the hotel roanoke & conference center roanoke, …

THE HOTEL ROANOKE & CONFERENCE CENTER

ROANOKE, VIRGINIA

Parking Facilities Operation and Management

Request for Proposals and Other Contract Documents

September 2017

REQUEST FOR PROPOSAL (Legal Advertisement)

Sealed proposals are hereby solicited for:

OPERATION AND MANAGEMENT OF PARKING FACILITIES AT HOTEL ROANOKE AND CONFERENCE CENTER

The Hotel Roanoke Conference Center Commission and the Hotel Roanoke, L.L.C., hereby invite proposals pursuant to VA. CODE ANN. § 2.2-4301 from qualified firms to oversee and operate the Hotel Roanoke & Conference Center parking lots. The offeror selected for this project shall provide parking operations management, monitor access to the parking lots, oversee revenue collection and provide other guest services at the Hotel Roanoke & Conference Center. Instructions to Offerors, the Contract form and other terms and conditions are incorporated by reference into this Request for Proposal. The selection process shall be by competitive negotiation. Factors to be used in selecting among Offerors include the Offeror’s proposed price and other criteria set out in the Instructions to Offerors. A numerical scoring system will not be used in evaluating proposals. The Contract form and Instructions to Offerors and other documents incorporated into this Request for Proposals may be picked up between 8:30 a.m. and 4:30 p.m. at the office of Steven C. Crawford, Director of Rooms, Hotel Roanoke & Conference Center, 110 Shenandoah Avenue, Roanoke, Virginia 24016, or ordered by calling Mr. Crawford at (540) 853-8202. Sealed proposals shall be received by the Controller of the Hotel Roanoke and Conference Center at 110 Shenandoah Avenue, Roanoke, Virginia 24016, before 2:00 p.m. on October 23, 2017. All Offerors must make a mandatory site visit on October 13, 2017, at 11:00 a.m. THIS PUBLIC BODY DOES NOT DISCRIMINATE AGAINST FAITH-BASED ORGANIZATIONS.

DETAILS OF REQUEST FOR PROPOSAL

September 2017

Sealed proposals are hereby solicited for:

OPERATION AND MANAGEMENT OF PARKING FACILITIES AT THE HOTEL ROANOKE & CONFERENCE CENTER

ROANOKE, VIRGINIA

Scope of Services

The Hotel Roanoke Conference Center Commission (“the Commission”) and The Hotel

Roanoke, L.L.C. (“LLC”) seek Proposals pursuant to VA. CODE ANN. § 2.2-4301 from

qualified firms to manage and operate the Hotel Roanoke & Conference Center parking lots and

related facilities, including a PARCS System.

Proposal Requirements

Each Proposal shall contain the information required by the Instructions to Offerors.

Selection Process

The selection process will be competitive negotiation within the meaning of the VA.

CODE ANN. § 2.2-4301. The Contract shall be awarded on the basis of the factors and criteria

contained in the Instructions to Offerors.

Contractual Terms and Conditions

To the extent permitted by Virginia law, the Commission and L.L.C. reserve the absolute

discretion and right to reject any or all Proposals received.

The attached Contract Documents are incorporated by reference into this Details of

Request for Proposal.

1

__________________________ ____________________________________ Date Deborah J. Moses Executive Director Hotel Roanoke Conference Center Commission

2

INSTRUCTIONS TO OFFERORS l. DEFINITIONS 1.1 The term “Commission” shall mean the Hotel Roanoke Conference Center Commission

or its authorized representatives. 1.2 The term “L.L.C.” shall mean The Hotel Roanoke, L.L.C. or its authorized

representatives. 1.3 The term “Contract Documents” shall mean and include the Legal Advertisement or

Request for Proposal, Details of Request for Proposal, Instructions to Offerors, the Contract Form, Performance and Fidelity Bonds and any Addenda.

1.4 The term “Director of Rooms” shall mean the Director of Rooms of HR&CC, Mr.

Steven C. Crawford, or the person whom Owners designate as his successor. 1.5 The term “Owners” shall mean the Commission and the L.L.C. collectively. 1.6 The term “Addenda” in the Contract Documents shall mean written or graphic

instruments issued by the Director of Rooms prior to execution of the Contract which modify, clarify, correct or interpret the Contract Documents.

1.7 The term “Conference Center” shall mean the Conference Center of Roanoke, which is

located in the City of Roanoke and owned by the Commission. 1.8 “HR&CC” shall mean the Hotel Roanoke & Conference Center. 1.9 The term “Proposal” in the Contract Documents shall mean a complete and properly

signed Proposal to carry out the Project for the price or fee stipulated therein submitted in accordance with the Contract Documents.

1.10 The term “Offeror” in the Contract Documents shall mean the person, firm or

corporation interested in submitting a Proposal or who has actually submitted a Proposal.

1.11 The term “Operator” in the Contract Documents shall mean the person, firm or

corporation entering into a written agreement with the Commission and the LLC to perform work in connection with the Project.

1.12 The term “Hotel” means the Hotel Roanoke that is immediately adjacent to the

Conference Center and which is leased by the L.L.C.

Project: Parking Lots Operator 1 of 12 Instructions to Offerors 9/17/2017

1.13 The term “PARCS” shall mean the Parking Access and Revenue Control System

described in the Contract Documents. 1.14 The term “Project” shall mean the oversight and operation of the HR&CC Parking Lots,

including revenue collection and related facilities, and provision of other Services described in Article III of the Contract, Exhibit A to the Contract and elsewhere in the RFP.

1.15 The term “Benchmark” shall mean BMC-The Benchmark Management Company

which currently manages both the Hotel and the Conference Center, pursuant to management agreements scheduled currently in effect.

1.16 “Manager” shall mean the management firm which manages both the Hotel and the

Conference Center pursuant to management agreements with the Owners. The current manager is Benchmark.

1.17 The term “Responsive Proposal” in the Contract Documents shall mean a Proposal

which conforms in all material respects to the Request for Proposal. A "Responsive Offeror" is an Offeror who submits a Responsive Proposal.

1.18 The term “Responsible Offeror” shall mean an Offeror who has the capability, in all

respects, to perform fully the Contract requirements and the moral and business integrity and reliability which will assure good faith performance.

1.19 The term “Subcontractor” shall mean a person, firm, partnership, corporation or other

entity having a direct contract with the Contractor or with any other Subcontractor for the performance of any portion of the Project.

1.21 “Facility” and/or “Facilities” shall mean the Parking Lots at the HR&CC and all

equipment, machinery and operations related to the Parking Lots, valet, bellhop, doormen and shuttle Services for the HR&CC.

1.22 “Gross Revenue” shall mean all money collected and/or paid to Operator and arising

from its operation of the Facilities and its Services at or in connection with the HR&CC, including without limitation, parking fees, rental fees, violation fees, transportation fees and special event fee income.

1.23 “HR&CC Operating Expenses” shall mean all direct operation expenses excepting the

Operator’s Expenses defined below. These expenses may be incurred directly by HR&CC; or they may be incurred by the Operator with prior Manager approval and paid by Owners; or they may be incurred and paid by the Operator with prior approval of the Manager and subsequent reimbursement by the HR&CC. These expenses


include, but may not be limited to: Expenses incurred in connection with the Facilities for utilities and equipment

(excluding the Operator’s postage and other mailing costs, long distance telephone charges, and other internal office supplies and equipment), fuel and lubricants, maintenance equipment, HVAC repair and service or other licensed trades, and similar items normally incurred in the operation of the Facilities except those items that are defined as Operator Expenses as set forth therein.

1.24 “Reimbursable Operating Expenses” shall mean HR&CC Operating Expenses that are

incurred and paid for by the Operator with prior approval of the Manager and subsequent reimbursement by Owners.

1.25 “Operator Expenses” (or “Operator’s Expenses”) shall mean expenses incurred by the

Operator for:

1. All managerial, supervisory, marketing, custodial, maintenance and clerical personnel and employees, as well as attendants, staff, labor and labor for hiring, training and securing adequately trained and skilled personnel to accomplish, at a minimum, the duties and responsibilities contained in this Contract. These expenses include wages, fringe benefits, federal and state payroll taxes and other costs and liabilities connected with Operator’s employees. All expenses related to hiring and personnel shall be Operator’s responsibility.

