Internal Audit Department plays an instrumental role in ensuring that the Company meets the aforementioned standards. The Department's work includes the documentation of all business processes, control design analysis, key control identification and ongoing testing of controls for operational effectiveness. Page 25 Request for Proposals for Parking Management Services at Ft Worth Convention Center and Will Rogers Center RFP No. 15-0276 _0 MUNICIPAL SERVICES ,r^v, �" r TExPS� The Internal Audit Department also oversees identification and testing of the company's entity- level controls, including the Company's Code of Ethics and other high-level controls that ensure the integrity of our business processes and financial statements. Managing this process puts the Internal Audit Department in touch with virtually every aspect of our business, and thus helps to assure our clients that their parking facilities are properly managed and controlled. Willingness to Accept Proposed Contract Terms and Begin Full Operations 2/1/16 SP+ is willing to accept the proposed contract terms and provisions subject to the following responses, notations and suggested language from our Legal Department. This information can also be found in Tab 7. We are fully prepared to begin (continue) full operations on February 1, 2016, as we are the incumbent Operator and are currently operating the subject parking facilities. Article 8 — Liability and Indemnification CONTRACT EXCEPTION: Sections 8.1 and 8.2 should be consistent with each other. In each section, Operator's obligations should be with respect to its "negligent acts or omissions, malfeasance or intentional misconduct . . . ." In addition, the word "subagreementors" in Section 8.2 should be replaced with "subcontractors". Section 9.3— Right of Review and Audit CONTRACT EXCEPTION: Copy costs should be reimbursable. Article 11 -Termination CONTRACT EXCEPTION: In each instance where a party is given the opportunity to cure, SP+ asks to add "or an additional reasonable period if [such party] is proceeding with diligence to cure the default . . ." Section 11.4. Equipment CONTRACT EXCEPTION: This should be revised to match Section 11.3 of the current contract, and a provision similar to Section 11.6 of the current contract should be added (providing Operator the right to remove its Equipment after termination or expiration of the contract). Section 12—City's Responsibilities CONTRACT EXCEPTION: SP+ asks that the following be added: • City will be responsible for all structural maintenance of the parking facilities. • OPERATOR shall be responsible for payment directly to the tax collector of any parking or sales tax based on gross receipts collected by OPERATOR. CITY shall be responsible for payment directly to the tax collector of the parking or sales tax on any cash collected by CITY or its agents. In addition, each party hereto agrees to defend, indemnify and hold harmless the other party hereto, with respect to any and all loss, costs (including attorney's fees), penalties, and all other liability whatsoever -- - -- -- — — ---- -- - -- --- — J Page 26 F Request for Proposals for Parking Management Services at Ft Worth Convention Center and Will Rogers Center RFP No. 15-0276 MUNICIPAL SERVICES �n arising out of any breach of the respective sales tax payment obligations set forth herein. Section 18—Notices CONTRACT EXCEPTION: Please remove item (2), as Operator does not accept Notices via facsimile transmission. Section 19— Independent Contractor CONTRACT EXCEPTION: "OPERATOR" is misspelled twice in this section ("OPERTOR"). Also, the sentence regarding the doctrine of Respondeat Superior should be mutual as in the current contract Section 19. 24.1. of the RFP- Insurance Section— Basic Coverage Lines and Applicable Policy Limits SP+ will endeavor to deliver certificates of insurance 10 days prior to expiration. SP+ can guarantee that the certificates will be delivered prior to expiration but not 10 days. 24.6. of the RFP - Insurance Section Policies shall be endorsed to provide the City of Fort Worth a thirty (30) day notice of cancellation, material change in coverage, or non-renewal of coverage. Applicable policies shall also be endorsed to name the City of Fort Worth as an additional insured, as its interests may appear (AIIMA). SP+, not our insurance carriers will endeavor to provide a 30 day notice to client of cancellation, non-renewal, or material change. 24.6. of the RFP- Insurance Section The Proposer shall carry insurance in the types and amounts for the duration of this agreement as listed in the in this Section and Professional Services Agreement, Section 7 to this RFP, and furnish certificates of insurance along with copies of policy declaration pages and policy endorsements as evidence thereof. SP+ cannot provide copies of the declaration pages; however, SP+ will provide certificates of insurance with the necessary endorsements but not declaration pages. Page 27 Request for Proposals for Parking Management Services at Ft Worth Convention Center and Will Rogers Center RFP No. 15-0276 I INNOVATION IN OPERATION' 7 D C O Q 'w 15 O www.spplus.com • + MUNICIPAL SERVICES U WhySP+ for Parking ? LE 42 2 Z E \ / CL �- & I ` . 2 M . 5 ( \/ . 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Z5 0 m `° U U Co Q U U Sl a-) U (/� Q C • • • J LL N 0 0 U t o `n >, E a) E 0 'ca 0) 12 U 0 Q O_ O U O) E m a) 'i O O E a) U Z3 a) U ,> 'Ej� U > U "a c o m uoi c a) a0i C :� N '— U U Q (B 2:> OEU a' ECr _0 � Ln U Q U o OU E Q m m Y J D- -0 o u N N U 0 x M f6 o m � o INN®VATI0N l ,,+ 0PERATI0N' CD ` 0 0- www.spplus.com EXHIBIT A"RFP" FORTWORTH, r PURCHASING DIVISION REQUEST FOR PROPOSALS(RFP) for PARKING MANAGEMENT SERVICES at FORT WORTH CONVENTION CENTER AND WILL ROGERS MEMORIAL CENTER RFP No. 15-0276 Issued: July 29,2015 PROPOSAL SUBMISSION DEADLINE: *r**!'*September 3,2015 by 1:30PM Local Time�YYrrYx NO LATE PROPOSALS WILL BE ACCEPTED RESPONSES SHALL BE DELIVERED TO: RESPONSES SHALL BE MAILED TO: CITY OF FORT WORTH PURCHASING DIVISION CITY OF FORT WORTH PURCHASING DIVISION LOWER LEVEL LOWER LEVEL 1000 THROCKMORTON STREET 1000 THROCKMORTON STREET FORT WORTH,TEXAS 76102 FORT WORTH,TEXAS 76102 NAME AND ADDRESS OF COMPANY A Pre-proposal conference will be held August 12, SUBMITTING PROPOSAL: 2015 at 2:00 p.m.,in the Cactus Room,at the Will Rogers Memorial Center in the Amon G. Carter Exhibits Building FOR ADDITIONAL INFORMATION REGARDING THIS RFP PLEASE CONTACT: Eryck Walker,Senior Buyer Eryck.walker@fortworthtexas.gov fortworthtexas.gov Contact Person: RETURN THIS COVER SHEET WITH Title: RESPONSE TO: Phone: ( ) Fax:( ) Eryck Walker,Senior Buyer Email: Purchasing Division Financial Management Services Department Signature: Printed Name: Acknowledgment of Addenda: #1 #2 #3 #4 #5 REQUEST FOR PROPOSALS The City of Fort Worth(City) is requesting proposals for qualified parking operators for the management and operation of the City-owned parking facilities located at the Fort Worth Convention Center and Will Rogers Memorial Center. 1.0 SUBMISSION OF PROPOSALS 1.1 One(1)original, six(6)copies, and one(1)Digital Portable Document Format(pdf)on a flash drive of all Proposal documents shall be submitted in sealed package. Proposer's name and address should be marked on the outside of the package. Facsimile transmittals or offers communicated by telephone will not be accepted or considered. Proposal information that is not submitted in sealed packages will not be considered. 1.2 Mail or Deliver Responses to the Following Address: City of Fort Worth Purchasing Division 1000 Throckmorton Street,Lower Level Fort Worth,Texas 76102 2.0 DELIVERY OF PROPOSALS Proposals must be received in the City's Purchasing Division no later than 1:30 p.m., September 3,2015. The submitting Proposer is responsible for the means of delivering the proposals to the location listed in paragraph 1.2 on time. Delays due to any instrumentality used to transmit the Proposals including delay occasioned by the Proposer or the City's internal mailing system will be the responsibility of the Proposer. Proposals must be completed and delivered in sufficient time to avoid disqualification for lateness due to difficulties in delivery. The time and date stamp clock in City's Purchasing Division is the official clock for determining whether submittals are submitted timely. Late Proposal documents will not be accepted under any circumstances. 3.0 PROPRIETARY INFORMATION 3.1 If a Proposer does not desire proprietary information in the Proposal to be disclosed, it is required to identify all proprietary information in the Proposal. This identification will be done by individually marking each page with the words "Proprietary Information" on which such proprietary information is found. If the Proposer fails to identify proprietary information, it agrees that by submission of its Proposal that those sections shall be deemed non-proprietary and made available upon public request. 3.2 Proposer's are advised that the City, to the extent permitted by law, will protect the confidentiality of their Proposals. Proposer shall consider the implications of the Texas Public Information Act, particularly after the Request for Proposals (RFP) process has ceased and the Contract has been awarded. While there are provisions in the Texas Public Information Act to protect proprietary information, where the Proposer can meet certain evidentiary standards, please be advised that a detennination on whether those standards have been met will not be decided by the City, but by the Office of the Attorney General of the State of Texas. In the event a request for public information is made, the City will notify the Proposer, who may then request an opinion from the Attorney General pursuant to 552.305,Texas Government Code. The City will not make a request of the Attorney General. RFP 15-0276 Parking Management Services,Due Date: 9/03/2015 Page 2 of 51 4.0 COMPLETION OF RESPONSES 4.1 Information presented in the Proposals will be used to evaluate the professional qualifications of the Proposer(s) and to determine the Proposer(s) which will be selected to provide professional services to the City. 4.2 Responses shall be completed in accordance with the requirements of this RFP. Statements made by a Proposer shall be without ambiguity, and with adequate elaboration,where necessary,for clear understanding. 4.3 Proposals shall be limited to a maximum of 35, 8-1/2"X 11"pages(one side only and including cover letter) using a font size no smaller than 11 point and one inch margins. 4.4 Responses shall include forms Attachment A, Conflict of Interest Disclosure and Attachment B,References. 5.0 CLARIFICATIONS AND ISSUANCE OF ADDENDA 5.1 Any explanation, clarification, or interpretation desired by a Proposer regarding any part of this RFP must be requested from Eryck Walker, Senior Buyer, at least fifteen (15) days prior to the published submission deadline,as referenced in Section 2.0 of this RFP. 5.2 If the City, in its sole discretion, determines that a clarification is required, such clarification shall be issued in writing. Interpretations, corrections or changes to the RFP made in any other manner other than writing are not binding upon the City,and Proposers shall not rely upon such interpretations, corrections or changes. Oral explanations or instructions given before the award of the Contract are not binding. 5.3 Requests for explanations or clarifications may be faxed to the City at(817) 392-8440 or emailed to eryck.walker n,fortworthtexas.gov. Emails and Faxes must clearly identify the RFP Number and Title. 5.4 Any interpretations, corrections or changes to this RFP will be made by addendum. Sole issuing authority of addenda shall be vested in the City's Purchasing Division. Proposers shall acknowledge receipt of all addenda within the responses. 6.0 WITHDRAWAL OF PROPOSALS A representative of the company may withdraw a Proposal at any time prior to the RFP submission deadline, upon presentation of acceptable identification as a representative of such company. 7.0 AWARD OF CONTRACT 7.1 It is understood that the City reserves the right to accept or reject any and all Proposals and to re-solicit for Proposals, as it shall deem to be in the best interests of the City. Receipt and consideration of any Proposals shall under no circumstances obligate the City to accept any Proposals. If an award of contract is made, it shall be made to the responsible Proposer whose Proposal is determined to be the best evaluated offer taking into consideration the relative importance of the evaluation factors set forth in the RFP. RFP 15-0276 Parking Management Services,Due Date: 9/03/2015 Page 3 of 51 7.2 The City reserves the right to award a single contract or multiple contracts by section listed in the Scope of Work. 7.3 Tentative Schedule of Events RFP Release Date July 29,2015 Pre-Submittal Meeting August 12,2015,2:OOpm(Local Time) Deadline for Questions August 14,2015,5:OOpm(Local Time) Response to Questions August 19,2015 Proposals Due Date September 3,2015 by 1:30 PM(Local Time) Evaluation of Proposals September 4-September 25,2015 Contract Negotiations September 25—October 9,2015 City Council Consideration November 10,2015 Notice to Proceed(anticipated) December 1,2015 8.0 PERIOD OF ACCEPTANCE Proposer acknowledges that by submitting the Proposal, Proposer makes an offer that, if accepted in whole or part by the City, constitutes a valid and binding contract as to any and all items accepted in writing by the City. The period of acceptance of proposals is one hundred and eighty (180)calendar days from the date of opening,unless the Proposer notes a different period. 9.0 TAX EXEMPTION The City of Fort Worth is exempt from Federal Excise and State Sale Tax;therefore,tax must not be included in any contract that may be awarded from this RFP. 10.0 COST INCURRED IN RESPONDING All costs directly or indirectly related to preparation of a response to the RFP or any oral presentation required to supplement and/or clarify a Proposals which may be required by the City shall be the sole responsibility of and shall be borne by the participating Proposers. 11.0 NEGOTIATIONS The City reserves the right to negotiate all elements that comprise the successful Proposer's response to ensure that the best possible consideration be afforded to all concerned. 12.0 CONTRACT INCORPORATION The contract documents shall include the RFP, the Response to the RFP, the City's Professional Services Agreement and such other terms and conditions as the parties may agree. 13.0 NON-ENDORSEMENT If a Proposal is accepted, the successful Proposer, hereinafter "Contractor," shall not issue any news releases or other statements pertaining to the award or servicing of the agreement that state or imply the City of Fort Worth's endorsement of the successful Proposer's services. 14.0 UNAUTHORIZED COMMUNICATIONS After release of this solicitation, Proposers' contact regarding this RFP with members of the RFP evaluation, interview or selection panels, employees of the City or officials of the City other than the Purchasing Manager, the Minority Women and Business Enterprise (MWBE) Office, or as RFP 15-0276 Parking Management Services,Due Date: 9/03/2015 Page 4 of 51 otherwise indicated is prohibited and may result in disqualification from this procurement process. No officer, employee, agent or representative of the Proposers shall have any contact or discussion, verbal or written, with any members of the City Council, members of the RFP evaluation, interview, or selection panels, City staff or City's consultants, or directly or indirectly through others, seek to influence any City Council member, City staff, or City's consultants regarding any matters pertaining to this solicitation,except as herein provided. If a representative of any Proposers violates the foregoing prohibition by contacting any of the above listed parties with whom contact is not authorized, such contact may result in the Proposers being disqualified from the procurement process. Any oral communications are considered unofficial and non- binding with regard to this RFP. 15.0 PROPOSAL EVALUATION PROCESS 15.1 An Evaluation Committee will review and evaluate RFP responses in accordance with this RFP. 15.2 RFP responses that deviate substantially from the requirements of the RFP may be rejected. 15.3 The City anticipates selecting Proposer(s) that will be recommended to the City Council for award of a contract to provide the requested services to the City. 15.4 The Evaluation Committee will review Proposer's references and criteria to select Proposer candidates for onsite interviews. 15.5 The City reserves the right to reject any or all proposals. 16.0 PROPOSAL EVALUATION FACTORS 16.1 Total Management Fee,a maximum of 10 points available 16.2 Total Proposed Operating budget to include all reimbursable expenses including labor costs, processing fees, bank charges, liability insurance, etc., a maximum of 20 points available 16.3 Recent experience, satisfactory to the Review Committee, (within immediate five year period)in managing and operating parking facilities similar to the Fort Worth Convention Center and Will Rogers Memorial Center, a maximum of 30 points available. 16.4 Responsiveness and feasibility of proposed Business Plan considering overall approach/philosophy to providing the service, proposed contract team and organizational structure, detailed plan of approach with specific reference to expertise in total cost control and management, particularly labor cost forecasting and cost containment, demand tracking and forecasting.