PROCUREMENT DIVISION

March 16, 2012 Ref: P-08-12 Facilities Management Services Dear Consultant: The City of Jacksonville, Florida, will require the services of a consultant/firm to provide the referenced services. Enclosed is a copy of the Request for Proposal. In order to establish a list of qualified, interested and available people, this letter is being directed to you. If interested in providing the specific services, please provide the City with the following: A) ONE (1) MANUALLY SIGNED ORIGINAL, SIX (6) HARD COPIES, AND SEVEN (7) EXACT COPIES on CD Rom (in pdf format excluding your financials) of your proposal, unless additional copies are otherwise requested in the Request for Proposals, specifically stating your interest and any other specific information or statements called for in the enclosed Request for Proposals. Complete information about your firm and staff qualifications. A list of projects which indicate specific background and experience in the program area being considered. A quotation of proposed rates, fees or charges and other detailed cost proposal or cost breakdown information, if applicable.

B) C) D)

Please note: 1) Section 126.110 of the Purchasing Code requires that a public official who has a financial interest in a bid or contract make a disclosure at the time that the bid or contract is submitted or at the time that the public official acquires a financial interest in the bid or contract, including but not limited to the public official's name, public office or position held, bid or proposal number, and the position or relationship of the public official with the bidder or proposer.
2) A person or affiliate who has been placed on the State of Florida convicted vendor list following a conviction for a public entity crime may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity for a period of 36 months from the date of being placed on the convicted vendor list.

214 N. Hogan Street, Suite 800

INTRA-GOVERNMENTAL SERVICES DEPARTMENT Jacksonville, FL 32202 Phone: 904.255.8800 Fax: 904.255.8837

www.coj.net

3) Collusion: The Proposer, by affixing his signature to this proposal agrees to the following: Proposer certifies that this proposal is made without any previous understanding, agreement or connection with any person, firm, or corporation making a bid for the same service; and is in all respects fair, without outside control, collusion, fraud or otherwise illegal action. A NON-MANDATORY Pre-Proposal Meeting is scheduled to be held on Tuesday, March 27, 2012, at 9:00 a.m. in The City of Jacksonville, Ed Ball Building, 214 N. Hogan Street, 8 th Floor, Conference Room 851, Jacksonville, FL 32202. Attendance is not mandatory but strongly encouraged. The purpose of this meeting is to allow interested parties to provide suggestions and feedback to the City regarding the RFP, and allow the City to provide additional information about the RFP and the Facilities. If any addenda are issued to this RFP, a good faith attempt will be made to deliver a copy to each of those Proposers who, according to the records of the Division of Procurement, has requested a copy of this RFP, and it will be posted on the Procurement website. However, prior to submitting a proposal, it shall be the responsibility of the Proposer to contact the Citys Division of Procurement at abaker@coj.net to determine if addenda were issued and, if so, to obtain such addenda for attachment to their proposal. Your proposal must clearly bear the RFP number (P-08-12) and must be received no later than 2:00 P.M. EDT Wednesday, April 18, 2012, and directed to: City of Jacksonville Procurement Division Attn: Professional Services Specialist 214 N. Hogan Street, Suite 105 Jacksonville, FL 32202 Your package/proposal must be date and time stamped upon receipt. If it "appears" in our offices after the deadline and there is no date/time stamp, it will be rejected. Yours very truly,

Gregory Pease
Chief, Procurement Division Chairman, Professional Services Evaluation Committee
GP: ab cc: Subcommittee Members Council Auditor

INTRA-GOVERNMENTAL SERVICES DEPARTMENT

214 N. Hogan Street, Suite 800 Jacksonville, FL 32202 Phone: 904.255.8800 Fax: 904.255.8837 www.coj.net

Request for Proposals

FACILITIES MANAGEMENT SERVICES EverBank Field Jacksonville Veterans Memorial Arena Baseball Grounds of Jacksonville Times-Union Center for Performing Arts, Equestrian Center And Prime Osborn Convention Center Ritz Theatre and Museum March, 2012

CITY OF JACKSONVILLE Procurement Division Ed Ball Building 214 North Hogan Street, Suite 800 (8th Floor) Jacksonville, Florida 32202 Phone: (904) 255-8800 Fax: (904) 255-8837

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Facility Management Services RFP No. P-08-12 City of Jacksonville, Florida

SECTION 1 (General Information) 1.1 Introduction The City of Jacksonville (City) intends to hire one facilities management provider (Manager) to provide promotional, operational, managerial, and maintenance support services for the following public assembly facilities (and ancillary parking used in connection with each facility) owned by the City (collectively, the Facilities): EverBank Field, Jacksonville Veterans Memorial Arena, The Baseball Grounds of Jacksonville, The Times Union Center for Performing Arts, The Equestrian Center, The Prime Osborn Convention Center; and Ritz Theatre and Museum. Companies interested in submitting a response to this RFP (a Response) should carefully review this RFP for instructions on how to respond and to understand the applicable contractual terms. Companies are required to submit one proposal for managing all of the listed Facilities. This RFP is divided into the following sections: Section 1 Section 2 Section 3 Section 4 Attachment A Attachment B Attachment C Attachment D General Information RFP Instructions Terms and Conditions of Contract/General Conditions Description of Services Response Format Conflict of Interest Certificate Evaluation Matrix Contract

In the event of conflicting provisions, the following sections of this RFP will have priority in the order listed: Any Addenda issued pursuant to section 2.2 herein, the Contract in Attachment D, Section 4, Section 3, Section 2, Section 1, and then the remaining Attachments in the following order: A, B, and C. 1.2 Minimum Requirements/Qualifications for Managers. In order to have its Response evaluated, a Manager (or its parent company or affiliates) must demonstrate that it: a) Is a nationally recognized facility management company managing publicly or privately-2RFP No. P-08-12

owned public assembly facilities; AND b) Has successfully managed at least: One (1) professional football stadium facility in the past three (3) years; and, One (1) professional basketball / all-purpose arena with seating capacity of at least 10,000 persons in the past five (5) years OR one (1) professional baseball stadium facility within the past five (5) years; and One (1) performing arts OR one (1) convention center (of comparable size to the Times-Union, Ritz Theatre, and Prime Osborne facilities, respectively), within the past five (5) years. By submitting a Response, Manager warrants and represents that it satisfies these requirements and shall include references responding to each requirement in its proposal as set forth in Attachment A. Failure to meet these requirements will result in the Response not being evaluated and being rejected as non-responsive. 1.3 Term of Contract; Transition Period. The initial term of the contract resulting from this RFP is expected to commence on July 1, 2012 and expire February 28, 2018 (except that the commencement date for the Equestrian Center may be deferred to a period up to November 1, 2012). The City anticipates having a transition period preceding the contract commencement date until the date the Manager takes over the operations and management of the Facilities as of the commencement date. During this period, the Manager will be expected to work with the City and any third parties who currently manage a Facility to ensure a smooth and orderly transition of services as of July 1, 2012. The City shall have the option of extending said contract on the same terms and conditions for two (2) potential renewal periods. The first potential renewal period is an additional three (3) years, and the second and last renewal period is an additional two (2) years, with each potential renewal term being based on upon satisfactory performance by the Manager. In each event, such renewal shall be effectuated by the Citys providing a minimum of ninety (90) days prior written notice to the Manager of such renewal. Commencing with each renewal term, if any, the City will have the unilateral right to terminate the contract for convenience upon a minimum of ninety (90) days prior written notice to Manager. Documents Available for Inspection To assist in the preparation of a Response, the following material is available for review by Managers at [http://www.coj.net/departments/central-operations/procurement/professionalservices/rfp-facilities-management-services---p-08-12.aspx]: The two (2) current contracts the City has with third parties for management of the Facilities. Agreement with Jacksonville Jaguars, Ltd. Agreement with Jacksonville Suns. Agreement with Jacksonville Symphony. Agreement with Gator Bowl Association. Agreement with the University of Florida and University of Georgia Athletic Associations. Agreement with the Duval County Fair. Inventories of furniture, fixtures, and equipment for each Facility as of October 1, 2011.
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1.4

Schedule of past events (and attendance) of each Facility from January 1, 2009 through January 2, 2012. Other information pertaining to this RFP will be made available on request pursuant to the process set forth in section 2.2 below. Copies of documents will be furnished to the extent permitted by law. See also Section 4 for additional information concerning the Facilities. 1.5 Pre-Proposal Meeting and Facility Tours. A Pre-Proposal Meeting will be held on March 27, 2012 at 9:00 a.m., in the Ed Ball Building, in Conference Room 851, at 214 N. Hogan Street, Jacksonville, Florida 32202. Attendance is not mandatory, but strongly encouraged. The purpose of the meeting is to (i) allow interested parties to provide suggestions and feedback to the City regarding the RFP, and (ii) allow the City to provide additional information about the RFP and the Facilities. Any statements made by the City at the Pre-Proposal Meeting will not be binding on the City unless confirmed in writing pursuant to the Q&A process set forth in Section 2.2. If requested at this Pre-Proposal Meeting, the City will issue an Addendum to this RFP for the purpose of conducting tours of each Facility on dates and times to be determined during the addendum process in Section 2.2 below, but no later than fifteen (15) business days prior to the Response Due Date below. Response Due Date. The deadline for submitting Responses to this RFP is April 18, 2012 at 2:00 p.m. ET. Please see Sections 2.3 and 2.4 for more details. Response Delivery Location. Responses must be delivered to the following location: City of Jacksonville Procurement Division Attn: Professional Services Specialist 214 N. Hogan Street, Room 105 Jacksonville, Florida 32202 1.10 Response Opening. All Responses received shall be publicly announced and recorded at 2:00 PM on the Response Due Date at the Response Delivery Location (see Sections 1.6 and 1.7 above). Contact Person. Citys Contact Person for this RFP is: Ms. Alex Baker Professional Services Specialist City of Jacksonville Procurement Division 214 N. Hogan Street, Suite 800 Jacksonville, FL 32202 Email: abaker@coj.net Please refer to Section 2.9 for further information on who may and may not be contacted regarding this RFP. 1.12 Questions and Requests for Amendments. Any questions, requests for information or requests for amendments to this RFP must be submitted in accordance with Section 2.2 of this RFP.

1.6

1.7

1.11

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Section 2 RFP Instructions

2.1

Application of Chapter 126 and Other Laws. The selection of and contracting with a Manager under the RFP will be in accordance with Part 3 of Chapter 126, of the Jacksonville Ordinance Code. Other provisions of federal, state, county and local laws, and administrative procedures, policies or rules may apply to the RFP and any claims or disputes arising hereunder. Lack of knowledge of the law or administrative procedures, policies, or rules by any Manager shall not constitute a cognizable defense against their effect. Questions and Requests for Amendment to RFP. If a Manager (i) has questions about the RFP, (ii) finds discrepancies, omissions or ambiguities in the RFP, or (iii) believes any term or condition of the RFP is unreasonable, Manager should request in writing an amendment to the RFP. The request should reference the RFP section at issue and include any specific language that Manager recommends using. All requests for amendment must be submitted to the Contact Person in Section 1.11 in writing (via US mail, courier, e-mail, or hand delivery) and, unless otherwise specified in the RFP, be received by the Contact Person at least ten (10) business days before the Response Due Date. Questions and requests for amendments directed to the Contact Person or to any other City personnel shall not constitute a formal protest of the RFP. Failure to request an interpretation or change will be considered evidence that Manager understands and agrees to the provisions of the RFP. The posting of a written amendment is the only official method by which interpretations, clarifications, changes or additional information will be given by City prior to the opening of Responses. Any other interpretation, clarification, change, written exception(s) in the Managers submitted proposal, or information will have no legal effect. City reserves the right to amend, cancel or reissue the RFP at its discretion. This includes the right to change the Response Due Date and the Contract award date. Notice of all amendments and cancellations will be posted on Citys website (please contact the Contact Person if you are uncertain of the website address or if you experience problems accessing it). Managers are responsible for monitoring this website for new or changing information.

2.2

2.3

Format/Content of Responses. A. Managers should follow the Response Format specified in Attachment A to the RFP.

B. Responses should be prepared simply and economically, providing a straightforward, concise description of Managers ability to provide services sought by the RFP. Unnecessary brochures, artwork, expensive paper, and presentation aids are discouraged. Bindings and covers will be at Managers discretion. C. When responding to specific questions, please reprint each question in its entirety before the response. D. Responses shall be in ink or typewritten. All corrections must be initialed.

E. Response shall be limited to a page size of 8" x 11". Font size less than 11-points is discouraged. The Response shall be indexed and all pages sequentially numbered.
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F. Except as may be specifically requested in the Response Format, Manager may not revise or impose any additional terms or conditions to any aspect of the RFP (e.g., exceptions). City objects to and shall not be required to consider any additional terms or conditions submitted by Manager, including any appearing in the Response. In submitting a Response, Manager agrees that any additional terms or conditions shall have no force or effect. Any failure to comply with the terms and conditions of the RFP, including those specifying information that must be submitted with a Response, may result in rejection of the Response. If Manager desires a change or clarification to the terms or conditions of the RFP, Manager must follow the process set forth in Section 2.2 (Questions and Requests for Amendments). G. Price offerings shall be inclusive of ALL costs and will be the only compensation given to Manager for the required services. H. All prices submitted under the RFP shall be indelible. The use of correction fluid or erasures to correct line item proposal prices are not acceptable. Corrections must be by lineout of the incorrect figures, writing in of correct figures, and initialing of the corrections by the originator. Correction fluid or erasure corrected proposals will be considered non-responsive for the corrected item(s) only, and may render the entire Response as nonresponsive. I. 2.4 Failure to sign any form requiring a signature may be grounds for rejecting a Response.