2. Garagekeeper’s liability insurance, a fidelity bond, workers’ compensation and

employer’s liability insurance and other forms of insurance coverage required by the Contract Documents.

3. Complete uniforms, including name badges or name tags, hats, outerwear,

gloves, and footwear, for all attendants, maintenance and custodial personnel, all as pre-approved by the Owners.

4. All office supplies, postage, office machines, parking machine (PARCS

system) tickets and valet tickets, computers, computer software, all costs and charges connected with the PARCS maintenance, cell phones, and other internal items needed by Operator to perform the Services and to pay for and maintain proper accounting of all Operator Expenses.

5. All necessary licenses and permits. 6. Parking related consulting services on a no-fee basis to the HR&CC.


7. Parking lot shuttle operation. 8. All expenses related to the CVPS parking facilities operation system described

in Exhibit C.

1.26 “CVPS” shall mean the parking facilities operation system outlined in Exhibit C to the Contract form.

1.27 “Management Fee” shall mean the consideration the Operator shall receive from the

Owners and HR&CC in exchange for its Services in the management and operation of all Parking Facilities as set forth herein. Operator shall pay out of the Management Fee all Operator Expenses. Manager will make no additional payments to the Operator for any such items.

1.28 “Services” refers to those tasks, functions, items and services described in Article III

and Exhibit A. 1.29 “Parking Lots” refers to all spaces, areas and lots designated from time to time by

Manager for parking of motor vehicles in connection with the operations of the HR&CC. The Parking Lots include the two hundred fifty (250) parking spaces in the HR&CC’s Lot 1 and the one hundred fifty-four (154) parking spaces in Lot 2.

2. MANDATORY SITE VISIT 2.1 All prospective Offerors must meet at the HR&CC as a group with the Director of

Rooms on October 13, 2017, at 11:00 a.m. in the Buck Mountain Room to tour the Parking Facilities. The site visit is expected to last approximately 90 minutes. The Director of Rooms will describe the Project and answer questions. A Proposal submitted by an Offeror who failed to send a representative to this mandatory site meeting shall be deemed nonresponsive and rejected.

3. PURPOSE AND BACKGROUND 3.1 The purpose of this Request for Proposals (“RFP”) is the procurement of operational

and management services for the Parking Lots at HR&CC. Owners invite any qualified Offeror to respond to this RFP by submitting a Proposal consistent with the terms and conditions set forth in the Contract Documents. A final scope of services will be negotiated with the successful Offeror.

3.2 Owners seeks competitive proposals from qualified Offerors to oversee and operate

the HR&CC’s Facilities and provide valet, bellhop, doormen and shuttle services for the twin properties. The successful Offeror shall enter into a Contract with Owners to operate the Facilities and provide related services, task and functions.


3.3 Each Offeror must be able to demonstrate that it or its predecessor has a minimum of

three (3) years managing and operating parking lots which are associated with hotels or conference centers and similar in size to the Parking Lots.

4. SERVICES AND ITEMS REQUIRED FROM THE SUCCESSFUL OFFEROR 4.1 The following are Services and/or items the successful Offeror shall be required to

provide to the HR&CC (except for items and services listed as being HR&CC’s responsibility).

A. The successful Offeror shall enter into a Contract (the Contract Form) with the

Owners for a term anticipated to begin on January 1, 2018, and end on December 31, 2023. Provided, however, that Manager may terminate the contract without cause upon sixty (60) days written notice. See the Contract form for other terms and conditions.

B. Services and goods to be provided by successful Offeror in exchange for its

Management Fee (no additional or supplemental fee will be paid by Owners for these items) include the following:

1. Adequate core staffing for management, including supervision,

operations, contract management, bookkeeping, cleaning, repairing, routine maintenance, including labor for such repairs as light bulb changing and cleaning, sweeping, graffiti removal, gate replacement, sign installation, and other duties as may be assigned. Personnel shall include but not be limited to a manager who resides full time in the Roanoke Valley area and who has authority to represent and act on behalf of the successful Offeror. This manager shall work a minimum of forty (40) hours per week for the parking operations of the HR&CC and be available on call for all emergencies and/or duties which may require weekend and/or evening involvement.

2. All supplies, equipment, furniture, computers, software, office

machines, specific phones for successful Offeror’s use, phone lines for specific Offeror use, Internet connections required to access the successful Offeror’s home offices, business systems etc., uniforms as approved by Manager, postage, business forms, name tags, radios, vehicles, travel costs, moving costs, living expenses, food, employee incentives, first aid supplies or any other personal expenses for successful Offeror’s employees as they may arise, or anything needed by the successful Offeror for its own internal use.


3. A performance bond with corporate surety or letter of credit acceptable in form to Owners.

4. A fidelity bond or similar security acceptable in form to Owners to

provide indemnity against employee embezzlement and dishonesty. 5. Parking related consulting services on a non-fee basis. 6. All licenses and permits necessary for operation of the Parking Facilities. 7. Both housekeeping and preventive maintenance shall be performed to

ensure the maintenance and repair of all parking related equipment and fixtures; attendant booths and office spaces; maintenance and repair of parking signage and gate equipment. Trash debris shall be removed by Operator daily from the front entrance of the HR&CC and from the Parking Lots.

8. Free parking may be required during certain days or hours of the day for

certain events as designated by Manager. 9. Parking rates shall be charged in keeping with those set forth in Exhibit B

to the Contract. Manager, with the consent of Owners, may revise these rates.

10. Staffing and service requirements shall include at a minimum the

following: a. Valet Parking; b. Doormen; c. Bell services; d. Parking facility management; e. Shuttle drivers; f. Concierge services; and g. Booth attendant. 11. a. Shuttle driver Services shall include transportation for the use and

benefit of guests of the Conference Center or Hotel, especially


between the Roanoke Regional Airport and HR&CC. Shuttle service shall be free of charge.

b. Hours of operation for the shuttle service shall be 5:00 a.m. –

midnight each day, seven (7) days a week, including holidays. The shuttle shall run at least once every thirty (30) minutes.

c. As on-site electric parking lot shuttle vehicle service shall operate

a minimum of eight (8) hours every day to transport our guests from the self-parking lot to the Hotel entrance. Hours of operation are 8:00 a.m.-11:30 a.m. and 3:00 p.m.-7:30 p.m. (These hours are subject to change based on business, but shall not exceed eight (8) hours per day.)

12. Each Offeror is advised to review the Contract form because it contains detailed descriptions of the Services and items that the successful Offeror will be required to provide to the HR&CC, some of which may be in addition to the items listed above.

13. The successful Offeror, as a precondition to entry into the Contract, shall

provide certificates and other evidence that it has purchased all the insurance coverages and bonding required in the Contract. (See Contract Form). Prior to making a Proposal, Offerors should familiarize themselves with those insurance and bonding requirements.

5. TRANSITION PLAN

The Owners’ contract with the current operator of its Parking Facilities expires on December 31, 2017. As part of its Proposal, the Offeror must outline in writing a plan for carrying out a smooth, workable transition to that Offeror from the current Parking Facilities operator. This transition plan should describe how the Offeror would be willing and able to position itself so that it could readily assume operations and provide Services beginning January 1, 2018, without inconvenience or disruption to the HR&CC and its guests.

6. MANAGEMENT FEE 6.1 Each Proposal must specify the Offeror’s proposed Management Fee. Since it opened in

1995, the HR&CC has split its Gross Revenues (as defined in Section 1 above) with its current operator on a monthly basis. The current operator’s share of Gross Revenue represents its monthly Management Fee.


6.2 All Proposals must include the Offeror’s requested percentage split of Gross Revenues with the HR&CC as a Management Fee.

6.3 At the Offeror’s option, it may (but is not required to) submit an alternative

Management Fee structure proposal that is based on a formula other than a split of Gross Revenues with the HR&CC. However, any alternative fee structure proposal by the Offeror must be in addition to and accompanied by the Gross Revenues percentage split proposal mandated by this section.