(including major tasks and subtasks), and proposed service quality program,a maximum of 20 points available 16.5 Proposer's ability,capacity,skill and financial strength to provide service and willingness to accept proposed contract terms and begin full operations no later than February 1, 2016. Proposer must be able to obtain all necessary permits and licenses required by all governmental entities and must furnish proof of ability to obtain adequate liability insurance acceptable to the City of Fort Worth,a maximum of 20 points available RFP 15-0276 Parking Management Services,Due Date: 9/03/2015 Page 5 of 51 17.0 ASSIGNMENT The Contractor shall not assign its rights or duties under an award without the prior written consent of the City. Such consent shall not relieve the assignor of liability in the event of default by its assignee. 18.0 ERRORS OR OMISSIONS Proposers shall not be allowed to take advantage of any errors or omissions in this RFP. Where errors or omissions appear in this RFP, Proposers shall promptly notify the City's Purchasing Division in writing of such error or omission it discovers. Any significant errors, omissions or inconsistencies in this RFP are to be reported no later than ten(10) days before time for the RFP response is to be submitted. 19.0 TERMINATION 19.1 If this award results in a contract, it shall remain in effect until contract expires, delivery and acceptance of products and/or performance of services ordered or terminated by the City with a thirty (30) day written notice prior to cancellation. In the event of termination, the City reserves the right to award a contract to next lowest and best Proposer as it deems to be in the best interest of the City. 19.2 Further, the City may cancel this contract without expense to the City in the event that funds have not been appropriated for expenditures under this contract. The City will return any delivered but unpaid goods in normal condition to the Proposer or pay for the goods, at the City's sole direction. 20.0 TERMINATION REMEDIES AND CANCELLATION Right to Assurance. Whenever the City has reason to question the Contractors intent to perform, the City may demand that the Contractor(s) give written assurance of Contractors intent to perform. In the event a demand is made, and no assurance is given within ten(10)calendar days, the City may treat this failure as an anticipatory repudiation of the contract. 21.0 CHANGE ORDERS No oral statement of any person shall modify or otherwise change or affect the terms, conditions or specifications stated in the resulting contract. All change orders to the contract will be made in writing by the City's Public Events Department and approved by City Council if dollar amount is over$50,000.00. 22.0 VENUE The agreement(s) will be governed and construed according to the laws of the State of Texas. The agreement(s) is (are) performable in Tarrant County, Texas. Venue shall lie exclusively in Tarrant County,Texas. 23.0 CONFLICT OF INTEREST No public official shall have interest in this contract, in accordance with Vernon's Texas Codes Annotated,Local Government Code Title 5, Subtitled C.,Chapter 171. (see Attachment A) RFP 15-0276 Parking Management Services,Due Date: 9/03/2015 Page 6 of 51 24.0 INSURANCE REQUIREMENTS 24.1 Insurance Section — Basic Coverage Lines and Applicable Policy Limits. The successful bidder must provide a certificate of insurance documenting the required insurance coverage(s)listed below within 10 days of notice of award and at least 10 days prior to policy expiration date (s). Insurance coverage(s) required herein are intended to respond to occurrences which may arise from services and/or goods related to this bid solicitation. 24.2 Statutory Workers' Compensation Insurance and Employer's Liability Insurance at the following statutory limits: $100,000 Each Accident $500,000 Disease—Policy limit $100,000 Disease—Each Employee Workers' Compensation and Employers' Liability coverage with limits consist with statutory benefits outlines in the Texas Workers' Compensation Act (Art. 8308-1.01 et seq. Tex. Rev. Civ. Stat.) and minimum policy limits for Employers' Liability subject to change should statutory limits be revised. 24.3 Commercial General Liability Insurance shall be provided as follows: $1,000,000 Each Occurrence $2,000,000 Annual Aggregate Coverage shall include but not be limited to premises/operations, independent contractors, products/completed operations, personal injury, and contractual liability. Insurance shall be provided on an occurrence basis, and as Comprehensive as the current Insurance Services Office (ISO) policy. In some instances, Errors & Omission coverage may be included by endorsement. Coverage shall also include damage to assets, equipment and infrastructure caused by negligence or poor maintenance. 24.4 Auto Liability Insurance shall be provided as$1,000,000 Combined Single Limit Each Accident.A commercial business policy shall provide coverage on "Any Auto," defined as autos owned,hired and non-owned. 24.5 Garage Keepers Liability Insurance $1,000,000 each accident on a combined single limit basis 24.6 Policies shall be endorsed to provide the City of Fort Worth a thirty(30)day notice of cancellation,material change in coverage,or non-renewal of coverage. Applicable policies shall also be endorsed to name the City of Fort Worth as an additional insured, as its interests may appear(AIIMA). 24.7 Certificates of Insurance and Endorsements affecting coverage required by this clause shall be forwarded to: City of Fort Worth Purchasing Division—RFP No. 15-0276 1000 Throckmorton Street Fort Worth,Texas 76102 RFP 15-0276 Parking Management Services,Due Date: 9/03/2015 Page 7 of 51 The Proposer shall carry insurance in the types and amounts for the duration of this agreement as listed in the in this Section and Professional Services Agreement, Section 7 to this RFP, and furnish certificates of insurance along with copies of policy declaration pages and policy endorsements as evidence thereof. 25.0 CONTRACT CONSTRAINTS AND CONDITIONS 25.1 All services shall be provided in accordance with applicable requirements and ordinances of the City, laws of the State of Texas,and applicable federal laws. 25.2 The Contract(s) awarded from this RFP shall be executed for a five (5) year initial term with five(5)one-year options to renew at the City's sole discretion. 25.3 The proposed contract has been provided in this RFP. Proposers must submit any objections to the contract provisions along with responses. 26.0 MINORITY BUSINESS ENTERPRISE PROVISIONS: A waiver of the goal for MBE/SBE subcontracting requirements was requested by the Purchasing Division and approved by the Minority/Women Owned Business Enterprise(M/WBE)Office, in accordance with the Business Diversity Enterprise(BDE)Ordinance,because the purchase of goods or services is from sources where subcontracting or supplier opportunities are negligible. 27.0 PAYMENT All payment terms shall be"Net 30 Days"unless specified in the proposal. 27.1 Service provider shall invoice no more frequently than monthly for services provided. 27.2 Invoices shall be submitted to the City department designated by the City. Service Provider shall submit separate monthly invoices. Invoices shall indicate the purchase order or purchase change order number. Invoices shall be itemized and Service provider shall mail, deliver or send electronically invoices to Buyer's Department and address as set forth in the block of the purchase order, purchase change order or release order entitled "Ship to." Payment shall not be made until the above instruments have been submitted after delivery and acceptance of the goods and/or services. 27.3 Successful proposers are encouraged to register for direct deposit payments prior to providing goods and/or services using the forms posted on the City website at http://www.fortworthtexas.gov/finance. 28.0 SCOPE OF WORK The Proposer, at a minimum, must submit a proposal that will achieve and maintain the performance outcomes listed below, consistent with acceptable standards otherwise agreed to through an agreement resulting from this RFP. Proposer may also propose to achieve additional performance outcomes beyond those minimally required. The term Proposer shall hereinafter be referred to as the"Operator"or"Parking Operator". 28.1 Minimum Qualifications. Parking operators who have directly managed at least two (2) parking facilities with multiple and simultaneous events, utilizing pay on entry and pay on exit scenarios with a minimum of 4,000 spaces at one location, for a minimum of two years within the last five years, are qualified for consideration of award of a contract to RFP 15-0276 Parking Management Services,Due Date: 9/03/2015 Page 8 of 51 operate the parking facilities. Proposers not meeting the minimum qualifications will be disqualified. 28.2 Term of Operating Agreement. The term of the Operating Agreement will be for a period of five (5) years. The City will reserve the right to extend the Operating Agreement for five(5) additional terms of one year each,upon the same terms and conditions, and upon thirty 30 days written notice by the City prior to the expiration of the current term. In the event the Parking Operator is requested to continue operation of the parking facilities after expiration of the Operating Agreement, such continuance shall be construed to be a tenancy from month-to-month, on the same terms and conditions as set forth in this RFP and the Operating Agreement. The Parking Operator will work cooperatively with a successive contractor in the event another operator assumes management of the parking services upon termination of the Operating Agreement to insure a successful transition. 28.3 Method of Compensation. The selected Parking Operator shall be paid a fixed monthly management fee for the operation of the parking facilities, plus compensation for budgeted operating expenses. Operating expenses shall be reimbursed during the month for which they are incurred in accordance with proposed budget submitted by Parking Operator and accepted by City. However, no budget item shall be exceeded without written authorization from the City as specified in the proposed contract. Costs that exceed budget without written authorization from the City will not be reimbursed. The selected Parking Operator shall be paid a fixed fee for start-up costs in accordance with proposed start-up costs included in the proposed budget. The proposed budget must include all salary and labor costs. 28.4 Parking Facility Operations. The City will be contracting for operation of the parking facilities for the activities described in this section. The scope of work consists of all aspects of operating the parking facilities, including but not limited to, maintenance of facilities including all activities related with ongoing operation of the facility including electrical, plumbing,janitorial and other activities relating to the upkeep of the parking assets on an ongoing basis related to the functional and efficient operation of the parking assets, revenue collection and control, parking enforcement, and staffing. The Parking Operator is expected to begin performing these services on February 1, 2016, but may be asked to begin earlier if necessary to provide a transition period from the current operator. All costs incurred by the Parking Operator from the award of the contract through September 30, 2016 shall be included in Attachment C2, including the Parking Operator's management fee. The parking facilities will be operated and maintained in a manner consistent with that of a First-Class Project. For purposes of this RFP, a First-Class Project is one which upholds quality standards one would come to expect of a premium, parking garage and lots in a large city or major metropolitan area. 28.4.1 Parking Rates and Hours of Operation 28.4.1.1 The maximum permissible rates to be charged for parking are determined by the City Council of the City of Fort Worth,as published in the annual schedule of fees and charges. 28.4.1.2 Hours of Operation are determined to accommodate the scheduled events at the Fort Worth Convention Center,Will Rogers Memorial Center and adjacent museums and Community Arts Center. RFP 15-0276 Parking Management Services,Due Date: 9/03/2015 Page 9 of 51 28.4.1.3 Public Events Department retains the right to negotiate rates with facility licensees for parking fees and use of parking facilities for special events. 28.4.1.4 Parking revenue collection may at times be pay on entry,via pay stations, pay on exit or a combination thereof to accommodate parking requirements for events. The operation under this contract, is for a period of 11 months per annum at the Will Rogers Memorial Center because the facility is contracted to the Fort Worth Stock Show and Rodeo for a period of 30 days (mid-January through Mid- February)and 12 months per annum at the Fort Worth Convention Center. 28.4.2 Garage Plan and Access. The parking facilities(see attached maps—Attachment «E") Will Rollers Memorial Center Location Approximately Harley Lot 1,428 West Lot 546 East Coliseum Lot 150 North Richardson/Bass Lot 525 Amon Carter Garage 410 Cattle Barn Lot 250 John Justin Garage(upper level) 365 Equestrian Center Garage(lower level) 101* Western Heritage Garage 1,117 Will Rogers Circle 100 Auditorium Lot 100 Museum Lot** 280 Total 5,372 *Equestrian Center Garage only available February-June at maxintuin xx Museum Lot currently under contract to Museum of Science&History Fort Worth Convention Center Location Commerce Street Parking Garage: 750 spaces on six levels 250 maximum monthly parkers(250 current) Hourly/daily/monthly rates Pay on exit normal operation Pay on entry for special events Equipped with two Express Park automated pay stations in the exit lanes,and RV spaces on the north side Lot#1 21 spaces Lot#2 44 spaces Houston Street Parking Garage: 1,054 spaces on 11 levels ls`floor has 18,200 square feet retail space Two pay on foot stations in garage lobby and two Express Park automated pay stations in the exit lanes. RFP 15-0276 Parking Management Services,Due Date: 9/03/2015 Page 10 of 51 Accepts cash and credit cards at attendant booths and pay on foot stations Hourly/daily/monthly rates Pay on exit for normal operation Pay on entry for special events Monthly parkers 400 maximum Serves as self-parking lot and overflow valet parking for Omni Fort Worth Hotel Other parking spaces, lots or garages may be added, reduced or eliminated at either facility at the sole discretion of the City. In the event the parking assets are increased or decreased, the management fee will remain the same, however, a revised budget of reimbursable expenses will be proposed and a contract amendment will be executed with regard to adjustments to the operating budget. Any increases to the proposed budget in excess of$50,000 will require City Council approval. 28.5 Monthly Parking. The parking facilities are to be operated as a public parking facility with the primary focus being the short-term parking needs of the public in the vicinity of the parking facilities and the attendees of the Fort Worth Convention Center, Omni Hotel, Will Rogers Memorial Center,adjacent museums and Community Arts Center. Monthly parking is permitted to the extent that transient parking is not negatively impacted. Monthly customers may be provided proximity key cards or other pertinent identification to access the parking facilities. The City will authorize the number of parking permits at the rate set forth in the Schedule of Fees and Charges. 28.6 Validation Program. The City currently has a validation program with City staff, Omni Hotel, Cultural District Stakeholders and other entities. The Parking Operator will be expected to sell coupons or devises and program the revenue management equipment at the rates established by the City. 28.7 Stang Requirements. Upon commencement of the Operating Agreement, the Parking Operator will be expected to provide staffing for parking facilities and a staffing schedule which clearly defines the number of proposed employees and corresponding work schedules. The Parking Operator shall ensure that all new employees undergo a pre- employment background check prior to commencement of employment. Parking staff are prohibited from performing duties while under the influence of alcohol or illegal drugs or, if performance is impaired, while under the influence of lawfully prescribed or over-the-counter drugs. Parking Operator must have a written drug and alcohol policy comparable to the policy adopted by the City. 28.7.1 The following are job descriptions of key personnel: 28.7.1.1 Parking Manager: The Parking Operator will employ an on-site Parking Manager at each facility to oversee the parking operations of the parking facilities and work cooperatively with City staff. This manager shall maintain a highly visible presence within the parking facilities, including weekends and periods with high usage, and shall be responsible for overseeing all aspects of the parking operations, including but not limited to, daily revenue collection and deposits, supervising, planning, and scheduling all aspects of employee duties, hiring and dismissing of employees, evaluating employee performance, counseling and disciplining employees, investigating and responding to customer complaints, resolving conflicts, and overseeing the operation of the revenue control. The Parking Manager shall oversee the removal RFP 15-0276 Parking Management Services,Due Date: 9/03/2015 Page 11 of 51 of cash from the parking facilities and ensure that the parking facilities are sufficiently staffed at all times. The Parking Manager will be expected to recommend operational enhancements to City staff and to provide revenue forecasts for any proposed parking rate adjustments. 28.7.1.2 The Parking Manager shall perform a written performance evaluation of each staff member's performance at least once during a twelve month period and other required supervisory duties. Said evaluation shall be available for inspection by City staff upon request. A copy of the employee evaluation form must be provided with the Proposer's submitted Proposal. 