concession management contract no. mwaa-5-15-c001 between metropolitan washington airports ...

243 Pages·2015·9.39 MB·English

CONCESSION MANAGEMENT CONTRACT NO. MWAA-5-15-C001

BETWEEN

METROPOLITAN WASHINGTON AIRPORTS AUTHORITY

AND

____________________________________

FOR

MANAGEMENT AND OPERATION OF THE

PARKING AND SHUTTLE BUS CONCESSION

AT

RONALD REAGAN WASHINGTON NATIONAL AIRPORT

July 1, 2015
Table of Contents
Page

ARTICLE 1. CONTRACT TERM ................................................................................... 1

Section 1.01 Contract Term
Section 1.02 Contract Year
Section 1.03 Option Period

ARTICLE 2. DEFINITIONS ............................................................................................ 2

ARTICLE 3. PREMISES AND OPERATING EQUIPMENT ........................................ 3

Section 3.01 Premises
Section 3.02 Vehicles and Operating Equipment
Section 3.03 Use of the Authority’s Premises and
Operating Equipment

ARTICLE 4. RIGHTS AND OBLIGATIONS OF THE CONTRACTOR ...................... 7

Section 4.01 Contract Obligations
Section 4.02 Public Parking Operational Requirements
Section 4.03 Parking Rates & Waivers
Section 4.04 Shuttle Bus Services and Management
Section 4.05 Maintenance Responsibilities of the
Contractor
Section 4.06 Employees and Staffing
Section 4.07 Operations and Procedures Manual
(“Manual”)
Section 4.08 Contracting Activities
Section 4.09 Advertising, Public Relations, and
Information Distribution
Section 4.10 Procedures for Reporting Accidents and
Notification of Injury, Theft, Fraud or
Damage
Section 4.11 Coordination with the Contractor’s
Executive Office
Section 4.12 Transition: Contract Commencement and
Contract Close-out
Section 4.13 Payment Card Industry Data Security
Standard
Page

ARTICLE 5. RIGHTS AND OBLIGATIONS OF THE AUTHORITY ....................... 24

Section 5.01 Authority’s Maintenance Obligation
Section 5.02 Administration of the Contract
Section 5.03 Authority’s Shopping Service
Section 5.04 Loss of Business and Right to Maintain
Airport
Section 5.05 Right of Inspection by the Authority

ARTICLE 6. FINANCIAL CONSIDERATION ............................................................ 25

Section 6.01 Authority Funding: Operating and Change
Funds
Section 6.02 Operating Budget
Section 6.03 Books and Records Maintained by the
Contractor
Section 6.04 Audit and Inspection of Records
Section 6.05 Revenue Collection and Deposit of
Operating Receipts
Section 6.06 Reimbursable Expenses
Section 6.07 Accounting and Operating Reports
Section 6.08 Management Fee
Section 6.09 Semi-Annual Performance Reviews; Annual
Performance Incentive Fee Award

ARTICLE 7. PERFORMANCE GUARANTEE ............................................................ 45

ARTICLE 8. INDEMNIFICATION AND INSURANCE ............................................. 46

Section 8.01 Indemnification
Section 8.02 Insurance

ARTICLE 9. ENVIRONMENTAL PROVISIONS ....................................................... 49

Section 9.01 Environmental Definitions
Section 9.02 Compliance with Laws and Use of
Hazardous Materials
Section 9.03 Disposal of Oils, Batteries, Solvents and
Hazardous Materials
Section 9.04 Release of Hazardous Materials
Section 9.05 The Contractor's Responsibility for
Environmental Costs and Damages
Section 9.06 The Contractor’s Indemnification of the
Authority
Section 9.07 Scope of Responsibilities
Section 9.08 Underground Storage Tanks
Section 9.09 Effect of Other Terms and Conditions of the
Contract
Section 9.10 Air Quality
Section 9.11 Water Management Requirements

ARTICLE 10. AIRPORT CONCESSIONS DISADVANTAGED BUSINESS
ENTERPRISE (ACDBE) PARTICIPATION .......................................... 54

