Pre-Advisement Notice - Curbside Management Services

EXHIBIT A: SCOPE OF SERVICES

On behalf of the City of Atlanta Department of Aviation (also referred to herein as "City"), a service provider (also referred to herein as "Operator") shall provide, at a minimum, commercial ground transportation Curbside Management Services ("Services" or "Curbside Management Services") at Hartsfield-Jackson Atlanta International Airport (also referred to herein as "Airport"), described in this Exhibit A, for an initial term of three (3) years with two (2) one (1) year renewal periods to be exercised at the sole discretion of the City.

GENERAL SERVICES

The Operator shall provide comprehensive operation and management oversight of the Airport's ground transportation operations and commercial ground transportation operators, including taxis, limousines, shared ride shuttles, hotel shuttles, off-airport parking shuttles, charter buses, rideshare companies, and the Airport's ConnectATL Shuttle Service. Operator shall manage all ground transportation loading areas, including the locations specifically designated herein, ("Curbside Space") used by commercial ground transportation operators ("GT Operators") at the Domestic and International Terminals and designated pickup areas at the Rental Car Center ("RCC"). The Operator shall facilitate the ground transportation needs of the traveling public, including individuals requiring special transportation services (e.g., physically disabled, visually impaired, and the elderly). The Operator shall monitor and oversee the Services 24 hours per day, 7 days per week, 365 days per year, providing an exceptional level of customer service.

Comprehensive operation and management oversight is defined as staffing the appropriate number of trained personnel as approved by the City, dispatching vehicles, managing and ensuring vehicle and driver permitting compliance, customer service assistance, report management and generation, crowd control/congestion mitigation, vehicular and pedestrian traffic control, distressed passenger assistance and all other aspects to ensure an efficient and safe operation in all areas.

Operator's Services shall include, at a minimum, all of the following:

Manage, monitor, and utilize a vehicle access control system and the Ground Transportation Management System (GTMS) which are both Airport owned systems for inputting and updating of data, invoicing, and collection of fees and revenue as outlined in Section H of this Scope of Services via the Airport's provided Automated Vehicle Identification (AVI) system application, which is inclusive of CCTV monitors, desktop computers and Pay-on-Foot Stations;

Use technology as directed by or approved by the Aviation General Manager or designee to ensure smooth, efficient operation of the Curbside Space and commercial vehicle hold lots (identified in Section B.5 below) used by GT Operators, either through data tracking, check-ins, or other processes;

Provide the general public, including passengers and/or visitors of the Airport ("Airport Customers" or "Customers") with accurate information regarding commercial ground transportation and assist them in obtaining ground transportation services;

Train and update curbside staff regarding available commercial ground transportation services, including fares and schedules, customer service best practices, changing roadway conditions, and the Airport's rules and regulations;

Establish standard operating procedures for dispatching and coordinating trips, customer service and passenger assistance, and interaction with GT Operators;

Ensure compliance by curbside staff with Airport's rules and regulations, monitor and document GT Operator activity, answer questions regarding the Airport's ground transportation services, and provide Airport staff with daily observation and operational reports;

Provide written reports as requested and/or required for various contract related functions, including but not limited to operations, financials, safety, GT Operator compliance, and management of curbside staff;

Provide operational updates to Airport staff for any irregular operations (IRROP) or any activity disrupting the ground transportation operations;

Provide monthly statistical reports for taxi trips and other reports on Services as requested and/or required by Airport staff.

Maintain continuity of operations through contingencies and manual processes in the event of GTMS and access control failures.

SERVICE GOALS

Operator shall ensure all of the following service goals are carried out and accomplished in the Services provided under this Agreement:

Provide high quality, safe and secure services that are responsive and sensitive to the needs of all Airport Customers.

Operate and communicate efficiently, effectively and economically.

Utilize a fully functional GTMS for safe and efficient administration and permitting processes for GT Operators.

Monitor GT Operators to ensure that ground transportation services are provided in a timely and efficient manner.

Ensure GT Operator compliance with the Americans with Disabilities Act (ADA).

Provide operational coverage twenty-four (24) hours a day, seven (7) days per week at the following designated areas which may be increased to maintain the stated level of service:

FACILITIES AND EQUIPMENT

The Operator will be assigned, without charge, booth(s) and/or office space at the Domestic or International Terminals that are essential for operational functions and duties. The booth(s)/office space will be determined by the Aviation General Manager or their designee. The Airport reserves the right to make modifications and/or changes to facilities and equipment based upon changes to facilities due to construction, operational needs or restraints.

The current commercial vehicle hold lots and designated Terminal loading locations are shown on Exhibit B, Map of Premises. The facilities needed to perform the Services are provided by the Airport and include one (1) booth each located at both Domestic and International Terminal Ground Transportation Centers ("GTC"), and one (1) booth located at the entry of the Domestic GTC. Use of one (1) booth each on north lower-level west of door LN1, one (1) booth at rideshare loading area, and one (1) booth at rideshare assembly area. The Airport will be responsible for the maintenance, and repair expenses related to the use of these booths, except for damage caused by the negligence or willful misconduct of Operator, its officers, employees, agents, contractors, or invitees, in which case the booth shall be repaired and/or replaced by Airport at Operator's sole expense.

Additional Facilities/Services. The City hereby reserves the right to establish, at any time, additional related facilities or services that will benefit the Airport. Adjustments to the Management Fee shall be in accordance with the provisions of these specifications under the heading "Changes in the Scope of Operations" at Section I below.

Facilities and Rights Not Exclusive. The rights granted under the Agreement are not exclusive and the City reserves the right to contract with others for ground transportation related services without obligation to (i) engage Operator to staff or manage those additional operations, (ii) change the Operator's Management Fee, or (iii) any other obligation whatsoever.

Operator shall obtain radio equipment for use by staff and supervisors as part of his/her standard equipment. Operator is responsible for daily radio inventories at the beginning and end of each shift. Inventory reports will be forwarded to the Department of Aviation daily.

All equipment assigned to the Operator by the City is, and shall remain, the property of the City. All such equipment is subject to the City's inventory control system. An inventory check will be conducted on the issuance of the Commencement Date when such assets are turned over to the control of the Operator, and at such times designated by the City throughout the Term. In addition, the Aviation General Manager or their designee may authorize or direct the Operator to purchase additional replacement equipment for the City as a Reimbursable Expense. Title to such equipment shall vest in the City immediately upon purchase. The Operator shall keep all equipment in good working order, with normal wear and tear excepted.

Any equipment assigned to Operator by the City that is lost, stolen, or destroyed shall be reported to the City no more than twenty-four (24) hours after Operator becomes aware of the lost, stolen or destroyed equipment. The Operator shall be responsible for the replacement and cost of any lost, stolen or destroyed City equipment assigned to Operator.

Operator may purchase, at its expense, office equipment or other materials for its own use in managing the program. Such additional equipment or materials will remain the property of Operator.

The Operator shall obtain a minimum of two (2) vehicles to expeditiously move around the operation, as well as for access between the Terminals and the RCC.