28.7.1.3 The Parking Manager will be responsible for conducting routine inspections of the parking facilities on a daily basis. The daily lot inspections should be documented in the form of a checklist or log and must be available to City staff upon request. These inspections shall include, but not be limited to, facility maintenance, cleanliness, safety hazards,public safety,proper functioning of revenue control equipment, attendant performance, and cash and accounting audits. It is expected that the Parking Manager will ensure that all problems within the parking facilities are promptly addressed and corrected. 28.7.1.4 Should the Parking Operator find it necessary or desirable to replace the Parking Manager following the commencement of the Operating Agreement, the City Manager or his or her designee shall have the right to reject the selection of a replacement Parking Manager. 28.7.1.5 Assistant Parking Manager: The Assistant Parking Manager shall be responsible for supporting the Parking Manager in all aspects of the parking facilities operations, including but not limited to, overseeing the administration of the parking office, developing procedures, processing paperwork, planning work schedules, reviewing and approving documents, monitoring employee performance and counseling employees, coordinating employee work activities, counting money, investigating revenue discrepancies, auditing employee and customer use of monthly key cards, ensuring that revenues collected are accurately recorded and properly secured, coordinating bank deposits, reviewing and preparing parking revenue reports, conducting parking facility inspections, responding to customer concerns and complaints, coordinating parking enforcement with City staff and ensuring that the parking facilities are sufficiently staffed at all times. 28.7.1.6Cashiers: The cashiers collect parking fees in the parking facilities. Responsibilities shall include, but not be limited to, issuing parking tickets, collecting parking fees, completing revenue and shift forms, providing information and directions to customers, daily sweeping of all parking facilities, including entrance and exit ramps, picking up trash debris, sweeping and mopping the garage stairwells, cleaning and maintaining the area immediately surrounding garage elevators and escalator core, cleaning the parking offices, emptying waste baskets, cleaning and emptying ashtrays, touch-up painting, directing traffic and placing and removing directional sign stands, parking barricades and RFP 15-0276 Parking Management Services,Due Date:9/03/2015 Page 12 of 51 traffic cones. This position will involve heavy interaction with the public. 28.8 Employee Training and Development: The Parking Operator must provide a formal training program for all new hires to develop their knowledge, skills and abilities for achieving quality work performance. The program should involve classroom and field instruction and encourage employee participation. The training program shall include, but not be limited to, cashier training, reporting procedures, lot maintenance and safety inspections, ticket transactions, professional conduct, customer service and effective communication techniques, dispute handling, emergency procedures, and safety and security measures as well as strategies for dealing with diverse population and types of events. The Parking Operator shall provide refresher training courses to existing employees every six months. A copy of the Training Program Manual must be submitted with the proposal. 28.9 Employee Quality of Service: The Parking Operator shall maintain the highest degree and standards of courtesy on the part of its employees. All employees must perform assigned duties in an orderly and professional manner. Employees must always be respectful of others and not engage in profanity or unsafe or illegal behavior. 28.10 Uniforms and Appearance: The Parking Operator must furnish all employees with weather appropriate uniforms, consistent with industry standards. No t-shirts will be permitted. Employees must be attired in clean uniforms bearing the Parking Operator's company name, and be well-groomed at all times while on duty. Closed toe shoes or athletic shoes will be worn at all times (sandals and open-toed shoes will not be permitted). Hats are optional, but no hat will be worn with any promotion, logo, or advertisement. Hats must be clean and free of rips, holes or tears. Employees shall wear name tags to clearly identify themselves to the public and to City staff. 28.11 Elevator and Escalator Core: Regular pedestrian ingress and egress to the garages are through the elevator and escalator core with landings on each floor of the garages. Maintenance and repair of the escalators, elevators, light fixtures and art work within the elevator lobbies and escalator landing areas is provided by the Parking Operator and is funded through the parking system budget,as approved by the City. 28.12 Security Services: The Parking Operator is not responsible for providing regular security services; however, the Parking Operator shall monitor security cameras and promptly notify the City and the owner whenever problems or unusual circumstances occur regarding security,security equipment or security issues within the parking facilities. 28.13 Scope of Maintenance Services: The selected Parking Operator shall maintain the parking facilities in good order, condition and repair consistent with that of a First-Class Project. Should the parking facilities not be properly maintained according to the standard acceptable to the City and that of a First-Class Project, the City reserves the right,after reasonable notice and opportunity to cure,to clean the parking facilities and/or perform repairs or necessary maintenance activities. The City will deduct the cost of these services from the monthly compensation due to the Parking Operator. 28.13.1 Procurement: Purchases of materials and supplies that will be reimbursed by City shall be subject to the procurement policies, ordinances and state laws applicable to City. RFP 15-0276 Parking Management Services,Due Date: 9/03/2015 Page 13 of 51 28.13.2 Cleaning: The Parking Operator shall remove all papers, debris, refuse and surface waters and thoroughly sweep paved areas on a daily basis. The stairwells shall be swept and cleaned on a daily basis. No garbage or trash shall be permitted to accumulate, except in covered containers of a type approved by the City. The Parking Operator shall provide for regular trash collection services so as to maintain a clean and safe condition within the garage and the parking facilities. Trash receptacles shall be cleaned, as needed. The Parking Operator shall remove all oil and grease deposits from the parking surface on an as-needed basis. 28.13.3 Power Sweeping: Power sweeping shall be performed at the direction of the City and the Parking Operator shall be reimbursed for any direct expenses incurred. A written estimate must be approved by the City prior to service being rendered. 28.13.4 Steam Cleaning: Steam cleaning shall be performed at the direction of the City, and the Parking Operator shall submit in the budget a line item for steam cleaning. 28.13.5 Entrances: The Parking Operator shall maintain, repair, and replace parking area entrance, exit and directional signs, markers and lights required for safety and consistent with that of a First-Class Project. The Parking Operator shall periodically paint the curbs within the parking facilities to maintain a clean appearance. All work described in this paragraph shall be performed at the direction of the City and Parking Operator shall submit in the budget a line item for entrances. 28.13.6 Lighting and Back-up Generator: The Parking Operator shall clean lighting fixtures and re-lamp and re-ballast them as needed. The parking facility shall be kept lighted for security purposes seven days each week and uniformly distributed throughout the parking facility. Light bulbs shall be replaced no later than 24-hours from the time of failure. All work described in this paragraph shall be performed at the direction of the City and Parking Operator shall submit in the budget a line item for lighting. Back-up generators should be tested regularly according to the manufacturers' preventative maintenance recommended schedule. 28.13.7 Signage: The Parking Operator shall clean, maintain, re-lamp and repair all existing signs in the parking facility, including parking rate signs, directional and other signage related to parking functions. The Parking Operator is not responsible for the directional signage pertaining to the elevator and escalator core, pedestrian only landing areas and elevator lobbies. The Parking Operator may be required by the City to provide additional signage in the parking facilities from time to time, at the City's expense, subject to the approval of the City before installation. All work shall be performed at the direction of the City and Parking Operator shall submit in the budget a line item for signage. 28.13.8 Graffiti Removal: The Parking Operator will be required by the City to remove graffiti from the parking facilities and paint and touch up garage surfaces and fixtures, as necessary. The City will require that the Parking Operator utilize the most recent technology to adequately remove graffiti and paint over damaged areas to ensure that the work is commensurate with that of a First-Class Project. RFP 15-0276 Parking Management Services,Due Date: 9/03/2015 Page 14 of 51 All work shall be performed at the direction of the City and Parking Operator shall submit in the budget a line item for graffiti removal. 28.13.9 Fire Alarm Monitoring: The Parking Operator shall respond appropriately to the activation of the fire alarm system within the parking facilities. 28.13.10 Other Services: The City reserves the right to request the Parking Operator to perform other services in special circumstances,the initial cost of which shall be assumed by the Parking Operator. The cost for these services will be reimbursed to the Parking Operator for the month incurred upon presentation of substantiating invoices,provided the Parking Operator obtained prior written approval from the City to perform these services at an agreed-upon price. Such services may include,but are not limited to,the purchase of equipment and supplies,the installation of materials and equipment,and the performance o special maintenance activities in connection to the operation of the garage. 28.13.11 Rights Reserved: The City reserves the right to perform services in special circumstances. Such services may include, but are not limited to,the operation of the parking facilities 29.0 REQUIREMENTS 29.1 GENERAL REQUIREMENTS FOR GARAGE OPERATIONS 29.1.1 Operations Office: A central office and a records retention area is provided by the City in the Western Heritage Parking Garage at Will Rogers Memorial Center and in the Houston Street Parking Garage at Fort Worth Convention Center. A 24-hour telephone service shall be maintained for emergency contact with the Parking Operator. The selected Parking Operator shall provide this number to the City Manager or his or her designee and shall notify the Department of any changes. The selected Parking Operator shall ensure that the emergency number is answered at all times and that a response to any call will be provided within 30 minutes. 29.1.2 Reserved Spaces: No spaces shall be reserved for patrons or businesses without prior written approval by the City. 29.1.3 Restriction on Use: The Parking Operator, in its operation of the parking facilities, shall be subject to all orders, directions or conditions issued by the City, and all Federal, State, and Municipal Laws, Regulations and Codes. Other uses, including but not limited to storage of vehicles, film permit related usage, public and private events, and retail or wholesale commercial activities, are permissible only with a written request to and advance approval by the City. 29.1.4 Improvements and Alterations: No improvements, structures, facilities, alterations or additions shall be made in, to or upon the parking facilities by the Parking Operator without the prior written consent of the City Manager or his or her designee. 29.1.5 Non-Parking Revenues: The Parking Operator shall not enter into any agreements concerning non-parking uses of the parking facilities without the prior written consent of the City Manager or his or her designee. Non-parking uses include, but are not limited to, product promotions or commercial RFP 15-0276 Parking Management Services,Due Date: 9/03/2015 Page 15 of 51 advertising on City property or on ticket stock. Any revenues generated by such non-parking uses shall be identified and reported each month as part of the total revenue from the garage. 29.2 PROPOSED MONTHLY COMPENSATION FOR THE OPERATION AND MANAGEMENT OF THE PARKING FACILITIES. 29.2.1 For the management and operation of the parking facilities as outlined under Sections 28 Scope of Work and Section 29 Responsibilities, the proposer should propose to charge the City a monthly compensation. The monthly compensation shall be a fixed monthly management fee for the operation of the parking facilities, plus compensation for budgeted operating expenses. Operating expenses shall be reimbursed within 30 days of receipt of the invoice for the month for which they are incurred in accordance with Attachment C1. However, no budget item shall be exceeded without written authorization from the City. The selected Parking Operator shall be paid an hourly rate for any "as needed" parking personnel assigned to other parking facilities owned or operated by the City in accordance with the proposed hourly rates listed in Attachment C3. 29.2.2 The proposed monthly compensation must be accompanied by supporting documentation in the form of a detailed cost breakdown itemizing all operating and maintenance expenses. Further, this cost breakdown must contain a sufficient level of detail to clearly justify the compensation requested. The proposer must complete and submit as an attachment to the response to the RFP Proposed Monthly Compensation for Operation of the Fort Worth Convention Center and Will Rogers Memorial Center/Cultural District Parking Garage(s)and Facilities.A sample cost breakdown spreadsheets are provided in Attachment C1, C2, and C3. Detailed cost summaries may not include costs for employee bonuses or holiday gifts. 29.2.3 The selected Parking Operator will be paid a fixed compensation for the management fee,to be paid in twelve equal monthly installments.In addition,the Parking Operator will be reimbursed for all direct operating expenses in the approved budget. Operating expenses shall not exceed any budgeted line item without written authorization from the City. For parking personnel services provided at other City owned or operated parking facilities,the City shall pay the Parking Operator in accordance with Attachment Cl. 29.2.4 In addition,the proposer should submit the proposed cost to the City for one-time compensation for the start-up costs pertaining to staff recruitment, training, and pre-employment background checks. The one-time compensation should be included in the proposer's operating budget as a reimbursement during the first month of parking operations. Said one-time compensation must be accompanied by supporting documentation in the form of a detailed cost breakdown itemizing all expenses and must contain a sufficient level of detail to clearly justify the compensation. The proposer must complete and submit Attachment C-2 - Proposed Start-up Costs and Projected Labor Cost 29.3 BANK DEPOSIT OF REVENUES 29.3.1 Revenue Control, Collection, and Deposit Procedures: The Parking Operator shall implement revenue control procedures which account for parking fees collected and deposited, vehicles parked in the facility, tickets issued and RFP 15-0276 Parking Management Services,Due Date: 9/03/2015 Page 16 of 51 collected, and lost tickets. Daily reports and logs, which contain the name of the parking personnel who open and close the garage and lots, opening and closing ticket numbers, opening and closing car counts, time of opening and closing, time of change of shifts, and list of overnight vehicles with amount due, shall be maintained. Daily audits shall be conducted by the Parking Operator,in addition to monthly reporting, complete audits, and surprise field audits shall be conducted periodically by the Operator. The Parking Operator will be required to implement a secure system for collecting and moving cash from the pay stations and parking booths to the on-site Parking Management Offices. The Parking Operator shall ensure that all collected revenues are accurately counted and must provide a safe(s) and security devices that will prevent theft or expose pilferage. A copy of the Revenue Control, Collection, and Deposit Procedures must be included as part of the Parking Operator's Proposal. 29.3.2 Bank Deposit of Gross Revenues: The Parking Operator is responsible for the safekeeping of parking revenues at all times, including overnight and weekends, until they have been picked up by the armored transport carrier. The Parking Operator shall complete deposit documents and seal all funds (check, cash and coins) in an approved bank bag of all gross revenues collected daily from the parking facility . The Parking Operator shall transmit the daily listing of deposits to Treasury Department electronically immediately following the pick-up by the armored car service. The Parking Operator's deposit of gross revenues due to the City is delinquent if not transported via the city-contracted armored transport carrier at the designated pick-up day of all revenue collected from the date of the last pick up to the day before the pick-up upon which the revenues were collected. If the deposit is delinquent, for over 3 calendar days after the due date,the Parking Operator may be assessed up to ten percent (10%) of the amount of gross revenues due. The City shall have the right to attach or garnish the parking Operator's Performance Bond to cover the amount due and late payment charges. 