6.4 To assist Offerors in making their Management Fee proposals, set forth below are the

HR&CC’s Gross Revenues for the last three fiscal years. Fiscal years ending: 6/30/17 $907,280.00 6/30/16 $870,836.00 6/30/15 $898,006.00 7. QUESTIONS CONCERNING CONTRACT DOCUMENTS 7.1 Any questions about the Contract Documents should be addressed in writing to Steven

C. Crawford, Director of Rooms, Hotel Roanoke & Conference Center, 110 Shenandoah Avenue, Roanoke, Virginia 24016. Telephone number (540) 853-8202.

8. ADDENDA 8.1 Any significant changes, including corrections of omissions and discrepancies, that may

be made to the Contract Documents will be in the form of Addenda which will be forwarded to all prospective Offerors who have received a proposal package. Receipt by the Offeror of such Addenda shall be acknowledged in its Proposal. Only the Director of Rooms has authority to issue Addenda. Owners expressly disclaim responsibility for Offeror’s failure to obtain any Addenda from the Director of Rooms. Offeror is solely responsible for obtaining a copy of any and all Addenda issued.

9. PREPARATION OF PROPOSALS 9.1 Each Offeror is responsible for examining carefully the site of the Project and the

Contract Documents. By submitting a Proposal, the Offeror will be deemed to have investigated and considered the conditions to be encountered at the Project site; the character, quality, and quantities of Work to be performed; the materials to be furnished; and the requirements of the Contract Documents. The Offeror shall be deemed to have waived any claim, defense or objection based on known and unknown site conditions.


9.2 The Offeror agrees that the Contract amounts submitted in the Proposal shall remain in effect for a minimum of sixty (60) days after the Opening of Proposals.

9.3 Each Offeror shall comply with all applicable Commission resolutions, City of Roanoke

ordinances, and state and federal laws, including licensure requirements of all kinds. A Proposal from an Offeror who is not properly licensed under any applicable law shall be rejected.

10. SUBMISSION OF PROPOSALS 10.1 The Proposal and any information required to be submitted as part of the Proposal shall

be enclosed in a sealed, opaque envelope and addressed as follows: Bruce Keiser Controller Hotel Roanoke & Conference Center 110 Shenandoah Avenue Roanoke, Virginia 24016 10.2 The Offeror is responsible for timely delivery at the location designated for receipt of

Proposals on or before October 23, 2017, at 2:00 p.m. 10.3 Proposals shall be delivered to the designated location by the time and date for receipt of

Proposals indicated in the Request for Proposal. Proposals received after that time and date will be rejected.

11. REJECTION OF PROPOSALS 11.1 Owners reserve the right to waive any defects or informalities in any Proposal and to

reject any or all Proposals, should rejection be deemed in the best interest of the Owners and consistent with the Virginia Public Procurement Act.

11.2 Reasonable grounds for believing that any Offeror is interested in more than one

Proposal for the Contract may cause the rejection of all Proposals in which that Offeror is interested.

11.3 Should no “Notice of Proposal Acceptance” be issued by Owners within sixty (60)

consecutive, calendar days of the date Proposals are opened, all Proposals will be deemed withdrawn.

12. COMPLIANCE WITH STATE LAWS AUTHORIZING FOREIGN AND

DOMESTIC ENTITIES TO TRANSACT BUSINESS IN VIRGINIA


An Offeror organized to transact business in the Commonwealth of Virginia pursuant to Title 13.1 or Title 50 of the Code of Virginia (including but not limited to corporations, limited liability companies and partnerships) must include in its Proposal the identification number issued to the Offeror by the Virginia State Corporation Commission. Any Offeror not required to be authorized to transact business in the Commonwealth as a foreign business entity until Title 13.1 or Title 50 or as otherwise required by law shall include in its Proposal a statement describing why the Offeror is not required to be so authorized.

13. EVALUATION CRITERIA 13.1 Owners shall determine those Offerors most qualified to meet the requirements of this

RFP. Major criteria to be considered in this process of evaluation may include, but shall not necessarily be limited to, the factors referred to above and those set forth below:

A. The background, education and experience of the Offeror in providing similar

services or items elsewhere, including the level of experience in working with hotels/conference centers and the quality of services performed or items supplied.

B. Reasonableness/competitiveness of proposed Management Fee and/or benefits

to the HR&CC, although the HR&CC is not bound to select the Offeror who proposes the lowest Management Fee or most benefits for Services. HR&CC reserves the right to negotiate fees with the selected Offeror(s).

C. The Offeror’s responsiveness and compliance with the RFP requirements and

conditions. D. The Offeror’s demonstrated operational competency and established history to

provide the Services/items requested by HR&CC through this RFP in a prompt and timely fashion.

E. The qualifications of the individuals assigned to the project. F. Demonstrated ability to serve customers in a friendly, professional and

efficient manner. G. The validity of the proposed operating, maintenance and transition plans

provided in response to this RFP. H. Determination that the selected Offeror has no contractual relationships which

would result in a conflict of interest with this Contract.


I. The Offeror’s ability, capacity and skill to fully and satisfactorily provide the

services or items required in this RFP. J. The quality of the Offeror’s performance in comparable and/or similar

projects. K. The quality of the transition plan proposed by the Offeror as required by

Section 5 of these Instructions. 14. SELECTION PROCESS 14.1 Consistent with Section 2.2-4302.2(A)(B) of the Code of Virginia, Owners shall

select two or more Offerors, if there be that many, deemed to be fully qualified and best suited among those submitting proposals on the basis of the evaluation of factors included in this RFP, including the proposed Management Fee. Negotiations shall be conducted with the Offerors so selected. Price/Management Fee shall be considered, but need not be the sole determining factor. After negotiations have been conducted with each Offeror so selected, Owners shall select the Offeror which, in their opinion, has made the best proposal, and may award the contract to that Offeror. Owners may cancel this RFP or reject proposals at any time prior to an award, and is not required to furnish a statement of the reason why a particular proposal was not deemed to be the most advantageous. Should Owners determine in writing and in their sole discretion that only one Offeror is fully qualified, or that one Offeror is clearly more highly qualified than the others under consideration, a Contract may be negotiated and awarded to that Offeror.

14.2 All Proposals submitted in response to this RFP will be reviewed by Owners for

responsiveness prior to referral to a selection committee or person. A committee consisting of HR&CC personnel and/or others (or an appropriate individual) will then evaluate all responsive proposals, conduct the negotiations, and make recommendations to the Commission and L.L.C. The award of the Contract, if made, will be made to the Offeror whose proposal best furthers the interest of the HR&CC, as determined by Owners. Owners reserve the right to reject any and all proposals, to waive any informality or irregularity in the proposals received, and to make the award to the Offeror whose proposal is deemed to be in the best interest of the HR&CC.

14.3 Offerors may be required to give an oral presentation of their proposal to the selection

committee or person. This provides an opportunity for the Offeror to clarify or elaborate on the proposal. This is a fact finding and explanation session only and does not include negotiation. Oral presentations are strictly at the option of the HR&CC and may or may not be conducted. As part of their proposals, Offerors are encouraged to submit recommendations with respect to parking equipment, upgrades


and capital improvements, pricing structures and other parking-related reforms at the HR&CC.

14.4 A numerical scoring system will not be used in Owner’s evaluation of Proposals. 15. INFORMATION ON CONTRACT TO BE AWARDED 15.1 The Contract form included in this RFP contains terms and conditions that Owners

plan to include in any Contract that may be awarded, but such terms and conditions may be changed, added to, deleted, or modified as may be agreed to between the Owners and the Offeror during negotiations. However, if an Offeror has any objections to any of the terms or conditions set forth in the form Contract or any changes or additions thereto that the Offeror wants to discuss during negotiations, the Offeror should set forth such objections, changes, or additions in such Offeror’s proposal submitted in response to this RFP. Otherwise, submission of a proposal by an Offeror will obligate such Offeror, if it is the successful Offeror, to enter into a Contract containing the same or substantially similar terms and conditions as contained in the form Contract. Other terms and conditions, if necessary, will be negotiated with the successful Offeror.


Exhibit A

Shuttle Services With respect to Services performed by Operator on behalf of the HR&CC, the following terms and conditions shall apply:

(a) Subject to terms and conditions hereinafter set forth, and the payments by the HR&CC to the Operator as hereinafter set forth, Operator shall provide transportation services for the use and benefit of HR&CC guests.