Title to Vehicles. All vehicles procured by Operator and approved by the Aviation General Manager or their designee in writing, over the Term of this Agreement are and shall remain the property of the City, and shall be titled in the name of the City of Atlanta and licensed in the State of Georgia, and shall be subject to the inspection requirements of the State of Georgia. The Operator shall be responsible for ensuring that all vehicles meet the inspection requirements of the State of Georgia.

The Operator will be required to maintain all equipment in good functional condition throughout the Term of the Agreement. Failure to maintain the equipment will subject the Operator to paying all costs necessary to repair or replace such equipment.

Operator's use of the facilities described above shall in no way be deemed to be a lease of the areas.

Any and all physical locations utilized by the Operator at the Airport must be kept in a neat, clean, orderly, and professional condition and appearance at all times by the Operator. Operator will remove and dispose of all trash and debris at facilities utilized by Operator at the Airport.

Operator will not install signs on or about the Airport without prior approval from the Department of Aviation. The selected Operator may be allowed or be required by the Airport to put up internal signage at any location as directed by the Department of Aviation.

Operator shall use the Facilities only for purposes consistent with and in furtherance of its duties under the Agreement and for no other purpose whatsoever. Operator shall not install any coin or credit card operated devices such as pay telephones, vending or amusement machines or devices, nor install or permit commercial advertising signs or any other types of commercial activity without prior written permission of the Aviation General Manager or Designee.

The Operator shall not install any software on City-owned computers used in the Airport and computers connected to the City's Local Area Network ("LAN") without prior written approval of the Aviation General Manager or their designee. All computer-related purchases or equipment must be reviewed and approved by the City's Department of Information Services ("AIS") before procurement. Operator shall not connect ANY device, local or wireless, to the network without written approval from the City's AIS Department.

The Operator shall permit the City, its agents, and employees to enter and view all the facilities occupied by or assigned to Operator at any time for inspecting, testing, or maintaining such facilities or for doing any other act, that may be necessary or desirable for the proper operation of the Airport.

EMPLOYEES AND STAFFING

The Operator shall employ professional, well-trained staff, which shall include qualified and trained managers, supervisors, ground transportation representatives, and administrative assistants and others to ensure a high standard of service to fulfill its obligations under the Agreement. The Operator shall develop, implement, and maintain a salary/wage structure by job category. The Operator shall use reasonable care to employ and retain employees who are qualified, competent, and trustworthy. At a minimum the Operator shall, prior to hiring an applicant, determine the compatibility of the applicant working in a customer service environment, test each applicant for the presence of illegal drugs and legal drugs in excess of medically approved standards, and complete a criminal background check to determine instances of prior criminal convictions which would disqualify the applicant for a position of public trust. Results of drug tests for each employee must be sent to the DOA Parking and Ground Transportation Division. Employee criminal background checks shall comply with all state, local, and Federal employment requirements. All employees are required to have a NON-SIDA Badge.

Staffing Levels. The Operator shall submit the proposed staffing plan as a part of the bid submitted. The City shall review for approval within five (5) business days after the notice to proceed. The Operator shall operate in accordance with the City approved staffing schedules. The Operator shall provide DOA Parking and Ground Transportation Division with prior written notification of any changes in positions. The Operator shall make the best efforts to attract, hire, and retain high quality personnel, and minimize employee turnover. The Operator shall not employ or retain in its service, or permit to remain on the premises, any person reasonably and for good cause found by the City to be objectionable or unfit for employment. The City retains the right to request removal of any person who fails to meet minimum service requirements. This includes the responsibility to handle late flight conditions and to provide additional coverage beyond normal schedule to maintain the stated service levels at all times, including those periods of abnormal activity patterns.

Minimum Wage Requirement. While there is no mandatory obligation under the terms of the Agreement, Operator is encouraged to provide a livable wage rate to all employees. No less than $15 per hour. .

Management of Operations. The Operator must employ a sufficient number of trained employees to meet all of its obligations under the Agreement. Unless otherwise agreed to by the City, the Operator shall select and appoint one (1) General Manager and key operational managers whose primary responsibility shall be the management of the Services at the Airport. The Aviation General Manager or their designee reserves the right to approve the selection of the Operator's General Manager and operational managers. If the Aviation General Manager or their designee finds the candidates unacceptable, Operator shall propose other candidates until an acceptable candidate is found. In the event the General Manager or operational manager positions become vacant during the Term, the Operator shall follow this approval procedure to fill the vacancy(ies).

The Operator's General Manager shall be in complete charge of the operations at the Airport and shall be a qualified and experienced manager with at least five (5) years' experience in ground transportation management preferred, vested with full power and authority over Operator's operations hereunder. The General Manager shall be ordinarily available on-site during regular business hours and, always during his or her absence, another City-approved manager shall be in charge on-site and available. In addition, the General Manager shall be required to be on-site until 10 p.m. on at least two high-activity days per month.

The General Manager must designate on-site key operational manager(s) with at least five (5) years of ground transportation experience who is responsible for the day-to-day operations of the Operator at the Airport. The Operator hereby represents and warrants that each of its on-site managers have the authority to render decisions and to take all necessary action on behalf of the Operator in connection with the Agreement. The Operator must have an operational manager on-site at the Airport during all hours of operation as set forth above.

Additionally, all the Operator's employees must comply with each of the following:

Loitering. The Operator's employees are not permitted to loiter in the Domestic or International Terminals, RCC, or utilize the public seating areas of either of the terminal buildings.

Operator's Employee Badging. All of the Operator's employees and subcontractor employees ("Operator Personnel") must, among other things, successfully pass a 10-year criminal history records check in order to receive an Airport identification badge. The background check and badge issuance will be conducted by the Department of Aviation's Safety and Security Division at the Operator's sole cost and expense.

Operator Personnel Conduct. The Operator's employees must refrain from any loud, boisterous, offensive, or inappropriate conduct and treat all passengers courteously. The Operator must ensure that its employees do not discriminate against any passenger based upon its race, creed, color, national origin, ethnicity, age, disability, gender, or sexual orientation. Operator is prohibited from selling or soliciting services not included under the Scope of Services of the Agreement. The Operator acknowledges and agrees that the Aviation General Manager or their designee, in their sole discretion, may (a) revoke such employee's Airport badge or (b) demand that such employee not provide any of the Services under the Agreement.

Operator Personnel Appearance. All the Operator's Personnel providing Services at the Airport must: (a) wear the Operator's uniform, (b) display Airport Identification badge and the Operator's company name tag and (c) maintain a neat, clean, well-groomed, and professional appearance at all times. All Operator's uniform styles must be approved, in writing, by the Aviation General Manager or their designee at their sole discretion.

Employee Uniforms. Employees who come in contact with customers must be uniformed and must always wear a name badge (First name and last initial) while on Airport property while on duty, on break, or arriving for work or leaving work. The Curbside Management Services General Manager and Assistant General Manager are not required to wear uniforms, however, he/she must wear business professional attire at all times while working on Airport premises and must display an Airport badge and the company badge.

Personnel Records. The Operator shall maintain current, accurate and detailed personnel records. These records shall include, but not be limited to, name and address, date of hire, salary and benefits paid, training received and performance reviews. Operator shall provide an Employee Hire and Separation Report summary of employment activity concurrently with the Certified Monthly Statement.