29.3.3 Change Fund: The Parking Operator shall be issued a change fund in order to maintain adequate starting banks and for the purposes of managing daily activities. The change fund account shall cover all change or replenishment needed for the parking booths and pay stations. Parking Operator is responsible for the safekeeping of the change find and should conduct regular audits of the change funds, including periodic and surprise audits. 29.4 PERFORMANCE CRITERIA AND MONITORING 29.4.1 Lot Operation Start-Up Penalties: The selected Parking Operator will enter into an Operating Agreement with the City and shall be required to commence operation of the parking facilities in accordance with the start-up date stipulated in the resultant Operating Agreement. Should the Parking Operator fail to commence operation of the parking facilities in compliance with the start-up date, the City reserves the right to assess the Parking Operator penalties in the amount of$15,000 per day. The selected Parking Operator will work with the City's current vendor to ensure a seamless transition. 29.4.2 Meetings Between Parking Operator and City Management Meetings between the Parking Operator and responsible City staff will be held,at the direction of the City each month or at least once per quarter or at a mutually agreed RFP 15-0276 Parking Management Services,Due Date: 9/03/2015 Page 17 of 51 upon site, at a mutually agreed upon time. This meeting will review all fundamental operations performance indices and any other key operational issue which the City requests to have presented. Key performance data include all items specified in 29.4.5 using the (monthly performance summary) consolidated into a quarterly review document, also a gap analysis between performance level and operational targets will be discussed and reviewed and action items drawn up to close the gaps reviewed at each of these meetings 29.4.3 Problem and Complaint Abatement/Maintenance of a Written Log: The Parking Operator shall resolve any operational problems and/or patron complaints and accurately report these problems and/or complaints to the City within twenty-four hours and follow up with a written report within ten days of the incident. The Parking Operator shall maintain a written log of all complaints, injuries and accidents, security problems, damage to the facilities and equipment, and other unusual incidents occurring on the parking facilities. The Parking Operator shall note the location, dates and times, as well as the action taken or the reason for non-action. The log shall be available for inspection by the City staff at all reasonable times and consistent with established retention schedules. 29.4.4 Reporting Requirements: The Parking Operator will be required to submit monthly reports as deemed necessary. 29.4.5 Monthly Summary of Parking Operations: A Monthly Summary of Parking Operations Report shall be turned in no later than the fifteenth of the month following the reporting period. Information to be reported includes, but is not limited to, the parking utilization of the parking facilities and permitted non- parking uses, corresponding revenues, payment due the Parking Operator and/or the City, ticket usage, unusual incidents occurring in the garage such as security problems, damage to facilities or equipment, citizen complaints, and other actions that are noteworthy but not specifically covered in other reports. The report should also include recommendations for revenue enhancements. These reports are to be submitted to the City. 29.4.6 Incident: Any occurrences in the parking facilities involving fire and law enforcement authorities or reports of personal injury resulting from incident(s) in the parking facilities shall be immediately reported to the Transportation & Public Works (TPW) Parking Services Manager and Public Events Director or his or her designees and must be followed by a written incident report and submitted to the TPW Parking Services Manager and Public Events Director or his or her designees within seven calendar days of any such incident. 29.4.7 Approved Uses of the Parking Facilities Other Than Regular Fee Parking: The Parking Operator will be required to immediately advise the City,of the nature of any requests for use of the parking facilities other than for regular fee parking. Any such use shall be approved in advance,in writing,by the City. 29.4.8 Parking Operator's Books and Records/Audits and Inspections: After execution of the Operating Agreement, City staff will meet with the Parking Operator to review record keeping methodologies in place and recommend changes, as necessary to ensure adequate reporting to the City. RFP 15-0276 Parking Management Services,Due Date: 9/03/2015 Page 18 of 51 29.4.9 At any time during normal business hours and as often as the City may deem necessary,the Parking Operator shall make available to the City for examination, all books, ledgers,journals and accounting records which reflect receipts derived from the operation of the garage as well as accounting records pertaining to expenditures relative to the operation and maintenance of the parking facilities. The City shall have the authority to audit, examine and make excerpts or transcripts from records, including but not limited to, all contracts, invoices, materials, payrolls, records of personnel, conditions of employment and other documents or statistical data relating to the operation of the parking facility. 29.4.10 The aforementioned records,and all source documents, including,but not limited to tickets/ticket stubs,receipt for monthly parking, logs,validation receipts, daily bank deposit slips, invoices of services and other related records, should be retained by the Parking Operator for a period of not less than three (3) years or until the examination of the source documents are completed and the audit reports are finalized. Destruction of records must be authorized in writing by Public Events department, Transportation & Public Works Parking Services and Records Management. 29.4.11 In the event that the Parking Operator fails to provide the City with the requested documents, including but not limited to books, ledgers, journals, accounting records or source documents during the examination and audit, the Parking Operator shall be fined a penalty of$10,000 and the City shall have the right to terminate the Operating Agreement. 29.4.12 In the event that the City discovers any unreported revenues during the examination and audit, the Parking Operator will pay the City the entire unreported amount and a penalty of five hundred dollars ($500) for every incident, and one percent (1%) accrued interest per month. An additional one percent(1%) interest may apply until the requested unreported revenue(s) is/are fully paid. The Operating Agreement may also be terminated as a result of the discovered unreported revenue(s). 29.4.13 The City reserves the right to dispatch auditors of its choosing to the parking facilities. The Parking Operator shall provide an adequate private working area for the City's auditor. The auditor(s)shall have ready access to a photocopy and facsimile machine. The auditor(s) shall be allowed to interview any employees of the Parking Operator. 29.4.14 The selected Parking Operator shall agree that examination of the Parking Operator's books and records are made in accordance with generally accepted auditing standards applicable in the circumstances and that as such, said examination does not require a detailed audit of all transactions. Testing and sampling methods may be used in verifying reports submitted by the Parking Operator. Deficiencies ascertained by the use of such testing and sampling methods, by applying the percentages of error obtained from such testing and sampling to the entire period under examination, will be binding on the Parking Operator and shall be admissible in court to prove any amounts due the City from the Parking Operator. This shall not prevent the Parking Operator from producing all actual records and figures in court to rebut the sampling method. The City shall then conduct an audit of all the records for the audit period. In the event the deficiency ascertained is 2% or more of the amount reported to the City,the Parking Operator shall pay the City for the entire cost of the audit. RFP 15-0276 Parking Management Services,Due Date:9/03/2015 Page 19 of 51 29.4.15 Parking Operator Performance: The City may conduct annual evaluations (Attachment G) of the Parking Operator's performance during the term of the contract. Evaluations will be based on a number of criteria, including the quality of the work product or service performed, revenue controls, cost containment, labor forecasting, facility management, the timeliness of performance, financial issues, and the expertise of personnel that the Parking Operator assigns to the contract. Annual evaluations will be considered prior to approval of any extension of the term of the agreement. 29.5 Valet Services: The City desires to provide valet services upon request for certain events. Proposers must submit a proposal for the management and operation of the exclusive valet services at the Will Rogers Memorial Center and the Fort Worth Convention Center Parking Garages. 30.0 EQUIPMENT Prior to the commencement of parking operations,the selected Parking Operator shall be required to purchase certain equipment and supplies to operate the parking facilities in a manner consistent with that of a First-Class Project,as detailed below: 30.1 Parking Management Office: The parking facilities contain two Parking Management Offices located in the Houston Street Parking Garage and Western Heritage Parking Garage. The selected Parking Operator will be required to equip the Parking Management Offices with adequate resources, including but not limited to, office furniture, personal computers, printers, telephones, office safe(s), facsimile machine, photocopy machine, time clock, and any other equipment or materials necessary to effectively administer the office. The equipment shall remain the property of the Parking Operator unless costs are reimbursed by the City. Equipment purchased by Parking Operator and reimbursed by the City is considered City property. 30.2 Radios: The Parking Operator will be required to obtain two-way radios or similar devices to facilitate communications between managers, supervisors, and parking staff. Costs associated with the two-way radios shall be at the Parking Operator's sole expense and such equipment will remain the property of the Parking Operator. All radios or similar devices shall be operational during business hours. 30.3 Revenue Control Equipment: The parking facilities are furnished with an Amano- McGann revenue control system and remotely linked to the City, Department of Transportation & Public Works, Parking Services Division and Public Events Department. The Parking Operator will provide City access to the revenue control equipment as deemed necessary by City. The Parking Operator will enter into a maintenance service contract for preventative maintenance and emergency service of the revenue control equipment which costs will be reimbursed by the City. The Parking Operator will be required to oversee the operation of the revenue control equipment on a daily basis and work closely with the contract service vendor and the City to ensure that the equipment is fully operational during special events and high-volume periods. The Parking Operator will be required to monitor the service and repair of the revenue control equipment, including recording the removal of revenue control equipment parts by the service vendor, maintaining an accurate spare parts inventory and insure the system is Payment Card Industry data security standard(PCI compliant). RFP 15-0276 Parking Management Services,Due Date: 9/03/2015 Page 20 of 51 The Parking Operator and its personnel will be expected to be trained in the proper use of the revenue control equipment and related software and the ability to generate comprehensive reports, including but not limited to, revenue and validation reports, occupancy counts and monitoring, equipment functions, and parking facilities usage counts. Parking Operator shall be financially responsible for any damages to the revenue control equipment due to negligence. All maintenance costs in excess of$5,000 must be approved by City in advance. RFP 15-0276 Parking Management Services,Due Date: 9/03/2015 Page 21 of 51 ATTACHMENT A CONFLICT OF INTEREST DISCLOSURE REQUIREMENT Pursuant to Chapter 176 of the Local Government Code, any person or agent of a person who contracts or seeks to contract for the sale or purchase of property, goods, or services with a local governmental entity (i.e. The City of Fort Worth) must disclose in the Questionnaire Form CIQ ("Questionnaire") the person's affiliation or business relationship that might cause a conflict of interest with the local governmental entity. Bylaw,the Questionnaire must be filed with the Fort Worth City Secretary no later than seven days after the date the person begins contract discussions or negotiations with the City, or submits an application or response to a request for proposals or bids, correspondence, or another writing related to a potential agreement with the City. Updated Questionnaires must be filed in conformance with Chapter 176. A copy of the Questionnaire Form CIQ is enclosed with the submittal documents. The form is also available at http://wwvv.ethics.state.tx.us/forms/CIQ.pdf. If you have any questions about compliance,please consult your own legal counsel. Compliance is the individual responsibility of each person or agent of a person who is subject to the filing requirement. An offense under Chapter 176 is a Class C misdemeanor. RFP 15-0276 Parking Management Services,Due Date: 9/03/2015 Page 22 of 51 CONFLICT OF INTEREST QUESTIONNAIRE FORM CIQ For Proposer or other person doing business with local governmental entity OFFICE USE ONLY This questionnaire is being filed in accordance with chapter 176 of the Local Date Received Government Code by a person doing business with the governmental entity. By law this questionnaire must be filed with the records administrator of the local government not later than the 7th business day after the date the person becomes aware of facts that require the statement to be filed. See Section 176.006, Local Government Code. A person commits an offense if the person violates Section 176.006,Local Government Code. An offense under this section is a Class C misdemeanor. 1. Name of person doing business with local governmental entity. 2. ❑ Check this boa if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than September 1 of the year for which an activity described in Section 176.006(a),Local Government Code, is pending and not later than the 7th business day after the date the originally filed questionnaire becomes incomplete or inaccurate.) 3. Describe each affiliation or business relationship with an employee or contractor of the local governmental entity who makes recommendations to a local government officer of the local governmental entity with respect to expenditure of money. 4. Describe each affiliation or business relationship with a person who is a local government officer and who appoints or employs a local government officer of the local governmental entity that is the subject of this questionnaire. RFP 15-0276 Parking Management Services,Due Date: 9/03/2015 Page 23 of 51 CONFLICT OF INTEREST QUESTIONNAIRE FORM CIQ For Proposer or other person doing business with local governmental entity Page 2 5. Name of local government officer with whom filer has affiliation or business relationship. (Complete this section only if the answer to A,B,or C is YES.) This section, item 5 including subparts A, B, C&D, must be completed for each officer with whom the filer has affiliation or business relationship. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income from the filer of the questionnaire? ❑ Yes ❑ No B. Is the filer of the questionnaire receiving or likely to receive taxable income from or at the direction of the local government officer named in this section AND the taxable income is not from the local governmental entity? ❑ Yes ❑ No C. Is the filer of this questionnaire affiliated with a corporation or other business entity that the local government officer serves as an officer or director, or holds an ownership of 10 percent or more? ❑ Yes ❑ No D. Describe each affiliation or business relationship. 6. Describe any other affiliation or business relationship that might cause a conflict of interest. 