ARTICLE 11. DEFAULT AND TERMINATION .......................................................... 56

ARTICLE 12. LIQUIDATED DAMAGES ..................................................................... 59

ARTICLE 13. GENERAL PROVISIONS ....................................................................... 61
EXHIBITS

A. Premises, Facilities and Operating Equipment (and related operational documents)
A-1 Parking Lot Maps
A-2 Facility Maps
A-3 Operating Equipment Assigned For the Use of the Contractor
A-4 Shuttle Buses leased to the Contractor
A-5 Service Vehicles Assigned For the Use of the Contractor
A-6 Shuttle Bus Routes
A-7 Shuttle Bus Lease
B. Operations & Maintenance Responsibilities (Matrix)
B-1 Maintenance Matrix of the Facilities
B-2 Maintenance Matrix of the Surface Lots
B-3 Maintenance Matrix of the Parking Access Revenue Control System
B-4 Maintenance Schedule Vehicles
C. Contractor’s Approved Operating Budget
D. ACDBE Concession Program Forms
D-1 Monthly Report on Participation (Goods and Services Expenditures)
D-2 Monthly Report on Participation (Management Fee and Operations Costs)
E. Statement of Net Operating Receipts and Net Due
F. Standard Provisions

G. Authority Directives
G-1 Property Assets Management, Directive BA-001A
G-2 Motor Fleet Management, Directive BA-002
G-3 Travel Policy, Directive FI-004, Change 1
H. Contractor’s Proposal (to be added following Contract award)
I. Collective Bargaining Agreement
J. Draft “Manual” (to be added following Contract award)
K. Authority Designated Banking Account
CONTRACT FOR THE MANAGEMENT AND OPERATION OF THE

PARKING AND SHUTTLE BUS CONCESSION

AT
RONALD REAGAN WASHINGTON NATIONAL AIRPORT

CONTRACT NO. MWAA-5-15-C001

This Contract is made by and between the Metropolitan Washington Airports Authority
(“Authority”), 1 Aviation Circle, Washington, DC 20001-6000, for Ronald Reagan Washington
National Airport, and Contractor, whose address is ___________, (hereinafter referred to as
“Contractor”);

W I T N E S S E T H :

WHEREAS, the Authority is a body corporate and politic created by interstate compact
between Virginia and the District of Columbia, with the consent of the U.S. Congress, and has
been given the responsibility for the operation, maintenance, protection, promotion, and
development of Ronald Reagan Washington National and Washington Dulles International
Airports; and,

WHEREAS, the Authority has determined that the management and operation of the
parking and shuttle bus concession at Ronald Reagan Washington National Airport (“Airport”) is
best accomplished under a management contract; and,

WHEREAS, the Authority’s Board of Directors has concurred with Authority’s
Management recommendation to award Contract No. MWAA-5-10-C001 (“Contract”) to the
Contractor and has authorized the Authority’s President and Chief Executive Officer, or his
designee, to enter into this Contract on the terms and conditions set forth herein; and,

NOW, THEREFORE, the Parties hereto, for and in consideration of the terms,
conditions, and covenants contained herein, hereby agree as follows:

ARTICLE 1. CONTRACT TERM

Section 1.01 Contract Term
The Contract Term shall commence on July 1, 2015, and continue through June 30, 2018, subject
to earlier termination as provided herein.

Section 1.02 Contract Year
For the purpose of this Contract, “Contract Year” shall mean the period beginning from July 1
each year and ending June 30 of the next year.

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Contract No. MWAA-5-15-C001
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Section 1.03 Option Period
The Authority, at its sole discretion, may extend the Contract Term for up to two (2) option
periods of one (1) year each (each an “Option Period”). The Authority shall notify the Contractor
in writing whether it intends to exercise an Option Period by no later than sixty (60) days prior to
the expiration of the Contract Term. If both of the Option Periods are exercised by the
Authority, this Contract shall expire June 30, 2020.

ARTICLE 2. DEFINITIONS

In addition to terms defined elsewhere in this Contract, the following terms, for the purpose of
this Contract, shall have the meanings set forth below:

(a) “Contractor’s Corporate or Executive Office Representative” means senior
management personnel who are familiar with the terms and conditions of this Contract
and who are authorized to negotiate on the Contractor’s behalf and execute agreements in
connection with the parking and shuttle bus concession.

(b) “Change Funds” means the amount of cash on hand provided by the Authority for
cashiers and Pay-on-Foot machines to be able to provide change to customers.

(c) “Operating Receipts” or “Revenue” is the total for all parking sales and other sales of
goods and services, whether paid for by cash, credit, or otherwise, except amounts
authorized by the Authority for credit and refund to customers.

