i

REQUEST FOR PROPOSALS

FOR

OPERATION OF THE PARKING FACILITIES

AT FORT WAYNE INTERNATIONAL AIRPORTFORT WAYNE, INDIANA 46809

April 1, 2013

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TABLE OF CONTENTSPage

SECTION I INTRODUCTION .............................................................................................1A. General Background. .............................................................................1B. Submission of Proposals ........................................................................2C. Submission Requirements......................................................................2D. Proposal Structure. .................................................................................2E. Mandatory Pre-Proposal Meeting. .........................................................3F. Airport Contracting Policy.....................................................................3G. Minimum Qualifications for Proposers. ................................................4H. DBE Goal and Local Participation. .......................................................4I. Other Information. .................................................................................4

SECTION II SOLICITATION SCHEDULE..........................................................................5

SECTION III PROPOSAL INSTRUCTIONS .........................................................................5A. Invitation. ...............................................................................................5B. Mandatory Pre-Proposal Meeting. .........................................................6C. Deadline for Submission of Proposals. ..................................................6D. Point of Contact. ....................................................................................6E. Deadline for Questions. .........................................................................6F. Proposer to Investigate...........................................................................7G. Rejection of Proposals. ..........................................................................7H. Proposal Guarantee. ...............................................................................7I. Surety Bond. ..........................................................................................8J. Execution of Documents........................................................................8K. Withdrawal of Proposals; Award; Return of Proposal

Guarantee. ..............................................................................................8

SECTION IV AIRPORT AND PUBLIC PARKING FACILITIES OVERVIEW ..................9A. Airport Information................................................................................9B. Parking Facilities. ..................................................................................9C. Airport Parking Rates. .........................................................................10D. Toll Plazas/Equipment. ........................................................................10E. Office Facilities and Storage Facility. .................................................12F. Shuttle Operations................................................................................12G. Gross Receipts and Reimbursable Expenses .......................................12H. Enplanements. ......................................................................................13

SECTION V BUSINESS TERMS AND GENERAL TERMS AND CONDITIONS .........13A. Term of Agreement..............................................................................13B. Management Fee and Reimbursable Expenses....................................14C. Performance Incentive Bonus. .............................................................14D. Knowledge of the Airport. ...................................................................14E. Intentionally Omitted. ..........................................................................14F. Insurance. .............................................................................................14

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G. Cleaning and Snow Removal...............................................................14H. Subcontracts. ........................................................................................15I. Airport Modifications. .........................................................................15J. Fines. ....................................................................................................15K. Management of Parking Facilities. ......................................................15L. Staffing/Personnel................................................................................16M. Operator’s Property..............................................................................16N. Uniforms and Identification. ................................................................16O. Repairs and Maintenance. ....................................................................16

SECTION VI SELECTION OF SELECTED PROPOSER ...................................................17

SECTION VII RIGHTS AND DUTIES OF PROPOSERS.....................................................19A. Proposal Disclosure. ............................................................................19B. Applicable Laws. .................................................................................19C. Security Requirements. ........................................................................19D. Equal Employment Opportunity Requirements...................................19

SECTION VIII MISCELLANEOUS SUBMISSION TERMS AND CONDITIONS..............20A. Waiver of Objections by Proposers. ....................................................20B. Proposal Preparation Costs. .................................................................21C. Amending Proposals. ...........................................................................21D. Proposal Errors.....................................................................................21E. Incorrect Proposal Information. ...........................................................21F. Prohibition of Proposer Terms and Conditions. ..................................21G. Right to Reject. ....................................................................................21H. Labor Force. .........................................................................................21I. Conflict of Interest and Proposal Restrictions. ....................................21J. RFP Amendment and Cancellation......................................................22K. Authority’s Right to Waive Variances.................................................22L. Severability. .........................................................................................22M. Choice of Law/Forum. .........................................................................22

EXHIBIT A – FORM OF PUBLIC PARKING FACILITY MANAGEMENTAGREEMENT

APPENDIX A - PROPOSAL FORMAPPENDIX B - ADDITIONAL PROPOSAL REQUIREMENTSAPPENDIX C - ACKNOWLEDGMENT OF ADDENDAAPPENDIX D – PROPOSAL BOND FORMAPPENDIX E - AFFIDAVIT OF NON-COLLUSIONAPPENDIX F - ACDBE PARTICIPATION FORMAPPENDIX G - LOT LOCATION MAP

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SECTION 1INTRODUCTION

The Fort Wayne-Allen County Airport Authority (the “Authority”) is seeking Proposalsfrom experienced and qualified operators of parking facilities to operate the Authority’s ParkingFacilities at the Fort Wayne International Airport (the “Airport”). In addition to the operation ofthe parking facilities, and as a separate proposal component, Proposers are encouraged to includethe establishment and running of a valet service to include an outline of the program, fees to becharged, and the cost to the Authority for the initial set up and the yearly costs to operate a valetservice. Proposers are encouraged to suggest changes to the existing operations and equipment,including the anticipate costs of each suggested item or activity.

This Section I summarizes certain elements of this Request for Proposals for theOperation of the Parking Facilities at the Fort Wayne International Airport, Fort Wayne, Indiana(the “RFP”), but Proposers are cautioned to read all documents contained in this RFP fullyand carefully. Defined terms used and not otherwise defined in this RFP shall have the meaningsascribed to them in Article I of the form of the Parking Facility Management Agreement (the“Agreement”) set forth in Exhibit A to this RFP.

The term of the completed Agreement to be executed by and between the Authority andthe selected Proposer shall be three (3) years. The Authority shall have two (2) separate renewaloptions, each option being one (1) year in length. The information in this RFP is not intended tocompletely define the proposed contractual relationship between the Authority and the selectedProposer, and Proposers are advised to read carefully the form of Agreement set forth in ExhibitA to this RFP. The Authority retains the right to revise the terms of the Agreement set forth inExhibit A to this RFP at any time during the RFP process and to negotiate different terms withthe selected Proposer. The selected Proposer that enters into the completed Agreement issometimes referred to as the “Operator” in this RFP.

A. General Background.

The Operator will operate and manage the Premises, which consist of the Public ParkingFacilities, Employee Parking Facilities, and the Toll Plazas. The Operator shall be required tooperate and manage the Parking Facilities twenty-four (24) hours per day, seven (7) days a week,with sufficient personnel to ensure an effective, efficient, courteous and convenient parkingoperation for visitors to and users of the Airport. The duties of the Operator under the completedAgreement also shall include; without limitation, the following: (1) the collection of parking feesand charges; (2) bookkeeping and accounting services with daily reports; (3) the removal ofimproperly parked and abandoned vehicles from the Parking Facilities; (4) nightly license plateinventory of all vehicles parked in the Public Parking Facilities; (5) emergency public services,including, without limitation, the jump-starting of vehicles, vehicle lock-out assistance, theinflation of tires and car-search assistance; (6) the cleaning of the Premises; (7) the receipt andprocessing of complaints and claims involving the Premises; (8) the removal of snow and ice inthe manner prescribed by Authority; (9) compliance with Applicable Laws at all times; and (10)the operation and maintenance of the revenue control system.

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Additionally, if the Authority decides to include valet parking or other suggestedenhancements in the Agreement terms, Operator will operate and manage all aspects of the valetservice or enhancements as outlined in Proposer’s response to this RFP and as agreed to by theAuthority.

B. Submission of Proposals.

A Proposer may submit only one Proposal in response to this RFP. The Authority shallreceive Proposals until 5:00 p.m., Eastern Daylight Time, on May 20, 2013, at Authority’sReceptionist’s Desk, which is located on the second floor of the Terminal at the Airport.Authority shall have the right, in its sole discretion, to extend the due date for Proposals.Authority assumes no responsibility for Proposals not properly addressed or identified.Proposals submitted after the deadline specified by Authority for the submission of Proposalsshall not be considered and shall be returned unopened.

C. Submission Requirements.

To expedite the evaluation of Proposals, each Proposer must organize its Proposal asoutlined in this RFP. Authority may deem any Proposal that does not follow the format specifiedherein as non-responsive and may disqualify it from further consideration for the award. Inaddition, failure on the part of a Proposer to provide the required documentation may be causefor rejection of such Proposer’s Proposal. Each Proposer must submit one original and three(3) copies for a total of four (4) copies, and the outside of the package containing theProposal must clearly indicate the name of the Proposer and the title of this RFP.