Submission of Responses. A. The location and deadline for submitting Responses is set forth in Section 1 of the RFP. Managers are fully responsible for meeting these requirements. Reliance upon mail or public carrier is at Managers risk. Late proposals will not be considered. B. Manager shall submit: 1) One (1) original signed version of its Response clearly marked as ORIGINAL. The Response must be signed by an officer or employee having authority to legally bind Manager. 2) Six (6) hard copies of the entire Response.

2) Six (6) scanned copies (in .pdf format) of entire Response, each on a separate CDROM. Large files may be scanned as several separate PDF files. 3) One (1) REDACTED scanned copy of the Response (if necessary pursuant to Section 2.12). This copy should be marked Confidential Trade Secret or something comparable to alert the reader of Managers claim of a public records exemption. All copies are to be placed in a sealed package. The outside must be marked with (i) the RFP title and number, and (ii) Managers name, address, contact person, and telephone number. It is the sole responsibility of each Manager to assure all copies are EXACT duplicates of the original Response. Photocopies or CD copies will be used for the purpose of evaluating the Responses. Any information contained in the original Response which has not been transferred to the CDs or photocopies will NOT be considered. The original document will be used solely for official record keeping and auditing purposes. 2.5 Evaluation of Responses. A. City will determine the qualifications, interest and availability of Managers by reviewing
-6RFP No. P-08-12

all Responses and, when deemed necessary in the sole discretion of City, by conducting formal interviews of selected Managers that are determined to be the best qualified based upon evaluation of the Responses. B. The determination of which Managers are best qualified will be based upon the criteria set forth in the RFP. Before making an award, City reserves the right to seek clarifications, revisions, and information it deems necessary for the proper evaluation of Responses. Failure to provide any requested clarifications, revisions or information may result in rejection of the Response. City reserves the right to accept or reject any and all Responses, or separable portions thereof, and to waive any minor irregularity, technicality, or omission if City determines that doing so will serve Citys best interests. City may reject any Response not submitted in the manner specified by the RFP. The selection of a Manager for EverBank Field will be subject to the joint selection with the Jacksonville Jaguars, Ltd. (JJL), pursuant to section 9(ii) of the City and JJLs agreement dated September, 1993.

C.

D.

E.

2.6

Negotiation and Award of Contract. A. The process for contract negotiation and award is set forth in Jacksonville Ordinance Code Sections 126.303 and 126.304. Generally, City will negotiate first with the highest ranked Manager. If an agreement cannot be reached with the highest ranked Manager, City reserves the right to negotiate and recommend award to the next highest ranked Manager or subsequent Manager(s) until an agreement is reached. B. City may make an award within ninety (90) days after the date of the Responses are due, during which period the Responses shall remain firm and shall not be withdrawn. Any Response that expresses a shorter duration may, in City's sole discretion, be accepted or rejected. If award is not made within ninety (90) days, the Response shall remain firm until either the Contract is awarded or City receives from Manager written notice that the Response is withdrawn. [Note: Withdrawal of a Response may also be requested within 72 hours (excluding State holidays, Saturdays and Sundays) after the date and time Responses are due. City will not accept an amended Response after the date and time Responses are due.] Based on the evaluation and negotiation results, City shall electronically post a notice of intended award at Citys website. Please contact the Contact Person if you are uncertain of Citys website address or if you experience problems accessing it. Any person who is adversely affected by the decision shall file with City a notice of protest in accordance with the Protest provisions of the RFP. City does not intend to provide tabulations or notices of award by telephone.

C.

2.7

Terms of Contract. After award to the successful Manager, City and Manager will promptly enter into a written agreement (the Contract) incorporating the terms of the RFP, the successful Response, and other terms and conditions as may be agreed to between the parties. To the extent the Response contains exceptions to or modifications of the RFP, such exceptions or modifications are stricken unless City affirmatively accepts the exceptions or modifications in the Contract. The Contract will be substantially in the form set forth in Attachment D to the RFP. City will not be obligated to pay Manager for the RFP services until the Contract is signed by both parties. City retains the right to reject all proposals and/or amend its notice of award at any
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RFP No. P-08-12

time prior to the full execution of the Contract. If the successful Manager fails to perform the Services as agreed, City reserves the right to (i) issue a new solicitation for the Services; (ii) reopen the RFP for the purpose of negotiating and awarding a second contract to another Manager in accordance with the criteria and processes set forth herein; and/or (iii) take such other actions permitted by law. 2.8 Public Meetings and Special Accommodations. Any meetings of the RFP evaluation committee (i.e., the Professional Services Evaluation Committee), shall be noticed on Citys website and shall comply with Floridas Open Meetings Laws. Please contact the Contact Person if you are uncertain of Citys website address or if you experience problems accessing it. Persons requiring a special accommodation because of a disability should contact the Contact Person identified in Section 1 at least forty-eight (48) hours prior to the meeting. Ex-Parte Communications. Communications regarding the RFP by a potential vendor, service provider, proposalder, lobbyist or consultant to city employees, staff, or hired consultants are strictly prohibited. This prohibition includes communications with the Citys Office of General Counsel. Violations may result in the rejection/disqualification of a Response. These prohibitions on ex-parte communications do not apply to the following: communications regarding the RFP to only the Chief of the Procurement Division or the Contact Person, provided the communication is limited strictly to matters of process or procedure already contained in the RFP. communications with the city employee responsible for administering the Jacksonville Small Emerging Business Program, provided the communication is limited strictly to matters of programmatic process or procedures. communications at any pre-proposal conferences or any scheduled Facility tours. presentations before publicly noticed committee meetings. contract negotiations during any duly noticed public meeting. any duly noticed site visits to determine competency of proposalders during the period between proposal opening and issuance of the Chief of Procurement Divisions written recommendation. communications that are necessary for, and solely related to, the ordinary course of business concerning Citys existing contract(s) for the materials or services addressed in the RFP.

2.9

The period for these prohibitions commences upon the advertisement of the RFP and terminates after the Chief of the Procurement Division issues a written recommendation to the corresponding awarding committee. If the awarding committee refers the Chiefs recommendation back for further review, the prohibitions shall be reinstated until such time as the Chief issues a subsequent recommendation. 2.10 Cost of Developing RFP Response. All costs related to the preparation of Responses and any related activities are the sole responsibility of Manager. City assumes no liability for any costs incurred by Managers throughout the entire selection process.

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2.11

Response Ownership. All Responses, including attachments, supplementary materials, addenda, etc., shall become property of City and shall not be returned to Manager. City will have the right to use any and all ideas or adaptation of ideas presented in any Response. Acceptance or rejection of a Response shall not affect this right. Public Records Law; Process For Protecting Trade Secrets and Other Information. Article 1, Section 24, Florida Constitution, guarantees every person access to all public records, and Section 119.011, Florida Statutes, provides a broad definition of public records. As such, all responses to the RFP are public records unless exempt by law. If Manager considers any portion of its Response to be exempt from disclosure under Florida law, Manager must provide City with a separate redacted copy of the Response and briefly describe in writing the grounds for claiming exemption from the public records law, including the specific statutory citation. Manager, at its sole cost and expense, shall be responsible for defending its determination that the redacted portions of its Response are confidential, trade secret or otherwise not subject to disclosure. Further, Manager shall protect, defend, and indemnify City for any and all claims arising from or relating to Managers determination that the redacted portions of its Response are confidential, trade secret or otherwise not subject to disclosure. If Manager fails to submit a Redacted Copy with its Response in accordance with Section 2.4 above, City is authorized to produce the entire Response in answer to a public records request. Multiple Responses from Same Manager; No Collusion. More than one Response from an individual, firm, partnership, corporation or association under the same or different names is not permitted. Reasonable grounds for believing that a Manager is involved in more than one Response for the same work will be cause for rejection of all Responses in which such Manager is believed to be involved. Any or all Responses will be rejected if there is reason to believe that collusion exists between Managers. Responses in which the prices obviously are unbalanced will be grounds for rejection. Conflict of Interest. Section 126.110 of the Jacksonville Ordinance Code requires that a public official who has a financial interest in a proposal or contract make a disclosure at the time that the proposal or contract is submitted or at the time that the public official acquires a financial interest in the proposal or contract, including but not limited to the public officials name, public office or position held, proposal or proposal number, and the position or relationship of the public official with the proposalder or Manager. The parties will follow the provisions of Section 126.110, Jacksonville Ordinance Code, with respect to required disclosures by public officials who have or acquire a financial interest in a proposal or contract with City, to the extent the parties are aware of the same. All Managers must submit the Conflict of Interest Certificate attached to the RFP as Attachment B. Convicted Vendor List. A person or affiliate placed on the State of Florida convicted vendor list pursuant to Section 287.133, Florida Statutes, following a conviction for a public entity crime may not do any of the following for a period of 36 months from the date of being placed on the convicted vendor list: submit a proposal on a contract to provide any goods or services to a public entity; submit a proposal on a contract with a public entity for the construction or repair of a public building or public work; submit proposals on leases of real property to a public entity; be awarded or perform work as a Manager, supplier, subcontractor, or consultant under a contract with any public entity; and transact business with any public entity in excess of the Category Two threshold amount
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2.12

2.13

2.14

2.15

RFP No. P-08-12

provided in Section 287.017, Florida Statutes. 2.16 Discriminatory Vendor List. An entity or affiliate placed on the State of Florida discriminatory vendor list pursuant to Section 287.134, Florida Statutes, may not: submit a proposal on a contract to provide any goods or services to a public entity; submit a proposal on a contract with a public entity for the construction or repair of a public building or public work; submit proposals on leases of real property to a public entity; be awarded or perform work as a Manager, supplier, sub-contractor, or consultant under a contract with any public entity; or transact business with any public entity. 2.17 Manager Representations. In submitting a Response, Manager understands, represents, warrants, and acknowledges the following to the City (however, if Manager cannot so certify to any of following, Manager shall submit with its Response a written explanation of why it cannot do so). Manager currently has no delinquent obligations to the City of Jacksonville or any of its independent agencies. The Response is submitted in good faith and without any prior or future consultation or agreement with any other respondent or potential respondent; To the best of the knowledge of the person signing the Response, neither the Manager, its affiliates, subsidiaries, owners, partners, principals or officers: o o o is currently under investigation by any governmental authority for conspiracy or collusion with respect to proposalding on any public contract; is currently under suspension or debarment by any governmental authority in the United States; has within the preceding three years been convicted of or had a civil judgment rendered against it, or is presently indicted for or otherwise criminally or civilly charged, in connection with (i) obtaining, attempting to obtain, or performing a federal, state, or local government transaction or public contract; (ii) violation of federal or state antitrust statutes; or (iii) commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; or has within the preceding three-year period had one or more federal, state, or local government contracts terminated for cause or default.

Manager is not listed on either the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List. Pursuant to section 287.135, Florida Statutes, the submission of a false certification may subject the company to civil penalties, attorneys fees, and/or costs. [This certification applies to contracts of $1,000,000 or more. A list of the companies can be found as a link to PFIA Quarterly Reports at www.sbafla.com/fsb/ ] Manager has read and understands the RFP terms and conditions, and the Response is submitted in conformance with those terms and conditions. All representations made by Manager to City in connection with the RFP have been made after a diligent inquiry of its employees and agents responsible for preparing, approving, or
-10RFP No. P-08-12

submitting the Response. Manager shall indemnify, defend, and hold harmless City and its employees against any cost, damage, or expense which may be incurred or be caused by any error in the Response. All information provided by, and representations made by, Manager are material and important and may be relied upon by City in awarding the Contract. 2.18 Protests. Any protest concerning the RFP shall be made in accordance with the Procurement Protest Procedures established pursuant to Section 126.106(e) of the Jacksonville Ordinance Code. A full copy of the procedures is available on Citys website and can also be obtained by contacting Citys Contact Person. Please contact the Contact Person if you are uncertain of Citys website address or if you experience problems accessing it. Questions and requests made to the Contact Person shall not constitute formal Notice of Protest. The Procurement Protest Procedures include the following provisions: a Protestant shall have 10 business days after the posting of a solicitation or 48 hours after the posted date and time of a pre-proposal or pre-proposal conference, whichever is earlier, or 48 hours after the posting of an amendment, in which to file a written Notice of Protest in order to timely challenge the requirements, terms and/or conditions contained in proposal or proposal documents, including without limitation any provisions governing or establishing: (i) the basis for making the award in question; (ii) evaluation criteria; (iii) equipment, product, or material specifications; (iv) proposed project schedules; (v) statements regarding participation goals or other equal opportunity measures; or (vi) other general solicitation or project requirements. a Protestant shall have 48 hours after either the posting or written notification of a decision or intended decision, whichever is earlier, in which to file a written Notice of Protest in order to timely challenge or seek relief from a . . . recommended conclusion to any proposal or proposal solicitation process, including without limitation: (i) a recommendation to reject a proposal or proposal; (ii) a contract award; or (iii) the short-listing of proposalders or proposers. A written Notice of Protest shall: (i) be addressed to the Chief [of Jacksonvilles Procurement Division]; (ii) identify the solicitation, decision, or recommended award in question by number and title or any other language sufficient to enable the Chief to identify the same; (iii) state the timeliness of the protest; (iv) state Protestants legal standing to protest; and (v) clearly state with particularity the issue(s), material fact(s) and legal authority upon which the protest is based. At the time of filing a timely Notice of Protest, a Protestant may request an extension of three (3) business days after the date its Notice of Protest is timely received, in which to provide supplemental protest documentation. Failure to do so or to timely submit the supplemental protest documentation shall constitute a waiver of any right to same. The timely filing of a Notice of Protest shall be accomplished when said notice is actually received by the Procurement Division within the applicable time limitation or period contained herein. Filing a notice may be accomplished by manual transfer via handdelivery or mail to the Chief of Procurement Division at 214 North Hogan Street, Suite 800, Jacksonville, Florida 32202, or by electronic transfer via facsimile to (904) 255-8837. The responsibility and burden of proof that its Notice of Protest has been timely and properly received shall rest with the Protestant, regardless as to the method of delivery employed. (Remainder of page intentionally left blank)
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Section 3 Terms and Conditions of Contract General Conditions The General Conditions set forth in this Section 3 of the RFP will be incorporated by reference into the Contract awarded pursuant to this RFP (see Attachment D Contract). Managers should submit proposals and pricing based on these contract terms and conditions. Any requests to modify these terms and conditions must be made during the Q&A process and shall not be presented as an exception in a Managers Response to the RFP. The parties may negotiate the incomplete provisions of Attachment D to complete the terms of the Contract after an award is made. I. CONTRACT TERM; RENEWALS