(d) “Monthly Certified Statement” means the monthly financial report prepared by the
Contractor in accordance with Section 6.07(a) and submitted to the Authority, which
details the Operating Receipts, Operating Funds, and the Contractor’s Reimbursable
Expenses.

(e) “Non-Allowed Expenses” include any other Contractor expenses that do not fall within
the scope of Reimbursable Expenses. The Contractor shall pay for all Non-Allowed
Expenses out of its own funds.

(f) “On-Site Management or Personnel” means staff located at the Airport who are
employed solely in connection with the Contractor’s performance of the Parking and
Shuttle Bus concession at the Airport.

(g) “Operating Budget” means the total of the Contractor’s Reimbursable Expenses
anticipated to occur for each Contract Year.

(h) “Operating Equipment” means the Parking Access Revenue Control System, the fleet
of shuttle buses, support vehicles, and other equipment lease or purchased by or assigned
for the use of the Contractor by the Authority as specified in Exhibit A attached hereto.

(i) “Operating Funds” means the money advanced by the Authority to the Contractor’s
bank account established pursuant to Section 6.02(a) for anticipated reimbursable
expenses used to support the operation of the parking and shuttle bus concession.
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Contract No. MWAA-5-15-C001
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(j) “Operations and Procedures Manual (Manual)” means the Contractor’s policies,
practices, and procedures governing all aspects of the management and operation of the
parking and shuttle bus concession reflected in the Manual as specified in Section 4.07
and Exhibit J attached hereto.

(k) “Premises” means collectively the space on the Airport consisting of public and
employee parking and shuttle bus facilities and offices assigned for use by the Contractor
for the management and operation of the parking and shuttle bus concession as specified
in Section 3.01 and Exhibit A attached hereto.

(l) “Reimbursable Expenses” include: expenses actually paid by the Contractor in
connection with its operation of the parking and shuttle bus concession, as defined in
Section 6.06, including

(1) Expenses paid pursuant to the approved Operating Budget; and

(2) Expenses not included in the Operating Budget that are approved separately by
the Authority in writing and further defined in Section 6.02(a).

(m) "Parking Access Revenue Control Systems (PARCS)" includes equipment
encompassing all revenue control equipment now in use, and/or introduced in the future
during the Contract Term including, but not limited to, all cashier booths, ticket issuing
machines, cashier terminals, patron fee displays, automatic gates, pay-on-foot machines,
Automatic Vehicle Identification (AVI) equipment, safes, signs, computers, printers,
computer software, and related Operational equipment.

(1) The "Parking Access Revenue Control System (PARCS)" in use at the Airport
is a software and hardware system for managing parking lot operations. The
system, which may be modified and/or replaced during the Contract term, is
currently comprised of seventy (70) entry and exit terminals, thirty-one (31) pay-
on-foot machines, AVI lanes, a license plate recognition subsystem, and license
plate inventory equipment.

ARTICLE 3. PREMISES AND OPERATING EQUIPMENT

Section 3.01 Premises:

(a) Public Parking Premises: The Contractor is hereby assigned, without charge, and in an
"as is" condition, the following premises for its use during the Contract Term:

(1) Garage A. Garage A consists of approximately 1,397 public parking spaces. The
Contractor is assigned the public parking portion of Level A1, Level A4, Level
A5, and the administrative office space of the building known as Garage A. The
administrative office space consists of approximately 3,000 square feet of offices
for public parking and general maintenance operations. The rental car agencies’
Public Parking and Shuttle Bus Concession at Ronald Reagan Washington National Airport
Contract No. MWAA-5-15-C001
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ticket counters on Level A1 and the ready car spaces on Level A2 and level A3
are not assigned to the contractor.
Entrance Lanes Exit Lanes Pay Stations
4 2 express 3
2 cashier

(2) Garage B/C. Garage B/C consists of approximately 5,306 public parking spaces.
The Contractor is assigned all levels of Garage B/C. The administrative office
space, also assigned to the Contractor, consists of approximately 1,000 square feet
of offices for public parking operations.
Entrance Lanes Exit Lanes Pay Stations
8 8 express 6
3 cashier

(3) Economy Lot. The Contractor is assigned one Economy Parking surface lot with
approximately 2,653 public parking spaces
Entrance Lanes Exit Lanes Pay Stations
2 1 express 2
1 cashier

(4) Short-Term. The Contractor is assigned the short-term lot, with approximately
99 public parking spaces. This lot is credit card in and out only.
Entrance Lanes Exit Lanes
1 1 express

(5) Impound Lot. The Contractor is assigned the use of the impound lot Premises for
the storage of towed and impounded vehicles. The Contractor shall be responsible for
maintaining the security of the impound lot Premises. One or more portions of the
impound lot Premises may be fenced and secured by a locked gate by the Authority
for exclusive use by the Authority’s Police for law enforcement purposes.