Personnel Retention. The Operator shall abide by Chapter 22, Article III, Division 1 of the City of Atlanta Code of Ordinances, Airport Service Contractor Worker Retention Program, which requires Operator to retain service employees from a former employer with a similar service contract with the City for a 90-day trial employment period that have been employed for at least the immediate preceding six months.

Safe and Sanitary Working Conditions. The Operator shall comply with all applicable Federal, state, and local safety and health standards.

Operator Report on Wages and Benefits. The Operator shall, at the Commencement Date, as defined in this Exhibit A, and with the submission of payroll supporting documentation, report to the City all wages and benefits paid to Operator Personnel. The report will include reimbursable expenses. In addition to the programs and benefits offered by the Operator to permanent, regular, full-time employees beyond those required by law (Worker's Compensation and Social Security, the Operator may offer voluntary participation in 401(k) retirement programs.

Operator shall forward to the City a copy of any collective bargaining agreements and amendments thereto prior to committing the City to any financial obligations.

Holidays. For staffing purposes only, the Operator may recognize the following holidays: New Year's Day, Martin Luther King's Birthday, Memorial Day, Juneteenth, Independence Day, Labor Day, Veterans Day, Thanksgiving Day, and Christmas Day.

Employee Notification. The Operator shall inform all Operator Personnel in writing upon hire that their employment is at will and that their employment may terminate at the conclusion of the Agreement.

Customer Care Training. The Operator shall fully train all personnel prior to beginning work at the Airport.

English Communication. Operator Personnel who is expected to regularly communicate with members of the public or with City staff shall be able to communicate verbally and in writing in clearly understandable English.

Labor Laws. The Operator shall comply with the requirements of all applicable federal and state laws and regulations, including employment and withholding taxes, and shall maintain records demonstrating compliance with such laws. All records shall be available for inspection by the City for a period of not less than three years after the end of the Term to which such records pertain.

Drug Testing. Operator Personnel are required to submit to alcohol and drug testing. This includes pre-employment, random, reasonable suspicion, post-accident, return to duty, and follow-up testing for alcohol and controlled substances. Testing results should be submitted to the Department of Aviation, Parking and Ground Transportation Division within twenty-four (24) hours of receipt.

Assistance with Luggage. Employees will be expected to assist passengers with baggage to ensure expeditious loading and unloading; they will be required to lift sizable pieces of luggage with a weight limit of up to 50 lbs.

Operator Personnel Training. Operator will be expected to develop and use a comprehensive employee training and development program. The program, at a minimum, should require employees to complete the DOA "Customer Satisfaction Training Program" facilitated by the Customer Experience business unit of DOA as part of their initial training and orientation as outlined below in Section E18. In addition, they should also be required to continually update their Customer Experience ("CX") knowledge, skills, and techniques by completing at least one refresher CX training course per year or as required, ensuring their skill set is continually enhanced. The Operator shall be required to provide Customer CX training records to DOA Ground Transportation to validate each employee's completion.

Customer Experience ("CX"). Operator shall train its employees in CX according to a program approved by the Aviation General Manager or their designee and shall require all employees to undergo City-provided Customer Experience training with the objective of providing high-quality public service which is responsive to public inquiries and needs and which minimizes customer complaints. In addition, Operator shall provide a training program that shall include the following, at a minimum: 1) Title VI ADA; 2) human trafficking; and 3) LGBTQIA+ training. Operators may also provide additional CX training to their employees at their own expense.

Mystery Secret Shopping Program. Operator shall hire a third-party company for the provision of secret shopping services to monitor and test the quality and effectiveness of the Curbside Management services and compliance with the terms and conditions of the Agreement. A minimum of twenty-five (25) secret shops shall be performed per month with results available in real-time. The secret shop questions shall be approved by the Department of Aviation Parking and Ground Transportation Division, and written results of this service shall be provided to same on a monthly basis along with the Monthly Operating Reports by the 7th day of the following month. In the event such secret shopping service results are below ta monthly average of score of 95%, Operator shall take corrective action or else be subject to the assessment of penalties. Operator must ensure internal and external customer and employee satisfaction surveys are conducted to determine level of satisfaction and submitted to the Department of Aviation Ground Transportation department.

OBLIGATIONS OF OPERATOR

Transition Period. Within five (5) days of receipt of the City's Notice to Proceed, Operator shall begin implementation of its transition plan. Operator must complete the transition and commence operations no later than thirty (30) days from the issuance of the Notice to Proceed ( "Commencement Date"). Operator shall not receive a Management Fee during the Transition Period.

The Operator shall hire a sufficient number of employees to fully staff all shifts daily. Staffing shall cover all areas at both the Domestic and International Terminals and Rental Car Center 24 hours per day, 365 days per year with emphasis to be placed on large conventions and Holiday travel. The Operator shall provide adequate breaks and coverage to ensure that all locations are properly staffed at all times.

The Operator shall manage and staff the Taxi Dispatch Stations, which is the loading zone for all taxis at the Domestic and International terminals. The Taxi Dispatch Stations shall be staffed with a minimum of two (2) uniformed curbside agents at Domestic and International Terminals 24 hours per day, including weekends and holidays. At no time and for no reason shall there be only one (1) representative working at the Domestic Terminal Taxi Dispatch area.

The Operator shall have a working supervisor onsite at both the Domestic and International Terminals, 7 days per week, 24 hours per day including weekends and holidays. The supervisor at the Domestic Terminal will also provide oversight of the RCC operation.

The Operator shall manage the Airport's commercial vehicle operation via the Airport's Automatic Vehicle Identification (AVI) System, which is inclusive of CCTV monitors, desktop computers and Pay-on-Foot Stations. The AVI System is a system that identifies, monitors, tracks, and collects data on vehicle movements, enabling better management of a variety of ground transportation vehicle activities. The AVI system is comprised of Automatic Vehicle Identification Transponders, in-lane reader hardware, Local in-lane intelligent controller, Communications infrastructure (LAN, Wan, wireless, etc.), and Back-end system management software and computers. The Operator shall also maintain the AVI System in good functional condition throughout the Term of this Agreement.

The Operator shall monitor and ensure the use and functionality of the Pay-on-Foot Stations located at the commercial vehicle holding lots (Domestic and International Terminals) at all times. Operator shall troubleshoot and/or submit a service request with the system provider to ensure resolution. All system problems shall be documented daily by the Operator, and a summary report will be submitted with the month-end report to the DOA Parking and Ground Transportation office.

The Operator shall be granted access and utilize a GPS or Automatic Vehicle Location (AVL) system to monitor shuttle bus operations and allow consistent monitoring of every vehicle in the shuttle bus operations fleet(s), provide data on impact of an accident, and identify all idle time. This system shall provide real-time tracking of assets system. This system will be provided and monitored by the Shuttle Bus Operator. The system will include, at a minimum, a customer-facing dashboard, a display of asset location, arrival wait times, and current traffic conditions. The system will be accessible via application and visual monitors at all loading zones.