1.1 Initial Term. The initial term of the Contract resulting from this RFP commences the earlier of the Effective Date of the Contract, or July 1, 2012 and will expire at 11:59 p.m. on February 28, 2018, unless sooner terminated in accordance with the terms hereof. Notwithstanding the foregoing, the commencement date for the Equestrian Center may be deferred by City for a period up to November 1, 2012. 1.2 Renewals. The City shall have the unilateral option of extending the Contract on the same terms and conditions for two (2) potential renewal periods. The first potential renewal period is an additional three (3) year renewal term, and the second and last renewal period is an additional two (2) year renewal term, with each potential renewal term being based on upon satisfactory performance by the Manager. In each event, such renewal shall be effectuated by the Citys providing to Manager a minimum of ninety (90) days prior written notice of such renewal. Effective as of the first renewal term, if any, the City will have the unilateral right to terminate the Contract for convenience upon a minimum of ninety (90) days prior written notice to Manager. If the Contract is terminated for convenience as provided herein, City will be relieved of all further obligations other than payment for that amount of Services actually performed to the date of termination. Access to any and all work papers will be provided to City after the termination of the Contract. The parties understand and agree that Manager shall not have a reciprocal right to terminate the Contract for convenience; it being understood that Citys payment for Services forms the consideration for Manager not having this right. In the event of Citys termination for convenience, City (in its sole discretion) may also require Manager to provide the Transition Assistance as set forth in the description of the Services. 1.3 Procedures Upon Termination. Upon expiration or termination of the Contract for any reason, and without any further compensation, Manager shall immediately: a. Surrender and deliver to City, the Facilities and all equipment, supplies, manuals, and inventories that are the property of City or that have been purchased with operating revenues or from funds made available by City, and records, including all books of account relating to the operation of the Facilities, escrow accounts and inventories which are the property of City, as received, normal wear and tear excepted, and City shall simultaneously make all payments due to Manager as set forth in the Contract. b. Quitclaim, transfer, assign and convey to City any and all right, title and interest that it may have to all improvements made to or upon the Facilities by Manager and all equipment, materials, supplies, inventories and all other property of any kind purchased by Manager with operating revenues or with funds made available by City, excluding its fees hereunder, without any further compensation therefor from City. Manager will execute any documents or other instruments reasonable necessary to evidence the foregoing.
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c. Transfer and assign to City all of Managers right, title and interest in and to, any contracts entered into by Manager in the course of the performance of Services. City shall accept and assume all such obligations from and after the date of such termination or expiration of the Contract; provided, however, City shall not be obligated to assume any contracts entered into by Manager in violation of the Contract. Manager hereby agrees to execute any documents or instruments reasonably required by City to evidence the forgoing. Notwithstanding the foregoing, City shall not assume and shall not have any liability for any actions, inaction, performance or non-performance by Manager of such contracts prior to the termination or expiration of the Contract, unless such action, inaction performance or non-performance is due to lack of or insufficient funding of the Facilities by City. II. OWNERSHIP OF ASSETS

2.1 Ownership of Real Property. The ownership of buildings and real estate, technical and office equipment and Facilities, furniture, displays, fixtures and similar property which are owned by City shall be and remain the sole property of City. Property rights will not accrue to Manager. Any computer software which is designed either by City or Manager, or both, specifically for use in regard to the Facilities will be and remain the sole property of City. 2.2 Ownership of Tangible Property. Any data, equipment or materials furnished by City to Manager and any such data, equipment or materials that may be acquired for City by Manager specifically for use in regard to the Facilities, shall be and remain the property of City, and when no longer needed for the performance of the Contract or upon the expiration or termination of the Contract, shall be delivered promptly to City by Manager. 2.3 Disposition of City Property. Manager agrees to use Citys surplus procedures for disposition of real and tangible property that are no longer needed at the Facilities. 2.4 Inventory. Prior to the commencement of each fiscal year of the Contract, the parties shall together conduct an inventory of all expendable supplies and fixed assets of the Facilities and such inventory shall be signed by an Authorized Representative of each party. [Note: The current inventory of each Facility has been provided to and acknowledged by Manager prior to entering the Contract.] 2.5 Managers Right to Use City Name, Logo and Other Intellectual Property. City hereby grants to Manager a nonexclusive license during the Term of the Contract to reasonably use the Citys intellectual property rights relating to the Facilities (including names and logos) in performance of Services. This license shall not permit Manager to sublicense any rights without written consent of City. City hereby reserves the right to grant a third party the exclusive license to use such intellectual property rights in connection with the sale of merchandise outside of the Facilities. Manager shall have the exclusive license to use such intellectual property rights in connection with the sale of merchandise inside the Facilities during the Term. Manager shall comply with all intellectual property rights and requirements set forth in any third-party agreement (e.g., the Naming Rights Agreement for EverBank Field). 2.6 Ownership of Works. As used in this section, the term Work shall mean each deliverable, drawing, design, logo, advertising/marketing/promotional concept, specification, photograph, reference book, equipment, report, finding, recommendation, data and memorandum of every description, shared with or delivered to City pursuant to the Contract. With the exception of pre-existing intellectual capital owned by Manager or a third party, City shall own all right, title and interest, including ownership of copyright (limited to the extent permitted by the terms of any governing licenses), in and to each Work and any derivative works relating thereto. The
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use of these Works in any manner by City shall not support any claim by Manager for additional compensation. Each Work, and any portion thereof, shall be a "work made for hire" for City pursuant to federal copyright laws. Any software, report, deliverable, or work product as used in connection with the Work, but previously developed by Manager specifically for other customers of Manager or for the purpose of providing substantially similar services to other Manager customers, generally shall not be considered "work made for hire", so long as the foregoing are not first conceived or reduced to practice as part of the Work. To the extent any of the Works are not deemed works made for hire by operation of law, Manager hereby irrevocably assigns, transfers, and conveys to City, or its designee, without further consideration all of its right, title and interest in such Work, including all rights of patent, copyright, trade secret, trademark or other proprietary rights in such materials. Except as provided in the foregoing sentences, Manager acknowledges that City shall have the right to obtain and hold in its own name any intellectual property right in and to the Work. Manager agrees to execute any documents or take any other actions as may reasonably be necessary, or as City may reasonably request, to perfect or evidence City's ownership of the Work. III. Legal Representation; Access to Facilities.

3.1 Managers Right to Take Certain Legal Actions. Manager may institute and defend, in its own name as the Facilities Manager and for the benefit of City, any and all legal actions or proceedings to collect charges, rents or other income generated by and due to City, or to cancel or terminate any license, use or concession agreement for the breach thereof or default thereunder by any licensee, user, advertiser, or concessionaire of City. Manager must promptly consult with City prior to taking such actions. Manager is required to use the services of City's Office of General Counsel when instituting or defending legal actions on behalf of the City, unless otherwise directed in writing by the General Counsel to act otherwise. 3.2 Managers Right to Engage Legal Counsel. Subject to the requirement above to use the Citys Office of General Counsel for certain actions, Manager shall have the right to retain its own legal counsel in connection with any of its duties under this Contract; provided however that (i) Manager shall be solely responsible for all costs and expenses incurred by such counsel, (ii) such counsel shall not be the same legal counsel of any of the tenants, licensees, or contractors of any of the Facilities, (iii) such counsel shall not be involved in any matters adverse to the City, and (iv) such counsel shall not be handling matters for or otherwise representing other clients that may conflict with Managers responsibilities under this Contract. 3.3 Office Space. City shall provide Manager with necessary and reasonable office space in the Facilities and such furniture and equipment, as is currently available in the Facilities. Any data, equipment or materials furnished by City to Manager for use at the Facilities shall remain the property of City, and when no longer needed for the performance of this Contract shall be returned to City for such use or disposal as City may determine. City may relocate Managers offices from time to time at no expense or cost to Manager. 3.4 Managers Access to Facilities and Parking. City shall provide Manager with unrestricted egress and ingress to the Facilities and shall make available to Manager parking spaces necessary and reasonable in the performance hereunder by Manager adjacent to the Facilities located on City property in the immediate environs as designated in writing by City; provided, however, such ingress and egress and parking may be reasonably restricted or limited by City at the request of the Jaguars or for NFL related events, or other users of the Facility. City shall also make available at no cost for Manager's exclusive use, certain storage areas and facilities as designated in writing by City, which areas City may relocate from time to time.
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3.5 Citys Access to Facilities. Representatives of City designated in writing shall have the right, upon reasonable advanced notice to Manager and at appropriate times, to enter all portions of the Facilities to inspect same, to observe the performance of Manager of its obligations under this Contract, to install, remove, adjust, repair, replace or otherwise handle any equipment, or other matters in, on, or about the premises, or to do any act or thing which City may be obligated or have the right to do under this Contract or otherwise. Nothing contained in this Section is intended or shall be construed to limit any other rights of City under this Contract. City shall not interfere with the activities of the Manager hereunder, and the Citys actions shall be conducted such that disruption of Managers work shall be kept to a minimum. Nothing in this Section shall impose or be construed to impose on City any independent obligation to construct or maintain or make repairs, replacements, alterations, additions or improvements or create any independent liability for any failure to do so. 1. City shall have the right to inspect and enter all the Facilities at least quarterly without prior advanced notice. City representatives shall have access key cards to be able to enter the Facilities at all times during event and non-event days. 2. City may elect to have an on-site representative at a Facility, and in such event Manager will provide office space for the representative. 3.6 Citys Use of Facilities. City shall have the right to use the Facilities or any part thereof subject to availability for the benefit of the community without the payment of any rental or use fee, or at a reduced rental fee, except for the direct expenses for event related costs (including, but not limited to, usher, ticket-taker, security, cleaners, maintenance and other expenses incurred in connection with the use of the Facilities by such organization) which direct expenses (and difference between the customary rental and reduced rental, if applicable) shall either be reimbursed at actual cost to Manager or based on City directive charged as an operating expense budgeted by City for such purpose. Citys use of the Facilities shall not be competitive, nor conflict, with paying events booked by Manager and shall be booked in advance upon reasonable notice. Manager shall not be entitled to any free tickets to such City events. 3.7 Third-Party Access to the Facilities. City shall have the right to approve all entry credentials to the Facilities for all non-Manager employees, including access to any events. IV. EMPLOYEES AND SUBCONTRACTORS