D. Proposal Structure.

Each Proposal shall consist of the following:

The Main Proposal Documents, which means the following parts of a completedProposal: (i) the cover/transmittal letter; (ii) the executive summary of importantfeatures of the Proposal, including the relevant qualifications of the Proposer, thehighlights of the Proposal, and any additional information that the Proposerbelieves is particularly important to the Proposer’s qualifications; (iii) thecompleted forms set forth in APPENDIX A and APPENDIX B to this RFP,including the Additional Proposal Requirements described therein (with theexception of materials included within the Support Documents); (iv) thecompleted Acknowledgement of Addenda set forth in APPENDIX C to this RFP;(v) the completed Affidavit of Non-Collusion set forth in APPENDIX E to thisRFP; and (vi) the Proposer’s ACDBE Participation Form set forth in APPENDIXF to this RFP;

The Support Documents, which means the parts of a completed Proposal consistingof partnership, joint venture and subcontract forms, ACDBE certificates, employeetraining manuals and handbooks, audited financial statements, and othersupplemental information and materials requested or required under APPENDIX Bto this RFP; and

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The Proposal Guarantee from the Proposer in the form of a bank cashier’s check ora proposal bond in the form of APPENDIX D to this RFP, made payable toAuthority, in the amount of Five Thousand and No/100 Dollars ($5,000.00), to beheld and applied as provided in this RFP.

The Main Proposal Documents and the Support Documents shall be printed single-sided and inat least ten (10)-point type. All pages included in the completed Main Proposal Documents mustbe sequentially numbered within each section, e.g., I-1, II-1, etc. Authority encourages clarityand brevity and requests that Proposers do not include a large amount of information that is notdirectly relevant to their Proposals. The Main Proposal Documents and the Support Documentsshall be submitted in a loose-leaf three (3) ring binder type folder or notebook with tabs. Allpages are to be on 8½” x 11” paper. The Proposal Guarantee shall be submitted in a sealedenvelope and correctly labeled as such.

In completing its Proposal, a Proposer shall not add, delete or vary any of the terms andconditions of any document prepared by Authority. In the event a Proposer makes any changesin any such document, Authority may, in its sole discretion, reject its Proposal.

Each Proposer must list the name of any proposed subcontractor and the service that is tobe provided by each such subcontractor in its Proposal where required. All subcontractors mustmeet all conditions and requirements applicable to the Proposer. Authority shall not allow thesame service to be provided by more than one entity. Nothing in this Section I.D. will beconstrued as creating any contractual rights between any subcontractor and the Authority.

E. Mandatory Pre-Proposal Meeting.

A potential Proposer must attend the pre-proposal meeting set at 1:30 p.m. EasternDaylight Time, on April 22, 2013, at the Authority’s Boardroom on the second floor of theTerminal at 3801 W. Ferguson Road, Suite 209, Fort Wayne, IN 46809. Registration for the pre-proposal meeting shall begin at 1:15 p.m. Eastern Daylight Time, and each attendee must bring acopy of this RFP to the pre-proposal meeting. After the meeting, the Authority will post a list ofthe attendees at the pre-proposal meeting on its website. The purpose of the pre-proposalmeeting will be to discuss the requirements and objectives of this RFP.

F. Airport Contracting Policy.

Each Proposer, including, without limitation, its agents, employees, representatives,lobbyists, attorneys, proposed partner(s), subconsultant(s), subcontractor(s), joint venture(s) andmember(s), must refrain, under penalty of such Proposer’s disqualification from this RFP process,from direct or indirect contact for the purpose of influencing the selection or creating bias in theselection process with any person who may play a part in the selection process, including membersof the group established by Authority to review the Proposals (the “Evaluation Panel”), membersof Authority’s Board of Directors, counsel to Authority and employees of Authority. The intent ofthis policy is to ensure fair and equitable treatment of all potential Proposers and compliance withthe legal requirements applicable to Authority’s contracting process.

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G. Minimum Qualifications for Proposers.

The selected Proposer must have a minimum of ten (10) years of continuous experience inthe management and operation of public parking facilities and must have experience managing andoperating at least one (1) airport parking facility that has or had an aggregate total of two hundredthousand (200,000) transactions annually and two million dollars ($2,000,000) in annual revenue.A potential Proposer that does not meet these minimum qualifications is encouraged to explorecooperative ventures with more established operators, to the extent permitted by the terms of thisRFP.

H. DBE Goal and Local Participation.

The requirements of 49 CFR Part 23, regulations of the U.S. Department of Transportation,applies to this concession. It is the policy of the Fort Wayne-Allen County Airport Authority topractice nondiscrimination based on race, color, sex, or national origin in the award orperformance of this contract. All firms qualifying under this solicitation are encouraged tosubmit bids/proposals. An ACDBE concession specific goal has not been established for thecontract. However, the Authority encourages the Proposer to have ACDBE participation.

The concession firm should submit the following relating to any ACDBE firms it proposes to useon this project: (1) the names and addresses of ACDBE firms and suppliers that will participatein the concession, (2) A description of the work that each ACDBE will perform; (3) The dollaramount of the participation of each ACDBE firm participating; (4) Written and signeddocumentation of commitment to use a ACDBE whose participation it submits to meet a contractgoal; (5) Written and signed confirmation from the ACDBE that it is participating in theconcession as provided in the prime concessionaire’s commitment;

ACDBEs identified in a Proposal must be certified as an ACDBE by the Unified CertificationProgram (UCP) prior to commencement of the Agreement in order to be eligible to counttheir participation. The Indiana Department of Transportation is the approved certifying agencyfor the UCP in the State of Indiana. Certification inquiries may be directed to the DBECertification contacts listed at http://www.in.gov/indot/2752.htm. A directory of certified firms islocated at http://www.in.gov/indot/2392.htm.

I. Other Information.

Proposers are required to meet the criteria as more fully described in this RFP.POTENTIAL PROPOSERS ARE AGAIN CAUTIONED TO READ ALL DOCUMENTSCONTAINED IN THIS RFP FULLY AND CAREFULLY. Proposals not submitted inaccordance with the requirements of this RFP may be deemed non-responsive and rejected. Allforms and information contained in Proposals shall become the property of Authority and willnot be returned after the deadline for submission of Proposals. This RFP does not commit theAuthority to award an Agreement or to pay any cost incurred in the preparation of a Proposal.The Authority specifically reserves the right to accept or reject any and all Proposals submittedand to negotiate with the selected Proposer on changes, additions or deletions to the terms of thecompleted Agreement to be executed by Authority and the selected Proposer. The

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recommendation to award the Agreement to any Proposer pursuant to this RFP is subject toapproval by the Authority’s Board of Directors.

SECTION IISOLICITATION SCHEDULE

The Authority has adopted the following tentative schedule for the submission ofProposals, the award of the Agreement, and the final execution of the completed Agreementunder this RFP:

Official Release of RFP April 1, 2013

Mandatory Pre-Proposal Meeting April 22, 20131:30 p.m. (Eastern Daylight)

Deadline for questions from Proposers May 1, 20132:00 p.m. (Eastern Daylight)

Final addendum to RFP issued May 6, 2013

Proposal submission deadline May 20, 20135:00 p.m. (Eastern Daylight)

Interviews (if deemed needed) June 10, 20131:00 p.m. (Eastern Daylight)

Presentation of proposed awardof Agreement for Approval byAuthority’s Board of Directors July 15, 2013

Commencement of New Operator Agreement October 1, 2013

All dates specified in this RFP are subject to change without notice and without liability toAuthority or its Board, officers, directors, employees, consultants, agents or representatives.Award of the Agreement and the final execution and commencement of the completedAgreement are subject to the approval of Authority’s Board of Directors.

SECTION IIIPROPOSAL INSTRUCTIONS

A. Invitation.

The Authority invites all interested parties to submit Proposals for the management andoperation of the Premises, as described in and under the terms and conditions set forth in thisRFP. To obtain the award, the selected Proposer must enter into the completed Agreement underthe terms and conditions contained therein. In the event the selected Proposer refuses or fails toexecute the completed Agreement and fulfill the requirements therein in accordance with the

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timetable set forth in this RFP, the Authority may elect to award the Agreement to anotherProposer as provided in this RFP.

B. Mandatory Pre-Proposal Meeting.

A potential Proposer who wishes to submit a Proposal must attend the pre-proposalmeeting at 1:30 p.m., Eastern Daylight Time, on April 22, 2013 at the Authority’s Boardroom onthe second floor of the Terminal at 3801 W. Ferguson Road, Suite 209, Fort Wayne, IN 46809.Registration for the pre-proposal meeting shall begin at 1:15 p.m., Eastern Daylight Time, andeach attendee must bring a copy of this RFP to the pre-proposal meeting. After the meeting, theAuthority will post a list of the attendees at the pre-proposal meeting on its website.