(b) Shuttle Bus and Employee Parking Premises: The Contractor is hereby assigned,
without charge, and in an "as is" condition, the following premises for its use during the
Contract Term to manage the shuttle bus operations between the public and employee
parking lots and the Main Terminal. A description of the routes are provided below
which may be changed at any time upon written direction from the Authority. Additional
details of the bus routes are provided in Exhibit A.

(1) Bus Maintenance Facility (BMF). The Contractor is assigned the building and
fuel island structure known as the Bus Maintenance Facility, located on the
Airport at 51 West Post Office Road. This facility consists of an 8,000 square
foot building (approximately) equipped with two maintenance bays, a wash bay,
two fuel islands, and office space for shuttle bus maintenance and shuttle bus
dispatching operations. A shuttle bus parking area is also provided to the
Contractor immediately south of the Bus Maintenance Facility. The address for
Public Parking and Shuttle Bus Concession at Ronald Reagan Washington National Airport
Contract No. MWAA-5-15-C001
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the BMF is 51 West Post Office Road, Washington, DC 20001. Additional details
of the BMF are provided in Exhibit A-2.

(c) Changes to Premises, Facilities, Operating Equipment, and Scope of Services

(1) The Authority hereby reserves the right to add, delete, or alter the Premises,
facilities, Operating Equipment, and public parking and shuttle bus services,
including, but not limited to adding or deleting garage parking structures, surface
parking lots, valet parking, temporary parking facilities, building facilities, shuttle
buses, fleet vehicles, other operating equipment, and shuttle bus routes. The
Contractor hereby acknowledges that the Authority shall have such right, and
further agrees that the exercise of such right by the Authority shall not result in
any change in the Management Fee unless the Authority determines such changes
are major changes to the scope of this Contract that warrant adjustment of the
Management Fee. Reimbursable expenses shall be adjusted by the Authority as a
result of such changes. In addition, the Operating Budget may be adjusted
accordingly as the result of any changes described above. Exhibit A shall be
amended from time to time to reflect additions, deletions, or modifications to the
Premises and Operating Equipment. The amendment of the Exhibits may be
accomplished in writing to the Contractor without an amendment to this Contract.
The Contractor shall also maintain a current list of Premises and Operating
Equipment in the Manual.
(2) The Authority hereby reserves the right to have the Contractor initiate new
services that are not provided for under this Contract such as management of the
commercial vehicle curbs, staging areas, and dispatch services at the Airport, the
maintenance of the buses within that operation or any combination of the above.
The Authority may authorize an increase in the Management Fee if such services
are added.

Section 3.02 Vehicles and Operating Equipment:

(a) Vehicles. The Contractor is granted use of certain service vehicles, as listed in the
inventory attached hereto as Exhibit A-5. The use of these service vehicles is granted by
the Authority to the Contractor under the conditions of the Supplemental Lease, and is in
“as is” condition, to the Contractor for use for the duration of the Contract Term. The
Contractor shall comply with the requirements of the current version of Directive (BA-
002) entitled Motor Fleet Management as provided in Exhibit G-2.

(b) Operating Equipment. The Contractor is granted the use of certain Operating
Equipment as listed in the inventory attached hereto as Exhibit A. The use of such
Operating Equipment is granted by the Authority to the Contractor without charge, and in
an "as is" condition, to the Contractor for its use for the duration of the Contract Term.

(c) Parking Access and Revenue Control System (PARCS). The Contractor shall operate
the PARCS at the Airport. The Contractor shall be responsible for the maintenance
activities associated with the PARCS as defined by the Authority in Exhibit B-3. The
Contractor will train its employees in the proper use of the Authority’s PARCS. The
Public Parking and Shuttle Bus Concession at Ronald Reagan Washington National Airport
Contract No. MWAA-5-15-C001
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