The Operator shall ensure that all vehicles entering the ground transportation operation at both Terminals have the authorized decals and transponders appropriate to enter the Domestic Ground Transportation Center, International Terminal Commercial Vehicle Loading Zones, and Commercial Vehicle Holding Lots (Domestic and International).

The Operator shall provide pedestrian and vehicular traffic control within the designated Ground Transportation areas at all times, especially during periods of heavy pedestrian and vehicular movement. Operator shall monitor and manage all traffic as required in the designated Ground Transportation areas by directing pedestrian and vehicular traffic, setting up and taking down cones or barricades, and erecting or replacing delineators. The Operator shall ensure that ground transportation traffic does not congest the terminal curbsides or roadways and shall promptly address any concerns through the DOA Parking and Ground Transportation Office and the Airport's Operations Center.

The Operator shall ensure that there is no traffic congestion caused by the dispatching of too many taxis and shall dispatch taxis based on customer demand. Operator Personnel shall respond to all congestion at the entry gates whenever the lot is full or there is an operational impact and take appropriate action to mitigate its effect. This will ensure safe and expeditious movements throughout the Ground Transportation operations.

The Operator shall manage peak activity and distressed passenger traffic through proper staffing, vehicle dispatching and crowd control. Operator Personnel will be required to work overtime if necessary to address operational needs as approved by the Aviation General Manager, the Sr. Director of DOA Parking and Ground Transportation or their designees.

The Operator shall assist in keeping the loading areas within the Ground Transportation Center clean. The Operator will ensure the removal of wheelchairs and luggage carts to ensure a safe and hazard-free efficient operation.

The Operator shall ensure that all ground transportation facilities are maintained in a clean and safe manner and shall establish a monitoring schedule approved by the Sr. Director of DOA Parking and Ground Transportation or their designee.

The Operator shall inspect all restrooms in the Commercial Vehicle Holding Lots (Domestic and International) at minimum of three (3) times per day to ensure cleanliness, proper stocking of supplies and shall coordinate replenishment and cleaning with the Sr. Director of DOA Parking and Ground Transportation or designee.

The Operator shall maintain proper communication between its operation and DOA Parking and Ground Transportation and Landside Operations management offices via hand-held radios and cellular phones.

Patron Claims and Complaints. The Operator shall promptly investigate and resolve all complaints regarding the operation and service by their employees. The Operator shall furnish the Department of Aviation with a copy of the complaint within twenty-four (24) hours of receipt of the complaint, the Operator's documentation of its investigation of the complaint, and its written response within twenty-four (24) hours of the completion of the investigation. The Operator shall maintain a computer database of compliments and complaints, and a monthly summary shall be included in the month-end report provided to DOA.

Lost and Found Articles. All lost articles found by the Operator, its agents or employees, or which are found by patrons and given to the Operator, shall be turned over to the Airport Lost and Found Office as soon as possible but no longer than within twenty-four (24) hours. The Operator Personnel shall have no right to reclaim said articles.

Employee Parking. The City will provide a total of fifteen (15) employee parking spaces within the Domestic Commercial Vehicle Holding Lot and International Commercial Vehicle Holding Lot Parking is for actively working employees only.

Corporate Identity. The Operator shall not affix or display its corporate logo, name or otherwise advertise its corporate identity on Facilities, operating equipment, assigned areas, or leased areas on the Airport, without the prior written approval of the Aviation General Manager or designee.

Operator shall establish a "Safety Committee" of five (5) to seven (7) members consisting of frontline employees and management to evaluate safety-related measures and devise proactive steps to ensure a safe environment for all Curbside Management Operation employees, tenants, and patrons. The City will appoint a representative on teh Safety Committee.".

Employee Recognition Program. Operator shall implement an Employee Recognition Program which will include incentives based on: Mystery Shopper Reports; quarterly and annual Supervisor Reports. The cost of the program shall not exceed $5,000.00 annually.

Participation in Department of Aviation Meetings. The General Manager and Operational Managers shall meet not less than weekly with the Sr. Director of Parking and Ground Transportation or designee and report on all activities. The Operator shall participate in construction activity coordination meetings, crowd control meetings, monthly "all employee" team meetings, and other meetings deemed necessary by the Department of Aviation.

OPERATIONS AND PROCEDURES MANUAL

Operator shall provide an Operations and Procedures Manual ("Manual") to the Aviation General Manager or their designee within sixty (60) days of the Commencement Date of the Agreement, for review and approval. The failure of Operator to submit the Manual to the Aviation General Manager within sixty (60) days after the Commencement Date shall be considered an event of Default under the Agreement. The City will review all revisions within ten (10) business days upon receipt for approval. All revisions shall be completed within the initial ninety (90) days after the effective date. The Manual and all revisions thereto shall be automatically incorporated into and made a part of the Agreement upon its approval by the Aviation General Manager or their designee. The Manual shall not be disclosed by Operator outside the City or Operator' Personnel at the Airport. Operator's Manual shall be provided to the Aviation General Manager or their designee in hard copy and electronic format compatible with the latest version of Microsoft Word or other format as requested by the Aviation General Manager or their designee.

The Manual shall also provide all information needed or desirable for employee education on their duties and responsibilities, including, but not limited to, the following items:

Company mission statement

Operational overview

Organizational chart

Staffing chart

Position descriptions

Personnel training and policies

Primary operating procedures:

Curbside operations guidelines

Vehicle dispatching

Commercial vehicle permit management

Customer service and passenger assistance

Procurement, supplies, and inventory management

Ground transportation Operator compliance

Contingency Plan

Administrative reports

Financial, auditing, and accounting procedures

Home office information

Facility security

Facility and vehicle maintenance

Emergency and safety procedures

ADA Requirements and Audit Procedures for Ground Transportation (Exhibit C.2)

Other Operating Procedures. The Manual shall provide basic guidance on policies, practices, and procedures covering all aspects of facility management and operation. The Manual and the procedures contained therein shall be developed by Operator based upon Operator's best judgment and shall reflect an understanding between Operator and the City on how the facilities shall be operated. Operator shall confer with the City in its preparation of the Manual and shall incorporate all information provided by the City into the Manual.

Operator shall comply with all of the provisions of the Manual. Failure to do so may lead to termination of the Agreement.

Revisions to the Manual. The Manual shall be kept current by Operator throughout the Term as follows:

The information in the Manual shall be reviewed by the Operator and Aviation General Manager or his/her designee at least annually, unless otherwise agreed by the Parties.

Either Operator or the Department of Aviation may propose a revision to the Manual and shall initiate the proposed revision by sending it to the City or Operator, as appropriate. All suggested Manual revisions shall be subject to the approval of the Aviation General Manager or their designee before incorporation into the Manual. Each revision to the Manual shall have a revision number and date.

The Manual and all revisions made thereto must be consistent with the Agreement, including the Scope of Services.

PERMITTED SUBCONTRACTING ACTIVITIES

Operator may execute subcontracts with qualified operators and suppliers to provide services required or authorized by the Agreement and in compliance with the subcontractor participation plan as set forth in Appendix A of this RFP. Operator is responsible to the City for ensuring that the performance of subcontractors complies with the Agreement, and is acceptable to the City. Operator shall pay subcontractor invoices when due unless directed otherwise by the City. The proposed subcontract specifications and the proposed subcontractor must be approved by the City prior to the execution of any subcontract.