C. Deadline for Submission of Proposals.

Proposals will be accepted until 5:00 p.m., Eastern Daylight Time, on May 20, 2013, atthe Receptionist’s Desk, located on the second floor of the Terminal at the Airport. One (1)original and three (3) copies of a Proposal must be submitted in accordance with therequirements of this RFP and addressed to:

Rebecca RossProperty Manager

Fort Wayne-Allen County Airport Authority3801 W. Ferguson Rd., Suite 209

Fort Wayne, IN 46809

A Proposer assumes the risk of the method of delivery chosen. Authority assumes noresponsibility for delays caused by a Proposer’s chosen delivery service. Postmarking by the duedate does not constitute receipt by Authority of a Proposal. Late Proposals shall not be acceptednor shall additional time be granted to any Proposer. Proposals, or revisions to Proposals, maynot be submitted or delivered verbally or by facsimile, e-mail or other electronic transmission.

D. Point of Contact.

The point of contact for all correspondence concerning this RFP will be Rebecca Ross,Property Manager. All correspondence must be made via e-mail or facsimile transmission andsent only to Rebecca Ross by e-mail to ross@fwairport.com or by facsimile transmission to 260-747-1762. No phone calls will be accepted. Any unauthorized contact between a Proposer andany of Authority’s Board of Directors, officers, employees, consultants or legal counsel mayresult in rejection of such Proposer’s Proposal.

E. Deadline for Questions.

No interpretation of the meaning of any of the provisions of this RFP, nor correction ofany apparent ambiguity, inconsistency, error or any other matter pertaining to this RFP, will bemade by Authority to a Proposer verbally. Every request for interpretation or correction must bemade in writing and addressed to Rebecca Ross and sent by e-mail to ross@fwairport.com or byfacsimile transmission to 260-747-1762, and must be received no later than 2:00 p.m., EasternDaylight Time, on May 1, 2013, to be given consideration. Responses to requests for

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interpretation or correction shall be at the sole discretion of Authority. All interpretations andsupplemental instructions from Authority will be in the form of a written addendum, which, ifissued, will be delivered by e-mail to the e-mail address furnished by each Proposer inattendance at the mandatory pre-proposal meeting. In case a Proposer fails to acknowledgereceipt of any addendum on the Acknowledgement of Addenda form set forth in APPENDIX Cto this RFP, such Proposer’s Proposal will nevertheless be construed as though the addendumhad been received by such Proposer and submission of a Proposal will constitute a Proposer’sacknowledgment of receipt of all addenda to this RFP. Only the written interpretation orcorrection of this RFP by Authority shall be binding, and each Proposer is warned that no othersource is authorized to give information concerning, explaining or interpreting this RFP.

F. Proposer to Investigate.

Each Proposer must carefully examine this RFP and the Airport to become fully informedof the conditions to be encountered, the character, quality and quantities of the services to beperformed, and the materials to be furnished in responding to this RFP. All efforts by a Proposerto investigate and perform due diligence concerning the Airport and this RFP shall be conductedwith minimum interference to the operations of the Airport and the current parking provider. AProposer’s failure to understand the conditions to be encountered, the character, quality andquantities of the services to be performed, or the materials to be furnished in responding to thisRFP will not enable a Proposer to withdraw its Proposal without loss of its Proposal Guarantee.

G. Rejection of Proposals.

Authority reserves the right to reject any and all Proposals. Authority may, in its sole andabsolute discretion, re-advertise for Proposals using this RFP or a different request for proposals,or pursue a different approach to the operation of the parking facilities if it is determined that theproposals received are not in the best interest of the Authority. Authority may consider any ofthe following circumstances, among others, as a sufficient reason for disqualification and/orrejection of a Proposal:

Submission of more than one (1) Proposal by an individual, firm, partnership orcorporation under the same or different names;

Authority’s determination that a Proposal is non-responsive to this RFP; The Proposer’s failure to meet the minimum qualifications described in Section

I.G. of this RFP; The Proposer’s failure to satisfactorily perform any present or previous obligation to

the Authority; Authority’s determination that the Proposer is not responsible; and Any other conduct or circumstance which by law requires or permits rejection of a

Proposal.

H. Proposal Guarantee.

Each Proposal must be accompanied by a Proposal Guarantee. In the event the Authorityindicates its intent to award the Agreement to a Proposer but such Proposer fails or refuses toenter into the completed Agreement or in the event a Proposer fails to comply with the terms and

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conditions of its Proposal, Authority shall retain such Proposer’s Proposal Guarantee asliquidated damages. All Proposal Guarantees will be retained by the Authority until such timeas an Agreement has been signed, at which time, the unsuccessful Proposal Guarantees will bereturned.

I. Surety Bond.

Prior to execution of the completed Agreement, the selected Proposer must furnish toAuthority, and maintain throughout the Term of the Agreement, the Surety Bond as described inthe form of the Agreement set forth in Exhibit A to this RFP.

J. Execution of Documents.

The Main Proposal Documents shall be fully and correctly completed in every respect byan authorized representative of the Proposer. The authorized representative shall attest to thetruth of the statements made in the Main Proposal Documents by properly acknowledging thestatements before a Notary Public where indicated. A Proposer must submit its Proposal underits legal name. In completing its Proposal, a Proposer should not add, delete, vary or change anyof the terms and conditions of this RFP or the Proposal Form. If a Proposer makes any suchchanges, Authority may, in its sole discretion, reject such Proposer’s Proposal and deem it to benon-responsive to the terms and conditions of this RFP. All blank spaces in the Main ProposalDocuments must be completed legibly and correctly, either in ink or typed. Nothing in this RFPor a Proposal will be construed as creating any contractual rights between a Proposer and Authority.

K. Withdrawal of Proposals; Award; Return of Proposal Guarantee.

A Proposer may withdraw its Proposal provided that its request is in writing, sent bycertified U.S. Mail or overnight delivery service prior to the Proposal submission deadline. Arequest to withdraw a Proposal by telephone, facsimile transmission, e-mail or other electronicmeans shall not be considered by Authority as a withdrawal of a Proposal. Authority will awardthe Agreement to the most responsive and responsible Proposer, as determined by Authority inaccordance with this RFP. Authority shall notify the selected Proposer in writing and willprovide to the selected Proposer the completed Agreement for execution. The selected Proposermust execute the completed Agreement and return it to Authority within fourteen (14) calendardays after notification from Authority that Authority has awarded the Agreement to the selectedProposer. All certificates of insurance required under the Agreement to evidence themaintenance of the Insurance Coverages (collectively, the “Certificate of Insurance and theSurety Bond) also must be furnished to Authority within fourteen (14) calendar days afternotification from Authority of Authority’s intent to award the Agreement to such Proposer.Authority will not execute the completed Agreement until the Security Deposit, the Certificate ofInsurance and all other applicable documents are received and accepted by the Authority. TheAuthority shall return all unsuccessful Proposer’s Proposal Guarantee within ten (10) businessdays after Authority and the selected Proposer have executed the completed Agreement. In theevent that the selected Proposer fails or refuses to execute and return the completed Agreementor to provide the Surety Bond and the Certificate of Insurance during the time periods specifiedby Authority, such selected Proposer shall forfeit its Proposal Guarantee, which shall become theproperty of Authority, not as a penalty, but as liquidated damages. If Authority so desires, it may

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award the Agreement to the next most responsive and responsible Proposer, as determined byAuthority, who shall be subject to the requirements set forth in this Section III.K. In the eventthe next most responsive and responsible Proposer also fails to comply with the requirements ofthis RFP, then the next most responsive and responsible Proposer will be subject to the foregoingprovisions. Authority’s right to award the Agreement to the next most responsive andresponsible Proposer shall not create rights in any one Proposer and shall not in any way impairthe right of Authority to reject all Proposals and to re-advertise for Proposals. Any Proposer thatelects to withdraw its Proposal after the opening of the Proposals by Authority and prior to thetime stipulated for return of Proposal Guarantees shall forfeit its Proposal Guarantee to theAuthority as liquidated damages.

SECTION IVAIRPORT AND PUBLIC PARKING FACILITIES OVERVIEW

The Authority provides the following information to potential Proposers, but the accuracyof this information is not guaranteed and the continued performance of the Airport in accordancewith any trends that are or may be inferred from such information is not guaranteed. EachProposer is responsible for performing its own independent investigation of the Airport as suchProposer deems necessary or appropriate.

A. Airport Information.

The Airport is currently served by four (4) carriers with a total of 564,777 (enplaned anddeplaned) passengers reported for the 2012 calendar year. Approximately 100% of enplaningpassengers at the Airport are origination and destination passengers, which mean that their traveloriginates or terminates at the Airport.