7. Signature of person doing business with the governmental entity Date RFP 15-0276 Parking Management Services,Due Date:9/03/2015 Page 24 of 51 ATTACHMENT B REFERENCES Complete and Return This Form with the proposal The Proposer shall furnish,with this RFP,the following information: Three(3)recent clients references of similar size. 1. Company's Name Name of Contact Title of Contact Present Address City, State,Zip Code Telephone Number ( ) Fax Number( ) 2. Company's Name Name of Contact Title of Contact Present Address City, State,Zip Code Telephone Number ( ) Fax Number( ) 3. Company's Name Name of Contact Title of Contact Present Address City, State,Zip Code Telephone Number ( ) Fax Number( ) RFP 15-0276 Parking Management Services,Due Date: 9/03/2015 Page 25 of 51 ATTACHMENT C- 1 SCHEDULE OF PAYMENT& OPERATING BUDGET (Period of February 1,2016 through September 30,2016) The selected Parking Operator shall be paid a fixed monthly management fee for the operation of the parking facilities, plus compensation for budgeted operating expenses. Operating expenses shall be reimbursed during the month for which they are incurred in accordance with Attachment Cl. However,no budget item shall be exceeded without written authorization from the CITY. OPERATOR shall submit an itemized statement to the CITY for its services performed, which shall include documentation setting forth in detail a description of the services rendered. The CITY shall pay OPERATOR the amount of such billing within thirty(30)days of receipt of same. PROPOSED MONTHLY MANAGEMENT FEE: $ PROPOSED OPERATING BUDGET: LABOR—TAXES &BENEFITS $ HOURLY WAGES: per hour $ UTILITIES $ INSURANCE—GL $ SUPPLIES $ ROUTINE MAINTENANCE $ CONTRACTED SERVICES $ TOTAL: $ RFP 15-0276 Parking Management Services,Due Date: 9/03/2015 Page 26 of 51 ATTACHMENT C-2 PROPOSED START-UP COSTS AND PROJECTED LABOR COSTS The selected Parking Operator shall be paid a fixed fee for start-up costs in accordance with the submittal below. No budget item shall be exceeded without written authorization from the CITY. PROPOSED START UP COSTS BUDGET: RECRUITMENT $ TRAINING $ PRE-EMPLOYMENT BACKGROUND CHECKS $ LABOR—TAXES &BENEFITS $ SUPPLIES $ TOTAL: $ RFP 15-0276 Parking Management Services,Due Date: 9/03/2015 Page 27 of 51 ATTACHMENT C-3 SCHEDULE OF HOURLY LABOR RATES The selected Parking Operator shall be paid an hourly rate for any"as needed"parking personnel assigned to other parking facilities owned or operated by the CITY in accordance with the proposed hourly rates listed below: PROPOSED HOURLY RATES (MAY BE RANGES): CASHIER: $ PARKING MAINTENANCE ATTENDANT: $ OTHER(List title): RFP 15-0276 Parking Management Services,Due Date: 9/03/2015 Page 28 of 51 ATTACHMENT D AGREEMENT BETWEEN THE CITY OF FORT WORTH AND FOR MANAGEMENT AND OPERATION OF CERTAIN PARKING FACILITIES This Agreement is made and entered into by and between the City of Fort Worth, a home-rule municipal corporation of the State of Texas ("CITY"), acting by and through its duly authorized Assistant City Manager, and a ("OPERATOR"), acting by and through , its duly authorized CITY and OPERATOR are each individually referred to herein as a "party" and collectively referred to as the"parties." WITNESSETH: WHEREAS, (enter parking operator) provides or makes available certain services to meet the needs of both tenants and users of the facilities;and WHEREAS, parking services are an integral part of the success of the Will Rogers Memorial Center, the Fort Worth Cultural District and the Fort Worth Convention Center;and NOW THEREFORE, in consideration for the covenants and Agreement hereafter set forth,the parties hereto agree as follows: 1. TERM 1.1 The initial term of this Agreement shall be for five (5)years, from ("Effective Date") until , unless terminated as hereinafter provided. 1.2 In addition to the initial term hereof,this Agreement may be renewed up to five(5)times annually for one-year terms on the same terms and conditions at the City's sole discretion. In the event the OPERATOR is requested to continue operation of the parking facilities after expiration of the term of the Operating Agreement, such continuance shall be construed to be a tenancy from month-to-month,on the same terms and conditions. 2. DESCRIPTION OF SERVICES 2.1 OPERATOR's Services. OPERATOR shall maintain parking services for designated parking garages and lots in a manner satisfactory to CITY and consistent with that level of care and skill ordinarily exercised by members of the profession currently practicing in the same locality under similar conditions, as outlined in the attached Scope of Services, attached as Exhibit "A" and incorporated herein and made part of this Agreement. Exhibit A is consistent with CITY's Request for Proposal dated ("RFP"), OPERATOR's bid response("Bid Response"),and (add any clarifications, best and final info, etc., if necessary) ("Other Documents"). If the need arises to interpret Exhibit A, the parties may refer to these documents to interpret the parties' intent in the following order: RFP, Bid Response, other documents. Any such conflict within these documents shall also be resolved in the same order. For all valet services at Will Rogers Memorial Center("WRMC") and the Fort Worth Convention Center("FWCC"), the Operator can sub-contract for valet services only if the sub-contractor procures Garage Keeper's liability insurance as outlined in Section 7 of this Agreement. 2.2 OPERATOR shall work closely with the Directors of the Department of Public Events and Transportation and Public Works, or his/her designees, hereinafter referred to as "Directors," in the performance of any and all related tasks required by the Directors in order to fulfill the intent of this Agreement. RFP 15-0276 Parking Management Services,Due Date: 9/03/2015 Page 29 of 51 2.3 OPERATOR shall deliver all aspects of operating the parking facilities specified in the RFP in accordance with Exhibit A, including but not limited to, maintenance, revenue collection and control, parking enforcement, and staffing which result from its services to the Directors. 2.4 OPERATOR represents that all of its employees and subcontractors who perform services under this Agreement shall be qualified and competent to perform the services required herein. OPERATOR agrees to replace any employee or subcontractor that the CITY,in its reasonable opinion,finds unacceptable. 2.5 OPERATOR must coordinate with CITY to allow CITY to evaluate the OPERATOR's performance on a form promulgated by CITY on a regular basis established by the CITY. If OPERATOR's performance is not satisfactory in the sole discretion of the CITY, OPERATOR must immediately correct any deficiencies in its performance under this Agreement. 3. COMPENSATION 3.1 Management Fee. CITY agrees to compensate OPERATOR, and OPERATOR agrees to accept in full satisfaction for the services performed under Exhibit A, a flat management fee of ($ ),which will be paid to OPERATOR in monthly installments of 3.2 Operating Expenses. CITY agrees to compensate OPERATOR for, and OPERATOR agrees to provide, labor, materials,supplies,equipment and other services necessary in accordance with Exhibit A. CITY shall pay OPERATOR said Consideration in accordance with the approved, budgeted operating expenses. The budget of operating expenses for the period from through is attached hereto as Exhibit "B" and incorporated herein and made part of this Agreement. No budgeted operating expense item shall be exceeded by more than five percent (5%) per line item without authorization from the CITY. If at any time during the period covered by an approved Budget it appears to OPERATOR that the actual total of all Operating Expenses likely to be incurred during said period will exceed the Budget's projected total by more than five percent(50/o), OPERATOR shall promptly so advise CITY, and CITY and OPERATOR shall jointly discuss what actions,if any,could be taken to minimize the Operating Expenses without substantially impairing the operation of the parking facilities. 3.3 Estimated Operating Expenses. For each subsequent fiscal year, October 1 through September 30, OPERATOR shall submit a proposed budget before the preceding March 15 for each fiscal year of the Agreement in order to be included in the authorized budget of the CITY. The CITY's City Council will be the sole authority relating to the parking system budget for each fiscal year. 3.4 Payment Terms. Within five (5) days after the Effective Date of this Agreement, the CITY shall remit payment to OPERATOR for the budgeted operating expenses (including the management fees) of the first month of the term. On or before the 15"'day of each month, OPERATOR shall submit an invoice for payment of the following month's budgeted operating expenses,including the management fees,which invoice shall be reduced or increased(as the case may be)by the amount by which the preceding month's actual operating expenses were less than, or greater than, the budgeted operating expenses already paid by the CITY for the preceding month. The CITY shall remit payment of each invoice on or before the first day of each month for the current month. 3.5 Reports and Records for Reimbursement Expenses. Together with the invoice referenced in Section 3.4 above, within fifteen (15) days after the end of each calendar month, OPERATOR shall provide the CITY a statement showing all revenue, operating expenses,management fees of the preceding month. Within ninety(90) days following the last month of the term of this Agreement, OPERATOR shall mail a like final statement. OPERATOR shall keep complete and accurate reports and records (collectively, "Records") of all revenue and operating expenses relating to the parking facilities. Such Records shall be kept in accordance with good accounting practices. OPERATOR shall permit CITY to inspect the Records in accordance with Section 9 below. RFP 15-0276 Parking Management Services,Due Date: 9/03/2015 Page 30 of 51 4. OPERATOR: RESPONSIBLE INDIVIDUALS) OPERATOR designates to act as a Responsible Principal whom shall be principally responsible for OPERATOR's obligations under this Agreement and shall serve as principal liaison between CITY and OPERATOR. Designation of another Responsible Principal by OPERATOR shall not be made without the prior written consent of CITY, which consent shall not be unreasonably withheld. The Responsible Principals shall have no personal liability under this Agreement. OPERATOR shall be entirely responsible for any acts or omissions of the Responsible Principals. 5.PERSONNEL OPERATOR represents that it has,or shall secure at its own expense,all personnel required to perform OPERATOR's services outlined in Exhibit A and that all personnel engaged in the work shall be qualified to perform such services. 6.DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION 6.1 Disclosure of Conflicts. OPERATOR hereby warrants to the CITY that OPERATOR has made full disclosure in writing of any existing or potential conflicts of interest related to OPERATOR'S services under this Agreement by filing the Conflict of Interest Questionnaire with the City's City Secretary's Office, as included in the RFP. In the event that any conflicts of interest arise after the Effective Date of this Agreement, OPERATOR hereby agrees immediately to make full disclosure to the CITY in writing. 6.2 Confidential Information. The CITY acknowledges that OPERATOR may use products, materials, or methodologies proprietary to OPERATOR. The CITY agrees that OPERATOR'S provision of services under this Agreement shall not be grounds for the CITY to have or obtain any rights in such proprietary products, materials, or methodologies unless the parties have executed a separate written agreement with respect thereto. OPERATOR, for itself and its officers,agents and employees,agrees that it shall treat all information provided to it by the CITY("City Information") as confidential and shall not disclose any such information to a third parry without the prior written approval of the CITY. 6.3 Unauthorized Access. OPERATOR shall store and maintain CITY Information in a secure manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt CITY Information in any way. OPERATOR shall notify the CITY immediately if the security or integrity of any CITY information has been compromised or is believed to have been compromised, in which event, OPERATOR shall, in good faith, use all commercially reasonable efforts to cooperate with the CITY in identifying what information has been accessed by unauthorized means and shall fully cooperate with the CITY to protect such information from further unauthorized disclosure. 7.INSURANCE 7.1 Coverage Amounts. OPERATOR shall procure,pay for, and maintain during the term of this Agreement, with a company authorized to do business in the State of Texas and acceptable to CITY, the following minimum insurance coverage: ® Statutory Workers' Compensation Insurance and Employer's Liability Insurance shall be at the statutory limits: $100,000 Each Accident $500,000 Disease—Policy limit $100,000 Disease—Each Employee RFP 15-0276 Parking Management Services,Due Date: 9/03/2015 Page 31 of 51 Workers' Compensation and Employers' Liability coverage with limits consist with statutory benefits outlines in the Texas Workers' Compensation Act (Art. 8308-1.01 et seq. Tex. Rev. Civ. Stat.) and minimum policy limits for Employers' Liability, which may change based on revisions to the existing laws. OPERATOR will be required to adjust the limits accordingly. • Commercial General Liability Insurance shall be provided as follows: $1,000,000 Each Occurrence $2,000,000 Annual Aggregate Coverage shall include but not be limited to premises/operations, independent contractors, products/completed operations, personal injury, and contractual liability. Insurance shall be provided on an occurrence basis, and as Comprehensive as the current Insurance Services Office(ISO) policy. In some instances, Errors&Omission coverage may be included by endorsement. Coverage shall also include damage to assets, equipment and infrastructure caused by negligence or poor maintenance. • Auto Liability Insurance shall be provided as$1,000,000 Combined Single Limit Each Accident. A commercial business policy shall provide coverage on "Any Auto," defined as autos owned, hired and non- owned. • Garage Keepers Liability Insurance shall be provided as follows: $1,000,000 each accident on a combined single limit basis If OPERATOR contracts with a valet provider to provide services upon the CITY's request, OPERATOR shall require valet provider to maintain the same levels of Garage Keepers Liability Insurance. 7.2 General Insurance Requirements. 1. Applicable policies shall also be endorsed to name the City of Fort Worth as an additional insured, as its interests may appear (AIIMA). The term CITY shall include its employees, officers, officials, agents, and volunteers in respect to the contracted services. 2. The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery) in favor of the CITY. 3. A minimum of Thirty(30) days' notice of cancellation or reduction in limits of coverage shall be provided to the CITY. Ten(10) days' notice shall be acceptable in the event of non-payment of premium. Notice shall be sent to the Risk Manager, City of Fort Worth, 1000 Throckmorton, Fort Worth, Texas 76102, with copies to the City Attorney at the same address. 4. The insurers for all policies must be licensed and/or approved to do business in the State of Texas. All insurers must have a minimum rating of A-VII in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required,written approval of Risk Management is required. 5. Any failure on the part of the CITY to request required insurance documentation shall not constitute a waiver of the insurance requirement. 6. Certificates of Insurance evidencing that the OPERATOR has obtained all required insurance shall be delivered to and approved by the CITY's Risk Management Division prior to execution of this Agreement. 7. The OPERATOR shall carry insurance in the types and amounts for the duration of this Agreement and furnish certificates of insurance along with copies of policy declaration pages and policy endorsements as evidence thereof. 7.3 General Liability Insurance—WRMC. CITY agrees to reimburse OPERATOR, and OPERATOR agrees to provide insurance coverage with the limits specified in this section 7 of this Agreement at a cost of ($ ) per year of the Agreement to be paid in monthly installments of ($ ). The insurance rate will be effective for year one and two of the Agreement. Any future increases will be capped at percent (_21o) per year. The foregoing insurance charge RFP 15-0276 Parking Management Services,Due Date: 9/03/2015 Page 32 of 51 includes coverage for RV parking as well as the other self-park operations. The amount charged by the valet provider for such insurance may be reimbursed by the CITY at the CITY's sole discretion. 7.4 General Liability Insurance—FWCC. CITY agrees to reimburse OPERATOR, and OPERATOR agrees to provide insurance coverage for the Fort Worth Convention Center garages with the limits specified in section 7 of this Agreement at a cost of ($ ) per year of the Agreement to be paid in monthly installments of ($ ). The insurance rate will be effective for year one and two of the Agreement. Any future increases will be capped at percent (_%) per year. The foregoing insurance charge includes coverage for RV parking as well as the other self-park operations. The amount charged by the valet provider for such insurance may be reimbursed by the CITY at the CITY's sole discretion. 8.LIABILITY AND INDEMNIFICATION 8.1 LIABILITY - OPERATOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S)OR OMISSION(S),MALFEASANCE OR INTENTIONAL MISCONDUCT OF OPERATOR,ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES. 8.2 INDEMNIFICATION - OPERATOR HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO OPERATOR'S BUSINESS, AND ANY RESULTING LOST PROFITS) PERSONAL INJURY, INCLUDING DEATH AND WORKERS' COMPENSATION LIABILTY,TO ANY AND ALL PERSONS,AND DAMAGES FOR CLAIMS OF INTELLECTUAL PROPERTY INFRINGEMENT, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE ACTS OR OMISSIONS OF OPERATOR, ITS OFFICERS, AGENTS,SUBAGREEMENTORS,SERVANTS OR EMPLOYEES. 