4.1. Employees, Subcontractors, and Agents. All Manager employees, subcontractors and agents performing work under this Contract shall be properly trained and qualified. Upon request, Manager shall furnish a copy of technical certification or other proof of qualification. All employees, subcontractors and agents performing work under this Contract must comply with all policies of City and with all controlling laws and regulations relevant to the services they are providing under this Contract. City may conduct, and Manager shall cooperate in, a security background check or other assessment of any employee, subcontractor or agent furnished by Manager. City may refuse access to, or require replacement of, any personnel for reasonable cause. 4.2. Hiring. Manager shall hire its own employees sufficient to perform the Services. Such employees will be employees of Manager and not of City but who shall be paid from the funds allocated by City for this purpose as set forth in the compensation to be paid by City pursuant to the Contract. Manager shall select the number, function, qualifications, compensation, including benefits and may, at Manager's reasonable discretion, periodically adjust or revise the terms and conditions relating to such employment. City shall however have input on compensation and benefits of such employees and may limit such compensation and benefits to be similar to that of City employees. 4.3. E-Verify. As a condition to providing services to City, Manager (and any subcontractor) will enroll and participate in the federal E-Verify Program within thirty days of the effective date of this
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Contract. Proof of enrollment and participation will be made available to City upon request. 4.4. Use of Subcontractors; Flow-Down Provisions. In all cases, Manager will be responsible for the acts or omissions of its subcontractors. Manager will ensure that all relevant contractual obligations will flow down to the subcontractors and will be incorporated into the subcontracts (including the obligations relating to insurance, indemnification, delays, intellectual property rights, public records, non-discrimination, audits, security, location of services, termination, transition assistance, warranties, and the manner in which the Services are to be performed). 4.5. Employment of Managers Key Personnel After Termination. City agrees not to solicit for employment, or hire, any of the following key management people employed by Manager to manage the Facilities: the Managers Authorized Representative, and the General Manager, without first remitting to the Manager the sum of six (6) months of such persons base salary. Notwithstanding the foregoing, the City may hire any Manager employee for such position as may be unrelated to this Contract. 4.6. Employee HR Matters. Manager shall be solely responsible for the payment of any and all employment taxes and/or assessments imposed on the account of the payment for the services of Managers employees, including any unemployment insurance tax, federal, state, local and foreign income taxes, federal social security payments (FICA) and disability insurance taxes, as well as any and all contributions or payments required pursuant to any employee pension, welfare, bonus or other benefit plan, however defined or described, applicable to any of Managers employees. Manager shall bear sole responsibility for maintaining and administering workers compensation, unemployment and any other insurance required for Managers employees under this Contract, any law or any plan, as well as for compliance of all statutes and regulations applicable to the employer of Managers employees. Manager recognizes and agrees that Managers employees shall not be entitled to any benefits established and maintained by City for employees, and Manager shall so advise Managers employees. Any bonus payments to Managers employees during employment, or severance payments payable to Managers employees upon termination of their employment with Manager, shall be the sole responsibility of Manager, and Managers provision of information to the City for the annual budget shall provide sufficient detail to the City to reasonably demonstrate compliance with the foregoing. Manager will make appropriate reporting of compensation paid to Managers employees as required by the Internal Revenue Service (IRS). All the personnel assigned by Manager shall be authorized under state and local laws to perform such services, whether by appropriate license, registration, certification or other authorization. 4.7. Qualified and Sufficient Staff. Manager shall employ a general facilities Manager who shall be the Citys primary point of contact for the Services and be responsible for the day to day promotion, operations and management of the Facilities, and for overseeing all vendors/subcontractors performing services on the Facilities. Manager shall employ such additional employees are necessary to operate each Facility as required by the Contract, and require that all such employees (including the General Manager) devote their full-time to perform the services required by the Contract (and all Manager employees shall not at any time be assigned to its corporate/headquarters or any Manager affiliates duties). Manager represents and warrants it will use an adequate number of qualified individuals with suitable training, education, experience, and skill necessary to perform the Services in the manner required by this Contract. If at any time City has any concerns with the performance of any Manager employee, it shall notify Manager of such concerns (including, if applicable, any request by City that such employee be terminated), and Manager shall promptly take all appropriate actions, including, but not by way of limitation, meeting with City to discuss and resolve such concerns. The parties, however, acknowledge that the ultimate right to terminate any Manager employee shall reside with Manager. 4.8. JSEB Participation. Manager in performance of its duties and obligations under this Contract shall comply with applicable affirmative action and equal business opportunity ordinances and policies of City, including without limitation any reporting requirements. Manager shall establish an
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annual goal of JSEB participation in all levels of the operation and contracts at the Facilities, and report the same to the City on a quarterly basis. V. FUNDING

5.1 Operating Cash Flow. City shall make available to Manager for the operation, supervision and management of the Facilities, all funds necessary to pay all operating expenses incurred or accrued by Manager, as more specifically defined under this Contract or as authorized by City in writing. 5.2 Unavailability of Funds. In the event that, in any annual budget review process or during any fiscal year, City reasonably believes it will not be able to make available sufficient funding from other sources to cover any actual or projected budget deficit, then, in such event, City shall request from Manager a plan for reduction of expenditures to a level consistent with and within the funding available to City but in any event City shall have the right in its sole discretion to reduce expenditures to any level that it deems consistent with available funding, and such decision shall not be a breach by or default of the City of its obligations under this Contract. The parties recognize that the ultimate responsibility for funding of the Facilities lies with City. If such notice of insufficient funding occurs during any fiscal year City shall pay all operating expenses incurred or accrued by Manager prior to Manager's receipt of any such notice plus all operating expenses incurred or accrued after receipt of such notice to the extent that the aggregate amount does not exceed the aggregate amount in the reduced approved budget. Should City act hereunder to reduce expenditures, either by reduction of the proposed annual budget submitted by Manager during the annual budget review process or by reduction due to unavailability of other funds in accordance with the Contract, and such reduction of expenditures materially impairs, restricts or otherwise affects the ability of Manager to perform its duties hereunder, then, any subsequent failure of Manager to perform its duties under this Contract caused by any such reduction shall not be considered an event of default or breach by Manager of its obligations under this Contract to the extent caused by such unavailability of funds. In the event that City reduces the availability of funds either by reduction of the annual budget proposed by Manager or by a reduction required by City at any other time, then within thirty (30) days after the date of such written notice to Manager, either Manager or City may determine that the management of the impacted Facility would not be feasible and thereupon Manager and City may elect one or more of the following: a) Continuation of management utilizing revenues made available by City and the funds generated at the Facilities; b) Consider this Contract terminated as to the impacted Facility, effective as of a time certain but not more than sixty (60) days after the effective date of any such reduction with written notice thereof being given by Manager to City; c) Have the right of first refusal for a period of six (6) months after the date of such City written notice, for Manager to resume management of the impacted Facility at such time as City first shall restore the budget to previous operating levels except in the event that City determines to continue management with City-employed personnel. If City notifies Manager of the restoration of the budget, Manager shall have forty-five (45) days to exercise said right of first refusal, and if not exercised, then such right of first refusal shall expire and be terminated. 5.3 Budget Submittal. Manager shall submit to City not later than March 1 or such other annual date as specified by the City to Manager in writing, an anticipated annual budget for each Facility (in a form approved by City) for the ensuing fiscal year for budget planning purposes (including such
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budgets as required by the Jaguars pursuant to the lease agreement). City will notify Manager in writing within five (5) days of the effective date of any changes to the annual budget prior to its submission to the Mayor's Budget Review Committee and, thereafter, prior to its submission to the Finance Committee of the City Council of any changes to the approved budget. Changes to the approved budget by Manager on line items shall be the financial responsibility of Manager unless approved in advance by City prior to the expenditure being made or otherwise authorized by City. The proposed budget submitted by Manager must be in form and content acceptable to the City, and shall set forth sufficient detail for the Citys review as is required for the Citys budgeting and contract management (e.g., employee salaries, benefits, travel, expenditures, etc.). 5.4 Expenditures in Excess of Budget. Manager shall not, without prior written authorization from City, incur in any fiscal year obligations for operating expenses aggregating in excess of the amount of the total operating expenses contemplated by the then applicable approved budget. Manager shall monitor actual and projected operating expenses and advise City if project costs are likely to exceed the amounts set forth in an approved budget. In the event that Manager anticipated expenditures in excess of the applicable approved budget, the following steps must occur: a) Manager shall contact City and advise it in writing of the projected excess.

b) Manager shall have said excess expenditures approved by City in writing. City acknowledges that Manager has no obligation to perform and will not perform under this Contract absent the availability of funds provided pursuant to an approved budget; provided however, if Manager incurs any expense in excess of those amounts in an approved budget, or any approved amendment thereto, Manager shall be responsible for and assumes any such excess, except to the extent such excess expenditure is an emergency expenditure according to procedures established in advance between the parties.

VI.

FINANCIAL RECORDS, RECORDKEEPING, AND AUDITS

6.1 Financial Records. Manager shall establish and maintain current, accurate and complete financial records on an accrual basis of accounting relating to its activities at the Facilities. The systems and procedures used to maintain these records shall include adequate books of account with respect to its management and operation of the Facilities and a system of internal controls, and all accounting records shall be maintained in accordance with generally accepted accounting principles. In addition, Manager shall maintain all contracts, leases, vouchers, checks, invoices, receipts and other documents and information necessary and reasonable to support its financial transactions arising from or in connection with the Contract. 6.2. Records Retention. Manager must maintain and retain all records, documents and information relating to this Services and the Contract (including but not limited to the financial records referenced above) in the principal business office of Manager in the City of Jacksonville, Duval County, Florida, in accordance with applicable Florida Statutes. The minimum period of retention shall be five (5) years after the final payment is made under the Contract. If an audit has been initiated and audit findings have not been resolved at the end of the five (5) year period, the records shall be retained until resolution of the audit findings or any litigation which may be based on the terms of the Contract, at no additional cost to City. Records shall be retained for longer periods when the retention period exceeds the time frames required by law or ordinance. 6.3 Audits.

(a) At all reasonable times during the Term and for five (5) years thereafter, Manager and any material contractor or subcontractor (defined as a revenues at $50,000 or more each fiscal year) shall maintain all books, documents, papers, accounting records and evidence pertaining to the Contract and
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must allow persons duly authorized by City (including Citys auditors), to have full access to and the right to examine, copy or audit any of the records required to be maintained under the Contract, regardless of the form in which kept. The City shall have the right, but not the obligation, to audit the Managers records or review the audit working papers of the Manager as it pertains to the Contract. Any such audit may be conducted by employees of the City, or by an accountant or other consultant of City. Any such audit shall be conducted during normal business hours at the Citys and Managers convenience, as long as the audit is permitted to commence within thirty (30) days of the Citys request for it. Any such audit requested by the City shall be at the Citys sole cost and expense unless the audit reveals a discrepancy of more than five percent (5%) of payment(s) due to the City pursuant to the Contract, in which case the Manager shall pay the reasonable costs of the Citys audit. And if the audit reveals an undercharge or overcharge, then the amount due from the Manager shall be appropriately adjusted to the extent indicated in accordance with the results of the audit. Notwithstanding the foregoing, Manager will not charge City for any setup, supervision or space in connection with the examination and audit. Photocopying charges will not exceed the actual and reasonable cost of the copies to Manager, and City shall be permitted to bring its photocopying equipment if City so desires. (b) Manager must comply with and cooperate in any audits or reports requested by City, and must ensure that all related party transactions are disclosed to the auditor. (c) Manager must permit City to interview any of Managers employees, subcontractors and subcontractor employees to assure City of the satisfactory performance of the terms and conditions of the Contract. Unless the parties agree otherwise or City is willing to pay for the employees reasonable travel expenses, the interviews will be conducted at the employees primary place of work. Manager will not charge City for any employee time unless the interview time for that employee exceeds eight (8) hours in a calendar year. (d) Following any audit or review, if performance of Manager is, in the opinion of City, deficient, City will deliver to Manager a written report of the deficiencies and request for development by Manager of a corrective action plan. Manager hereby agrees to prepare and submit, to City, said corrective plan within ten (10) days of receiving Citys written report. Thereafter, Manager must correct all deficiencies in the corrective action plan within a reasonable time after Citys receipt of the corrective action plan. (e) All reports and other information provided by Manager pursuant to this Section shall be submitted under penalties of perjury, under Section 837.06, Florida Statutes. (f) Manager must include the aforementioned audit, inspection, investigation and record-keeping requirements in all subcontracts and Contract assignments. (g) Manager agrees to reimburse City for the reasonable costs of investigation incurred by City for audits, inspections and investigations that uncover a material violation of the Contract. Such costs shall include the salaries of investigators, including overtime, travel and lodging expenses, and expert witness and documentary fees. Manager shall not be responsible for any costs of investigations that do not uncover a material violation of the Contract. (h) Pursuant to section 4.4 above, the Citys audit rights shall also extend to Managers contractors, and Manager shall ensure the Citys said audit rights are set forth in any contractors agreements. 6.4 Restrictions on the Use or Disclosure of Citys Information. Manager shall not use, copy or disclose to third parties, except in connection with performing the Services, any information obtained by Manager or its agents, subcontractors or employees in the course of performing the Services, including, but not limited to, security procedures, business operations information, or commercial
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proprietary information in the possession of City. At Citys request, all information furnished by City will be returned to City upon completion of the Services. Manager shall not be required to keep confidential any information that has already been made publicly available through no fault of Manager or that Manager developed independently without relying on Citys information. To ensure confidentiality, Manager shall take appropriate steps as to its employees, agents, and subcontractors, including the insertion of these restrictions in any subcontract agreement. The warranties of this paragraph shall survive the Contract. 6.5 Protection of Manager Trade Secrets and Other Confidential Information. All documents received by City in connection with the Contract are subject to Chapter 119, Florida Statutes (the Florida Public Records Law"). Any specific information that Manager claims to be a trade secret or otherwise exempt from the Florida Public Records Law must be clearly identified as such by Manager on all copies furnished to City (in order for Manager to claim any trade secret protections). City agrees to use reasonable efforts to inform Manager of any third-party request to view such information, but it is Managers obligation to obtain (at its sole cost and expense and not a cost to the City under any circumstances, whether indirect or direct, under the Contract) a court order enjoining disclosure. If Manager fails to obtain a court order enjoining disclosure within five (5) business days of Managers receiving notice of the request, City may release the requested information. Such release shall be deemed for purposes of the Contract to be made with Manager's consent and will not be deemed to be a violation of law, including but not limited to laws concerning trade secrets, copy right or other intellectual property. Notwithstanding anything to the contrary herein, the Manager shall provide records and information and fully cooperate (notwithstanding any Manager claims of trade secrets, proprietary or confidential information) with the City as to all matters pertaining to any and all legal, audit, administration, and compliance requirements relating to the Services and the contract documents. 6.6 Additional Financial Requirements. See also Section 4 Description of the Services, subsection II.M., for information regarding additional financial requirements.