B. Parking Facilities.

The Premises includes the following Pubic Parking Facilities: (1) the Economy ParkingLot, (2) the Long Term Parking Lot, (3) the Short Term Parking Lot; the following EmployeeParking Facilities (1) Employee Parking Lot, (2) the Manager Lot, (3) the VIP Lot; plus the TollPlazas. A map, depicting these lots and the location of the toll booths, is contained in AppendixG.

The Economy Parking Lot is controlled by one (1) entrance gate that includes anautomatic ticket dispenser and one (1) exit gate with an automatic credit card payment station. Itcurrently accommodates surface parking for approximately 270 vehicles. Payment is via creditcard only and there is an intercom to the main Toll Plaza.

The Long Term Parking Lot is controlled by three (3) entrance gates with each includingautomatic ticket dispensers and barrier gates. This lot currently can accommodate surfaceparking for approximately 1570 vehicles. There is also one (1) proximity activated exit gate.

The Short Term Parking Lot consists of three (3) entrance gates that include automaticticket dispensers and barrier gates. This surface lot currently accommodates approximately 327vehicles.

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The Manager Parking Lot consists of approximately thirty-seven (37) vehicles and iscontrolled by one entrance/exit barrier gate consisting of an automatic card reader.

The Employee Lot has surface parking for one hundred thirty-eight (138) vehicles and iscontrolled by one entrance barrier gate and one exit barrier gate each with an automatic cardreader.

The VIP Lot consists of surface parking for ten (10) vehicles and is controlled by one (1)entrance barrier gate with an automatic card reader and one exit barrier gate.

Note: the rental car lot will be relocated in the Summer/Fall of 2013. Effectiveapproximately November 1, 2013, the Short Term lot will consist of approximately twohundred twenty-nine (229) surface parking spaces and the Long Term lot will consist ofapproximately one thousand four hundred sixty-seven (1,467) surface parking spaces. Thenumber of entrance gates to the Long Term and Short Term lots will not change.

C. Airport Parking Rates.

The current rates charged to users of the Public Parking Facilities are set forth below:

Short Term Long Term0 to 30 min ……………… Free Per hour or fraction30 to 60 min ……………. $2.00 thereof . . . . . . . . . . . . . . . . $2.00Each additional 24 hour max $8.00hour or fraction Lost ticket maximum fee . . Daily Ratethereof…………………. $2.0024 hour max…………… $14.00Lost ticket minimumfee……………………… Daily rate

Economy Lot: Credit Card OnlyPer hour or fractionthereof…………………… $2.00Flat daily rate……………. $6.00Maximum weekly rate…….. $35.00Lost ticket minimum fee…… Daily rate

The foregoing parking rates were last adjusted in January 2008. The Authority maintains thediscretion to adjust parking rates, based upon its business and operational needs.

D. Toll Plazas/Equipment.

The Long Term and Short Term Lots exit through one common Toll Plaza whichcurrently includes a total of three (3) exit lanes with three (3) individual payment booths plus one(1) credit card only lane. As noted on Appendix “G”, changes to the parking lots will occur inthe Summer/Fall of 2013. It is anticipated changes that impact parking operations will be

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completed before November 1, 2013. Then, the Toll Plaza will be relocated and will consist oftwo (2) exit lanes plus one (1) credit card only lane.

The following equipment and software improvements were completed as part of theparking lot improvement project in 2005/2006 plus some minor subsequent additions with allequipment being owned by the Authority:

Software:

Amano Charge Centralized Credit Card Management Software

Upgrade Software Packages for Existing Fee Computers and Expressparc Machines

McGann Data Module that Routes Data to/from SQL Server

Upgrade from 4.x to McGann Professional Revenue Software

Upgrade from 4.x to McGann Professional Count/Monitor Software Only

McGann Upgrade for ASD-Link Processing

Upgrade from 4.x to McGann Professional Credit Card Expressparc Software

McGann Professional Debit Access Control Upgrade

McGann Business Alters

Wireless Internet Workstation Software-Secured

Equipment:

1 Dedicated PC for Amano Charge Centralized Credit Card

1 Magnetic Stripe Ticket Dispenser

8 Vehicle Detection Loops

3 Barrier Gates with Dual Channel Vehicle Detectors

10 Reno AVI-X Transmitters

2 Reno Receivers

2 Wiring Harnesses for Receivers

1 Quick Rack Cabinet

The following equipment upgrades were installed and completed in 2000/2001 and are owned by the

Authority:

Short Term/Long Term Lots

Entry Lanes (3LT/2ST):

6 Amano ETP Mag Spitters

6 High Voltage Surge Suppressors

6 Communications Surge Suppressors

Exit Lanes (2 Fee Computer/1 Credit Card):

2 AGP5200 Fee Computers

2 AGP Fee Displays

2 AGP Slip Printers

1 AGP ExpressParc Station

3 Battery Back-up

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4 High Voltage Surge Suppressors

4 Communications Surge Suppressors

Office Equipment

1 TC-Convertor

1 Revenue Software Upgrade (Ticket Tracking)

Economy Lot

Ticket In/Credit Card Out:

2 Amano AGP1700 Gates

2 Amano AGP0234 Dual Detectors

1 McGann Credit Card Entry Terminal

1 McGann Credit Card Exit Terminal w/printer

42 x 6 Loops Cut

1 McGann Express Parc Software

1 McGann Access Software w/debit

1 Petium PC

1 TC-Converter

E. Office Facilities and Storage.

The existing operator uses the second toll booth at the Toll Plaza as office space. A

restroom and storage space is available for use by the Operator’s personnel in the first toll booth.

The existing operator also utilizes the toll booth in the economy lot for storage since it is not

currently staffed. The Operator will have use of these facilities as needed for operations.

The new Toll Plaza effective approximately November 1, 2013 will have office, restroomand storage space similar to the existing areas.

F. Shuttle Operations

The Authority currently operates a Shuttle Bus Service between the Terminal and each ofthe Parking Facilities. This service begins at 5 a.m. and ends at 12 midnight. The Operator hasno obligation to, or responsibility for, the operation of the Shuttle Bus Service. However, theOperator communicates via a radio with the shuttle drivers when a customer requests that theOperator contact the shuttle service from them.

G. Gross Receipts and Reimbursable Expenses.

The gross receipts reported by the incumbent operator and manager of the Public ParkingFacilities are as follows:

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Total Long Term Short Term EconomyContract Year Gross Receipts Revenue Revenue Revenue

2008/09 $ 2,484,011 $ 1,734,758 $ 441,464 $ 307,7892009/10 $ 2,590,048 $ 1,803,524 $ 456,708 $ 329,8162010/11 $ 2,651,427 $ 1,850,717 $ 452,917 $ 347,7932011/12 $ 2,664,613 $ 1,846,445 $ 451,837 $ 366,331

H. Enplanements.

The historical enplanements for the Airport are as follows:

Calendar Year Enplanements2008 287,3432009 266,1762010 273,0562011 277,9382012 284,465

The monthly enplanements for 2011 and 2012 for the Airport are as follows:

2011 2012

JAN 21,220 21,119

FEB 18,778 21,924

MAR 24,741 24,888

APR 22,512 22,001

MAY 23,843 23,832

JUN 26,555 25,814

JUL 26,507 25,875

AUG 23,742 25,253

SEP 22,700 23,822

OCT 24,019 25,699

NOV 21,622 21,699

DEC 22,590 21,648

SECTION VBUSINESS TERMS AND GENERAL TERMS AND CONDITIONS

A. Term of Agreement.

Authority anticipates entering into the completed Agreement for a term of three (3) years.The Authority shall have two (2) separate renewal options, each option being one (1) year inlength.

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B. Management Fee and Reimbursable Expenses.

In the completed Agreement, Authority shall agree to pay to the Operator, and theOperator shall agree to accept from the Authority as full and complete payment for successfulperformance of the Operator for the management, operation, administration, and insurance costsfor the operation of the Premises (excluding Reimbursable Expenses), an annual management fee(the “Management Fee”), which shall be payable in equal monthly installments. Pursuant to itsProposal, a Proposer must propose the Management Fee to be paid in the event such Proposer isthe selected Proposer. The Authority also shall agree to reimburse the Operator forReimbursable Expenses incurred in the operation of the Premises under the procedures andsubject to the terms and conditions provided by the completed Agreement.