8.3 INTELLECTUAL PROPERTY INFRINGEMENT—(i)The OPERATOR warrants that all Deliverables,or any part thereof, furnished hereunder in accordance with Exhibit A, including but not limited to: programs, documentation, software, analyses, applications, methods, ways, and processes (in this Section each individually referred to as a "Deliverable" and collectively as the "Deliverables,") do not infringe upon or violate any patent, copyrights,trademarks, service marks,trade secrets,or any intellectual property rights or other third party proprietary rights,in the performance of services under this Agreement. (ii) OPERATOR shall be liable and responsible for any and all claims made against the CITY for infringement of any patent,copyright,trademark,service mark,trade secret,or other intellectual property rights by the use of or supplying of any Deliverable(s) in the course of performance or completion of, or in any way connected with providing the services, or the CITY's continued use of the Deliverable(s)hereunder. (iii) OPERATOR agrees to indemnify, defend, settle, or pay, at its own cost and expense, including the payment of attorney's fees,any claim or action against the CITY for infringement of any patent,copyright,trade mark,service mark, trade secret, or other intellectual property right arising from CITY's use of the Deliverable(s), or any part thereof, in accordance with this Agreement,it being understood that this agreement to indemnify,defend,settle or pay shall not apply if the CITY modifies or misuses the Deliverable(s). So long as OPERATOR bears the cost and expense of payment for claims or actions against the CITY pursuant to this section,OPERATOR shall have the right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however,CITY shall have the right to fully participate in any and all such settlement,negotiations,or lawsuit as.necessary to protect the CITY's interest, and CITY agrees to cooperate with OPERATOR in doing so. In the event CITY, for whatever reason,assumes the responsibility for payment of costs and expenses for any claim or action brought against the CITY for infringement arising under this Agreement,the CITY shall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, OPERATOR shall fully participate and cooperate with the CITY in defense of such claim or action. CITY agrees to give OPERATOR timely written notice of any such claim or action,with copies of all papers CITY may receive relating thereto. Notwithstanding the foregoing,the CITY's assumption of payment of costs or expenses shall not eliminate OPERATOR's duty to indemnify the CITY under this Agreement.If the Deliverable(s),or any part thereof,is held to infringe and the use thereof is enjoined or restrained or,if as a result of a settlement or compromise,such use is materially adversely restricted, OPERATOR shall,at its own expense and as CITY's sole remedy,either: (a)procure for CITY the right to continue to use RFP 15-0276 Parking Management Services,Due Date: 9/03/2015 Page 33 of 51 the Deliverable(s); or (b) modify the Deliverable(s) to make them/it non-infringing, provided that such modification does not materially adversely affect CITY's authorized use of the Deliverable(s); or (c) replace the Deliverable(s) with equally suitable, compatible, and functionally equivalent non-infringing Deliverable(s) at no additional charge to CITY; or (d) if none of the foregoing alternatives is reasonably available to OPERATOR, terminate this Agreement, and refund all amounts paid to OPERATOR by the CITY,subsequent to which termination CITY may seek any and all remedies available to CITY under law. 9.RIGHT OF REVIEW AND AUDIT 9.1 OPERATOR agrees that the CITY shall, until the expiration of three (3)years after final payment under this Agreement, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records of the OPERATOR involving transactions relating to this Agreement at no additional cost to the CITY. OPERATOR agrees that the CITY shall have access during normal working hours to all necessary OPERATOR facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. The CITY shall give OPERATOR not less than 10 days written notice of any intended audits. 9.2 OPERATOR further agrees to include in all its subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that the CITY shall, until expiration of three (3) years after final payment of the subcontract, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records of such subcontractor involving transactions related to the subcontract, and further that CITY shall have access during normal working hours to all subcontractor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this paragraph. CITY shall give subcontractor not less than 10 days written notice of any intended audits. 9.3 OPERATOR and subcontractor agree to photocopy such documents as may be requested by CITY at no additional cost to CITY. 10. GIFT TO PUBLIC SERVANT 10.1 CITY may terminate this Agreement immediately if OPERATOR has offered, conferred, or agreed to confer any benefit upon a CITY employee or official that the CITY employee or official is prohibited by law from accepting. 10.2. For purposes of this section, "benefit" means anything reasonably regarded as pecuniary gain or pecuniary advantage, including benefit to any other person in whose welfare the beneficiary has a direct or substantial interest, but does not include a contribution or expenditure made and reported in accordance with law. 10.3. Notwithstanding any other legal remedies, CITY may require OPERATOR to remove any of its employees or subcontractors from the services being performed under this Agreement who have violated the restrictions of this section or any similar state or federal law, and obtain reimbursement for any expenditures made to OPERATOR as a result of the improper offer,Agreement to confer, or conferring of a benefit to a CITY employee or official. 11.TERMINATION 11.1 Convenience. CITY may terminate this Agreement at any time and for any reason by providing OPERATOR with 30 days' written notice of termination. If the CITY terminates this Agreement for convenience pursuant to this section, the CITY will pay OPERATOR for services actually performed to the CITY's sole satisfaction prior to such termination, in accordance with a final statement submitted by OPERATOR documenting the performance of such work. 11.2 Breach. The CITY shall have the right to terminate this Agreement for cause in the event of default of this Agreement by OPERATOR. If the Agreement is breached by OPERATOR,CITY will provide OPERATOR notice of such breach and give OPERATOR 30 days to cure the breach with the understanding that all services being performed under this Agreement shall cease upon the date specified in such notice if the breach is not cured to the CITY's sole satisfaction. OPERATOR shall have the right to terminate this Agreement for cause in the event of default of this Agreement by CITY. If the Agreement is breached by CITY, OPERATOR will provide CITY notice of such breach and RFP 15-0276 Parking Management Services,Due Date: 9/03/2015 Page 34 of 51 give CITY thirty(30)days to cure. If CITY fails to remit payment of operating expenses or management fees when due, OPERATOR shall provide CITY notice of such failure,and CITY will have fifteen(15)days after receipt of such notice to remit payment. 11.3 Lost Profits. OPERATOR shall not be entitled to lost or anticipated profits in the event this Agreement is terminated as provided for herein or in the event that the CITY, in its sole discretion,decides not to exercise any option period. 11.4 Equipment. Upon termination or expiration of this Agreement, OPERATOR shall not remove any property or equipment vital to the CITY's provision of parking service. If necessary, CITY may direct OPERATOR to remove any equipment and materials at OPERATOR'S sole expense. 11.5 Termination on Default. The following shall be deemed events of default by OPERATOR under this Agreement: A. OPERATOR fails to pay any of the finds when due or any other payment of reimbursement to CITY required hereunder; B. Failure by the CITY to take any action upon default by OPERATOR of any of the terms, covenants or conditions required to be performed,kept and observed by the OPERATOR shall not be construed to be or act as a waiver of default or in any subsequent default of any of the terms, covenants and conditions herein contained to be performed,kept and observed by the OPERATOR; C. Any act or omission which results in the suspension or revocation of any act, power, license, permit or authority, which terminates the conduct and operation being provided under this Agreement at any CITY parking facility by the OPERATOR, or suspends it for any time in excess of thirty(30)days; D. OPERATOR attempts to assign this Agreement without the prior written consent of CITY; E. OPERATOR fails to use the parking facilities as per the terms and the purpose of this Agreement without written consent of the CITY; F. The levy of any attachment or execution, or the appointment of any receiver, or the execution of any other process of any court of competent jurisdiction which does, or as a direct consequence of such process, will interfere with OPERATOR's operation of the parking services under this Agreement and will interfere with its operations under this Agreement and which attachment, execution, receivership, or other process of such court is not enjoined,vacated,dismissed,or set aside within a period of thirty(30)days; G. OPERATOR makes a transfer in fraud of creditors,or makes an assignment for the benefit of creditors; H. A petition under any part of the Federal bankruptcy law, or an action under any present or future solvency law or statute is filed against OPERATOR and OPERATOR's operations hereunder are interfered with or adversely affected thereby,or OPERATOR is adjudicated as bankrupt. Upon notification that the OPERATOR has declared bankruptcy,the CITY may immediately make other arrangements to provide parking services to its customers until an arrangement is worked out between the CITY and the Court. The OPERATOR will not share in any of the revenues derived from such temporary arrangements; or I. OPERATOR abandons, deserts, vacates or discontinues all or part of its operation of the parking services or any other action that results in a failure by OPERATOR to provide public and others with the service required. If OPERATOR defaults in performing any covenant or term of this Agreement and does not correct the default within thirty (30) days after receipt of written notice from CITY to OPERATOR or an additional reasonable period if RFP 15-0276 Parking Management Services,Due Date: 9/03/2015 Page 35 of 51 OPERATOR is proceeding with diligence to cure the default, CITY may declare this Agreement, and all rights and interest created by it,terminated. 11.6 Other Remedies. Any termination of this Agreement as provided in this article will not relieve OPERATOR from paying any sum or sums due and payable to CITY under the Agreement at the time of termination, or any claim for damages then or previously accruing against OPERATOR under this Agreement. Any such termination will not prevent CITY from enforcing the payment of any such sum or sums or claim for damages by any remedy provided for by law, or from recovering damages from OPERATOR for any default under the Agreement. All CITY's rights, options,and remedies under this Agreement will be construed to be cumulative, and not one of them is exclusive of the other. CITY may pursue any or all such remedies or any other remedy or relief provided by law,whether or not stated in this Agreement. 11.7 Continuity. OPERATOR recognizes that the services provided pursuant to this Agreement are vital to the CITY's efforts to provide convenient parking services; that continuity thereof must be maintained at a consistently high level without interruption;that upon expiration or earlier termination of this Agreement a successor may continue these services; that any successor OPERATOR shall need phase-in training; and that OPERATOR must cooperate in order to effect an orderly and efficient transition. OPERATOR shall cooperate with a smooth, seamless transition and have a cooperative approach with the current operator or a successor operator. There shall be no negative correspondence in OPERATOR's communications to Licensees or users. 11.8 Phase-Out Services. OPERATOR shall be required to provide phase-out services to its successor OPERATOR for up to thirty (30) days prior to Agreement expiration at no charge to the CITY. Phase-out orientation shall comprise a minimum of thirty (30) working days, eight(8) hours per day. Orientation may include system operations procedures, record keeping, reports, and procurement procedures, etc. OPERATOR shall be totally responsible for providing the services called for by the Agreement during its Phase-out period. CITY agrees to work with OPERATOR to prevent disclosure of OPERATOR's trade secrets during the Phase-out period. 12. CITY'S RESPONSIBILITIES CITY shall provide OPERATOR with all pertinent data, documents, and other requested information as is available for the proper performance of OPERATOR's services. 13.INFORMATION AND DOCUMENTS All data, information, documents and drawings prepared for CITY and required to be furnished to CITY in connection with this Agreement shall become the property of CITY, and CITY may use all or any portion of the work submitted by OPERATOR and compensated by CITY pursuant to this Agreement as CITY deems appropriate. Notwithstanding the foregoing, Operator reserves all rights to Operator's intellectual property, including but not limited to its trade names,trademarks and any and all on-site parking amenities programs(the"Intellectual Property"), and the parties agree that, upon termination of this Agreement for any reason, Operator shall have the right, at its sole cost and expense,to remove the Operator's Intellectual Property from the parking facilities, and the CITY shall refrain from all further use of the Operator's Intellectual Property. 14. CHANGES IN SCOPE OF WORK The CITY shall have the right to order, in writing, changes in the scope of work or the services to be performed. Any changes in the scope of work requested by OPERATOR must be made in writing and approved by both parties as an amendment to this Agreement. To the extent a change in the scope of work or services performed changes OPERATOR's operating expenses,the budget shall be modified accordingly. RFP 15-0276 Parking Management Services,Due Date: 9/03/2015 Page 36 of 51 15.NONDISCRIMINATION As a condition of this Agreement, OPERATOR covenants that it will take all necessary actions to insure that in connection with any work under this Agreement, OPERATOR, its employees and subcontractors, will not discriminate in the treatment or employment of any individual or groups of individuals on any basis prohibited by law, either directly, indirectly or through contractual or other arrangements. OPERATOR shall also comply with all applicable requirements of the Americans with Disabilities Act,42 U.S.C. §12101-12213, as amended. In this regard, OPERATOR shall keep, retain and safeguard all records relating to this Agreement or work performed hereunder for a minimum period of three (3) years from final Agreement completion, with full access allowed to authorized CITY representatives,upon request, for purposes of evaluating compliance with this and other provisions of the Agreement. 16. APPLICABLE LAWS 16.1 If any action, whether real or asserted, at law or in equity, arises on the basis of any provision of this Agreement,venue for such action shall lie in state courts located in Tarrant County,Texas or the United States District Court for the Northern District of Texas—Fort Worth Division. This Agreement shall be construed in accordance with the laws of the State of Texas. 16.2 This Agreement shall be construed under the laws of the state of Texas. This Agreement has been fully negotiated between the parties and any ambiguity contained herein shall not be construed adversely to either party based upon which party may have written the Agreement. 16.3 OPERATOR agrees to comply with all applicable federal, state and local laws, ordinances, rules and regulations. If the CITY notifies OPERATOR of any violation of such laws, ordinances, rules or regulations, OPERATOR shall immediately desist from and correct the violation. 17.AGREEMENT TRANSFER OR ASSIGNMENT OPERATOR shall not assign any of its duties, obligations or rights under this Agreement without the prior written consent of the CITY. If the CITY grants consent to an assignment, the assignee shall execute a written agreement with the CITY and the OPERATOR under which the assignee agrees to be bound by the duties and obligations of OPERATOR under this Agreement. The OPERATOR and Assignee shall be jointly liable for all obligations under this Agreement prior to the assignment. 18.NOTICES Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when(1)hand-delivered to the other party, its agents, employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3) received by the other party by United States Mail,registered,return receipt requested,addressed as follows: TO THE CITY: City of Fort Worth With Copy to the City Attorney Attn:Name of City Contact at same address 1000 Throckmorton Fort Worth TX 76102 Facsimile:(817)392-xxxx TO OPERATOR: Name: Attn: Address: City, State,Zip Facsimile: RFP 15-0276 Parking Management Services,Due Date: 9/03/2015 Page 37 of 51 19. INDEPENDENT OPERATOR It is expressly understood and agreed that OPERTOR shall operate as an independent contractor as to all rights and privileges granted herein, and not as agent, representative or employee of the CITY. Subject to and in accordance with the conditions and provisions of this Agreement, OPERATOR shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, contractors and subcontractors. OPERTOR acknowledges that the doctrine of respondeat superior shall not apply as between the CITY, its officers, agents, servants and employees, and OPERTOR, its officers, agents, employees, servants, contractors and subcontractors. OPERATOR further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between CITY and OPERATOR. It is further understood that the CITY shall in no way be considered a Co-employer or a Joint employer of OPERATOR or any officers, agents, servants, employees or subcontractors of OPERATOR. Neither OPERATOR, nor any officers, agents, servants, employees or subcontractors of OPERATOR shall be entitled to any employment benefits from the CITY. OPERATOR shall be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its officers,agents,servants,employees or subcontractors. 