(b) The Service will be free of charge to properly identified HR&CC guests and

shall extend at a minimum to the Roanoke Regional Airport. (c) Hours of operation for the shuttle shall be 5:00 a.m. – midnight each day,

seven (7) days a week, including holidays. (d) HR&CC will provide and maintain all vehicles used for the shuttle Service,

including all repairs, preventative and routine maintenance and fuel. Operator is responsible for maintaining the cleanliness of the vehicles through daily cleaning of the exterior of the vehicles, vacuuming of the interiors and immediately reporting any needed service or safety concerns.

(e) Operator in addition shall provide parking lot shuttle services to guests within

the HRCC parking lots each day, 8:00 a.m.-11:30 a.m. and 3:00 p.m.-7:30 p.m. seven (7) days a week, including holidays. (These hours are subject to change at Owners’ discretion, but shall not exceed eight (8) hours a day.) Owners shall provide and designate a motor vehicle for this parking lot shuttle service.

Other Services Valet, bellhop and doormen Services, shall be provided as follows: (a) hours: 5:00 a.m. until midnight each day (Monday-Sunday); (b) days of the week: seven (7) days per week, including holidays. Concierge Services shall be provided as follows: as determined by Manager based on service levels. Parking Facilities Minimum Staffing Guideline 1

HR&CC requires adequate staffing at all times to provide Hotel guests, conferees, day attendees and special function guests superior service. It is critical guests receive rapid check in service with luggage; valet cars are quickly parked from the front of the Hotel and retrieved with minimum waiting time; shuttle Service is prompt at the airport; and guests checking out have minimal delays removing luggage from their rooms. To meet this requirement, Operator must comply with the following minimum staffing and supervision levels. Staffing may frequently need to be increased over this guideline to provide the level of service required depending on our business levels. All shifts will require a manager, a shuttle driver, a cashier in the self parking lot booth and a minimum of two (2) valet/bellpersons. The main entrance of the Hotel is never to be left unattended during normal operating hours. The HR&CC needs a properly attired doorman or shift supervisor/manager to fill this requirement at all times. Based on the HR&CC’s volume of business, one (1) additional valet/bellperson is required for every fifty (50) checkouts (a.m. shift) and one (1) additional for every fifty (50) check-ins (p.m. shift). Check out is 11:00 a.m. and check-in time is 4:00 p.m. For special functions (catered events, large meetings, and similar events) the following additional staffing is required: 100-200 guests = four (4) additional valet/bellpersons 200-400 guests = five (5) additional valet/bellpersons 400-750 guests = seven (7) additional valet/bellpersons 750-1,2001 guests = ten (10) additional valet/bellpersons There are approximately five (5) to seven (7) events annually in which the HR&CC offers valet services from its Wells Avenue entrance. During these events, valet services must be offered in the Wells Avenue entrance instead of the main entrance of the Hotel to avoid congestion at the main entrance and provide rapid valet services for guests attending large events in the Conference Center Ballrooms. Parking Rates and Revenue All parking rates are inclusive of tax. The HR&CC will be responsible for paying all taxes to any appropriate taxing authority. See Exhibit B for current rate schedule. Gross Revenue subject to be split between Operator and Manager includes all monies charged to and collected from guests, customers and patrons for parking, driving, special events or other Service of any kind.

1 These are minimum staffing levels. HR&CC may require additional valet/bell persons for special events or functions. HR&CC reserves the right to discount or waive parking fees to secure business, resolve guest satisfactions issues or other reasons. 2

Manager shall collect all parking fees and taxes from overnight HR&CC guests. Such parking fees and taxes shall be posted to the overnight folio by the HR&CC.

3

Exhibit B

The Hotel Roanoke and Conference Center

Parking Rates Effective January 1, 2018

Self Parking Rates: Each ½ Hour $1.00 Daily Maximum $8.00 Overnight $10.00 Valet Parking: Overnight $16.00 Daily Valet $10.00 *Restaurant may offer validation Bus Parking: $35.00 per bus

Exhibit C

The Hotel Roanoke & Conference Center

Existing Parking System equipment Qty.

Federal APD G‐90 Gate Operators 4 In/Out gates for both lots

Federal APD MG 1000 Ticket Dispenser 1 Incoming self parking gate.

Federal APD Auditor Powerpad Fee Computer 1 Self parking lot booth.

Federal APD Port Controller 1 Self parking lot booth.

Federal APD Passport 360 Controllers 2 Self parking lot booth.

Federal APD Full Sign 1 Self parking lot incoming gate

Federal APD Fee Display 1 Self parking lot exit gate

Federal APD Transport 1

Federal APD Burster 1

Federal APD Controller 1

Federal APD PC Board Assembly 1

PARKING SERVICES MANAGEMENT CONTRACT

THIS PARKING SERVICES MANAGEMENT CONTRACT (“Contract” or “Agreement”) is made as of this 1st day of November, 2017, by and between _________________________, party of the first part and hereinafter referred to as “Operator,” and the Hotel Roanoke Conference Center Commission (“Commission”) together with the Hotel Roanoke, L.L.C. (the “LLC”) as the party of the second part. The Commission and the LLC are collectively referred to herein as “Owners.”

RECITAL

WHEREAS, Owners desire to engage Operator to provide the services described below and in Exhibit A (the “Services”) and Operator wishes to provide the Services to Owners. NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

ARTICLE I DEFINITIONS

A. “Conference Center” refers to the Conference Center of Roanoke. B. “Hotel” refers to the Hotel Roanoke. C. “HR&CC” shall mean collectively the Hotel Roanoke & Conference Center. D. “Facility” and/or “Facilities” shall mean the Parking Lots at the HR&CC and all

equipment, machinery and operations related to the Parking Lots, valet, bellhop, doormen and shuttle Services for the HR&CC.

E. “Gross revenue” shall mean all money collected and/or paid to Operator and arising

from its operation of the Facilities and its Services at or in connection with the HR&CC, including without limitation, parking fees, rental fees, violation fees, transportation fees and special event fee income.

F. “HR&CC Operating Expenses” shall mean all direct operation expenses excepting the

Operator’s Expenses defined below. These expenses may be incurred directly by HR&CC; or they may be incurred by the Operator with prior Manager approval and paid by Owners; or they may be incurred and paid by the Operator with prior approval of the Manager and subsequent reimbursement by the HR&CC. These expenses include, but may not be limited to:

1

Expenses for Parking Facilities incurred for utilities and equipment (excluding the Operator’s postage and other mailing costs, long distance telephone charges, and other internal office supplies and equipment), fuel and lubricants, maintenance equipment, HVAC repair and service or other licensed trades, and similar items normally incurred in the operation of the Facilities except those items that are defined as Operator Expenses as set forth therein.

G. “Manager” shall mean BMC-The Benchmark Management Company which manages

both the Hotel and the Conference Center pursuant to management agreements with the Owners.

H. “Reimbursable Operating Expenses” shall mean HR&CC Operating Expenses that are

incurred and paid for by the Operator with prior approval of the Manager. I. “Operator Expenses” (or “Operator’s Expenses”) shall mean expenses incurred by the

Operator for:

1. All managerial, supervisory, marketing, custodial, maintenance and clerical personnel and employees, as well as attendants, staff, labor and labor for hiring, training and securing adequately trained and skilled personnel to accomplish, at a minimum, the duties and responsibilities contained in this Contract. These expenses include wages, fringe benefits, federal and state payroll taxes and other costs and liabilities connected with Operator’s employees.

2. Garagekeeper’s liability insurance, a fidelity bond, workers’ compensation and

employer’s liability insurance and other forms of insurance coverage required by the Contract Documents.

3. Complete uniforms, including name badges or name tags, hats, outerwear,

gloves, and footwear, for all attendants, maintenance and custodial personnel, all as pre-approved by the Manager.

4. All office supplies, postage, office machines, parking machine (PARCS

system) tickets and valet tickets, computers, computer software, all costs and charges connected with the PARCS maintenance, cell phones, and other internal items needed by Operator to perform the Services and to pay for and maintain proper accounting of all Operator Expenses.