C. Performance Incentive Bonus.

To facilitate a strong, sound, mutually beneficial relationship with the Operator, thecompleted Agreement shall provide the Operator an opportunity to receive an annualperformance-related incentive bonus. This bonus is not guaranteed and shall be paid solely at thediscretion of the Authority based on an annual evaluation of the Operator’s performance. Theform of Agreement set forth in Exhibit A to this RFP contains a performance evaluation formand a bonus calculation form for use by the Authority, both of which are subject to modificationand revision in the final executed Agreement. The incentive bonus shall at no time exceed one-half of one percent (0.5% or .005) of Net Operating Income (as defined in the Agreement) fromoperation of the Parking Facilities. Objective and subjective areas that the Authority mayconsider when determining any annual performance-related incentive bonus available to theOperator include matters such as customer service, efficiency of operations, budget attainment,management performance, implementation of marketing strategies, and responsiveness toAuthority.

D. Knowledge of the Airport.

Employees of the Operator are expected to be able to assist Airport patrons with way-finding in the vicinity of the Airport.

E. Intentionally left blank.

F. Insurance.

The Operator must comply with the insurance requirements set forth in Article 12 of theform of the Agreement set forth in Exhibit A to this RFP.

G. Cleaning and Snow Removal.

The Operator shall be solely responsible for the pick-up and removal of trash and theremoval of snow and ice so as to maintain a safe, neat and orderly operation at all times.Authority personnel will use Authority owned street sweepers to sweep the Parking Facilities ascoordinated with the Operator. The Operator shall make all areas of the Premises available forexamination to Authority’s authorized personnel at any time. Daily custodial services inside thetoll facilities shall be the responsibility of the Operator.

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H. Subcontracts.

Authority must approve all subcontracts prior to the execution thereof by the Operator.In addition, the Operator may not assign, delegate, transfer or convey to any person or entity theright to operate the Parking Facilities without the prior written approval of Authority.

I. Airport Modifications.

Authority shall have the right, at any time and from time to time prior to and during theTerm of the Agreement, in the interest of the efficient operation of the Airport, to close, move oralter any roadway, Parking Facility, vehicular entrance or exit or common corridor, passageway,walkway or other common areas in the Terminal, including, without limitation, entrances, exits,passages, halls, corridors, aisles, stairways, elevators or escalators, or to restrict or change thetraffic on or through any thereof. The Operator shall not have any claim against Authority forsuch action, nor shall such action by Authority release the Operator from any of its obligationsunder the Agreement.

J. Fines.

By the submission of a Proposal, each Proposer agrees that the fines set forth in the formof Agreement set forth in Exhibit A to this RFP are reasonable and, if awarded the Agreement,agrees to pay Authority such fines in accordance with the completed Agreement at the rates or inthe amounts specified therein upon written demand by Authority.

K. Management of Parking Facilities.

The Operator shall operate each Parking Facility and provide all services that are requiredunder this RFP, its Proposal and the completed Agreement with Authority, including, withoutlimitation, the following:

Collecting parking fees and charges established by Authority; Providing a monthly accounting of all expenses to Authority and providing daily copies

of all deposits made to Authority’s designated bank account; The Operator shall be responsible for and shall abide by all ordinances and laws

pertaining to the operation of the Premises and shall obtain all required licenses andpermits and satisfy any other technical requirements at its own expense. Authority maymake periodic and routine inspection of the Premises and the equipment therein todetermine whether the Operator is in compliance with the Operator’s obligationsregarding the Premises;

Keeping all areas of the Premises safe, clean and orderly at all times and in strictaccordance with Applicable Laws, including, without limitation, the rules and regulationsof Authority;

Removing improperly parked or abandoned vehicles from all Public Parking Facilities; Completing a nightly license plate inventory of all vehicles parking on the Public Parking

Facilities;

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Providing free emergency public services, including, without limitation, jump-starting ofvehicles, vehicle lock-out assistance, inflation of tires and car-search assistance inparking areas designated by Authority;

Maintaining equipment and facilities as prescribed in the Agreement; In a manner satisfactory to Authority, receiving, reporting, tracking and responding to all

complaints and all claims made for losses, damage or injuries on Premises; Performing mandatory criminal background checks on all potential employees prior to

employment; and Performing snow and ice removal including application of de-icing materials acceptable

to the Authority.

The Operator shall accept the Premises and the associated equipment provided in their“as-is, where-is” condition and shall be responsible for any interior modifications, as theOperator deems necessary; provided, however, that the Operator must first obtain the Authority’swritten approval of any alteration of the physical facilities or the installation of replacement oradditional equipment. Authority shall have the right to require that any practices inconsistentwith this RFP, the Operator’s Proposal or the completed Agreement be discontinued or remediedimmediately. Failure of the Operator to take appropriate action after notification from Authoritymay result in termination of the Agreement.

L. Staffing/Personnel.

Each Proposal shall contain a staffing plan that details the number and qualifications ofthe personnel who will be employed in the operation of the Premises. The Operator shall employpeople who are neat, clean, well-groomed and courteous. The Operator must employ anexperienced Parking Manager and necessary Supervisors to oversee and direct the day-to-dayoperations of the Premises.

M. Operator’s Property.

The Operator shall be solely responsible for security measures required to protect its area,equipment, materials and receipts. Such security measures may not violate other provisionscontained in the Agreement.

N. Uniforms and Identification.

The Operator’s employees shall, at all times, wear neat and clean attire. All such attire asoutlined in the Agreement shall be subject to the prior approval of Authority. Operator’semployees shall at all times on duty wear identification badges provided by Operator.

O. Repairs and Maintenance.

The Operator shall be responsible for the loading of tickets, the clearing of ticket jamsand adjustments to ticket dispensers and gate arms to ensure the continuous and efficientoperation of the computerized revenue control systems of the Parking Facilities. Operator shallbe responsible for preventive maintenance and repair of all equipment within the Parking

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Facilities. No alterations or additions shall be made to the Premises or the equipment without theprior written approval of Authority.

Authority personnel shall be responsible for entering employee parking pass informationinto the system and purchasing tickets, access cards, and other supplies as needed andcoordinated with the selected Operator.

SECTION VISELECTION OF SELECTED PROPOSER

The Authority will review all Proposals for completeness and adherence to therequirements of this RFP. Proposals that are not received prior to the specified time on the duedate will be considered non-responsive. A Proposal that is incomplete or is not submitted inaccordance with the formatting requirements of this RFP may be deemed non-responsive anddisqualified from the process.

The selected Proposer must have the necessary experience, organization and financialcapability to fulfill the conditions of the executed Agreement. The Authority reserves the soleright to determine the sufficiency of the experience and qualifications of all Proposers.Authority also reserves its right to negotiate with any selected Proposer any changes, additionsand/or deletions to the Proposer’s Proposal.

The Authority will select the Evaluation Panel to review all Proposals. Upon thecompletion of the initial review of Proposals by the Evaluation Panel, the Authority may developa short list of Proposers for interviews. Any such short list shall identify those Proposers that theEvaluation Panel has determined have the greatest likelihood of obtaining the award of theAgreement.

A Proposer shall have a minimum of ten (10) years continuous experience in theoperation of public parking facilities with references to be furnished. A Proposer most alsomanage or have managed at least one (1) airport facility with (a) an aggregate total of twohundred thousand (200,000) transactions annually, and (b) annual revenue of at least two milliondollars ($2,000,000). Proposer shall provide its DUNS number and financial statements for 2011and 2012.

Authority has developed the following criteria for the evaluation of Proposals by theEvaluation Panel:

Criteria for Evaluation:

1. Experience 10%

The Proposer’s number of years and relevancy of experience in theindustry; number of years and relevancy of experience at airports;financial performance with regard to existing facilities; industryachievements (national recognition from industry organizationsand local and regional recognition); and references on past andexisting performance at airports.

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2. FinancialResponsibility 5%

The Proposer’s demonstrated financial responsibility by providing

its DUNS number and financial statements for 2011 and 2012.

3. Management Fee 35%

The amount of the Management Fee proposed.

4. Quality of Proposal 5%

The overall quality and innovativeness of the Proposal (andpotential presentation) and its responsiveness to the Airport’sneeds, including operational and management techniques.

5. Managementand Operating Plans 30%

The demonstrated ability of the Proposer to manage the ParkingFacilities; the terms of the Proposer’s management plan relating tothe experience and qualifications of staff, including on-site staff;hourly rates paid to employees and benefits provided; staffingpractices, staffing levels and employee training programs; methodsto monitor customer service; and inventory and cash control, salesreporting and revenue procedures. The soundness of proposed FortWayne International operating budget for the first year ofoperation and acceptability of the submitted transition plan. Thisalso includes the operating plans for a proposed valet service andother enhancements suggested by Proposer.

6. Customer ServiceSummary Policy 10%

The Proposer’s practices and procedures relating to safety andcustomer queries, complaints and services.

7. ACDBE Participation 5%

The Proposer’s proposed ACDBE participation as submitted inAppendix F.