Specifications. Operator shall develop the specifications for any subcontract. Operator shall make best efforts to adhere to the City of Atlanta Procurement and Real Estate Code, to obtain a minimum of three bids or alternative providers for each subcontract with a value of $2,500.00 or greater, or as otherwise approved in writing by the Aviation General Manager. Operator shall document its efforts to obtain alternative providers and competitive bidding and shall provide those documents to the Aviation General Manager upon request.

Costs. Approved subcontract operating expenses shall be included in Operator's Operating Budget.

Permitted Subcontracting Activities/Services. The following activities may be subcontracted by Operator. Operator shall comply with requirements set forth in Appendix A of this RFP or use good faith efforts to subcontract with certified minority and female-owned businesses whenever possible. This list may be expanded as necessary by the City. Operator may enter into additional subcontracts as approved in advance by the Aviation General Manager.

The Management Fee paid to the Operator will not be increased to reflect such listed or additional management responsibilities except as provided in the section of this Agreement titled "Adjustments to Management Fee." Operator is responsible for managing all listed and additional subcontracting services/activities during the term of this Agreement.

Irregular Operation, Construction related, and/or Special Event Services

Maintenance of occupied Premises

Equipment, operational management systems and software

Printing and signage

Customer Experience (CX) training

Uniforms

Pest control

Mystery Shopping Service

Subcontract terms shall not extend beyond the Term of the Agreement. Upon the termination or expiration of the Agreement, Operator shall bear the sole responsibility for any subcontract obligations that extend beyond the Agreement's termination or expiration date. The City shall have no liability or obligation to subcontractors at any time under the Agreement.

Subcontract agreements are not transferrable without prior written consent of the City.

Operator shall provide the City with a copy for review prior to executing subcontracts and a copy of approved, fully executed subcontracts within ten (10) days after execution. The Aviation General Manager may approve or reject any subcontract arrangements.

GROUND TRANSPORTATION MANAGEMENT SYSTEM (GTMS)

The Ground Transportation Management System (GTMS) is fully integrated with the Ground Transportation access control platform and is provided by the City. The Operator shall utilize a fully functional ground transportation management system (GTMS). The GTMS solution is to provide safe and efficient administration and permitting processes for ground transportation permittees through the use of an automated server or cloud-based system designed to track commercial transportation vehicle activity, manage driver and vehicle records, issue driver and vehicle permits, and ensure accurate trip charges and fee collection. The GTMS is maintained and serviced through a third-party developer.

The GTMS solution shall have the following capabilities:

Permitting: Ability to ensure permitting requirements for vehicles, drivers, and GT Operators doing business on Airport property are met in accordance with Department of Aviation policy and local, state, and federal laws and regulations.

Access and Tracking: Generate reports to audit revenue-generating ground transportation activity, driver program compliance, and vehicle program compliance.

Fee Collection: Manage an electronic platform for GT Operators and drivers to create an account, upload required documentation, store payment information, and prepay permit, operating, and trip fees. All fee collections will be the responsibility of the Operator. The Operator must have the ability to serve as the merchant of record. All revenue collected by the Operator on behalf of the Department of Aviation must be deposited into a DOA-approved account within 24 business hours of payment posting to the operator's dedicated ring-fenced escrow account with automated daily sweeps to the City's designated deposit account. The Operator will be responsible for invoicing ground transportation permittees. The Operators will be responsible for review loss resulting from a failure to properly perform duties and/or negligence.

Automated Dispatching and Virtual Queuing: Ability to auto dispatch drivers to a designated pick-up location and place themselves into a virtual queue & receive updates on their status (including when they've been dispatched and to which pickup location).

Create dashboards and reports.

The GTMS must dispatch, manage, and invoice drivers and GT Operators. The GTMS solution shall apply to all GT Operators and must perform the following:

Permitting:

Ability to register drivers/commercial operators and vehicles for the purpose of permitting.

Automatically monitor and report driver and vehicle compliance by tracking to ensure minimum requirements are met and ensure permit fees are up to date.

Ability to upload all applicable required documents established by the Department of Aviation to include, but not limited to, business credentials, carrier certificates, driver's license information, insurance information, and verification of background and drug screening needed to validate driver permit eligibility.

Maintain a database of all successful and unsuccessful driver/commercial operator permit results.

Access and Tracking:

Commercial Vehicle Hold Lot and Curbside Access Gate integration to control access for commercial operations and identify unpermitted vehicles for compliance.

Report metrics such as wait time, number of transactions, availability of drivers, and delinquent payments.

Develop customizable reports.

Fee Collection Payment System:

A Payment Card Industry Data Security Standard (PCI DSS) compliant, web-based company account with stored credit/debit card on file. Operator must be the merchant of record.

Payment system shall be capable of integrating with designated vendor/payment service, enabling payments made under the app to be transferred directly to vendor/payment Operator.

Per each authorized GT Operator permittee, facilitate prepaid payment for real-time permits and driver trip fee collections through a secure platform with automatic per-trip withdrawal capability.

Automated Dispatching and Virtual Queuing:

Automated vehicle virtual queuing.

Automated dispatching of vehicles to designated pick-up locations based on real-time customer demand.

Capable of prioritizing the rotation or dispatch vehicle operators.

Ability to summon vehicles by type (taxi, luxury sedan, van) or with specified attributes such as ADA equipment, passenger capacity, hybrid, etc.

Ability to track vehicles/drivers on and off airport property.

Real-time in-app messaging between driver and GT Operator and the Department of Aviation.

Dashboard and Reports:

Ability to generate categorical ground transportation metrics that indicate real-time activity, historical activity, and analytics for predictive activity.

Activity reports associated with ground transportation operations that include but are not limited to company/entity activity, frequency of ground transportation lane access/egress, permit compliance, and permit account status.

CHANGES IN SCOPE OF OPERATIONS

The City may, at any time by written notice, and if required, the approval of the Atlanta City Council, make changes such as those listed below as well as other changes to the Curbside Management Services operations necessary to fulfill the needs of the traveling public or to accommodate changes in the design or use of the Airport facilities.

CHANGES TO OPERATING AND PROCEDURES MANUAL, PREMISES, EQUIPMENT OR ASSETS

Changes to the operating procedures shall be accomplished through revision to the Manual and, if required, the approval of the Atlanta City Council. Each approved amendment or revision to the Manual shall be deemed to be automatically incorporated into the Agreement by reference without the need for an amendment to the Agreement.

Changes to Operations. As directed by and subject to the prior written approval of the Aviation General Manager, during the Term, the City may, at its sole discretion, with 30 days written notice to Operator:

Assign to Operator additional oversight under the Curbside Services to include any existing, expanded, or new facility, including surface lot areas and structures.

Assign to Operator any additional or temporary, curbside management oversight, as the case may be, in accordance with all the terms, provisions, and conditions of the Agreement.

Assign to Operator to operate and manage any other services reasonably related to the provision of curbside management services to the public as determined by the City.

The City shall retain the authority to reduce staffing as a result of a significant decrease in passenger activity for a sustained period of more than 30 days. If this occurs, an appropriate reduction may be made to the Management Fee.