5. All necessary licenses and permits. 6. Parking related consulting services on a no-fee basis to the HR&CC. 7. Any costs associated with the CVPS parking equipment attached as Exhibit C

to this Contract, including costs of complying with payment and industry 2

standards. J. “Management Fee” shall mean the Gross Revenue percentage split or other

consideration provided in Article IV the Operator shall receive from the HR&CC in exchange for its Services in the management and operation of all Parking Facilities as set forth herein. The Operator shall pay out of the Management Fee all Operator Expenses. Owners will make no additional payments to the Operator for any such items.

K. “Services” refers to those tasks, functions, items and services described in Article III

and Exhibit A. L. “Parking Lots” refers to all spaces, areas and lots designated from time to time by

Manager for parking of motor vehicles in connection with the operations of the HR&CC. The Parking Lots include the two hundred fifty (250) parking spaces in the HR&CC’s Lot 1 and the one hundred fifty-four (154) parking spaces in Lot 2.

M. “Contract” shall mean this Contract, including exhibits along with the Instructions to

Offerors, which are incorporated herein by reference. In the event of any conflict between the terms and conditions or definitions of this Contract and those contained in the Instructions to Offerors, the terms, conditions and provisions of this Contract shall control, prevail and take precedence.

N. “Owners” refers collectively to the Commission and the LLC. O. “Commission” refers to the Hotel Roanoke Conference Center Commission, which

owns the Conference Center. P. “LLC” refers to the Hotel Roanoke, L.L.C., which leases the Hotel Roanoke. Q. “CVPS” refers to the parking facilities operation system outlined in Exhibit C.

ARTICLE II

APPOINTMENT

Owners grant Operator the exclusive right to provide and operate the Services at the HR&CC. Operator shall provide the Services during the term of this Agreement in accordance with the policies, standards and procedures established by and in accordance with the terms and conditions hereinafter set forth. Owners shall provide for Operator’s use an office, adequate in size, in the HR&CC from which to operate the Services and shall make available adequate parking spaces for Operator’s use.

ARTICLE III 3

OPERATOR’S OBLIGATIONS

Operator shall provide the Services at the HR&CC in a first class professional manner for guests, patrons and visitors of the HR&CC. The Services shall be provided during the hours and on the days of the week specified in Exhibit A. Operator shall provide the Services from an area located in front of the main entrance of the Hotel or from any other location which Manager may designate from time to time. Operator acknowledges that the maintenance and operation of the Services on a first class basis is an essential element in the successful operation of the HR&CC. Operator agrees that its Services hereunder shall be performed in a manner which will enhance the HR&CC’s operation. Without limiting the foregoing, Operator agrees to observe and comply with, and cause its employees to observe and comply with, all reasonable rules and regulations adopted from time to time by the HR&CC with respect to the provision of the Services. In addition to those tasks and functions listed in Exhibit A, Operator’s Services shall include the following: A. Operator shall plan, market, promote, supervise, manage, maintain and operate the

Facilities in an efficient, effective and professional manner throughout the term of this Contract in full compliance with all the Owners’ requirements and use its best efforts to maximize customer satisfaction and gross revenues and minimize expenses and shall charge and collect reasonable fees as approved by Owners for the parking of automobiles and other motor vehicles at the Facilities.

B. The Services include but may not be limited to: 1. Valet Services; 2. Bellhop Services; 3. Doorman Services; 4. Concierge Services; 5. Shuttle Services; 6. Self Parking Services (Booth Attendant); and 7. Gross Revenue collection and other Parking Facilities supervision services. 8. Parking lot shuttle operation. C. Operator represents that it is able to operate the HR&CC’s PARCS System (Federal

APD SSP Auditor Power Pad, with SST Ticket Spitter, Fee Display and Barrier 4

Gates) and associated equipment (including ScanNet Software and Dell PC). Operator shall maintain all such equipment in good working order and shall replace at its own expense any damage which results in whole or in part from Operator’s negligence or improper operation of the PARCS System or associated equipment. Operator shall pay all costs and charges connected with the PARCS service and maintenance contract.

Operator shall install the CVPS detailed in Exhibit C, which shall be at no cost to

HR&CC. Operator shall maintain rights of ownership in the CVPS throughout and upon expiration of the Term of this Agreement. Operator shall be responsible for ensuring that the CVPS remains in compliance with applicable payment card industry standards during the term of this Agreement including any costs associated with the CVPS.

D. Operator shall, on a daily basis, deposit all Gross Revenue received directly into the

HR&CC’s bank account or as otherwise designated by Owners. E. Operator shall be responsible at its own expense for recruiting, employing, training

and properly supervising the personnel employed for the management, operation and maintenance of the Facilities. Such personnel shall be employees of the Operator and shall not be deemed employees of Owners or Manager for any purposes. Operator is and shall be deemed an independent contractor for all services and items provided pursuant to this Contract. Operator agrees to abide by all state, local and federal laws including those pertaining to employment matters and also the applicable provisions of the National Fire Protection Association (NFPA) (including NFPA 88A-Standards for Parking Structures). Operator recognizes the need for experienced management in the operation, maintenance, and supervision of the Parking Facilities and agrees to provide the HR&CC with management, supervisory, maintenance and attendant staff satisfactory to Owners. Operator agrees to defend, indemnify and hold the Commission, the L.L.C., and Manager and their respective affiliates, officers, agents and employees harmless to the fullest extent permitted by law, for any claims, suits, causes of action, settlements or judgments against any or all of them arising in any way out of the management, maintenance, and/or operation of the Facilities by Operator or its employees or agents or arising out of or connected in any way with this Contract (including employment matters).

F. Operator shall provide courteous, knowledgeable, efficient, prompt, and friendly

service to the patrons of the Facilities. Operator acknowledges that the maintenance and operation of the Facilities must be on a first class basis and that this provision of excellent service and cleanliness of the Facilities is an essential element of this Contract. Operator will maintain daily the appearance of the Facilities and at a minimum regular maintenance procedures shall include, but not be limited to the following as Operator’s Expenses:

1. keeping the windows, booths, entrances, drive lanes, parking spaces, and

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sidewalks bordering all Parking Facilities clean and uncluttered; 2. checking the PARCS system, parking equipment, revenue controls and related

systems; 3. cleaning up oil spills and proper disposal thereof; 4. picking up trash using several small cans and emptying frequently; 5. removing graffiti from all surfaces. Should acts of vandalism damage the

Facilities, the Operator will take action within twenty-four (24) hours of such incident to remove such damage and to report such acts to law enforcement and Manager within the same time frame;

6. cleaning, repairing, and maintaining signs and replace signs as needed, due to

pre-approved rate changes; 7. sweeping, vacuuming and keeping clear of trash or debris the area(s) off the

Parking Lots and the front entrance of the HR&CC; and 8. inspecting and cleaning any rubbish or sediment that could cause ponding or

clogging. G. All employees of Operator at the Facilities shall wear appropriate uniforms and name

tags which indicate such employees are representatives of the HR&CC. The cost to purchase, repair, maintain and clean such uniforms and name tags shall be an Operator’s Expense, but the design and quality of such uniforms and name tags shall be subject to the approval of Owners. All expenses related to hiring and personnel matters shall be at Operator’s Expense. Employees of the Operator when on the premises of the Facilities shall conduct themselves in a manner consistent with a standard of high quality and at all times project a positive image in all daily contacts whether in person or phone. Employee customer relations skills shall at a minimum include the ability to provide a high level of customer service to meet the HR&CC’s goal of providing the customer with user friendly Services so that customers are greeted by courteous, eager and informative staff members to assist them with their parking needs by:

1. Smiling and sincerely greeting each guest; 2. Speaking to each guest in a friendly polite manner; 3. Being knowledgeable about HR&CC matters; 4. Anticipating the needs of guests;

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5. Taking seriously the guest’s concerns; 6. Being neat and clean in both personal appearance and in the care of all work

areas; 7. Being knowledgeable about local attractions, restaurants and shops, and be

able to give accurate directions.

All employees of Operator shall have a valid, Virginia motor vehicle operator’s license. Operator must verify that its employees’ drivers’ licenses are valid with the Virginia Department of Motor Vehicles on an annual basis and provide proof of such verification.