VII. DEFAULT, REMEDIES, DISPUTE RESOLUTION

7.1 Default. A party shall be in default hereunder if (i) as to Manager, the Manager fails to pay any sum payable herein when due and such failure shall continue for more than thirty (30) days after written notice thereof from the City; (ii) as to the City, the City fails to pay a proper invoices submitted by the Manager in a timely manner as set forth according to the Prompt Payment Act set forth in chapter 218, Florida Statutes; or (iii) either party shall fail to perform or comply with any of the other terms, covenants, agreements or conditions hereof and such failure shall continue for more than sixty (60) days after written notice thereof from the non-defaulting party. If the non-defaulting party reasonably determines that an event of default for non-performance (but not for nonpayment) is not susceptible to being cured within the applicable cure period by the defaulting party, the defaulting party shall not be considered in default if within thirty (30) days the defaulting party commences with due diligence and dispatch the cure such default and thereafter completes with dispatch and due diligence the curing of such default, up to onehundred eighty (180) days. 7.2 Manager Defaults. The events that shall considered a default by Manager shall include but not be limited to the following: a) The occurrence of any act or omission on the part of Manager that deprives it of the rights, powers, licenses, permits, and authorizations necessary for the lawful and proper conduct and operation of the services and activities authorized; The filing by or against Manager of any petitions in bankruptcy either voluntary or involuntary, or the making by which the actions shall automatically be basis for termination and bar the passing of any benefits to creditors, assignees or transferees of
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b)

Manager; c) The abandonment or discontinuance by Manager, without written consent of City, of any or all of the operations and services permitted or required except to the extent permitted by the express provisions of the Contract; The failure of Manager to account for, and pay to City, as provided in any and all sums due and owing to City from Manager; The cessation or deterioration of services to be provided by Manager for a period that in the reasonable opinion of City, materially and adversely affects the operation of the public services required to be performed by Manager except to the extent permitted by the express provisions of the Contract; Manager is found to have made a false representation or certification in its Proposal or (ii) Manager has been placed on the list maintained under Section 287.135, Florida Statutes, of companies with activities in Sudan or in Iran Petroleum and Energy Sector. [Note: notwithstanding anything to the contrary herein, there shall be no cure period for this event of default.] Breach of any covenant or duty of Manager set forth in this Contract.

d) e)

f)

g)

7.3 Remedies. In the event of a default of this Contract, the non-defaulting party will be entitled to terminate this Contract and pursue such other remedies available at law or equity as it deems appropriate. Except as expressly provided elsewhere in this Contract, neither party will be entitled to recover any lost profits or speculative damages or any punitive damages. The rights and remedies available to the parties under this Contract are distinct, separate and cumulative remedies, and no one of them shall be deemed to be in exclusion of any other. If, after termination by City, it is determined that Manager was not in default or that the default was excusable, the rights and obligations of the parties shall be the same as if the termination had been issued for convenience. In the event of a Manager default, the City may exercise setoff rights against future payments to the Manager, or the City may (but is not obligated to) perform any of the Services and charge Manager for the Citys cost of self-performance. 7.4 Labor Disputes. In the event of a labor dispute which results in a strike, picket or boycott affecting the Facilities or the Services, Manager shall not thereby be deemed to be in default or to have breached any part of this Contract unless such dispute shall have been caused by labor practices or violations by Manager of applicable collective bargaining agreements. City reserves the right to take whatever action may be necessary to help open or to reopen the Facilities as it may deem to be in the best interests of City and the public in the Citys sole and absolute determination. VIII. PURCHASING POLICIES

8.1 Manager shall comply with the Citys purchasing requirements as directed by the City in writing from time to time and in compliance with Chapter 126, Ordinance Code. The Manager shall adhere to the following City procurement requirements in its purchase of labor, materials, supplies, and equipment, and will maintain written documentation in its records concerning the same. 8.2 Manager shall, in accordance with its normal business practices, have authority and discretion as to purchasing all services, concessions, equipment, materials, supplies, and inventory reasonably required by Manager hereunder, so long as Manager complies with the Citys procurement and budgeting requirements. Manager shall use its best efforts to make all such purchases at the best available price and on the best available terms and conditions in coordination with the Citys Division of Procurement. City shall have the right to review and/or audit Managers procurement practices to determine whether Manager is effectively utilizing competitive procurement processes as required by Chapter 126, Ordinance Code.
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8.3 In the event that Manager enters into any agreement with any third party that is an affiliate of Manager to purchase or lease any such equipment, materials, supplies, or inventory or to perform any services, Manager additionally agrees that the price or consideration for such goods or services shall be fair and reasonable and no more favorable to such affiliate than it could obtain in a comparable arms length transaction with an entity or person other than an affiliate. During the procurement of any goods or services from an affiliate, Manager shall disclose in writing to the City the nature of the relationship between Manager and affiliate, and Manager shall comply with all City legal requirements with respect to procurement process. Any such contract shall be subject to the prior written approval of City and submittal of documentation evidencing the competitive nature for the services submitted. 8.4 All contracts that extend beyond the term of this Contract must be approved in writing, by City prior to execution. Such approval can be obtained when Manager procures the goods or services through the Citys Division of Procurement pursuant to the procedures set forth in Chapter 126, Ordinance Code. 8.5 Manager shall be required to utilize City services in Managers procurement of goods and services for the Facilities. Such procurements shall be accomplished in compliance with the requirements relating to EverBank Field and the Ball Park according to the pre-existing agreements for those facilities. 8.6 Any and all travel conducted by Manager and paid (whether directly or indirectly) by the City must be in accordance with the Citys travel policies in effect from time to time, and shall be included within City payment to the Manager for the performance of the Services. 8.7 Manager shall coordinate, at no additional cost, with the City to meet the requirements of the Citys availing itself to purchases free of sales tax, including but not limited to such criteria as may be established by the Florida Department of Revenue from time to time. 8.8 Prompt Payment to Subcontractors and Suppliers. The following is required by Chapter 126, Part 6, Municipal Code: (a) Generally. When Manager receives payment from City for labor, services or materials furnished by subcontractors and suppliers hired by Manager, Manager shall remit payment due (less proper retainage) to those subcontractors and suppliers within fifteen (15) calendar days after Managers receipt of payment from City. Nothing herein shall prohibit Manager from disputing, pursuant to the terms hereof, all or any portion of a payment alleged to be due to its subcontractors and suppliers. In the event of such dispute, Manager may dispute the disputed portion of any such payment only after Manager has provided notice to the City and to the subcontractor or supplier whose payment is in dispute, which notice shall: (i) be in writing; (ii) state the amount in dispute; (iii) specifically describe the actions required to cure the dispute; and (iv) be delivered to City and said subcontractor or supplier within ten (10) calendar days after Managers receipt of payment from City. Manager shall pay all undisputed amounts due within the time limits imposed by this Section. (b) Jacksonville Small and Emerging Business Enterprise and Minority Business Enterprise Participation. Notwithstanding Chapter 126, Part 6 of the Municipal Code, Manager shall pay all contracts awarded with certified Jacksonville Small and Emerging Business Enterprises (JSEB) and Minority Business Enterprises (MBE), as defined therein, their pro rata share of their earned portion of the progress payments made by City under the Contract within seven (7) business days after Managers receipt of payment from City (less proper retainage). The pro-rata share shall be based on all work completed, materials and equipment furnished, or services performed by the certified JSEB or MBE at the time of payment. As a condition precedent to progress and final payments to Manager, Manager shall provide to City, with its requisition for payment, documentation that sufficiently demonstrates that Manager has made proper payments to its certified JSEBs or MBEs from all prior payments Manager has
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received from City. Manager shall not unreasonably withhold payments to certified JSEBs and MBEs if such payments have been made to Manager. If Manager withholds payment to its certified JSEBs or MBEs, which payment has been made by City to Manager, Manager shall return said payment to City. Manager shall provide notice to City and to the certified JSEBs or MBEs whose payment is in dispute, which notice shall: (i) be in writing; (ii) state the amount in dispute; (iii) specifically describe the actions required to cure the dispute; and (iv) be delivered to City and said JSEBs or MBEs within five (5) calendar days after Managers receipt of payment from City. Manager shall pay all undisputed amounts due within the time limits imposed in this Section. The failure to pay undisputed amounts to the JSEBs or MBEs within seven (7) business days shall be a breach of the Contract, compensable by one per-cent (1%) of the outstanding invoice being withheld by City, not as a penalty, but as liquidated damages to compensate for the additional contract administration by City. (c) Third Party Liability. The Prompt Payment requirements hereunder shall in no way create any contractual relationship or obligation between City and any subcontractor, supplier, JSEB or MBE or any third party or create any City liability for Managers failure to make timely payments hereunder. However, Managers failure to comply with the Prompt Payment requirements shall constitute a material breach of Managers contractual obligations to City. As a result of said breach, City, without waiving any other available remedy it may have against Manager, may: (i) issue joint checks; and (ii) charge Manager a 0.2% daily late payment charge or the charges specified in said Chapter 126 of the Jacksonville Ordinance Code for JSEBs or MBEs and in Chapter 218, Florida Statutes, for non-JSEBs or MBEs, whichever is greater. IX. INDEMNIFICATION, INSURANCE, PERFORMANCE BOND 9.1 Indemnification. a. By Manager. In consideration of Ten Dollars ($10.00) and other good and valuable consideration, receipt and sufficiency of which is hereby acknowledged by Manager, Manager and any of its contractors and subcontractors shall indemnify and save harmless and defend City from and against all Claims brought against City arising from or relating to (i) any breach of this Agreement by Manager, or (ii) any negligence or willful misconduct of Manager or its agents, officers, employees, contractors and subcontractors in the performance of the Services. Managers liability under this paragraph shall be limited and apportioned to the extent the Claim results from the joint negligence or willful misconduct of City or any of its employees or agents. The indemnifications in this paragraph are separate and apart from, and are in no way limited by, any insurance provided pursuant to this Agreement or otherwise. b. By City. In consideration of Ten ($10.00) Dollars and other good and valuable consideration, receipt and sufficiency of which is hereby acknowledged by City, City shall indemnify and save harmless and defend Manager from and against all claims, demands, suits, actions and judgments, fees, costs and expenses of every name and description brought against Manager based on personal injury, bodily injury (including death) or property damages (including destruction) arising from or in connection with any negligent act or omission of City and its agents, officers and employees in the performance hereof to the extent permitted by Section 768.28, Florida Statutes. Nothing in this Section or elsewhere in this Agreement shall be construed as a waiver or limitation by City of its sovereign immunity accorded by the Florida Constitution and codified in 768.28, Fla. Stat. c. Notice of Claims; Cooperation and Settlement. To the extent a party (the Indemnified Party) receives notice of a Claim for which it may be indemnified by the other party under this Section 9.1, the Indemnified Party will (1) provide reasonable notice to the other party of the applicable Claim, and (2) allow the other party to participate in the litigation of such Claim (at the other partys expense) to protect its interests. Each Party will cooperate in the investigation,
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defense and settlement of Claims that are subject to indemnification hereunder, and each Party will obtain the prior written approval of the other Party before entering into any settlement of such Claim, which consent shall not be unreasonably withheld, delayed or conditioned. 9.2 Insurance Coverage Levels. a. By Manager. Without limiting its liability under the Agreement, Manager shall procure and maintain during the term of this Agreement, insurance of the types and in the minimum amounts stated below: SCHEDULE Workers Compensation Florida Statutory Coverage and Employer's Liability (including Appropriate Federal Acts) Commercial General Liability Premises-Operations Products-Completed Operation Contractual Liability Independent Contractors And Liquor Liability Auto Liability All autos-owned, hired or non-owned Professional Liability Employee Dishonesty Bond Valuable Papers LIMITS Florida Statutory Coverage $100,000 Each Accident $500,000 Disease Policy Limits $100,000 each Employee/Disease $5,000,000 CSL