Curbside Management Services oversight of certain areas may be deleted from the Agreement in the City's sole discretion.

Changes to the Budget. Changes shall be incorporated and reflected in the Operating Budget as detailed herein with the approval of the Aviation General Manager or their designee.

PROCEDURES FOR REPORTING INCIDENTS/ACCIDENTS AND NOTIFICATIONS OF THEFT OR DAMAGE

Operator shall immediately and verbally inform the City and Atlanta Police Department ("APD"), followed by a written report within 24 hours of any report, discovery, or investigation of any incident or accident involving damage to City-owned vehicle or private property. The City's procedures for handling these matters shall be included in the Manual. Operator shall submit to the City a report that describes the incident or accident; the amount of damage as best can be determined; the action Operator has taken or intends to take; and in the case of theft or deliberate damage by an employee of Operator, the name and job title of the employee who committed the theft or damage; and action taken in addition to the information required above. For the purposes of the Agreement, theft shall include, but not be limited to, robbery or taking of any article on City property or left in any ground transportation area or on a City-owned shuttle bus.

FINANCIAL CONSIDERATION

Operating Budget and Reimbursable Expenses:

Operating Budget Submission. Operator shall prepare and submit to the City for its review and approval an annualized Operating Budget (Exhibit A.2) and monthly projection for each Contract Year during the Term of the Agreement. The Operating Budget shall be reviewed quarterly by the City and may be reviewed more frequently upon request of either. Operator shall develop and submit an operating budget for the period beginning on the Commencement Date of the Agreement and ending June 30th of the corresponding fiscal year to the Aviation General Manager or their designee for final review and approval within fifteen (15) days after the Effective Date of the Agreement.

1. Operating Budget approvals and approvals of revisions of the Operating Budgets will be made in writing by the Aviation General Manager or their designee. The approved Operating Budget or revised Operating Budget shall be binding upon the Operator.

The Operating Budget shall be comprised of two sections: The first shall detail the normal, Recurring Reimbursable Expenses, such as those listed below, and the second shall detail the Non- Recurring Reimbursable Expenses that are expected to occur on a one-time or irregular basis. These two sections together shall constitute the Operating Budget.

(a) The normal, Recurring Reimbursable Expense portion of the Operating Budget

shall include the following separate subsections or other subsections as the City

directs, broken down into the level of line-item detail as requested by the City for Airport Service expenses:

Personnel Compensation

Employee Benefits

Training

Lease & Rental Payments

Communication & Utilities

Reimbursable Contractual Services

Supplies & Materials

Insurance & Taxes

Non-Capital Equipment

Capital Equipment

Non-Capital Facility Projects (if required)

Capital Facility Projects (if required)

Management Fee

The Operating Budget shall include a separate schedule detailing the foreseeable, non-recurring expenses that are expected to occur on a one-time or irregular basis.

Contract Year Operating Budgets. The City and Operator shall jointly and promptly review Operator's Contract Year Operating Budgets that was submitted with Operator's proposal and revise said Operating Budget so that final approval may be made as soon as practicable upon execution of the Agreement.

Budget Schedule. For the subsequent Contract Years, Operator shall develop and submit its Operating Budget to the City according to the following schedule:

Salary Budget Requests. The City reviews, approves, and/or disapproves any salary adjustment requests for all Curbside Management Operator employees as a part of the annual budget process.

Quarterly Review. The Operator shall submit monthly or quarterly expense reports and supporting justifications for variances.

Shifting of Budgeted Funds. Operator may, subject to advance written approval by the Aviation General Manager or his/her designee, shift funds within the Operating Budget from one line item to another as necessary to fulfill the service and operations requirements specified herein.

Reimbursable Expenses. All line items included in the approved Operating Budget and additional items approved in writing by the Aviation General Manager or his/her designee shall be considered Reimbursable Expenses. An Operating Budget is required for each fiscal year during the Term from July 1st to June 30th of the following year. Except as otherwise provided in the Agreement, the approved Operating Budget will establish the maximum amount reimbursable by the City for each fiscal year. All reasonable expenses relating to the operation of the Services, except Non-Reimbursable Expenses as defined below, are reimbursable provided that the expenses are either included in the approved Operating Budget or specifically approved in writing by the Aviation General Manager or their designee. Any expenditure not included in the approved Operating Budget or otherwise expressly approved in writing by the Aviation General Manager or their designee is not a Reimbursable Expense. Operator shall ensure that Reimbursable Expenses are submitted for payment in accordance with the approved Operating Budget and fall within the expenditure's fiscal budget cycle, with the exception of payments associated with the last month of the budget year, which would be paid as soon as practical in the subsequent budget year. Invoices occurring in the final months of the last Contract Year shall be minimized so as to limit the liability exposure of the City for accounting obligations.

Reimbursable Budgeted Operating Expenses include, but are not necessarily limited to the following:

1. Base payroll costs for General Manager, all authorized Operator's employees, including regular salaries and wages (FICA, SUTA, Workers Compensation, and Social Security), employee incentives (approved by DOA), employee training costs (local) and overtime as evidenced by a payroll register.

The expense of any retirement program, e.g., 401(k), as approved in writing by the Aviation General Manager or their designee. The maximum benefit contribution for a retirement program shall be equal to 0.25% of the total employee wages (excluding benefits) and a maximum of 20% for all benefits, including the retirement program, compared to the total employee wages (excluding benefits).

The cost of time-recording systems, automated payroll processing, and direct deposit of wages.

The cost of employee benefits (including sick days, health insurance, vacation, and City-approved holidays ONLY) applicable only to employees employed by Operator at the Airport. The maximum reimbursement for insurance plan premiums shall not exceed 60% for single or family coverage.

The cost of permits and fees for curbside management operation related project work, pre-employment testing, random drug testing, and criminal history checks for Operator employees, local personnel recruiting expenses including employment advertising.

The cost of training materials for local employees, employee seminars, and local training programs or seminars approved in advance by the Aviation General Manager.

The cost of office supplies, not to exceed 0.4% of total hourly employee wages excluding hours allocated to management, supervisory, training, administrative personnel, and sub-contracted personnel (excluding benefits).

Maintenance materials, supplies used on site and small equipment.

Postage (provide support documentation) and pre-printed forms for operation.

Cost of uniforms and the cost of uniform maintenance including professional cleaning.

The cost of insurance as required which include vehicle liability insurance (for coverage on the specified/scheduled vehicles identified for this project). If Operator insures more than one of its operations under the same insurance policy, it shall be reimbursed by the City for only the portion of the cost of such insurance that is allocated to Operator's operations hereunder. Operator shall not be entitled to reimbursement in an amount greater than the cost of separately insuring its operations hereunder.

Start-up and transition costs in accordance with the approved Operating Budget by the Aviation General Manager. Inclusive labor costs for onboarding.

The cost of materials, maintenance, and repair services for the approved Operator service vehicles operating at the Airport.

Utilities (which fall under the Operator's responsibilities).

Cell phones, tablets, and other wireless devices, as approved by the Aviation General Manager for use by managers and supervisors at the Airport, not to exceed $70 for each unit per month.