The Evaluation Panel will provide the Authority Board of Directors with its recommendation forthe award of the Agreement. The Board may accept or reject the recommendation of theEvaluation Panel and authorize or decline the award of the Agreement.

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SECTION VIIRIGHTS AND DUTIES OF PROPOSERS

A. Proposal Disclosure.

In compliance with the State of Indiana public record laws, all proposals will be availablefor public inspection after award. Proprietary information such as trade secrets, manufacturingprocesses, and financial information not otherwise publicly available shall not be subject topublic disclosure provided the Proposer invokes the protection of this section upon submission ofthe proposal.

The specific area or scope of data and materials to be protected must be identified and thereasons for their protection stated. An all-inclusive statement that the entire proposal isproprietary is unacceptable. Pricing offered to the Authority may not be considered proprietary.

B. Applicable Laws.

Proposers shall comply fully with all Applicable Laws, including, without limitation, therules and regulations promulgated by Authority, the State of Indiana and the federal governmentof the United States of America.

C. Security Requirements.

The Operator must agree to observe all security requirements of the TransportationSecurity Administration (TSA), 49 C.F.R. Parts 1540 and 1542, and the Airport Security Plan,and to take such steps as may be necessary or directed by Authority to ensure that its operationsand that of its subcontractors, material suppliers, employees, invitees and guests observe theserequirements. If Authority incurs any fines and/or penalties imposed by the TSA or any expensein enforcing the regulations of the TSA and/or the Airport Security Plan as a result of the acts oromissions of the Operator or any of its subcontractors, material suppliers, employees, invitees orguests, the Operator shall agree to pay and/or reimburse Authority for such fines and/orpenalties.

D. Equal Employment Opportunity Requirements.

During the performance of this Agreement, the Operator agrees as follows:

1. The Operator shall not discriminate against any employee or applicant foremployment because of race, color, religion, sex, national origin, handicap or creed. TheOperator shall take affirmative action to ensure that applicants are employed, and that employeesare treated during employment, without regard to their race, color, religion, sex, national origin,handicap or creed. Such action shall include, without limitation, the following: employment,upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination;rates of pay or other forms of compensation; and selection for training, includingapprenticeships. The Operator must agree to post in conspicuous places, available to employeesand applicants for employment, notices to be provided setting forth the provisions of thisnondiscrimination requirement.

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2. The Operator will, in all solicitations or advertisements for employees placed byor on behalf of the Operator, state that all qualified applicants will receive consideration foremployment without regard to race, color, religion, sex, national origin, handicap or creed.

3. The Operator will send to each labor union or representative of workers withwhich it has a collective bargaining agreement or other agreement or understanding, a notice tobe provided advising such labor unions or workers’ representatives of such Operator’scommitments under these requirements, and shall post copies of the notice in conspicuous placesavailable to employees and applicants for employment.

4. The Operator must comply with all provisions of Executive Order 11246 ofSeptember 24, 1965, and of the rules, regulations and relevant orders of the United StatesSecretary of Labor.

5. The Operator must furnish all information and reports required by ExecutiveOrder 11246 of September 24, 1965, and by the rules, regulations and orders of the United StatesSecretary of Labor, or pursuant thereto, and must permit access to its books, records andaccounts by the administering agency and the United States Secretary of Labor for purposes ofinvestigation to ascertain compliance with such rules, regulations and orders.

6. In the event of the Operator’s noncompliance with the nondiscrimination clausesset forth in the completed Agreement or with any of such rules, regulations or orders, Authoritymay cancel, terminate or suspend the completed Agreement in whole or in part and the Operatormay be declared ineligible for further Authority contracts or agreements or federally assistedcontracts in accordance with procedures authorized in Executive Order 11246 of September 24,1965, and such other sanctions may be imposed and remedies invoked as provided in ExecutiveOrder 11246 of September 24, 1965, or by rule, regulation or order of the United StatesSecretary of Labor, or as otherwise provided by law.

7. The Operator must include the provisions of this Section VII.E. in everysubcontract or purchase order unless exempted by rules, regulations or orders of the UnitedStates Secretary of Labor issued pursuant to Section 204 of Executive Order 11246 of September24, 1965, so that such provisions will be binding upon each subcontractor. The Operator alsomust take such action with respect to any subcontract purchase order as the administering agencymay direct as a means of enforcing such provisions, including sanctions for noncompliance,provided, however, that in the event the Operator becomes involved in or is threatened withlitigation from a subcontractor as a result of such direction by the administering agency, suchOperator may request the United States to enter into such litigation to protect the interests of theUnited States.

SECTION VIIIMISCELLANEOUS SUBMISSION TERMS AND CONDITIONS

A. Waiver of Objections by Proposers.

Proposers should carefully review this RFP and all attachments, including, withoutlimitation, the form of the Agreement set forth in Exhibit A to this RFP, for comments,questions, defects, objections or any other matters requiring clarification or correction.

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Questions and comments concerning this RFP must be made in writing and received byAuthority no later than the deadline for seeking written clarifications from Authority as set forthin this RFP.

B. Proposal Preparation Costs.

Authority will not pay any costs associated with the preparation, submittal orpresentation of any Proposal.

C. Amending Proposals.

The Authority will not accept any amendments, revisions or alterations to Proposals afterthe deadline for the submission of Proposals unless specifically requested, in writing, by theAuthority.

D. Proposal Errors.

Proposers are liable for all errors or omissions contained in their Proposals.

E. Incorrect Proposal Information.

If the Authority determines that a Proposer has provided, for consideration in theevaluation process or Agreement negotiations, incorrect information that the Proposer knew orshould have known was materially incorrect, the Authority may deem the Proposal of suchProposer as non-responsive to this RFP and reject it.

F. Prohibition of Proposer Terms and Conditions.

A Proposer may not submit its own Agreement terms and conditions in response to thisRFP. If a Proposal contains such terms and conditions, the Authority, in its sole discretion, maydetermine the Proposal to be non-responsive to this RFP and may reject it.

G. Right to Reject.

The Authority reserves the right to reject, in its sole discretion, any managementpersonnel or subcontractors proposed by a Proposer.

H. Labor Force.

The Authority encourages Proposers to strongly consider the use of existing personnel ofthe incumbent operator at the Airport in the event such operator is not awarded the Agreement.

I. Conflict of Interest and Proposal Restrictions.

By submitting a Proposal, a Proposer certifies that no amount shall be paid directly orindirectly to an employee or official of the Authority as wages, compensation or gifts inexchange for acting as an officer, agent, employee, subcontractor or consultant to such Proposerin connection with this RFP. Any individual, company or other entity involved in assisting theAuthority in the development, formulation or drafting of this RFP or its scope of services shall

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be considered to have been given information that would afford an unfair advantage over otherProposers, and any such individual, company or other entity may not submit a Proposal inresponse to this RFP.

J. RFP Amendment and Cancellation.

The Authority reserves the unilateral right to amend this RFP in writing at any time. TheAuthority also reserves the right to cancel or reissue this RFP in its sole discretion. If anAddendum is issued, it shall be provided only to prospective Proposers that attended themandatory pre-proposal conference. Proposers shall respond to the final written RFP andAddenda and any exhibits, attachments and amendments thereto.

K. Authority’s Right to Waive Variances.

Until the award of the Agreement, the Authority reserves the right to reject any or allProposals relating to the Agreement, waive technicalities, irregularities or informalities if suchwaiver is in the best interest of Authority and complies with applicable state and local laws orregulations pertaining to the letting of agreements or advertisements for Proposals, or proceed inany other manner permitted by Applicable Laws.

L. Severability.

If any provision of this RFP is declared by a court to be illegal or in conflict with anylaw, the validity of the remaining terms and provisions of this RFP shall not be affected and therights and obligations of the Authority and the Proposers shall be construed and enforced as ifthe RFP did not contain the particular provision held to be invalid.

M. Choice of Law/Forum.

The Agreement will be made and entered into in the State of Indiana and the laws of theState of Indiana shall govern the validity and interpretation of such Agreement and theperformance thereunder.

Exhibit A

Form of Parking Facility Management Agreement

A-1

APPENDIX A

PROPOSAL FORM

PROPOSAL FOR THE OPERATION OF THE PARKINGFACILITIES AT THE FORT WAYNE INTERNATIONAL AIRPORT,

FORT WAYNE, INDIANA

TO: Fort Wayne-Allen County Airport Authority3801 W. Ferguson Rd., Suite 209Fort Wayne, IN 46809

Dear Sir/Madam:

The undersigned (the “Proposer”) hereby declares that (i) the only person or personsinterested in this proposal (the “Proposal”) as principal or principals are as named herein and noperson other than herein mentioned has any interest in this Proposal or in the Agreement to beexecuted if this Proposal is accepted; (ii) this Proposal is made without connection with any otherperson, company or parties making a Proposal; and (iii) this Proposal is in all respects made in goodfaith without collusion or fraud. Capitalized terms used in this Proposal and not otherwise definedherein shall have the meanings ascribed to them in the Request for Proposals for the Operation ofthe Parking Facilities at the Fort Wayne International Airport, Fort Wayne, Indiana, dated May 1,2008, as amended (the “RFP”), including the form of the Agreement set forth in Exhibit A to theRFP.