$1,000,000 $1,000,000 CSL

$1,000,000 $100,000 $100,000

City and the Jacksonville Jaguars shall be named as an additional insured under Commercial General Liability, Employee Dishonesty and Valuable Papers coverage. Manager shall also be required comply with all requirements (including the naming of the University of Georgia Athletic Association, Inc. and The University Athletic Association, Inc. (collectively, the Schools) as additional insureds) set forth in the Joinder and Consent for that certain Amendment and Restatement of Agreement for 2010-2016 among the Schools and the City dated September 1, 2010 (or as may be amended from time to time). Professional Liability and Commercial General Liability coverage will be provided on an occurrence form or a claims made form with a retroactive date equal to at least the first date of this Agreement and with a three (3) year reporting option beyond the annual expiration of the policy. Such insurance shall be written by an insurer holding a current certificate of authority pursuant to Chapter 624, Florida Statutes, such insurance shall be written by an insurer with a A.M. Best rating of A-VII, and shall be procured through a Florida licensed agent with its offices located in Jacksonville, Florida. Manager shall procure all coverages otherwise obtained for performance of the Contract including workers compensation and employees health insurance from a Florida licensed agent with its offices in Jacksonville, Florida. Prior to commencing any services or work hereunder, Manager shall submit a certificate or certificate of insurance to City's Risk
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Management Division evidencing the existence of such insurance and such insurance shall be subject to the approval of the Chief of said Division or his or her designee. Such insurance shall provide that no material alteration or cancellation, including expiration and nonrenewal shall be effective until thirty (30) days after receipt of written notice to City. City shall have the right upon reasonable demand for periodic review of the certificate of insurance by the Chief of said Division or his or her designee. City may require changes in insurance coverages prior to any renewal period. The deductible amounts for any peril shall not exceed those determined by Manager to be customary in the industry. Manager shall be responsible for payment of its deductible. All insurance policies referred to herein shall be endorsed to provide for a waiver of underwriters rights of subrogation in favor of City. Notwithstanding anything to the contrary herein, if the Manager permits the use of Facilities in an extra hazardous manner (e.g., an event with pyrotechnics, for example), then the Manager shall receive concurrence from the Citys Risk Manager as to any endorsements or coverages required by the Citys Risk Manager for such use, and such insurance shall be provided to the City as a condition precedent to such use of the Facility. b. By City. City shall at all times cause to be maintained in effect an "All Risk of Physical Loss" form of policy (with replacement costs endorsement) insuring all movable and immovable property constituting the Facilities excluding the foundation subject to the terms and conditions of the insuring agreements, including coverage for loss or damage by water and flood. Manager hereby acknowledges that City may self-insure in whole or in part, against any and all risks for which it may be responsible. All insurance policies referred to herein shall be amended to waive all subrogation claims against the parties hereto and their respective officers, employees and agents. 9.3 Performance Bond. Manager shall furnish City with a valid performance bond in the principal sum of One Hundred Fifty Thousand and No/100 Dollars ($150,000.00) issued by a company acceptable to City, authorized to do business in the State of Florida, for the benefit of City as obligee. The bond shall be payable upon termination of this Agreement by City pursuant to the terms of the Agreement. The bond shall be submitted by Manager to City on the effective date of this Agreement and shall be maintained in full force and effect thereafter during the Term hereof with such additional submittals of renewal, extension or replacement thereof submitted by Manager to City. X. AUTHORIZED REPRESENTATIVES; NOTICES.

10.1. Authorized Representatives. The City and the Manager shall each designate an Authorized Representative (whether any one or more officer, agent, employee of, or independent contractor retained by, either City or Manager, acting within the scope of authority of the employment or acting within the terms and conditions of any contract with either of the parties hereto), who is authorized and directed to make all decisions and to take all actions for and on behalf of the party hereto which has designated such person for such purpose; provided, however, that any such person may not: (1) amend this Contract without any required approval of its governing body, general partner(s) or board of directors or officer(s), as appropriate; (2) extend this Contract beyond its Initial Term and included extensions; and (3) as to City Authorized Representative, approve or agree to any expenditure or payment which creates any new line item or which exceeds the amount of City funds appropriated and available for expenditure under the any approved budget to fund any operating deficit for a fiscal year. The parties agree that all communications relating to the day-to-day activities shall be exchanged between the respective
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representatives of the City and the Manager, which representatives shall be designated by the parties, in writing, promptly upon commencement of the Services. 10.2 Authority of City Authorized Representative. The City's Authorized Representative shall have the authority to take all actions and to give all approvals for City under this Contract, with the exception of items expressly requiring the action or approval of another City Authorized Representative or which would require approval of the City Council, including without limitation any approval of the annual budget, any changes in the approved budget which creates new line items or which increases the total amount of City funds under the approved budget to fund the operating deficit for a fiscal year, and renewal hereof. City's Authorized Representative shall: (a) (b) (c) (d) be the liaison between Manager and City on all matters relating to this Contract; be responsible for ensuring that any information supplied by Manager is properly distributed to the appropriate City Department or agencies or personnel; be responsible for the day-to-day monitoring and assessment of the quality of the Services provided by Manager and contract compliance by Manager; and require other City departments and agencies to perform any reasonable request of City's Authorized Representative in carrying out his or her duties hereunder.

10.3 Authority of Manager Authorized Representative. Manager shall designate its Authorized Representative for this Contract. The Authorized Representative shall be authorized to take all actions and give all approvals for Manager under this Contract, with the exception of items which are expressly prohibited or limited in a written notice from Manager's Authorized Representative to City. The Citys Authorized Representative shall: a. b. c. be the liaison between City and Manager on all matters relating to this Contract; be responsible for the day-to-day management and supervision of the Facilities; and, be responsible for providing supervision and direction to Manager's employees.

d. The Manager Authorized Representative may be removed within sixty (60) days of the date of written request or recommendation of City's Authorized Representative; provided, however, the Manager Authorized Representative may be suspended or removed immediately if such person is charged with a crime, theft of funds, conduct unbecoming a Manager of the Facilities or any act or omission which brings discredit or reflects unfavorably upon City as determined by City. 10.4. Formal Notices. Until changed by written notice, all formal notices and communications shall be addressed as follows, and sent via certified mail (return receipt requested) or overnight delivery: As to City: City of Jacksonville Attn: Mayor 117 West Duval Street, Suite 400 Jacksonville, Florida 32202 City of Jacksonville Attn: Corporation Secretary 117 West Duval Street, Suite 480 Jacksonville, Florida 32202 As set forth in the Contract

With copy to:

As to Manager: XI.

MISCELLANEOUS
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11.1 Non-liability of City Officials. No member, official or employee of City shall be personally liable to Manager or to any person with whom Manager shall have entered into any contract, or to any other person, in the event of any default or breach by City, or for any amount which may become due to Manager or any other person under the terms of the Contract. 11.2. Relationship of the Parties. In performance of the Services, Manager shall be acting in the capacity of an independent contractor and not as an agent, employee, partner, joint venture or associate of City. Manager shall be solely responsible for the labor, supplies, materials, means, methods, techniques, sequences and procedures utilized to perform the Services in accordance with the Contract. 11.3 Force Majeure. Except as may otherwise be expressly set forth in this Section 3 General Terms and Conditions, no party to the Contract shall be deemed in default hereunder where such a default is based on a delay in performance as a result of war, insurrection, strikes, lockouts, riots, floods, earthquakes, fires, casualty, acts of God, acts of public enemy, epidemic, quarantine restrictions, freight embargo, shortage of labor or materials, interruption of utilities service, lack of transportation, severe weather and other acts or failures beyond the control or without the control of any party; provided, however, that the extension of time granted for any delay caused by any of the foregoing shall not exceed the actual period of such delay, and in no event shall any of the foregoing excuse any financial liability of a party. 11.4 No Waiver. The delay or failure by a party to exercise or enforce any of its rights under the Contract shall not constitute or be deemed a waiver of that partys right thereafter to enforce those rights, nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right. Unless otherwise agreed in writing, Citys payment for the Services shall not release Manager of its obligations under the Contract and shall not be deemed a waiver of Citys right to insist upon strict performance hereof. 11.5 Security Procedures. Manager and its employees, subcontractors and agents shall comply fully with all generally applicable laws, rules, regulations, and security policies and procedures of the United States, the State of Florida, and the City in performance of the Contract. City agrees that any other security procedures imposed by City specifically for the Contract will be reasonable and will not impose any materially unreasonable costs or hardships. 11.6 Assignment. Each party binds itself and its respective successors and assigns in all respects to all of the terms, conditions, covenants and provisions of the Contract. Manager shall not sell, assign or transfer any of its rights (including rights to payment), duties or obligations under the Contract without the Citys written consent. In the event of any assignment, Manager shall remain liable for performance of the Contract unless City expressly waives such liability. City may assign the Contract with prior written notice to Manager of its intent to do so. 11.7 Notice and Approval of Changes in Ownership. Because the award of the Contract was predicated upon Managers ownership structure, Manager agrees that any transfer of a substantial interest in Manager by any of its owners shall require Citys prior written approval, which approval shall not be unreasonably withheld or unreasonably delayed. By execution of the Contract, Manager represents that it has no knowledge of any intent to transfer a substantial interest in Manager. A substantial interest shall mean at least 25% of the voting shares (or partnership interests) in Manager. This section shall not apply to (i) transfers occurring upon the incapacitation or death of an owner; (ii) transfers associated with an initial public offering on the NYSE or NASDAQ markets; or (iii) transfers to a company whose stock is publicly traded on the NYSE or NASDAQ markets. 11.8 11.9 Time. Time is of the essence in the performance of each partys obligations hereunder. Assignment of Antitrust Claims. Manager and City recognize that in actual economic
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practice, overcharges resulting from antitrust violations are in fact usually borne by City. Therefore, Manager hereby assigns to City any and all claims under the antitrust laws of Florida or the United States for overcharges of goods, materials or services purchased in connection with the Contract. 11.10 Equal Employment Opportunity. The Equal Opportunity clause in Title 41, Part 60-1.4 of the Code of Federal Regulations (Paragraphs 1 through 7 of Presidents Executive Order 11246), the provisions of the Equal Opportunity for Individuals with Disabilities Act in 42 U.S.C. Section 12112, the Listing of Employment Openings for Veterans Clause in Title 41, Part 50-260.2 of the Code of Federal Regulations and the Disabled Veterans and Veterans of the Vietnam era Clause in Title 41, Part 60-250.5 of the Code of Federal Regulations, are incorporated herein by reference if and to the extent applicable. If Manager is exempt from any of the above cited terms, written evidence of such exempt status must be provided to City. 11.11 Other Non-Discrimination Provisions. As required by Section 126.404, Ordinance Code, Manager represents that it has adopted and will maintain a policy of non-discrimination against employees or applicants for employment on account of race, religion, sex, color, national origin, age or handicap, in all areas of employment relations, throughout the term of the Contract. Manager agrees that, on written request, it will permit reasonable access to its records of employment, employment advertisement, application forms and other pertinent data and records, by the Citys Executive Director of the Community Relations Commission, or successor agency or commission, for the purpose of investigation to ascertain compliance with the non-discrimination provisions of the Contract; provided however, that Manager shall not be required to produce, for inspection, records covering periods of time more than one (1) year prior to the effective date of the Contract. Manager agrees that, if any of the products or Services to be provided pursuant to the Contract are to be provided by a subcontractor, the provisions of this Section shall be incorporated into and become a part of the subcontract. 11.12 Conflicts of Interest. Manager acknowledges that Section 126.112, Ordinance Code, requires that a public official who has a financial interest in a proposal or contract make a disclosure at the time that the proposal or contract is submitted or at the time that the public official acquires a financial interest in the proposal or contract, including but not limited to the public official's name, public office or position held, proposal or proposal number, and the position or relationship of the public official with the proposalder or Manager. 11.13 Contingent Fees Prohibited. In conformity with Section 126.306, Ordinance Code: Manager warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for Manager, to solicit or secure the Contract and that it has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona- fide employee working solely for Manager, any fee, commission, percentage, gift or any other consideration, contingent upon or resulting from the award or making of the Contract. For the breach or violation of these provisions, City shall have the right to terminate the Contract without liability and, at its discretion, to deduct from the contract price, or otherwise recover, the full amount of such fee, commission, percentage, gift or consideration. 11.14 Truth in Negotiation Certificate. Pursuant to Section 126.305, Ordinance Code, the execution of the Contract by Manager shall be deemed to be a simultaneous execution of a Truth-InNegotiation Certificate, whereby Manager states that the wage rates and other factual unit costs supporting the compensation hereunder are accurate, complete and current at the time of contracting. Further Manager agrees that the compensation hereunder shall be adjusted to exclude any significant sums where City determines the contract price was increased due to inaccurate, incomplete or non-current wage rates and other factual unit costs, provided that any and all such adjustments shall be made within one (1) year following the completion date of the Contract. 11.15 Compliance with Applicable Laws. Manager (and all subcontractors) must comply with
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all applicable federal, state and local laws, rules and regulations as the same exist and as may be amended from time to time, including, but not limited to: Chapter 119, Florida Statutes (the Florida Public Records Law); Section 286.011, Florida Statutes (the Florida Sunshine Law); Section 288.1167, Florida Statutes (Awarding of Contracts at Sports Facilities) Chapter 602, Municipal Code (the Jacksonville Ethics Code); Chapter 126, Municipal Code (the Jacksonville Purchasing Code); and All licensing and certification requirements applicable to performing the Services. 11.16 IRS Requirements. It is specifically understood that City intends to comply with Internal Revenue Service laws, regulations, rulings, notices or procedures ("IRS requirements"), issued prior or subsequent to the date of the Contract, governing the management of governmental facilities financed with the proceeds of tax exempt bonds, and in particular any such IRS requirements which implement Section 1301(e) of the Tax Reform Act of 1986. Notwithstanding any other provision of the Contract, if any provisions of the Contract conflicts with any IRS requirements and City so informs Manager, then the parties agree to amend the Contract appropriately to the extent necessary to avoid such conflict. If compliance affects compensation in a material manner, hereafter, the compensation terms hereof will be adjusted to reflect the true intent of the parties. 11.17 Warranty of Ability to Perform. Manager warrants that (i) it is ready, willing and able to perform its obligations under the Contract, and (ii) to the best of Managers knowledge, there are no pending or threatened actions, proceedings, investigations or any other legal or financial conditions that would in any way prohibit, restrain, or diminish Managers ability to satisfy its Contract obligations. Manager shall immediately notify City in writing if its ability to perform is compromised in any manner during the term of the Contract. 11.18 Warranty of Authority to Sign Contract. Each person signing the Contract warrants that he or she is duly authorized to do so and to bind the respective party to the Contract. 11.19 Governing Law/Severability/Venue/Waiver of Jury Trial. The rights, obligations and remedies of the parties as specified under the Contract shall be interpreted and governed in all aspects by the laws of the State of Florida. Should any provision of the Contract be determined by the courts to be illegal, unenforceable or in conflict with any applicable law, the validity of the remaining provisions shall not be impaired. Venue for litigation of the Contract shall be exclusively in courts of competent jurisdiction located in Jacksonville, Duval County, Florida. The parties waive any and all rights to a jury trial with respect to disputes arising under the Contract. 11.20 Entire Agreement. The Contract constitutes the entire agreement between the parties with respect to the Services to be performed and furnished by Manager. No statement, representation, writing, understanding, agreement, course of action or course of conduct, made by either party or any representative of either party, which is not expressed herein shall be binding. Manager acknowledges that it is entering into the Contract for its own purposes and not for the benefit of any third party. 11.21 Amendments. All changes to, additions to, modifications of, or amendment to the Contract, or any of the terms, provisions and conditions hereof, shall be binding only when in writing and signed by the authorized officer, agent or representative of each of the parties hereto. 11.22 Survival Clause. All provisions in the Contract that expressly or customarily survive the termination or expiration of the Contract shall continue in effect after the Contract is terminated or expires. The surviving provisions shall include but not be limited to Sections 1.3, 2.1, 2.2, 2.6, 3.1, 3.2, 4.5, 6.2 through 6.5, 7.3, 9.1 through 9.3, 11.1, 11.9, 11.11, and 11.19.
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11.23 Construction. Each party acknowledges that it has had the opportunity to provide meaningful input into the terms and conditions contained in the Contract. Therefore any doubtful or ambiguous provisions contained herein shall not be construed against the party who physically prepared the Contract. Article headings appearing herein are inserted for convenience or reference only and shall in no way be construed to be interpretations of text. [End of Section 3]