Informational signage, advertising, and promotion.

Office equipment and computers.

Towing services.

The cost of approved Airport SIDA badges, as deemed necessary by the City.

Sales or use taxes incurred on goods and services purchased under the Agreement on behalf of the City.

Cost to provide additional curbside management services for Airport irregular operations and/or special events as directed and approved in advance by the Aviation General Manager or his/her designee.

Fees incurred in connection with the acceptance of credit cards.

Required Prior Approval of Budgeted Reimbursable Expenses. The City shall reimburse Operator for prior approved, budgeted costs and expenses incurred in the operation and management of curbside operations. Reimbursement requests for all approved budgeted expenses shall be submitted with Operator's Certified Monthly Statement. Operator must obtain Airport approval prior to capital expenditures exceeding $1,000.00 and operating expenditures exceeding $2,500.00. Operator is authorized to procure IT equipment and software in accordance with the City's established IT standards provided in Exhibit E, with prior approval from Aviation General Manager or his/her designee. For those expenditures that recur each month, Operator shall notify the Aviation General Manager or his/her designee when it requests its initial approval that the expenditure shall be a recurring one and shall provide a detailed schedule setting forth the recurring nature of the expenditure. The Aviation General Manager or his/her designee may, in its sole discretion, provide advance approval of the continued payment of the expenditure based on the schedule provided by Operator.

Reimbursement of Transition Costs. Operator shall invoice the City for its start-up and transition costs allowed herein within ninety (90) days of the Effective Date. Reimbursement of Operator's start-up and transition costs shall be made by the City within approximately 30 days of the receipt of such invoice provided that (i) the statement is in the format required by the City, (ii) all appropriate supporting documents are attached to the invoice, (iii) the statement contains a certification that the City has not previously reimbursed Operator for any of the itemized costs and expenses, and (iv) the claim for reimbursement does not exceed the amount of the Operating Budget for transition costs.

Non-Reimbursable Expenses. The approved Operating Budget shall not include the following expenses (all of which shall be paid for by Operator using its own funds):

Salary, costs, and expenses of all off-site, nonresident legal, audit, administrative, bookkeeping, and executive personnel of Operator, except as specifically approved in writing by the Aviation General Manager. "Nonresident" personnel are defined as personnel whose primary work site is not within the designated Facilities at the Airport.

Expenses such as home office travel, home office or local entertainment and accommodations, and off-site general office expenses.

Membership in any professional organization and travel to training programs and seminars that are not local.

The cost of office supplies that exceed 0.4% of total hourly employee wages, excluding hours allocated to management, supervisory, training, administrative personnel, and sub-contracted personnel (excluding benefits).

Deductibles and/or self-insured retentions for insurance claims and the administrative costs of administering claims.

The expenses of legal representation and associated costs.

The expense of any penalties, fines, and late payment fees incurred by Operator.

Expenses of the Performance Bond. Performance Bonds are designed to ensure cost escalations will be covered in the event the proponent refuses to or is unable to perform resulting in an early termination. This cost is considered a cost of doing business similar to costs associated with the business license.

The expense of business license and similar fees incurred by Operator in its business operations.

Missing or unreturned item fees for employee badges, uniforms, laundry, and linens.

Any cost incurred for repair or replacement of property due to acts of vandalism and negligence caused by employees of Operator.

The financing costs associated with Operator's working capital.

The cost of any expenses incurred by Operator in connection with the indemnification provisions of the Agreement.

The cost of meetings between executive level representatives of Operator and the City staff.

Any employee compensation benefits, e.g., a car allowance, that are not specifically approved for by the Aviation General Manager.

All "personal" long-distance phone calls made by its employees under the Agreement, business calls and any monthly maintenance fees or installation costs are reimbursable subject to review and written approval by the Aviation General Manager or his/her designee.

Transfer of Operating Funds for Reimbursable Budgeted Expenses. Operator shall, in accordance with established Manual, submit its request for payment of incurred Reimbursable Expenses in a draw request from the DOA and from an account specified by the City. The draw request shall indicate each invoice or receipt to be reimbursed, grouped by budget line item. The draw request shall be supported by original invoices or, when original invoices are not available, by copies of invoices certified as authentic and accurate by an authorized representative of the vendor, or, in the case of payroll, by a payroll register indicating hours and gross wages paid to each employee, by type of pay and employer costs, for that pay date. After review and approval of Operator's draw request by DOA, reimbursement to Operator shall be made by wire transfer from the City account to the account designated by Operator. After review and approval of original invoices or receipt, those original invoices or receipts will be returned by the City to Operator and shall be made available upon request. Wire transfers for approved reimbursable expenses will be processed in accordance with the established schedule approved by the City.

Operating Funds Expenditures. Funds transferred to Operator's account shall be allocated among and expended in accordance with the approved Operating Budget. Operator shall only spend, transfer, or move operating funds from its commercial account to pay Reimbursable Expenses and shall not co-mingle the operating funds with any other assets or funds, except as otherwise approved in writing by the Aviation General Manager.

Certified Monthly Statements. By the tenth (10th) day of each month, Operator shall detail its budgeted Reimbursable Expenses in the Certified Monthly Statement. The monthly statement shall include a certification that the City has not previously reimbursed Operator for any of the itemized costs and expenses.

Within a 30-day period, the City shall notify Operator in writing of its objection to any item or items or expense which it deems to be non- reimbursable. Any such notice shall set forth the nature of the City's objection and shall be accomplished by the City's payment of the undisputed portion of such Certified Monthly Statement.

Disputed Expenses. The City shall give Operator written notice of any disputed Operator expenses and the reasons for such dispute. Operator, within 30 days from receipt of such notice from the City, has the right to present a written explanation of the disputed expenses to the City. Operator may appeal the City's written decision to the Aviation General Manager. Should the Aviation General Manager determine that the expense is not reimbursable, the amount of such expense shall be deducted from Operator's subsequent Management Fee payment.

Remittances. Remittances due the City for monthly reconciliation shall be deposited directly in the City's account. Otherwise, all remittances due the City shall reference the Ground Transportation operation and be forwarded to:

City of Atlanta, Department of Aviation

P.O. Box 16948

Atlanta, Georgia 30320

Attention: Accounts Receivable

Late Charges. Without waiving any other right of action available to the City in the event of default in payment of charges and fees hereunder, if Operator fails to make a payment to the City when due and said failure continues for a consecutive period of 30 days, late charges will be assessed. Late charges may consist of interest and penalties. Thereafter, late charges will be assessed for each additional 30-day period or portion thereof that the payment is late.

The interest rate for late payments shall be at the rate per annum which is 4% higher than the prime rate as published in The Wall Street Journal on the date such payment was due.

To the extent Operator regularly fails to make timely payment of charges and fees required under the Agreement, the City may, in addition to interest, assess reasonable and proportionate penalties in the discretion of the Aviation General Manager.

Management Fee. In addition to the City's reimbursement of the Reimbursable Expenses, subject to the limitations contained in the Agreement and as compensation for all services rendered by Operator during the Term, the City shall pay to Operator a Management Fee. The Management Fee shall be inclusive of the fees paid for the costs of managing the Permitted Subcontracting Activities/Services identified herein.