Manager may require the Operator to remove from work at the Facilities employees of Operator deemed incompetent, careless or otherwise objectionable by the Manager or whose continued employment is contrary to HR&CC’s best interest.

During all hours of operation of the Facilities, and twenty-four (24) hours a day,

seven (7) days a week, Operator shall have a manager or supervisor readily available to Owners and to the Operator’s employees. Operator’s supervision of its personnel shall include procedures conducted by the Operator to prevent and detect fraud and/or misuse of funds. Manager in its sole discretion may request and have Operator provide a criminal history background check of any employee of the Operator working at the Facilities. Such direct expenses for the background check will be considered a Reimbursable Operating Expense. Operator’s employees shall be subject to Manager’s policies and prohibitions on drug and alcohol (including testing) and nondiscrimination.

H. The initial and subsequent hours of operation of the Facilities and the hours during

which an attendant shall be present at the Facilities are set forth in Exhibit A and incorporated into and made a part of this Contract, unless modified by mutual consent of Owners and Operator in writing. Modification could include replacement of an attendant with collection equipment or vice versa and an adjustment of the Management Fee. Furthermore, charges for the use of the Parking Facilities shall be set only by Manager from time to time as Owners deem appropriate.

I. Operator shall also provide to Manager and Owners (A) a Fidelity security, insurance

policy, or bond in the amount of at least Two Hundred Fifty Thousand Dollars ($250,000.00), in a form of acceptable to Owners, in order to protect the Owners and Manager against employee dishonesty, fraud and embezzlement and (B) a Performance Bond in the amount of at least Five Hundred Thousand Dollars ($500,000.00) in a form acceptable to Owners and substantially similar to the Performance Bond sample included in the Request for Proposals.

J. Operator shall not display or post any lettering, signs or posting of any kind in or 7

about the Facilities without the prior written approval of Manager, except in case of emergencies. Any signs placed at the Facilities, including the wording, shall be submitted to Manager within fourteen (14) days from the date of this Contract and/or before the sign(s) are used, except in case of emergencies.

K. Operator shall establish customer service procedures that are acceptable to Manager

to ensure excellent customer relations. These procedures shall be in writing and include:

1. All phone lines and/or extensions that are used to communicate with the public

concerning Parking Facilities shall be answered with a greeting that includes “HR&CC.” Reference to Operator’s company name or similar terms should not be used unless authorized by the Manager. Such phone lines and extensions shall be staffed for every hour a parking attendant is required at a Parking Facility. No recorded messages are acceptable during such hours, except that a message approved by Manager may be used if an attendant is temporarily unavailable.

2. Operator’s employees shall receive customer service training from Operator to

deal with customers both in person, via phone, fax or e-mail. Instructions shall also include the proper handling of emergency situations. Manager shall be provided with a written copy of all such training materials as well as a copy of all policies and procedures being used to operate and manage each Parking Facility. Such items will be submitted in writing to Manager within fourteen (14) days from the date of this Contract and will be subject to approval by Owners. Revisions of such items may be submitted to Manager as needed and will be subject to approval by Manager.

3. All written, faxed or e-mail communications issued by Operator to persons or

entities in connection with the Facilities shall be printed on letterhead that shall refer to “HR&CC” and include the appropriate address, phone number, fax number and or e-mail addresses as requested.

L. Operator shall also provide the Services and/or items set forth in the Request for

Proposals, which is incorporated herein and made part of this Contract. In the event of any conflict between this Contract and the Request for Proposals, the terms and conditions of this Contract shall control.

M. Short Term/Temporary Roanoke Business Owners shall receive _____% of the gross revenues from all short term or temporary

external work. Any permanent or long term outside contracts that are secured (such as garages, etc.) will not be included in the ____% revenue split. In these cases, a revenue split percentage will be negotiated with the HR&CC based on the profit potential of the contract. Operator will provide the HR&CC with a copy of Operator’s profit and loss statement along with the payment of this revenue share.

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N. In the absence of Owners’ express approval in advance, Operator may not provide

any off site services or use the shuttle or HR&CC vehicles for any purpose other than to serve HR&CC guests. Operator may not drive the shuttle or HR&CC vehicles further than ten (10) miles from the Facility without Owners’ express approval.

O. Operator shall promptly investigate and resolve all claims of loss asserted by guests

that arise out of the Services Operator provides under this Agreement, including motor vehicle damage claims, theft, loss luggage and other claimed injuries, damages and losses. In performing its claims resolution responsibilities, Operator shall be guided by the best interests of the HR&CC.

P. Operator shall apply and follow sound hiring practices, including at a minimum the

following investigative procedures in the case of each prospective employees, all at Operator’s sole expense:

• Confirm applicant’s work history over the last ten (10) years.

• Determine whether the applicant has a serious criminal record in accordance with Equal Employment Opportunity Commission regulations and guidelines.

• Screen the applicant for illegal drug use.

ARTICLE IV MANAGEMENT FEE

In exchange for fully, faithfully and consistently performing the Services and otherwise discharging its obligations under this Contract, Operator shall be entitled to the following Management Fee set forth below: (A) Gross revenues up to $750,000 shall be split as follows: ___% of gross revenue to Operator; and ___% of gross revenue to Owners. (B) Gross revenues in excess of $750,000 shall be split as follows: ___% of gross revenue to Operator; and ___% of gross revenue to Owners.

ARTICLE V

ACCOUNTING RECORDS AND RIGHT TO INSPECT A. Operator, for and on behalf of Owners, shall maintain complete and accurate records,

including electronic data, reflecting all Gross Revenues and Reimbursable Operating 9

Expenses with respect to the Facilities. Such reports and other records shall be kept in accordance with generally accepted accounting principles uniformly applied. Owners, Manager and their duly authorized employees and agents shall have the right to inspect, copy, and/or audit such reports and records at all reasonable times during normal working hours.

B. Operator shall keep and maintain detailed, legible, and accurate records for the

following:

1. Collection of fees from patrons; and 2. A system approved by Manager to allow Manager to accurately track the use

of parking permits and daily tickets.

C. Upon written request of Owners or Manager and at no additional cost to Owners or Manager, Operator agrees to provide any and all records and documents, including electronic data, to Owners and Manager in a format acceptable to them. Operator agrees that such records and documents so provided to Owners and Manager will become the property of Owners and can be used by Owners without restriction on their use at no additional cost to Owners during the term of this Contract and after expiration or termination.

ARTICLE VI

TERM, OPTION TO EXTEND AND TERMINATION. A. The Contract shall commence January 1, 2018, and terminate December 31, 2023,

unless extended as set forth below or terminated pursuant to the terms of this Contract or by law. With the express, written consent of both Owners and Operator, this Contract may be extended for two (2) additional, one (1) year terms running from December 31, 2023, to December 31, 2024, and December 31, 2024 to December 31, 2025.

B. This Contract may be terminated without cause by Owners at any time upon sixty

(60) days written notice to the Operator. Furthermore, in the event one party should default in the performance of an obligation contained in this Contract, the non-defaulting party may terminate this Contract by giving ten (10) days written notice of such default to the defaulting party and if such defaulting party does not remedy such default within ten (10) days after receipt of such notice of default, or if such default cannot be reasonably remedied within such ten (10) day period, and the defaulting party does not commence to remedy said default and diligently proceed with the completion of such remedy within a reasonable period of time, this Contract shall thereupon be terminated.

ARTICLE VII SECURITY

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HR&CC shall provide, or cause third parties to provide, such security that, in the sole discretion of HR&CC, is sufficient and adequate for the vehicles, the contents of the vehicles, the Parking Facilities, the HR&CC, the areas immediately surrounding, adjacent and appurtenant to the Parking Facilities and the HR&CC, and for all persons in, on or about any of the foregoing.

ARTICLE VIII TRADEMARKS AND TRADENAMES

Operator shall not use the name, trademark or tradestyle belonging to HR&CC, Manager or their affiliates for any purpose whatsoever, except as provided by written agreement between the parties. However, references to the HR&CC in supplying qualifications to third parties are permitted.

ARTICLE IX

FINANCE MATTERS The rates charged to visitors, guests and patrons of the HR&CC shall not be less than the rates set forth in Exhibit B.