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Section 4 Description of Services The primary goal of this RFP is to select a qualified firm to enter into a management agreement with the City to promote, operate, manage, and provide all required caretaker and maintenance services for the Facilities. All of the Facilities are owned by the City. The following describes the general scope of services under this RFP. Unless revised pursuant to the Question and Answer procedures set forth in Section 2.2 above, the following shall be the scope of services set forth in the Contract. I. ABOUT THE FACILITIES The information below is provided to the Managers for guidance only, and the City makes no representations or warranties, and is not providing direction to the Managers, concerning staffing levels necessary for the Manager to perform the services according to the provisions of this RFP (it being understood that the Manager will remain accountable at all times for meeting the standards and delivering the level of service required by the Contract and any third party contract for a Facility). EverBank Field Football Seating Capacity Football Seating Capacity (with temporary seating) Concert Seating Capacity Parking Spaces Clubs (East and West)

76,767 seats 82,209 seats 60,300 seats 6,500 2

EverBank Field is home to the Jacksonville Jaguars and is host to the annual Florida Georgia Classic Football Game and the annual Gator Bowl Game. Separate agreements exist with each of these user of this Facility. The City is seeking a Manager who will generate additional revenue streams at this Facility beyond these uses to help make the Facility self -sustaining. The Manager must understand the varying needs outlined in each of the agreements and be able to accommodate the differences in the Professional versus College Football games, as well as promote and increase the use and financial viability of this Facility. Jacksonville Veterans Memorial Arena Seating Capacity

14,300 seats

The Jacksonville Veterans Memorial Arena is home to the Jacksonville Sharks, the Jacksonville Jam, and the JU Dolphins. Numerous concerts and other performances are held in the arena annually. Additionally the arena has hosted the First and Second Rounds of the NCAA Mens Basketball Tournament and annually hosts the Barnum and Bailey Circus. Baseball Grounds of Jacksonville Seating Capacity

10,000 seats

The Baseball Grounds of Jacksonville is home to the Jacksonville Suns. The City has a long-term agreement with the Suns organization. The Ballpark hosts the annual baseball game between Florida and Florida State. The City seeks a Manager that will promote, increase the use of, and generate additional revenue streams at this Facility beyond these uses to help make the Facility self-sustaining. Times Union Center for Performing Arts Moran Theater Jacoby Concert Hall Terry Theater

3,000 seats 1,800 seats 600 seats

The Times Union Center for Performing Arts is home to the Jacksonville Symphony. There is an existing
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agreement with the Symphony for use of certain parts of the Facility. The TUCPA additionally hosts the Broadway Series and numerous musicals throughout the year. The City seeks a Manager that will promote, increase the use of, and generate additional revenue streams at this Facility beyond these uses to help make the Facility self-sustaining. Prime Osborn Convention Center Convention Center Meeting Rooms Parking Spaces Exhibit Hall Ballroom Grand Lobby Courtyard

265,000 sq. ft. 22 860 78,500 sq. ft. 10,000 sq. ft. 10,000 sq. ft. 11,000 sq. ft.

The Prime Osborn Convention Center hosts numerous exhibitions and shows throughout the year, including the Home and Patio Show, the Southern Womens Show, the Boat Show, etc. The City seeks a Manager that will promote, increase the use of, and generate additional revenue streams at this Facility beyond these uses to help make the Facility self-sustaining. The Equestrian Center Main Indoor Area 150 x 300 Indoor multipurpose arena Attached 7,200 square feet of covered staging area Seating Capacity of 3,770 80,000 square feet (includes vendor and Concessions, restrooms, box office, judges stand) 33,000 square feet, paved, electric available Grand Prix and Rebound Arena (150x300 each) Turf Arena (200x400)

Concourse Pavilion Outdoor Arenas

The Equestrian Center hosts numerous exhibitions and shows throughout the year. The City seeks a Manager that will promote, increase the use of, and generate additional revenue streams at this Facility beyond these uses to help make the Facility self-sustaining. Ritz Theatre and Museum

The mission of the Ritz Theatre and Museum is to research, record, and preserve the material and artist culture and present in an educational or entertaining format, the many facets of African American life in Northeast Florida that make up the historical and cultural legacy of this community. The Ritz's auditorium and lobby reception are available for rental. The Theatre auditorium has 402 seats, and the lobby reception area has capacity for up to 150 people for a seated banquetstyle reception. The Museum consists of 11,000 square feet and houses a permanent collection of artifacts, objects, photographs, documents and assorted items that assist in the interpretation and understanding of local history and puts into perspective the role of African Americans in the development of the region and nation, including the song Lift Every Voice and Sing composed by two noted native sons of Jacksonville, brothers James Weldon Johnson and John Rosamond Johnson. The Ritz Theatre and Museum also presents a broad range of related public programs and special events. The museums permanent collection continues to grow through ongoing
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scholarly research and donations of objects, documents, photographs and other significant materials from the community.
II. SCOPE OF SERVICES

A. General: Manager will perform the Services in good faith and in prompt, diligent, cost-effective, and efficient manner that is consistent with the practices and professional standards used for other similar first class facilities. It is the intent of the parties that Manager will have exclusive authority over the day-to-day operation of the Facilities and all activities therein, subject to pre-existing agreements and any rules established by City (so long as such rules do not unreasonably interfere, impede or impair the ability of Manager to effectively manage the Facilities or to achieve its approved budgeted objectives). City shall ensure that Manager receives written copies of such rules (including without limitation any methodology pertaining to the allocation of any costs and expenses by City to the Facilities as permitted herein). At Managers request, City will provide reasonable assistance and cooperation to Manager, including the supply of any data and information necessary for Manager to provide the Services. Manager shall undertake for City the supervision of all subcontractors, concessionaires and all other contracting parties to the pre-existing agreements and assume responsibility for any and all negotiations, renewals, extensions and the enforcement of, such pre-existing agreements. B. Citys Right to Make Changes. City may unilaterally require, by written order, changes altering, adding to, or deducting from the Services (Changes), provided that such Changes are within the general scope of this Contract. Manager shall have thirty (30) days from the date it receives notice of the Change to request an equitable adjustment to this Contract price to account for any additional costs resulting from such Changes. Such equitable adjustments shall require the written consent of each party, which consent shall not be unreasonably withheld. The parties will cooperate with each other in good faith in discussing the scope and nature of the Change, the availability of Manager personnel, the expertise and resources to provide such Change. City may revoke a Change request at any time. C. Provide Facility Management and Operational Services 1. Provide all services, systems and materials needed to operate, supervise, manage, market, and maintain the Facilities in the most efficient manner consistent with operations of other similar first class facilities. 2. Perform flexibly in a dynamic and ever changing scenario with minimal oversight from the City. Efficiencies in management and operations, effectiveness in cost control, and assured customer satisfaction must be hallmarks of performance. 3. Provide overall site management, including: identification of emerging customer work requirements; work management and control; facilities data and record files control; procurement/provision of services; equipment, property and key control; safety and environmental management and monitoring; quality control; disaster/emergency preparedness; outages, shutdowns, digging permits coordination; and expertise in managing facilities maintenance and support services. 4. Provide support services, including, but not limited to the full spectrum of facilities, buildings, equipment and mechanical, electrical, plumbing, HVAC, and fire detection/protection systems recurring and preventative maintenance; specific repair and alterations work orders over and above recurring work; grounds maintenance and landscaping; maintenance of parking lots, paved areas and drainage structures, appurtenances and ditches; custodial services; security guards services; pest and rodent control; and related facilities and services. 5. Prepare and submit to the City a comprehensive work plan outlining the manner by which the Manager will staff and provide all required management and services. This will include a breakdown of key staffing by individual and qualifications, names and key supervisors for all subcontractors, and work management, control and operating procedures. The scope of services
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as described in this RFP outlines promotional, operational and maintenance needs as currently envisioned. However, it is the intent of the City to enter into an agreement with a Manager who has the capability and experience of successfully providing integrated, full service, whole-site support services, preferably at other similar facilities. 6. Prepare an emergency preparedness plan for each Facility. 7. Supervise and direct the work of all employees and personnel. 8. Maintain and supervise detailed, accurate and complete financial and other records of all of its activities in accordance with generally accepted accounting principles 9. Negotiate, administer and assure compliance with all advertising agreements, and all concession agreements for the Facilities, including the food, beverage and novelty agreements (if any). 10. Negotiate and enter into service contracts required in the ordinary course of business of promoting, operating, managing, and maintaining the Facilities, including, without limitation, contracts for engineering services, telephone, staffing personnel (including guards and ushers), extermination and other services which are reasonably necessary. To the extent Manager will use City funds or will be reimbursed by the City for any costs for such contracts, the contracts must be procured in accordance with the procurement requirements of the Contract in Section 3 General Terms and Conditions. 11. Establish and adjust prices, rates and rate schedules for the aforesaid licenses and agreements, advertising contracts and concession agreements and any other Facilities commitments to be negotiated by Manager in the course of its management of the Facilities. In determining such prices and rate schedules, Manager shall evaluate comparable charges for similar goods and services at similar and/or competing facilities in order to establish in the Citys annual budget (fiscal year October 1 through September 30) a range of prices and rates, and shall consult with the City on any rate adjustments at the Facilities. 12. Pay all promotion and operating expenses for the Facilities from Facilities accounts established pursuant to the management agreement(s) using gross revenues deposited therein and other funds provided by the City to fund operating deficits, if any. 13. Attend all meetings and public hearings relative to the Services where Managers presence is determined to be necessary and requested by City and Manager can reasonably schedule its appearance. D. Provide Complete Maintenance Services of all Facilities and Building Systems 1. To the extent the City makes budgeted funds available, maintain the Facilities in the condition received, reasonable wear and tear excepted. 2. To the extent the City makes budgeted funds available, purchase or lease all non-capital, event-related ordinary maintenance supplies and equipment for the operation and maintenance of the Facilities, including the contracting of budgeted extraordinary repairs and maintenance expenditures. 3. Ensure that the Facilities remain in good condition through regular preventative and routine maintenance activities. 4. Perform regular service concessions/kitchen equipment. 5. E. on the major building systems, components, and

Perform indoor pest control services.

Provide Grounds Maintenance Services 1. Keep lawn and grounds free of debris and litter.
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RFP No. P-08-12

2.

Perform lawn pest control services.

3. Ensure lawn and landscaping areas are well maintained and neat in appearance at all times. 4. F. Keep parking and overflow parking areas smooth and useable at all times.

Provide Janitorial Services 1. 2. 3. Provide daily trash removal and cleaning of restrooms. Provide dusting, vacuuming, polishing, etc., on a regular interval. Provide intensive event day janitorial and clean-up activities.

G.

Provide Security Services 1. Keep premises safe at all times from theft and vandalism using fencing, electronic surveillance systems, on-site guards, or a combination of the above. 2. Provide increased security levels during events to ensure the safety of attendees and show participants.