Proposer declares that (i) it has examined the Airport and informed itself in regard to allconditions pertaining to the place where the services are to be performed; (ii) Proposer hasexamined the RFP and all other documents related thereto, including any Addenda furnished priorto the opening of Proposals, as acknowledged below; and (iii) Proposer has satisfied itself relative tothe services to be performed and the timeframe within which such services are to commence. ThisProposal incorporates by reference, as if fully set forth in this Proposal, the full content of theRFP, including all of the attachments thereto.

Proposer certifies that this Proposal meets or exceeds the requirements contained in theRFP. Proposer agrees to comply with all provisions and conditions as specified. All requestedinformation has been submitted as requested.

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Proposer agrees, if this Proposal is accepted by Authority, to enter into the Agreement andto operate the Premises pursuant to the terms and conditions of such Agreement, and to furnish allnecessary personnel, materials, equipment, machinery, tools, apparatus, means of transportation,labor and incidentals necessary to perform and complete within the time specified for the servicescovered by this Proposal and the RFP.

For purposes of this Proposal, Proposer hereby agrees and proposes to accept an annualManagement Fee, computed and paid on a monthly basis in equal installments, in payment of theadministrative and insurance costs of the performance of its obligations under the Agreement(excluding Reimbursable Expenses, which shall be reimbursed by Authority as provided in thecompleted Agreement). The proposed Management Fee is set forth below:

Agreement Year Management Fee

1 $___________________________________

2 $___________________________________

3 $___________________________________

Renewal Option 1 $___________________________________

Renewal Option 2 $___________________________________

Proposer must list all proposed subcontractors, if any, in the spaces provided below:

Name of Proposed Subcontractor Services to be Performed

__________________________________ _________________________________________

__________________________________ _________________________________________

__________________________________ _________________________________________

__________________________________ _________________________________________

__________________________________ _________________________________________

NOTE: No change in the proposed subcontractors listed above will be allowed without theexpress prior written approval of Authority. The listing of proposed subcontractors does notcreate any contractual rights between any proposed subcontractor and Authority. All proposedsubcontractors must be able to demonstrate their ability to perform the services proposed to thecomplete satisfaction of Authority.

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If selected for the award of the Agreement, Proposer further agrees to furnish the Surety Bond inthe required stated amount, to satisfy the requirement to provide the Insurance Coverages underthe completed Agreement, and to furnish the Certificates of Insurance, all prior to execution ofthe completed Agreement.

The required Proposal Guarantee in the amount of Five Thousand Dollars ($5,000.00) is includedwith this Proposal. In making this Proposal, Proposer fully understands that the Proposal Guaranteewill be forfeited as liquidated damages if this Proposal is accepted and Proposer fails to furnish therequired Surety Bond and the Certificates of Insurance and fails to execute the completedAgreement. By the submission of this Proposal, Proposer agrees to the use of the ProposalGuarantee as described in the RFP.

Respectfully submitted,

Proposer’s Name:

Signature of Authorized Person:

Print Name of Authorized Person:

Title of Authorized Person:

Address of Proposer:

A-4

INFORMATION CONCERNING PROPOSER

Date Submitted: , 2013.

THE FOLLOWING INFORMATION IS TO BE FURNISHED BY PROPOSER and must beacknowledged before a Notary Public by an officer or other authorized representative of Proposerwho has the responsibility and authority to bind Proposer as to the statements made.Furthermore, this information also must be provided for all subcontractors proposed byProposer (including, without limitation, proposed joint venturers).

1. Name of Proposer exactly as it will appear on the completed Agreement, if selected:

2. Address of Proposer for purposes of notice or other communications relative to thisProposal:

3. Proposer’s contact person, telephone number, fax number and e-mail address:

4. Proposer intends to operate the completed Agreement as a: Sole Proprietor, Partnership,Corporation, Joint Venture or Other.

5. Complete one of the four sections below, either, A, B, C or D, depending upon the typeof organization of Proposer:

A. SOLE PROPRIETORSHIP STATEMENT

If a Sole Proprietorship, furnish the following:

(a) Name in Full(b) Residence Address(c) Business Address(d) Driver’s license number and issuing state

B. PARTNERSHIP STATEMENT

If a Partnership, furnish the following:

(a) Date of Organization(b) Type of Partnership (General or Limited)(c) If a general partnership, provide evidence of public records filing and a

complete copy of the partnership agreement(d) If a limited partnership, provide evidence of public records filing and a

complete copy of the partnership agreement

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(e) Provide a current certificate(s) indicating Proposer is in good standing inits state of organization and qualified to do business in the State ofIndiana.

(f) For each partner, provide the following information: Name Residence address for an individual or of principal place of

business Address for other Percentage of ownership Indicate if the partner is a general or limited partner Driver’s license number and issuing state for individual

C. LIMITED LIABILITY COMPANY STATEMENT

If a limited liability company, furnish the following:

(a) Attach a complete copy of the articles of organization or formation, theoperating agreement and other organizational documents, and a currentcertificate(s) indicating Proposer is in good standing in its state oforganization and qualified to do business in the State of Indiana.

(b) For each member, provide the following information:

Name Residence address for an individual or of principal place of

business Address for other Percentage of ownership Driver’s license number and issuing state for individual

D. CORPORATION STATEMENT

If a corporation, furnish the following:

(a) Date of Incorporation(b) State of Incorporation(c) Proof the corporation is authorized to do business in Indiana(d) State if Proposer files periodic reports with the Securities and Exchange

Commission(e) List any exchanges on which any debt or equity securities of Proposer are

listed for trading:(f) List the number of voting and non-voting shares that are authorized, issued

and outstanding and the total number of shareholders.(g) Attach copies of Proposer’s charter, articles of incorporation, by-laws and

other organizational documents.

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(h) For each officer, director and principal shareholder (i.e., any shareholderwith beneficial ownership of more than 10% of any class of equitysecurities), provide the following information:

Name Title Residence address for an individual or of principal place of

business Address for other Number of voting shares beneficially owned Number of non-voting shares beneficially owned

E. JOINT VENTURE STATEMENT

If a joint venture, furnish the following:

(a) Date of Organization(b) If Joint Venture has done business before describe the nature of the prior

business and provide a complete copy of the joint venture agreement.(d) For each member of the joint venture, provide the following information:

Name Residence address for an individual or of principal place of

business Address for other Percentage of ownership Driver’s license number and issuing state for individual

The undersigned, on behalf of Proposer, hereby deposes and says that she/he has knowledgeof the statements made herein and is qualified and authorized to make and deliver suchstatements on behalf of Proposer.

PROPOSER:

By:Name:Title:

Subscribed and sworn to before me this ______ day of ___________, 2013.

Notary PublicMy Commission expires: _____________________ [SEAL]

B-1

APPENDIX B

ADDITIONAL PROPOSAL REQUIREMENTS

All of the information and data requirements in this APPENDIX B are required forProposer and all other subcontractors proposed by Proposer (except that Sections 1.I.below are not required for subcontractors). Therefore, the use of the term “Proposer” in thissection applies to Proposer and other proposed subcontractors of Proposer (including, withoutlimitation, all proposed joint venturers) that will be involved in the performance of operationsunder the completed Agreement.

SECTION 1 – EXPERIENCE AND QUALIFICATIONS; ACDBE PLAN

A. Furnish a statement detailing Proposer’s background and a statement thatProposer possesses the qualifications set forth in SECTION VI-SELECTION OF SELECTEDPROPOSER of the RFP. This information should include the following information:

Number of years operated in business; Whether Proposer has ever operated under another name and/or ownership

structure; Description of current business operations, including total number, type and

location of operations and a description of the services provided; Organizational chart; Names and addresses of relevant parking operations operated and managed by

Proposer in the prior ten (10) years, including name in which business wasoperated; name and location of facility; dates during which facility wasoperated; summary of scope of services; annual gross receipts; operatingbudget; management fees; number of parking spaces by facility type (e.g.,garage, long term); and individual contact with telephone number and type ofbusiness served;

Information on quality monitoring programs that Proposer has implemented atother venues, including both descriptive information and sample evaluationforms from quality audits, performance standard evaluations or other similarprograms; and

Proposer’s experience in the operation of revenue control systems.