ARTICLE X

INSURANCE Operator shall provide and maintain workers’ compensation insurance with the limits required by statute. Operator also shall carry employer’s liability insurance with limits of not less than Five Hundred Thousand Dollars ($500,000.00) per employee and deductibles/retention of not more than Fifty Thousand Dollars ($50,000.00) per claim. A. Operator shall carry and maintain garage liability insurance of One Million Dollars

($1,000,000.00) per occurrence, and garage keeper’s property damage coverage of One Million Dollars ($1,000,000.00) per occurrence, garage keeper’s liability coverage of Two Hundred Fifty Thousand Dollars ($250,000.00) per occurrence, and umbrella liability insurance coverage of Five Million Dollars ($5,000.000.00) per occurrence and Six Million Dollars ($6,000,000.00) general aggregate. The garage liability policy shall name as additional insureds the Commission, the L.L.C., Manager and all their respective agents and employees.

B. All premiums and deductibles/retentions to be paid under the aforesaid insurance

policies shall be Operator’s Expenses. C. A certificate or certificates evidencing the insurance of each such policy shall be

delivered to Owners and to the additional insureds named above prior to commencement of the term. Each such certificate shall provide that no such policy of

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insurance may be cancelled or otherwise terminated, except upon thirty (30) days prior written notice to Owners and to the additional insureds named above.

D. Operator agrees to include/indicate a waiver of subrogation on the GL, GKLL and Work Comp in the certificate holder’s favor for Manager. The certificate to include/indicate an alternate employer endorsement on the Work Comp in favor of the cert holder (Manager).

ARTICLE XI INDEMNITY

To the fullest extent permitted by law and without limiting the indemnity provisions of Article III.E., Operator agrees to indemnify and hold harmless Manager, the Commission and the L.L.C., and their respective affiliates, officers, agents, and employees against any and all liability, losses, damages, claims, causes of action, judgments, suits of any nature, costs, and expenses, including reasonable attorney’s fees, resulting from or arising out of Operator’s or its employees, agents, or subcontractor’s actions, activities, or omissions, negligent or otherwise, on or near the Facilities, the Parking Lots, the HR&CC’s property or easements, or arising in any way out of or resulting from any of the work and/or services to be provided under this Contract, including, without limitation, any fines or penalties, violations of federal, state, or local laws or regulations; personal injury, wrongful death, employment-related claims or suits; or property damage claims or suits.

ARTICLE XII NONDISCRIMINATION

A. During performance of this Contract, Operator agrees as follows:

1. Operator will not discriminate against any employee or applicant for employment because of race, religion, color, sex, national origin, age, disability, or any other basis prohibited by state law relating to discrimination in employment, except where there is a bona fide occupational qualification reasonably necessary to the normal operation of Operator. Operator agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause.

2. Operator in all solicitations or advertisements for employees placed by or on

behalf of Operator will state that Operator is an equal opportunity employer.

3. Notices, advertisements and solicitations placed in accordance with federal law, rule or regulation shall be deemed sufficient for the purpose of meeting the requirements of this section.

B. Operator will include the nondiscrimination provision in every subcontract or

purchase order of over Ten Thousand Dollars ($10,000.00) so that the provisions will 12

be binding upon each subcontractor or vendor.

ARTICLE XIII DRUG-FREE WORKPLACE

A. During the performance of this Contract, Operator agrees to:

1. Provide a drug-free workplace for Operator’s employees;

2. Post in conspicuous places, available to employees and applicants for employment, a statement notifying employees that the unlawful manufacture, sale, distribution, dispensation, possession, or use of a controlled substance or marijuana is prohibited in the workplace and specifying that actions that will be taken against employees for violation of such prohibition;

3. State in all solicitations or advertisements for employees placed by or on

behalf of Operator that Operator maintains a drug-free workplace; and

4. Include the provisions of the foregoing clauses in every subcontract or purchase order of over Ten Thousand Dollars ($10,000.00), so that the provisions will be binding upon each subcontractor or vendor.

B. For the purposes of this section, drug-free workplace” means a site for the

performance of work done in connection with a specific contract awarded to a Contractor, the employees of whom are prohibited from engaging in the unlawful manufacture, sale, distribution, dispensation, possession or use of any controlled substance or marijuana during the performance of the Contract.

ARTICLE XIV

FAITH-BASE ORGANIZATIONS Pursuant to Virginia Code Section 2.2-4343.1, be advised that the HR&CC does not discriminate against faith-based organizations.

ARTICLE XV ASSIGNMENT

Operator may not assign, subcontract or transfer this Contract in whole or in part, without the prior written consent of Owners, which consent shall not be unreasonably withheld. If consent to assign is given, no such assignment shall in any way release or relieve the Operator from any of the covenants or undertakings contained in the Contract and the Operator shall remain liable on this Contract during the entire term thereof.

ARTICLE XVI COOPERATION

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Each party agrees to cooperate with the other in executing any documents necessary to carry out the intent and purpose of this Contract. Operator also agrees to cooperate with and coordinate Operator’s activities with Owners and Manager. Furthermore, upon termination or expiration of this Contract, Operator will cooperate and coordinate with Manager and Owners in the transfer of the Parking Facilities to Operator’s successor as Parking Facilities operator at the HR&CC.

ARTICLE XVII AUTHORITY TO SIGN

The persons who have executed this Contract represent and warrant that they are duly authorized to execute this Contract in their representative capacities as indicated.

ARTICLE XVIII COUNTERPART COPIES

The Contract may be executed in any number of counterpart copies, each of which shall be deemed an original, but all of which together shall constitute a single document.

ARTICLE XIX SUCCESSORS

The terms, conditions, provisions and undertakings of this Contract shall be binding upon and inure to the benefit of each of the parties hereto and their respective successors and assigns.

ARTICLE XX SEVERABILITY

If any provision of this Contract, or the application of any provision hereof to a particular entity or circumstance, shall be held to be invalid or unenforceable by a court or competent jurisdiction, the remaining provisions of the Contract shall not be affected and all other terms and conditions of the Contract shall be valid and enforceable to the fullest extent of the law.

ARTICLE XXI CAPTIONS, HEADINGS AND USE OF MALE GENDER

The section captions and headings are for convenience and reference purposes only and shall not affect in any way the meaning or interpretation of this Contract. Similarly, use of the male gender is for convenience only and should be deemed interchangeable with the female gender.

ARTICLE XXII NOTICE

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Any written notice or communication required to be given to or by, or served upon, the respective parties hereto shall be deemed to be sufficiently given if served by mailing the same, properly addressed and stamped to such party or parties by United States registered or certified mail and sent to the following address (or to any other address that the party to be notified may have designated to the sender by like notice): TO OWNERS: Executive Director

Hotel Roanoke Conference Center Commission Conference Center of Roanoke 106 Shenandoah Avenue, N.W. Roanoke, Virginia 24016 Kevin G. Sullivan, Esq. Office of Legal Counsel Virginia Tech Foundation, Inc. (MC 0490) 902 Prices Fork Road, Suite 4200 Blacksburg, Virginia 24061

TO OPERATOR: ______________________________ ______________________________ ______________________________ ______________________________

ARTICLE XXIII NONWAIVER

Either party’s waiver or failure to enforce or require performance of any term or condition of this Contract or either party’s waiver of any particular breach of this Contract by the other party extends to that instance only. Such waiver or failure is not and shall not be a waiver of any of the terms and conditions of this Contract or a waiver of any other breaches of the Contract by either party and does not bar the non-defaulting party from requiring the defaulting party to comply with all the terms and conditions of this Contract and does not bar the non-defaulting party from asserting any and all rights and/or remedies it has or might have against the defaulting party under this Contract or by law.

ARTICLE XXIV FORUM SELECTION AND CHOICE OF LAW

By virtue of entering into this Contract Operator submits itself to a court of competent jurisdiction in the City of Roanoke, Virginia, and further agrees that this Contract is controlled by the laws of the Commonwealth of Virginia and that all claims, disputes, and other matters shall only be decided by such a court according to the laws of the Commonwealth of Virginia.