20.MISCELLANEOUS PROVISIONS 20.1 Severability. In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid,illegal,or unenforceable in any respect,such invalidity, illegality, or unenforceability shall not affect any other provision thereof and this Agreement shall be considered as if such invalid, illegal, or unenforceable provision had never been contained in this Agreement. 20.2 This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and constitute one and the same instrument. 20.3 Force Majeure. Timely performance by both parties is essential to this Agreement. However, neither party is liable for delays or other failures to perform its obligations under this Agreement to the extent the delay or failure is caused by Force Majeure. Force Majeure means fires, floods, and other acts of God, explosions, war, terrorist acts, riots, court orders, and, the acts of superior governmental or military authority or other similar incidents outside the control of the parties that renders the performance of this Agreement impossible. This relief is not applicable unless the affected party does the following: uses due diligence to remove the effects of the Force Majeure as quickly as practicable; and provides the other party with prompt, written notice of the cause and its anticipated effect. The CITY may perform functions itself or Agreement them out during periods of Force Majeure. Such performance is not a default or breach of this Agreement by the CITY. If the Force Majeure continues more than sixty(60) days,the CITY may terminate this Agreement by giving seven(7)days written notice to the OPERATOR. 20.4 Strike. OPERATOR WAIVES ANY CLAIM IT MAY HAVE FOR FINANCIAL LOSSES OR OTHER DAMAGES RESULTING FROM TERMINATION OF THIS AGREEMENT. OPERATOR is not relieved from performing its obligations under this Agreement due to a strike or work slowdown of its employees. OPERATOR shall employ only fully-trained and qualified personnel during a strike. 20.5 Total Agreement. This Agreement, together with the Exhibits incorporated therein, embodies the complete Agreement of the parties hereto, superseding all oral or written previous and contemporary Agreements between the parties and relating to matters in this Agreement, and except as otherwise provided herein cannot be modified without written Agreement of the parties to be attached to and made a part of this Agreement. 20.6 Application of Provisions. In any dispute over the meaning or application of any provision of this Agreement, this Agreement shall be interpreted fairly and reasonably, and neither more strongly for or against any party,regardless of the actual drafter of this Agreement. RFP 15-0276 Parking Management Services,Due Date: 9/03/2015 Page 38 of 51 20.7 No Termination on Bankruptcy. Bankruptcy, insolvency, assignment for the benefit of creditors, or the appointment of a receiver will not affect this Agreement as long as OPERATOR and CITY or their respective successors or legal representatives continue to perform all covenants of this Agreement. 20.8 Captions and Headings. The captions to the various clauses of this Agreement are for informational purposes only and shall not alter the substance of the terms and conditions of this Agreement. 20.9 Governmental Powers. It is understood that by execution of this Agreement, the CITY does not waive or surrender any of it governmental powers. 20.10 Non-appropriation of Funds. In the event no funds or insufficient funds are appropriated by the CITY in any fiscal period for any payments due hereunder, CITY will notify OPERATOR of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to the CITY or any kind whatsoever,except as to the portions of the payments herein agreed upon which funds shall have been appropriated. 20.11 Review of Counsel. The parties acknowledge that each party and its counsel have reviewed this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or exhibits hereto. 20.12 Signature Authority. The person signing this Agreement hereby warrants that he/she has the legal authority to execute this Agreement on behalf of the respective party, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. IN WITNESS THEREOF,the parties hereto have made and executed this Agreement in multiple originals the day and year first above written,in Fort Worth,Tarrant County,Texas. Signature page follows RFP 15-0276 Parking Management Services,Due Date: 9/03/2015 Page 39 of 51 CITYOF FORT WORTH: OPERATOR: By: Assistant City Manager RECOMMENDED: Kirk Slaughter,Director Public Events Department Doug Wiersig,Director Transportation and Public Works APPROVED AS TO FORM AND LEGALITY: Jessica Sangsvang Assistant City Attorney ATTEST: Mary Kayser City Secretary M&C Date RFP 15-0276 Parking Management Services,Due Date: 9/03/2015 Page 40 of 51 EXHIBIT A SCOPE OF SERVICES (will be negotiated between the parties per the RFP and Response) RFP 15-0276 Parking Management Services,Due Date: 9/03/2015 Page 41 of 51 EXHIBIT B BUDGET (will be proposed by OPERATOR and agreed to between the parties) RFP 15-0276 Parking Management Services,Due Date: 9/03/2015 Page 42 of 51 Exhibit C NETWORK ACCESS AGREEMENT 1. The Network. The City owns and operates a computing environment and network (collectively the "Network"). Contractor wishes to access the City's network in order to provide [description of services]. In order to provide the necessary support, Contractor needs access to [description of specific Network systems to which Contractor requires access, i.e. Internet, Intranet,email,14EAT System,etc.]. 2. Grant of Limited Access. Contractor is hereby granted a limited right of access to the City's Network for the sole purpose of providing[description of services]. Such access is granted subject to the terms and conditions forth in this Agreement and applicable provisions of the City's Administrative Regulation D-7 (Electronic Communications Resource Use Policy), of which such applicable provisions are hereby incorporated by reference and made a part of this Agreement for all purposes herein and are available upon request. 3. Network Credentials. The City will provide Contractor with Network Credentials consisting of user IDs and passwords unique to each individual requiring Network access on behalf of the Contractor. Access rights will automatically expire one (1) year from the date of this Agreement. If this access is being granted for purposes of completing services for the City pursuant to a separate contract, then this Agreement will expire at the completion of the contracted services, or upon termination of the contracted services, whichever occurs first. This Agreement will be associated with the Services designated below. ❑ Services are being provided in accordance with City Secretary Contract No. ❑ Services are being provided in accordance with City of Fort Worth Purchase Order No. ❑ Services are being provided in accordance with the Agreement to which this Access Agreement is attached. ❑ No services are being provided pursuant to this Agreement. 4. Renewal. At the end of the first year and each year thereafter, this Agreement may be renewed annually if the following conditions are met: 4.1 Contracted services have not been completed. 4.2 Contracted services have not been terminated. 4.3 Within the thirty (30) days prior to the scheduled annual expiration of this Agreement, the Contractor has provided the City with a current list of its officers, agents, servants, employees or representatives requiring Network credentials. Notwithstanding the scheduled contract expiration or the status of completion of services, Contractor shall provide the City with a current list of officers, agents, servants, employees or representatives that require Network credentials on an annual basis.Failure to adhere to this requirement may result in denial of access to the Network and/or termination of this Agreement. 5. Network Restrictions. Contractor officers, agents, servants, employees or representatives may not share the City- assigned user IDs and passwords. Contractor acknowledges, agrees and hereby gives its authorization to the City to monitor Contractor's use of the City's Network in order to ensure Contractor's compliance with this Agreement.A breach by Contractor,its officers,agents,servants,employees or representatives, of this Agreement and any other written instructions or guidelines that the City provides to Contractor pursuant to this Agreement shall be grounds for the City immediately to deny Contractor access to the Network and Contractor's Data, terminate the Agreement, and pursue any other remedies that the City may have under this Agreement or at law or in equity. 5.1 Notice to Contractor Personnel —For purposes of this section, Contractor Personnel shall include all officers, agents, servants, employees, or representatives of Contractor. Contractor shall be responsible for specifically notifying all Contractor Personnel who will provide services to the City under this agreement of the following City requirements and restrictions regarding access to the City's Network: (a) Contractor shall be responsible for any City-owned equipment assigned to Contractor Personnel, and will immediately report the loss or theft of such equipment to the City (b) Contractor, and/or Contractor Personnel, shall be prohibited from connecting personally-owned computer equipment to the City's Network (c) Contractor Personnel shall protect City-issued passwords and shall not allow any third party to utilize their password and/or user ID to gain access to the City's Network RFP 15-0276 Parking Management Services,Due Date: 9/03/2015 Page 43 of 51 (d) Contractor Personnel shall not engage in prohibited or inappropriate use of Electronic Communications Resources as described in the City's Administrative Regulation D7 (e) Any document created by Contractor Personnel in accordance with this Agreement is considered the property of the City and is subject to applicable state regulations regarding public information (f) Contractor Personnel shall not copy or duplicate electronic information for use on any non-City computer except as necessary to provide services pursuant to this Agreement (g) All network activity may be monitored for any reason deemed necessary by the City (h) A Network user ID may be deactivated when the responsibilities of the Contractor Personnel no longer require Network access 6. Termination. In addition to the other rights of termination set forth herein,the City may terminate this Agreement at any time and for any reason with or without notice, and without penalty to the City. Upon termination of this Agreement, Contractor agrees to remove entirely any client or communications software provided by the City from all computing equipment used and owned by the Contractor,its officers,agents,servants,employees and/or representatives to access the City's Network. 7. Information Security. Contractor agrees to make every reasonable effort in accordance with accepted security practices to protect the Network credentials and access methods provided by the City from unauthorized disclosure and use. Contractor agrees to notify the City immediately upon discovery of a breach or threat of breach which could compromise the integrity of the City's Network, including but not limited to, theft of Contractor-owned equipment that contains City-provided access software, termination or resignation of officers, agents, servants, employees or representatives with access to City-provided Network credentials,and unauthorized use or sharing of Network credentials. ACCEPTED AND AGREED: CITY OF FORT WORTH: CONTRACTOR NAME: By: By: ACM Name Name: Assistant City Manager Title: Date: Date: ATTEST: ATTEST: By: By: City Secretary Name: Title: APPROVED AS TO FORM AND LEGALITY: By: Assistant City Attorney M&C: none required RFP 15-0276 Parking Management Services,Due Date: 9/03/2015 Page 44 of 51 ATTACHMENT E MAP OF PARKING FACILITIES Will Rogers Memorial Center 3401 W.Lancaster Fort Worth,7X 76107 a W.LANGT79iAYE Richardson Will Rogers arcle Bass Lot WILLROC�tiPA Audltadurn Lo[ C�Flrf ELI i�+ �mis,t M r ti �narcar Mrnawarem Eques• aa.tmr�a aa_Imbw a.nrtt � "'� 8e% trian Mum m M '�&� pq �• a ldnluMnry Center El duaamctXJMicn `w 0 UNTEFV CmSH to .r 2 E MceWef •RXSR aff � $ r>b4• �� a $ exp Museum Lot 1,�R, Cattle Barn Lot Harley Lot tP mom r Private Lot Private Lot ixAultave RFP 15-0276 Parking Management Services,Due Date: 9/03/2015 Page 45 of 51 Fort Worth Convention Center 1201 Houston Street Fort Worth, TX 76102 COMMERCE STREET Commerce Street TRUCK DOM Gama p4M r—\ N—a-idg&— L/> EXHIWANNEX DcoAlotage 21 100 ru F E D 0 B A ,57 = ARENA HA TI 12 i 10 fos 104 T d 103 A l RA 102 101 First Level/Ground HOUSM4STREET FoRT WORTH Gar Houston Street age CONVENTION CENTER DIRECTORY RFP 15-0276 Parking Management Services,Due Date:9/03/2015 Page 46 of 51 ATTACHMENT F VERIFICATION OF SIGNATURE AUTHORITY Full Legal Name of Company: Legal Address: Services to be provided: Execution of this Signature Verification Form("Form") hereby certifies that the following individuals and/or positions have the authority to legally bind the Company and to execute any agreement, amendment or change order on behalf of Company. Such binding authority has been granted by proper order, resolution, ordinance or other authorization of Company. The City is fully entitled to rely on the warranty and representation set forth in this Form in entering into any agreement or amendment with Company.Company will submit an updated Form within ten(10)business days if there are any changes to the signatory authority. The City is entitled to rely on any current executed Form until it receives a revised Form that has been properly executed by the Company. 1. Name: Position: Signature 2. Name: Position: Signature 3. Name: Position: Signature Name: Signature of President/CEO Other Title: Date: RFP 15-0276 Parking Management Services,Due Date: 9/03/2015 Page 47 of 51 ATTACHMENT G SAMPLE EVALUATION FORM RFP 15-0276 Parking Management Services,Due Date: 9/03/2015 Page 48 of 51 Parking Management Operator Appraisal Mission: Working together to build a strong community. FORTWORTHo Vision: Fort Worth will be the most livable and best managed city in the country. Values: Exceptional Customer Service, Accountability, Ethical Behavior, Diversity, Mutual Respect, Continuous Improvement -Company: [Click here to enter text.] Reviewer Name: Department: Public Events Date of Review I Click here to enter a date. Date of Review 2 COMPETENCIES 1. Customer Focus: OPERATOR is dedicated to providing an outstanding customer experience. OPERATOR shows interest in and understands the needs,expectations,and circumstances of internal and external customers. OPERATOR is responsive,pleasant,professional and easy to do business with. OPERATOR takes 2ersonal as2onsibilityLor resolvin customer issues(conn faint resolution is timel and a ro riate). Accomplishments: Describe accomplishments. xs * ** *** **** Actions to Develop or Improve Per Describe opportunities for growth. If improvement is needed, describe performance deficiencies and expectations for improvement. Accomplishments: Describe accomplishments. y y Actions to Develop or Improve Performance: Describe opportunities for growth. If * ** *** **** improvement is needed,describe performance deficiencies and expectations for ❑ improvement. 2. Maintenance of Equipment&Facilities: Equipment and facilities are inspected daily and are well-maintained Facilities are clean and free of debris,graffiti and repairs are made timely and within budgeted amounts. Equipment is operational and softtivare,where applicable, is up-to- date. Damage or vandalism is reported daily and police reports made when appropriate. OPERATOR notifies city staff of extraordinary costs or unbudgeted maintenance expenses in advance of incurring the expense. Preventive maintenance is completed according to established schedules. Accomplishments: Describe accomplishments. z Actions to Develop or Improve Performance: Desct'ibe opportunities for growth. If E improvement is needed,describe performance deficiencies and expectations for improvement. Accomplishments: Describe accomplishments. z e Actions to Develop or Improve Performance: Describe opportunities for groNarth. If * ** *** **** �, improvement is needed,describe performance deficiencies and expectations for improvement. 3. Management of Expenses:Labor costs and other operational expenses are within budgeted amounts. Labor is scheduled efficiently and meets the requirements of the events. Number of staff is increased and available for high demand periods and adjusted to minimum levels on low demand periods. Policies are implemented to insure efficient cost containment practices are in place. OPERATOR notifies city staff of extraordinary costs or unbud eted expenses in advance of incurriM the ex erase. Prrrchasin uidelines are inr lenrented consistent with City ordinances and state laws. Accomplishments: Describe accomplishments. k s Actions to Develop or Improve Performance: Describe opportunities for growth. If -mance deficiencies and expectations for E improvement is needed,describe perfo0 El El 0 improvement. RFP 15-0276 Parking Management Services,Due Date: 9/03/2015 Page 49 of 51 Accomplishments: Describe accomplishments. xs * ** *** **** � Actions to Develop or Improve Performance: Describe opportunities fou•grotN'th. If improvement is needed,describe performance deficiencies and expectations for improvement. 