Management Fee Amount. Upon receipt of Operator's Certified Monthly Statement, the City shall pay to Operator monthly, in arrears, one-twelfth (1/12) of the annual Management Fee amounts as depicted in Exhibit A.1. The Fee shall be paid to Operator in accordance with the Payment terms of the Agreement.

Right of Offset. The City shall have the right to offset against and deduct from the Management Fees payable to Operator any amounts due the City from Operator, including, but not limited to, unauthorized or disputed expenses and penalties as described herein. If the City pays any sum or incurs any obligations or expense because of the failure, inability, neglect, or refusal of Operator to perform or fulfill any of the terms or conditions of the Agreement that it is obligated to perform or fulfill, then the City shall have the right to deduct said expenses from Operator's Management Fee.

Adjustments to Management Fee. If, for any reason, the number of pre-approved staffing hours (excluding hours allocated to management, supervisory, training, administrative personnel, and subcontracted personnel) in accordance with Section C.1,Staffing Levels (P8) exceeds one hundred ten percent (110%) of the Base for a period of more than ninety (90) days, Operator shall be entitled, upon request, to an increase in its Management Fee for the actual period during which staffing hours exceed one hundred ten percent (110%) of the approved Base. For the purposes of this computation, the "Base" equals the staffing hours detailed in the approved operating budget for a given Contract Year, reduced by all hours allocated to management, supervisory, training, administrative personnel, and subcontracted personnel. As soon as staffing levels cease to exceed one hundred ten percent (110%) of the Base, the Management Fee will return to the original Management Fee amount for the relevant Contract Year. The baseline staffing levels for year one (1) shall be determined as a part of the initial staffing plan and will be reviewed within five (5) business days of the notice to proceed. The amount of the increase in Management Fee shall be calculated by multiplying 0.40 times each whole percentage point increase above the Base. For example, a 16% increase in staffing hours over the Base will warrant a negotiation of a 6.4% increase in the Management Fee (16% X 0.40 = 6.4%). Upon any reduction in staffing hours that exceeds 10% of the Base, the Management Fee will be reduced using the same methodology. Other examples of the calculation appear in the below scenarios which compare to the Base. Except as provided in this Section, the Management Fee for any Contract Year shall not be adjusted.

Expiration or Termination Other than End of Month. If the Term shall end on a day other than the last day of a calendar month, the payment of the Management Fee shall be prorated based upon the number of days in the month.

OPERATOR REPORTING RESPONSIBILITIES

The Operator shall, at the Commencement Date and with the submission of payroll supporting documentation, report to the City all wages and benefits paid to Operator's employees assigned to or working in the Airport's Curbside Management Services program. The report will include reimbursable expenses. In addition to programs and benefits offered by Operator to permanent, regular, full- time employees beyond those required by law (Workers Compensation and Social Security)

Certified Monthly Statements. By the tenth (10th) day of following month, Operator shall detail its budgeted Reimbursable Expenses in the Certified Monthly Statement. The monthly statement shall include a certification that the City has not previously reimbursed Operator for any of the itemized costs and expenses.

Within a 30-day period, the City shall notify Operator in writing of its objection to any item or items or expense which it deems to be non- reimbursable. Any such notice shall set forth the nature of the City's objection and shall be accomplished by the City's payment of the undisputed portion of such Certified Monthly Statement.

Reimbursable Expenses. Operator shall include an itemized statement of all Reimbursable Expenses incurred during the previous calendar month. Each such statement shall be accompanied by additional supporting documents as the City may request, including, but not limited to, payroll records, paid checks and DBE expenditure reports.

Monthly Budget Variance. Operator shall submit to the City by the 15th of the following month, an itemized budget variance report, detailing the budgeted expenditures, actual expenditures, and the difference between budgeted and actual expenses submitted to DOA Ground Transportation for reimbursement. A detailed explanation should accompany this report outlining the reason for the variance.

Operating Monthly Activity Reports. Operator shall submit the reports listed below, in a format approved by the Aviation General Manager. Operator shall submit a series of electronic or hard paper copy of monthly reports to DOA Ground Transportation by the 7th day of following month. The monthly reports include but are not limited to:

Customer Comments and Resolutions

Customer Lost and Found Articles

Overtime Analysis

Maintenance Inspection Report. Operator shall furnish to the City a monthly Maintenance Inspection Report, identifying areas where maintenance has been performed and needs to be performed.

Commercial Vehicle Activity (by mode of transportation)

Passenger Activity

Incident/Accident

Employee Hire and Separation Report - summary of employment activity.

Management Fee - Invoice for monthly Management Fee

Report Changes. As may be required from time to time during the Term, the City may direct, in writing, Operator to add, change or delete certain reports. Operator shall comply with the written requests within the time period as specified by the City.

Every month the Operator shall submit a staffing plan report to the Aviation Sr. Director of Parking and Ground Transportation or designee outlining all vacant positions at both the domestic and international terminals and what is being done to fill them.

Operator shall maintain current, accurate and detailed records on personnel. These records shall include, but not be limited to, name and address, date of hire, salary and benefits paid, training received and performance reviews. Operator shall provide an Employee Hire and Separation Report summary of employment activity concurrently with the Certified Monthly Statement.

The Operator shall submit weekly reports to the Director of Ground Transportation or designee highlighting any and all operational issues and shall complete incident reports for any and all incidents or non-compliance within the transportation operation.

NON-COMPLIANCE, LIQUIDATED DAMAGES

The following provisions relate to the quality of the service that the City expects to be provided under the Agreement. Operator agrees that it is obligated to perform the following and that non-performance denigrates the quality of the service, and therefore, is in violation of the Agreement. The occurrence of any of the following situations may result in the imposition of liquidated damages. Operator agrees that the following fees are fair and reasonable, that they may be deducted from its Management Fee. The City will notify Operator within 30 days following the incident whether it intends to assess penalties. Failure to impose liquidated damages for a particular violation shall not bar the City from imposing liquidated damages for subsequent violations of the same nature. Liquidated damages will be deducted from the monthly installment of the Management Fee. The City reserves the right to waive the assessment of liquidated damages if Operator is able to provide supporting documentation to dispute a violation, which must be reviewed and approved by the City. The liquidated damages remedy is in addition to all other rights and remedies of the City.

Interest and Late Fees. In the event Operator is required to remit funds to the City (e.g., as a result of audit or damages for non-compliance) and fails to remit said funds within 30 days of City's request, the City shall assess interest and late fees. Additionally, late fees will be assessed for each additional 30-day period thereafter. The amount owed to the City will bear interest at the rate per annum which is four percent (4%) higher than the prime rate as published in the Wall Street Journal on the date of City's initial request for payment. The amount of the late fee assessed under this section will be five percent (5%) of the currently outstanding amount due.

Other Violations. Where the Operator has been given written notice of the violation on at least two (2) occasions during the 128-month period preceding the written notice, the Aviation General Manager or their designee may request the removal of Operator or subcontractor personnel, pursuant to Paragraph 8.5 of the Agreement or may determine a material breach has occurred pursuant to Paragraph 22.1 of the Agreement.