ARTICLE XXV 15

OPERATOR RESPONSIBILITY The Operator shall be fully responsible to Manager and Owners for all acts and omissions of its employees and any of its subcontractors, their agents, and subconsultants performing or furnishing any of the work and/or services just as the Operator is responsible for its own acts and omissions.

XXVI PAYMENTS TO OTHERS BY OPERATOR

Operator shall comply with the requirements of Section 2.2-4354 of the Virginia Code regarding Operator’s payment to other entities and the Operator will take one of the two actions permitted therein within seven (7) days after receipt of amounts paid to Operator by Owners or Manager. Operator further agrees that the Operator shall indemnify and hold Owners and Manager harmless for any claims resulting from the failure of the Operator to make prompt payments to all persons supplying the Operator equipment, labor, tools, or material in connection with the work provided for in the Contract. In the event of such claims, Owners or Manager may, in their sole discretion, after providing written notice to Operator, withhold from any payment request or final payment the unpaid sum of money deemed sufficient to pay all appropriate claims and associated costs in connection with the Contract and make such payment, if Owners or Manager determines it to be appropriate to do so.

ARTICLE XXVII COMPLIANCE WITH LAWS AND REGULATIONS

Operator agrees to and will comply with all applicable federal, state, and local laws, ordinances, and regulations, including all applicable licensing requirements. Operator shall comply with the provisions of Virginia Code Section 2.2-4311.2, as amended, which provides that an Operator organized as a stock or nonstock corporation, limited liability company, business trust, or limited partnership or registered as a registered limited liability partnership shall be authorized to transact business in the Commonwealth as a domestic or foreign business entity if so required by Title 13.1 or Title 50 of the Code of Virginia or as otherwise required by law.

ARTICLE XXVIII DEFAULT

In addition to any right to terminate this Contract, Manager and Owners may enforce any remedy available at law or in equity in connection with any default by Operator. Operator shall be liable for any damages to Manager and Owners resulting from Operator’s default. Owners reserve the right to immediately obtain work or Services from other entities in the event of Operator’s default.

ARTICLE XXIX ATTORNEY’S FEES AND COSTS

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Operator shall pay all costs, litigation-related expenses, reasonable attorney’s fees and consultant’s fees incurred by the Commission, the L.L.C., and/or Manager or their affiliates, officers, agents or employees in the event any or all of them prevail in whole or in part as plaintiffs, defendants or otherwise against Operator in any judicial or administrative action or suit arising under this Contract or concerning any services or products supplied by Operator. This provision for attorney’s fees, expenses and costs shall be in addition to the remedies and indemnification rights available to the Commission, the L.L.C., and Manager under other sections of this Contract.

ARTICLE XXX CONTRACTUAL DISPUTES

Contractual claims, whether for money or for other relief, shall be submitted, in writing, no later than sixty (60) days after the earlier of the final payment or termination of the Contract or notice from Owners to Operator that Owners dispute the amount of Operator’s request for final payment. However, written notice of the Operator’s intention to file such claim must be given at the time of the occurrence or beginning of the work upon which the claim is based. Such notice is a condition precedent to the assertion of any such claim by the Operator. A written decision upon any such claims will be made by the Executive Director of the Commission or the Executive Director’s designee (“the Executive Director”) within thirty (30) days after submittal of the claim and any practically available additional supporting evidence required by the Executive Director of the Commission. Operator may not institute legal action prior to receipt of the Executive Director’s decision on the claim unless the Executive Director fails to render such decision within one hundred twenty (120) days from submittal of Operator’s claim. The decision of the Executive Director shall be final and conclusive unless the Operator within six (6) months of the date of the final decision on a claim or from expiration of the one hundred twenty (120) day time limit, whichever occurs first, initiates legal action. Failure of the Executive Director to render a decision within said one hundred twenty (120) days shall not result in the Operator being awarded the relief claimed nor shall it result in any other relief or penalty. The sole result of the Executive Director’s failure to render a decision within said one hundred twenty (120) days shall be the establishment of Operator’s right to immediately institute legal action. No administrative appeals procedure pursuant to Section 2.2-4365 of the Code of Virginia or otherwise has been established for contractual claims under this Contract.

ARTICLE XXXI ENTIRE CONTRACT

This Contract constitutes the entire agreement between the Operator and Owners may be amended only by written instrument signed by both the Operator and Owners.

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IN WITNESS WHEREOF, the parties hereto have signed this Contract by their authorized representatives. [OPERATOR] By:__________________________________ Its:________________________________ HOTEL ROANOKE CONFERENCE CENTER COMMISSION By:___________________________________ Its:_________________________________ HOTEL ROANOKE, L.L.C. By:__________________________________ Its:________________________________

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PERFORMANCE BOND

Bond Number __________

KNOW ALL MEN BY THESE PRESENTS: That ______________________________________ (hereafter called Principal), and ___________________________________________, a corporation organized and existing under the laws of __________________, with its home office in ______________________, as Surety (hereinafter called Surety), are held and firmly bound unto the Hotel Roanoke Conference Center Commission and the Hotel Roanoke, L.L.C., as Obligees (hereinafter called Obligees) in the full amount of Five Hundred Thousand Dollars ($500,000.00) for the payment of which sum well and truly to be made, we, the said Principal and Surety hereby bind ourselves, our heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these presents to the terms of this Bond. WHEREAS, Principal has entered into a Contract for Management and Operation of Parking Facilities with the Obligees dated October 31, 2017, (Contract) for the management and operation of parking lots and related facilities and equipment at the Hotel Roanoke & Conference Center in Roanoke, Virginia, which is more fully described in the Contract and which Contract is for a period of five (5) years starting on January 1, 2018, all as more specifically set forth in the Contract. The Contract and its provisions are incorporated herein by reference. NOW, THEREFORE, THE CONDITION OF THIS OBLIGATION IS SUCH that if the Principal shall well and truly perform and fully carry out the covenants, terms, and conditions of said Contract in strict conformity with the said Contract, this obligation shall be void; otherwise, this Performance Bond shall remain in full force and effect and the Surety shall be responsible for performing or having performed at Surety’s cost such Contract. This Performance Bond is subject to the following conditions: 1. Any alteration which may be made to the terms of the Contract including, without limitation, any waiver by the Obligee of any particular breach or term of the Contract or any extension of time or performance of any term or condition of the Contract or any other forbearance of any nature whatsoever on the part of either the Obligee or the Principal to the other shall not in any way release the Principal and the Surety, or either of them, their heirs, executors, administrators, successors, or assigns from their liability hereunder, and notice of such alteration, extension, or forbearance is hereby expressly waived by the Surety. 2. It is not intended by any of the provisions of any part of this Bond to confer a benefit upon any other person or entity not a party to this Bond (other than the Manager identified below and in other Contract Documents) or to authorize any person not a party to this Bond to maintain a suit pursuant to the terms or provisions of this Bond. The Hotel Roanoke Conference Commission Center, and the Hotel Roanoke, L.L.C., along with the 1

firm they select to manage the Hotel Roanoke and Conference Center of Roanoke (identified as “Manager” in the Contract Documents) are the only parties who may enforce this Bond. 3. The Surety hereby submits itself to a court of competent jurisdiction in the City of Roanoke, Virginia, and further agrees that this Performance Bond is controlled by the laws of the Commonwealth of Virginia, without regard to Virginia’s conflict of law provisions, and that all claims, disputes and other matters shall be decided only by such court according to the laws of the Commonwealth of Virginia and not elsewhere. 4. The Surety agrees that it will not materially change, alter, or cancel this Performance Bond without providing the Obligee ninety (90) days written notice of such change, alteration and/or cancellation. SIGNED and SEALED this 31st day of October, 2017. WITNESS: ______________________________________ Complete Printed Legal Name of Principal By:_____________________________ By:___________________________________ Signature ________________________________ ______________________________________ Printed name of witness Printed name of person and title (Seal of Principal) WITNESS: _______________________________ _____________________________________ Signature Complete Printed Legal Name of Surety _______________________________ By:__________________________________ Printed name of witness Attorney-in-Fact _____________________________________ Printed name of person (Seal of Surety) Note: Attorney’s-in-fact must seal and attach original or certified copy of current Power of Attorney.

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