4. Revenue Generated. Revenue is collected,secured and deposited according to established cash handling guidelines. OPERATOR holds staff accountable for any shortage or overage.Appropriate procedures and policies are implemented to maximan collection of revenue. Accomplishments: Describe accomplishments. � Actions to Develop or Improve Performance: Describe opportunities for growth. If improvement is needed,describe performance deficiencies and expectations for improvement. Accomplishments: Describe accomplishments. t;, « Actions to Develop or Improve Performance: Describe opportunities for growth. If * ** *** **** improvement is needed,describe performance deficiencies and expectations for improvement. 5. Reports: Information in reports is clear and in an organized manner. Reports are strbtnitted timely and are accurate Accomplishments: Describe accomplishments. V R Actions to Develop or Improve Performance: Describe opportunities for growth. If11 El 0 * * *** **** Zimprovement is needed,describe performance deficiencies and expectations for O improvement. Accomplishments: Describe accomplishments. a Actions to Develop or Improve Performance: Describe opportunities for grow-th. If * ** *** **** Qimprovement is needed,describe performance deficiencies and expectations for Q improvement. 6. Continuous Learning: OPERATOR is committed to continuous improvement. Orientation and Trainingprogram is implemented prior to employment and OPERATORS staffparticipates in regular refresher courses. OPERATOR identifies new areas for growth and development for pat-king team members. Accomplishments: Describe accomplishments. u Actions to Develop or Improve Performance: Describe opportunities for growth. If * ** *** **** Zimprovement is needed,describe performance deficiencies and expectations for improvement. Accomplishments: Describe accomplishments. a 1�1 Actions to Develop or Improve Performance: Describe opportunities for growth. If * ** *** **** Q improvement is needed,describe performance deficiencies and expectations for d improvement. 7. Safety&Security: Safety and security policies and procedures are in place to minimize injuries to staff and damage to equipment and facilities. Appropriate workplace safety and reporting procedtnes are established and staff is f dly compliant(includes workplace chemical procedures). Security issues are reported and addressed a ro riately. Accomplishments: Describe accomplishments. 5 Actions to Develop or Improve Performance: Describe opportunities for grm\lh. If * ** *** improvement is needed,describe performance deficiencies and expectations for O improvement. Accomplishments: Describe accomplishments. a 1�1 Actions to Develop or Improve Performance: Describe opportunities for gro«,-tli. If * ** *** **** improvement is needed.describe performance deficiencies and expectations for d improvement. RFP 15-0276 Parking Management Services,Due Date: 9/03/2015 Page 50 of 51 Comments: First Review Period Parking Manager Signature: Date: City Representative Signature: Date: Department Director Signature: Date: Second Review Period Parking Manager Signature: Date: City Representative Signature: Date: Department Director Signature: Date: RFP 15-0276 Parking Management Services,Due Date: 9/03/2015 Page 51 of 51 EXHIBIT B BUDGET EXHIBIT B ATTACHMENT C-1 SCHEDULE OF PAYMENT&OPERATING BUDGET (Period of February 1,2016 through September 30,2016) (Revised Period to: February 1, 2016 through January 31, 2017) The selected Parking Operator shall be paid a fixed monthly management fee for the operation of the parking facilities, plus compensation for budgeted operating expenses. Operating expenses shall be reimbursed during the month for which they are incurred in accordance with Attachment C 1. However,no budget item shall be exceeded without written authorization from the CITY. OPERATOR shall submit an itemized statement to the CITY for its services performed, which shall include documentation setting forth in detail a description of the services rendered. The CITY shall pay OPERATOR the amount of such billing within thirty(30)days of receipt of same. PROPOSED MONTHLY MANAGEMENT FEE: $ 7,500.00 PROPOSED OPERATING BUDGET: LABOR—TAXES &BENEFITS $ 268,614.00 HOURLY WAGES: a, Varies per hour $ 732,767.00 UTILITIES $ 0.00 INSURANCE—GL $ 57,870.00 SUPPLIES $ 8,135.00 ROUTINE MAINTENANCE $ 64,289.00 CONTRACTED SERVICES $ 6,150.00 Uniforms $ 7,110.00 Tickets $ 14,200.00 Rental (Golf Cart Rental, etc) $ 14,600.00 Telephone $ 5,038.00 Data Processing $ 20,950.00 General Exp $ 7,551.00 Claims Exp $ 1.400.00 TOTAL: $ 1,208,674.00 In addition SP+ will contribute $75,000 in capital to be used towards the purchase of a capital item limited to: • Golf Carts • Houston St Space Finding technology (floors 2-4) • Upgraded handheld devices • Puck technology for the Parkeon machines on Circle Drive Page# RFP 15-0276 Parking Management Services,Due Date: 9/03/2015 Page 26 of 51 Exhibit C NETWORK ACCESS AGREEMENT 1. The Network. The City owns and operates a computing environment and network (collectively the "Network"). Contractor wishes to access the City's network in order to provide management and operation of certain City-owned parking facilities that require viewing and recording video from on-site cameras. In order to provide the necessary support, Contractor needs access to the Network and more specifically to the ERP system, which includes the City's intranet and the Security System for the Houston, Commerce and Will Rogers Memorial Center parking facility locations. Additionally, in 2012 the City started the implementation and deployment of a business system that will enable the City to adopt one comprehensive solution in the operation of the City's financial accounting system. The deployment by the City of this new system(ERP)Enterprise Resource Planning will disable a number of existing antiquated systems and consolidate stand-alone systems into one financial enterprise system. This change will require the Contractor to access the ERP System in order to enter financial information through the Electronic Receipt Distribution Document (ERDD) module which is an electronic version of the paper Receipt Distribution Document (RDD) which Contractor completes in order to book revenue into the City's financial accounting system. The contractor is required to record all revenue received daily using the ERDD module in the ERP system at the following offsite locations, Western Heritage Parking Garage and Houston and Commerce Street Parking Garages. 2. Grant of Limited Access. Contractor is hereby granted a limited right of access to the City's Network for the sole purpose of providing management and operation of certain City-owned parking facilities that require viewing and recording video from on-site cameras as well as access to the ERP system for booking of daily revenue from the City's parking operation. Such access is granted subject to the terns and conditions forth in this Agreement and applicable provisions of the City's Administrative Regulation D-7 (Electronic Communications Resource Use Policy), of which such applicable provisions are hereby incorporated by reference and made a part of this Agreement for all purposes herein and are available upon request. 3. Network Credentials. The City will provide Contractor with Network Credentials consisting of user IDs and passwords unique to each individual requiring Network access on behalf of the Contractor. Access rights will automatically expire one(1)year from the date of this Agreement. If this access is being granted for purposes of completing services for the City pursuant to a separate contract, then this Agreement will expire at the completion of the contracted services, or upon termination of the contracted services,whichever occurs first. This Agreement will be associated with the Services designated below. ❑ Services are being provided in accordance with City Secretary Contract No. ❑ Services are being provided in accordance with City of Fort Worth Purchase Order No. X Services are being provided in accordance with the Agreement to which this Access Agreement is attached. ❑ No services are being provided pursuant to this Agreement. 4. Renewal. At the end of the first year and each year thereafter, this Agreement may be renewed annually if the following conditions are met: 4.1 Contracted services have not been completed. 4.2 Contracted services have not been tenninated. 4.3 Within the thirty (30) days prior to the scheduled annual expiration of this Agreement, the Contractor has provided the City with a current list of its officers, agents, servants, employees or representatives requiring Network credentials. Notwithstanding the scheduled contract expiration or the status of completion of services, Contractor shall provide the City with a current list of officers, agents, servants, employees or representatives that require Network credentials on an annual basis. Failure to adhere to this requirement may result in denial of access to the Network and/or termination of this Agreement. 5. Network Restrictions. Contractor officers, agents,servants,employees or representatives may not share the City-assigned user IDs and passwords. Contractor acknowledges,agrees and hereby gives its authorization to the City to monitor Contractor's use of the City's Network in order to ensure Contractor's compliance with this Agreement. A breach by Contractor, its officers, agents, servants, employees or representatives, of this Agreement and any other written instructions or guidelines that the City provides to Contractor pursuant to this Agreement shall be grounds for the City irmnediately to deny Contractor access to the Network and Contractor's Data, terminate the Agreement,and pursue any other remedies that the City may have under this Agreement or at law or in equity. 5.1 Notice to Contractor Personnel—For purposes of this section, Contractor Personnel shall include all officers, agents, servants, employees, or representatives of Contractor. Contractor shall be responsible for specifically notifying all Contractor Personnel who will provide services to the City under this agreement of the following City requirements and restrictions regarding access to the City's Network: (a) Contractor shall be responsible for any City-owned equipment assigned to Contractor Personnel, and will immediately report the loss or theft of such equipment to the City (b) Contractor, and/or Contractor Personnel, shall be prohibited from connecting personally-owned computer equipment to the City's Network (c) Contractor Personnel shall protect City-issued passwords and shall not allow any third party to utilize their password and/or user ID to gain access to the City's Network (d) Contractor Personnel shall not engage in prohibited or inappropriate use of Electronic Communications Resources as described in the City's Administrative Regulation D7 (e) Any document created by Contractor Personnel in accordance with this Agreement is considered the property of the City and is subject to applicable state regulations regarding public information (f) Contractor Personnel shall not copy or duplicate electronic information for use on any non-City computer except as necessary to provide services pursuant to this Agreement (g) All network activity may be monitored for any reason deemed necessary by the City (h) A Network user ID may be deactivated when the responsibilities of the Contractor Personnel no longer require Network access 6. Termination. In addition to the other rights of termination set forth herein, the City may terminate this Agreement at any time and for any reason with or without notice, and without penalty to the City.Upon termination of this Agreement, Contractor agrees to remove entirely any client or communications software provided by the City from all computing equipment used and owned by the Contractor, its officers, agents, servants, employees and/or representatives to access the City's Network. 7. Information Security. Contractor agrees to make every reasonable effort in accordance with accepted security practices to protect the Network credentials and access methods provided by the City from unauthorized disclosure and use. Contractor agrees to notify the City immediately upon discovery of a breach or threat of breach which could compromise the integrity of the City's Network, including but not limited to,theft of Contractor-owned equipment that contains City-provided access software, termination or resignation of officers, agents, servants, employees or representatives with access to City-provided Network credentials, and unauthorized use or sharing of Network credentials. ACCEPTED AND AGREED: CITY OF FORT WORTWa/V-4,1 CONTRAC S CORPORATION: By: By: J Chapa Name: Chris Co ey Assistant City anagef Title: Senior Vice President Date: (d- 3 t �� /.T Date: ATT T: tr ATTEST: By. i Secretary e; 1177 OFFICIAL RECORD CITY SECRETARY °�° FT. WORTH, TX Titl� ,� 1ti Cl � y _ T APPROVED AS TO FORM AND LEGALITY: 1,2 By: '�G , �2 Jessica Sangsvang /S- �/ Assistant City Attorney M&C: none required Official site of the City off1�1RF�yorrt ��fV1\1t Worth,Texas CITY COUNCIL AGENDA � 11 COUNCIL ACTION: Approved on 12/1/2015 DATE: 12/1/2015 REFERENCE P-11818 LOG NAME: 13P15-0276 PARKING NO.: MANAGEMENT EW CODE: P TYPE: NON- PUBLIC CONSENT HEARING: NO SUBJECT: Authorize Agreement with SP Plus Corporation for Parking Management Services at the Fort Worth Convention Center and the Will Rogers Memorial Center for a Management Fee of$90,000.00 Per Year Plus Reimbursement of Actual Operating Expenses in an Estimated Amount of$1,400,000.00 Annually (ALL COUNCIL DISTRICTS) RECOMMENDATION: It is recommended that the City Council authorize an Agreement with SP Plus Corporation for parking management services at the Fort Worth Convention Center and the Will Rogers Memorial Center for a management fee of$90,000.00 per year plus reimbursement of actual operating expenses in an estimated amount of$1,400,000.00 annually. DISCUSSION: On July 29, 2015, the City issued a Request for Proposals (RFP) to identify a parking operator for the parking management services for the Fort Worth Convention Center (FWCC) and the Will Rogers Memorial Center (WRMC). The parking facilities encompass 1,804 spaces in two garages at the FWCC and 4,626 spaces throughout the campus at the WRMC. The Agreement excludes the approximately 30 days per year when the Southwestern Exposition and Livestock Show leases the entire WRMC complex. SP Plus Corporation (SP Plus) will be paid an annual management fee of$90,000.00. The City will reimburse budgeted and authorized operating expenses estimated to be $1,208,674.00 annually; with an additional $101,326.00 in contingency to address increased costs due to potential repairs and/or operational challenges due to construction or events. Funds for the annual management fee and operating expenses will be appropriated and approved through the annual budget. SP Plus has also committed to a capital investment of$75,000.00 for equipment to be determined based on agreement of both parties within four months of contract execution. The evaluation team included representation from Transportation and Public Works, Sundance Square, FWCC and WRMC. The evaluation factors included total management fee, total proposed operating budget, recent experience, responsiveness and feasibility of proposed business plan and proposer's ability, capacity, skill and financial strength. The evaluation team compared bid responses to the evaluation factors and SP Plus' proposal was the best rated value to the City. BID ADVERTISEMENT-This RFP was advertised in the Fort Worth Star-Telegram on July 29, 2015, August 5, 2015, August 12, 2015, August 19, 2015 and August 26, 2015. Purchasing received two responses. ADMINISTRATIVE INCREASE —An administrative increase or change order for this Agreement may be made by the City Manager in the amount up to $50,000.00 per year and does not require specific City Council approval as long as sufficient funds have been appropriated. M/WBE OFFICE —A waiver of the goal for MBE/SBE subcontracting requirements was requested by the Purchasing Division and approved by the M/WBE Office, in accordance with the BIDE Ordinance, because the purchase of goods or services is from sources where subcontracting or supplier Logname: 1d2 i opportunities are negligible. AGREEMENT TERMS — Upon City Council's approval this Agreement shall have a five year term beginning February 1, 2016 and expiring January 31, 2021. RENEWAL OPTIONS - This Agreement may be renewed for up five additional one-year terms at the City's option. This action does not require City Council approval provided that City Council has appropriated sufficient funds to satisfy the City's obligations during the renewal terms. FISCAL INFORMATION/CERTIFICATION: The approval of this action provides Contract authority up to $1,400,000.00 per year, as specified. The Financial Management Services Director certifies that funds are available in the current operating budget, as appropriated, of the Transportation and Public Works Department and that prior to an expenditure being made, the Transportation and Public Works Department has the responsibility to validate the availability of funds. BQN\15-0276\EW TO Fund Department Account Project Program Activity Budget Reference# Amount ID ID Year Chartfield 2 FROM Fund Department Account Project Program Activity Budget Reference# Amount ID ID Year Chartfield 2 Submitted for City Manager's Office by: Susan Alanis (8180) Originating Department Head: Aaron Bovos (8517) Additional Information Contact: Jack Dale (8357) Eryck Walker (6610) ATTACHMENTS Logname: 1d2