B. Provide the name, location and date of any of Proposer’s airport concessionagreements, management agreements, leases or other arrangements that have been terminatedwithin the past ten (10) years, either voluntarily or involuntarily, prior to the expiration of itsterm and also list any judgments terminating, or any pending lawsuits for the termination of, anysuch concession agreements, management agreements, leases or other arrangements of Proposerwithin the past ten (10) years.

B-2

C. Provide any other information that supports Proposer’s operations/managementexperience as it pertains to this Proposal.

D. If Proposer or any of its principals, officers, partners, directors or members hasbeen involved in any bankruptcy proceedings in the past ten (10) years, provide information ordocumentation as to the current status of any such bankruptcy.

E. If Proposer or any of its principals, officers, partners, directors or members hasever defaulted or been barred (regardless of the current status of the debarment or the underlyingreasons for the debarment) from bidding on government (federal, state, county or local) or airportcontracts or agreements, provide the current status of the debarment proceeding(s), the reasonsfor debarment and the expiration date of such debarment (if applicable).

F. If Proposer has ever had a bond or surety canceled or forfeited, attach a statementnaming the bonding company, the date, the amount of the bond and the reason for suchcancellation or forfeiture.

G. If Proposer, any Affiliate of Proposer or any principal, officer, partner, director ormember of Proposer has, within the last ten (10) years through the date of this Proposal, been thesubject of any charges of unfair or deceptive, anti-competitive business practices, fraud, criminalconduct or a civil or criminal antitrust violation, attach a statement describing any such chargesand the current status or outcome.

H. Prior to the execution of the Agreement, Proposer may be required to provide, ifthis Proposal is accepted, a legal opinion from counsel covering such matters as Authority mayreasonably request, including, without limitation, the organization and good standing ofProposer, the authority of Proposer to enter into the Agreement, the enforceability of theAgreement against Proposer and the absence of threatened or pending litigation or governmentalproceedings which would impair the ability of Proposer to fulfill the terms of the Agreement.

I. For each certified ACDBE included in this Proposal, provide the following:

Detail the ACDBE’s experience and qualifications to operate or support parkingactivities;

Describe in detail how the ACDBE will operate within Proposer’s ACDBE planat the Airport; and

Confirm that the ACDBE has been certified by the UCP or has made contact withthe intent and ability to become certified as an ACDBE prior to the onset of thisAgreement.

J. Proposer must list three (3) business references and three (3) financial referencesrelated to its business operations during the past two (2) years. The Authority will contact thesereferences.

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SECTION 2 - FINANCIAL RESPONSIBILITY

The Proposer must provide the past two (2) years of financial statements prepared inaccordance with generally accepted accounting practices and audited by an independent certifiedpublic accountant with such certified public accountant’s statement attached. At a minimum, theProposer shall submit a balance sheet, a statement of changes in financial position, an incomestatement, all with accompanying footnotes. Authority will also accept a detailed statement fromthe Proposer’s commercial bank setting forth asset and cash value information.

SECTION 3 – MANAGEMENT AND OPERATIONS PLAN

A. Proposer must submit information to allow Authority to evaluate how itsmanagement and operations plan will achieve the goal of conducting high quality, customer-focused parking operations within the Premises, including, without limitation, a staffing plan thatprovides the following details relating to Proposer’s staffing to meet its obligations under theAgreement:

The management structure to be used in Proposer’s operations. Charts, diagramsand descriptive materials as appropriate may be used to expand or clarify.Identify the relationship between the local operation and Proposer’s mainheadquarters;

A detailed description of Proposer’s operating procedures, including internalfinancial controls and auditing procedures, handling of nonstandard transactions(such as lost tickets) and customer relations;

The procedures and schedules for all maintenance and custodial services to berendered by Proposer in managing the Parking Facilities;

Proposer’s program to maintain and enhance the standards of parking service atthe Airport; and

A draft of the operation policy and procedures manual that reflects the operationof the Parking Facilities as proposed by Proposer. At minimum, this manual shallinclude general operating and management policies, customer service policies,cash control procedures, accounting and audit procedures, lost ticket procedures,job descriptions for each job title, employee training guide by job title, employeemaster schedule, emergency procedures, the Parking Manager’s office, cell andhome phone numbers, each Supervisor’s office, cell and home phone numbers,and Proposer’s personnel policies.

Transition Plan

B. Proposer shall provide a resume and job description of the Parking Manager andeach Supervisor that Proposer proposes to assign to the Premises. If an individual has not beenselected, then provide the qualifications and level of experience Proposer will require when hiring a

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Supervisor and/or the Parking Manager. Also, describe the qualifications and level of experienceProposer will require when hiring other supervisory personnel.

C. The Proposer shall submit a proposed budget for the first year of operation of theAgreement term from October 1, 2013 through September 30, 2014, detailing expenses to beincurred including staff classifications, wages, and benefit costs of on-site staff, as well as otherreimbursable operating costs. The Proposer shall provide information in the level of detaildeemed necessary to demonstrate knowledge and understanding of the parking operation at FortWayne International Airport.

SECTION 3 – OTHER INFORMATION

A. Attach any other information relevant to the Proposal.

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APPENDIX C

ACKNOWLEDGEMENT OF ADDENDA

Addendum No. Signature Date

Addendum No. Signature Date

Addendum No. Signature Date

Addendum No. Signature Date

Addendum No. Signature Date

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APPENDIX D

Proposal Bond Form

KNOW ALL MEN BY THESE PRESENTS:

That we, the undersigned, _________________________________ as Principal, and_________________________________________, a corporation, authorized to do surety businessin the State of Indiana, as Surety, are held and firmly bound unto the Fort Wayne-Allen CountyAirport Authority, as Obligee, in the sum of ____________________________($___________) inlawful money of the Unites States of America, for the payment of which sum, will and truly to bemade, said Principal and Surety bind themselves, their heirs, executors, administrators, successors,and assigns, jointly and severally, by these presents.

The condition of this obligation is such that, if the Obligee, the Fort Wayne-Allen County AirportAuthority, shall make an award to the Principal of the Management Agreement for:

Operation of the Parking Facilities at Fort Wayne International Airport

According to the terms of the proposal made by the Principal therefore, and the Principal shall dulymake and enter into a management agreement with the Obligee in accordance with the terms of saidproposal and award and shall give bonds for the faithful performance thereof, with Surety orSureties approved by the Obligee; or if the Principal shall in case of its failure to do so, pay the sumhereof as liquidated damages which the Obligee shall suffer by reason of such failure, but notexceeding the penalty of this bond, then this obligation shall be null and void; otherwise, it shall beand remain in full force and effect.

IN WITNESS WHEREOF, we have executed this proposed Bond this ______ day of______________________, 2013.

____________________________________

Principal

ATTEST: BY:

_____________________________________ ___________________________________

_____________________________________ ____________________________________

Corporate Secretary Surety

APPENDIX E

AFFIDAVIT OF NON-COLLUSION

NON-COLLUSION AFFIDAVITSTATE OF INDIANA)

) SS:COUNTY)

The undersigned proposer or agent, being duly sworn on oath, says that he has not, norhas any other member, representative, or agent of the firm, company, corporation or partnershiprepresented by him, entered into any combination, collusion or agreement with any personrelative to the price to be proposed by anyone nor to prevent any person from proposing nor toinduce anyone to refrain from proposing, and that this RFP is made without reference to anyother proposal and without any agreement, understanding or combination with any other personin reference to such proposal.

He further says that no person or persons, firms, or corporation has, have or will receivedirectly or indirectly, any rebate, fee, gift, commission, or thing of value on account of suchproposal.

Signature of Proposer or Agent Proposer (Firm)

Subscribed and sworn to before me on this day of , 2013

My commission expires:

Notary Public

County of Residence:

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APPENDIX F

LETTER OF INTENTACDBE Participation

Name of Proposer’s firm: _______________________________

Address: ________________________________________________

City: _____________________________ State: _______ Zip: ______

Name of ACDBE firm: ________________________________________

Address: _________________________________________________

City: ________________________________State: _______ Zip: _____

Telephone: ___________________

Description of work to be performed by ACDBE firm:

The Proposer is committed to utilizing the above-named ACDBE firm for the work or servicesdescribed above. The estimated dollar value of this work or service is $ ___________.

Affirmation

The above-named ACDBE firm affirms that it will perform the portion of the Agreement for theestimated dollar value as stated above.

By __________________________________________________________(Signature) (Title)

If the Proposer does not receive award of the Agreement, any and all representations inthis Letter of Intent and Affirmation shall be null and void.

(Submit this page for each ACDBE subcontractor.)

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APPENDIX G

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