H.

Provide Food, Beverage and Concession Services 1. Operate and staff concession stands during events as appropriate for the nature of the event.

I.

Provide Ticketing and Box Office Services 1. 2. Provide for the printing, sale, delivery and pick-up of tickets for ticketed events Establish web-site for the sale of tickets to events.

3. Hold in escrow, in an interest bearing account (s) in a depository in the City of Jacksonville, any ticket sale revenues, which Manager receives in the contemplation of or arising from, an event pending the completion of the event. Such escrow monies are to be held for the protection of ticket purchasers, the City and Manager, and to provide a source of funds, as required for such payments to performers and for such payments of direct incidental expenses in connection with the presentation of events as may be required contemporaneously with the event. Following the satisfactory completion of the events, Manager shall make a deposit of any excess funds remaining in such escrow account(s) into operating account(s). Interest accrued in the operating account(s) and the escrow account(s) shall be part of the operating revenue so long as Manager is not required to pay such interest to the promoter pursuant to its respective license agreement with the promoter. Bank service charges, if any, on such account (s), shall be considered an operating expense of the Facilities. J. Provide Marketing of the Facilities Locally, Regionally, and Nationally to Attract Profit Making Events to the Facilities, and to Promote Tourism to the Jacksonville Area 1. Actively and continuously advertise, market, and promote the Facilities in local, regional, national, and international forums through all available media (trade publications, social media, internet, radio, television, etc.) to make known their availability for rental, and otherwise promote the City of Jacksonville. 2. Proactively seek local events to the venue such as graduations, high school soccer tournaments, car and boat shows, etc. to raise revenues. 3. Manager shall not enter into sponsorships or other agreements regarding the use of the Facilities or advertisement in the Facilities with companies or other businesses, the advertisement
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of whose products or services conflict in the sale of such items with any exclusivity arrangements of the City or of any tenant or user under agreements for the Facilities entered into by the City (provided that the City gives Manager copies of such arrangements or agreements on or prior to the later of commencement of the Initial Term or the Citys execution and delivery of such arrangements or agreements). 4. Make Managers staff reasonably available for press conferences and other public appearances relating to Managers responsibilities under this Agreement. Manager will not hold any press conferences, issue any press release, or to the extent predictable, engage in any discussions with the media specifically related to the Facilities without prior written consent of the City. 5. Develop and furnish to the City a written marketing plan and schedule of event booking as consistent with the reporting requirements set forth herein and such other requirements as may be mutually agreed upon by the parties from time to time. 6. Develop and implement public relations activities for the Facilities and submit same in the form of a written plan or procedures manual to City within ninety (90) says of execution of this Agreement. 7. Coordinate all advertising, licensing, promotional activities, marketing, and public relations of the Facilities except as directed by the City. 8. Prepare, update, and implement a business plan for each Facility to increase utilization and achieve maximum and optimal financial results, including the identification, and strategy for pursuit of, additional opportunities for each Facility. Include in the business plan a strategy to defray costs and fees to increase utilization by the City itself, and similar nonprofit entities, and develop, propose and implement the City (as owners) use of each Facility subject to availability at no cost to the City for meetings, seminars, training classes, emergencies, or other City sanctioned commercial or noncommercial purposes or for public purposes (but excluding, however, national or regional touring events). 9. Propose and implement community initiatives that increase goodwill and support local events within Duval County, even if the local event itself is not located within any Facility. 10. In addition to the traditional uses of the Facilities, develop and recommend to the City additional and innovative means to promote the City of Jacksonville and/or increase utilization of the Facilities (e.g., movie, television, radio and entertainment productions, whether at any Facility or in Duval County generally). K. Negotiate and Administer all Use, License and/or Occupancy Agreements for the Facilities in Accordance with Any City Policies. 1. Agreements shall be executed by Manager in its own name on behalf of the City but only for a term of not more than the remaining term of the Managers contract with City, and in compliance with any and all third party contracts. Agreements that extend beyond the term of Managers contract with City shall require prior approval of City. Notwithstanding the foregoing, Manager shall not be required to execute agreements for use of the Facilities for City events at the Facilities which are previously approved in writing by the City. 2. Follow the established booking policies of the City and hold the master set of all booking records and schedules. 3. Immediately upon the execution of the Contract, Manager shall review the Citys current booking policy and recommend changes, if any. Manager's recommended changes shall be subject to the approval of the City. After the City approves any recommended change, the City will notify Manager of the revised booking policies. 4. Manager may not license any portion of the Facilities for more than thirty (30) consecutive days without prior City approval. 5. Require that all users of the Facilities, except the City, provide certificates of insurance
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evidencing appropriate insurance, as Manager deems reasonable and appropriate and as agreed upon by the City. Copies of these certificates are to be kept on file with Manager. Such insurance is to be kept in force at all times by all licensees, users, lessees and concessionaires. All such liability policies shall name the City and Manager as additional insureds. Manager shall also require all users of the Facilities to execute, among the terms of the license, agreement or occupancy agreement, an indemnification clause containing an obligation to defend, running in favor of the City and Manager, the form of such clause to be subject to the City's prior approval. 6. Develop, propose, and implement a booking policy where Manager works with the City for the Citys promotion of City events at any Facility (including scheduling, costs, etc.) for the Citys benefit. L. Provide Event Day Services 1. 2. 3. 4. 5. 6. Provide parking lot attendants and collect parking fees. Provide ticket-takers. Provide seating ushers. Provide security personnel/services. Provide food, beverage and concessions service. Provide staff for wash down, trash removal, clean-up, shut down and lock up after events.

M. Provide Complete Financial and Accounting Services of all Facilities Revenues and Operational Expenses; Internal Controls. 1. Prepare annual budgets pursuant to City requirements and as may be required by any third party contract. A separate annual budget is required for each Facility. 2. Perform short- and long-term cash flow projections on a continuing basis. 3. Participate in a year-end financial audit performed by a third party auditor working for the City of Jacksonville 4. Providing to the City any national volume discounts or most-favored client status to the City for any goods or services procured by Manager on the Citys behalf 5. Establish, utilize, and report at least twice per year to the City the Managers system of internal controls to prevent waste, fraud, and theft with respect to the Services. N. Compile and Submit Periodic Reports to City 1. Written and oral reports in a format to be determined by the City on a monthly basis concerning Managers Services, including the activities in the operation, management, supervision, equipping, repair and routine maintenance of the Facilities. Such reports shall, inter alia, set forth bookings, receipts from all sources, expenditures, game day reports and such other information as City may require or request. Such report shall be due on or before the 30th day following the end of each reporting period. 2. A quarterly financial report in accordance with Sections 106.421 and 106.422 of the Municipal Code, as amended. 3. A quarterly report, or sooner upon reasonable request by City, with copies of all bank statements concerning all depository accounts. 4. As soon as available (consistent with regular reporting requirements as specified by City), and in any event within thirty (30) days of the end of each calendar month, unaudited financial statements of the Services and/or the Facilities, including without limitation, a statement of income, expenses and surplus (or deficit) for such calendar month and for the Fiscal Year to date and a statement of the operating expenses and fees for such periods, such financial
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statements to be certified by an officer of Manager as true, accurate and complete and fairly and accurately reflecting the results of the operations of the Facilities for such periods and such certificate also to include a statement whether an uncured event of default exists. 5. Within ninety (90) days after the end of each Fiscal Year, a balance sheet, a statement of profit or loss and a statement of cash flows, prepared in accordance with generally accepted accounting principles and accompanied by an independent auditor's report containing an opinion of nationally recognized, independent certified public account preparing the report. The auditor shall also give a negative assurance statement that Manager has complied with the terms, covenants, provisions and conditions of the Agreement (including review, testing and verification of calculations as applicable); and a certification of the gross operating revenues and operating expenses. The audit shall be conducted by a reputable firm selected by City. The foregoing requirement for an annual audit shall also be required of Managers material subcontractors as determined from time to time by the City during the procurement process for such subcontractor (e.g., concessionaire or other material subcontractor). 6. Notice of any actions, suits, or proceedings instituted against Manager arising out of the management, operation or promotion of the Facilities, said notice to be given five (5) business days of the first notice to Manager of the institution of such action, suit, or proceeding and to specify the amount of damages being claimed or other relief being sought, the nature of the claim, the person instituting the action, suit or proceeding, the court in which such claim is filed, and any other significant features of the claim. Additionally, Manager shall notify City of actions, suits, proceedings instituted by vendors and/or other service providers against Manager arising out of all similar facilities under management by Manager where the amount in controversy is over the sum of One Hundred Thousand Dollars ($100,000), said notice to be given on a quarterly basis (covering the immediately preceding calendar quarter). 7. A quarterly use report of how tickets to events at the Facilities were distributed, including whatever Manager received as its allotment to each event. 8. Within thirty (30) calendar days of the termination of this Agreement, a true, accurate and complete copy of all books and records of Manager regarding this management, operation, marketing and promotion of the Facilities, excluding its employee personnel records. 9. Commencing with the second year of the Contract, Manager shall engage a third party to develop and implement user/customer satisfaction surveys for each Facility (which shall be a budgeted line item), and Manager shall provide to the City the results of such customer satisfaction surveys each year on such date as the City may determine. Manager shall achieve at least an eighty percent (80%) rating; however, if Manager fails to achieve at least an eighty percent (80%) satisfaction rating, then the cost of such survey shall be borne solely by Manager. O. Provide Naming Rights, Advertising Rights and Sponsorship Services (Optional Service Managers are invited to propose for these services as part of their Response. However, the City reserves the right to award these services to another entity under a separate solicitation and not award theses services to the Manager.) 1. Provide/perform naming rights and advertising rights services which maximize revenue streams to the Facilities. 2. Secure sponsorships for events with maximize revenue streams to the Facilities. P. Provide any Other Related, Necessary Services for the Promotion, Operation, Management and Maintenance of the Facilities not Specifically Listed Above. If any services, functions or responsibilities not specifically described in this Section 4 are necessary for the proper performance and provision of the Services, they shall be deemed to be implied by and included within the scope of the Services to the same extent and in the same manner as if specifically described herein. The Manager shall be responsible for
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providing the equipment, supplies, personnel (including management, employees, and training), and other resources as necessary to provide the Services. Q. Transition Assistance. At any time prior to the date the Contract expires or terminates for any reason (the Termination Date), City may request Manager to provide reasonable transition assistance services as described herein (the Transition Assistance). In order to provide Transition Assistance to the City in the event that the Contract is terminated or expires, the Manager agrees that the City may provide written notice to the Manager retaining the Manager for a period of time until City notifies Manager that City no longer requires such Transition Assistance (at a minimum of one calendar month, plus up five (5) additional calendar months on a month-by-month basis following the Termination Date at the Citys sole and unilateral election) on the same terms and conditions set forth in the Contract (the Transition Assistance). The provisions of this section will not apply if the Contract is terminated by the Manager based on an uncured event of default by the City pursuant to the terms of the Contract. Transition Assistance shall mean any services, functions or responsibilities that are ordinarily or customarily provided to a purchaser to ensure that the services provided to that purchaser by a Manager are fully transitioned in a smooth and efficient manner to a new service provider (either City itself or a third party contractor). Transition Assistance includes the development and implementation of a detailed transition plan. To the extent that Transition Assistance will involve third parties hired by City, those third parties shall cooperate with Manager in its provision of Transition Assistance and sign any reasonable non-disclosure agreements required by Manager. Manager will endeavor in good faith to control expenditures to the lowest reasonable amount during the Transition Assistance, and Manager shall not unnecessarily impair necessary services or the quality thereof. Notwithstanding anything to the contrary herein, the City will be entitled to any other remedies available to it under law. III. PROVISIONS APPLICABLE TO EVERBANK FIELD.

The information below is provided to the Managers for guidance only, and the City makes no representations or warranties, and is not providing direction to the Managers, concerning all third party contract requirements for the Manager to perform the services (it being understood that the Manager will remain accountable at all times for meeting the standards and delivering the level of service required by the Contract and any third party contract for a Facility). Manager will actively support and assist the City in carrying out and performing the obligations of the City under and in compliance with the terms of the Citys agreements with (i) Jacksonville Jaguars, Ltd. and (ii) Gator Bowl Association, and (iii) the University of Florida and University of Georgia Athletic Associations. Notwithstanding anything to the contrary in the RFP or Contract, Manager shall not receive or hold any ticket proceeds to Jaguar NFL related events unless the Jaguars enter into an agreement for the same. Anything herein to the contrary notwithstanding, revenues and expenses with respect to Jaguar NFL-related events shall not be included in any calculations or determinations for incentive fee for Manager hereunder. Manager shall cooperate with and assist the City in maintaining a working relationship with the Jaguars and the National Football League (NFL) with respect to EverBank Field. In addition to the annual budget for each Facility to be prepared by Manager and submitted to the City as noted above, Manager also shall prepare and submit to the City and the Jaguars a proposed annual budget regarding capital expenditures and extraordinary repairs and maintenance exclusively for EverBank Field (the Stadium Budget) (see, for example, Amendment 10 to the JJL Lease). This proposed Stadium Budget and any
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changes thereto shall be subject to approval by the City. The Stadium Budget shall also include a Stadium Operating Plan which shall address the operations of the Stadium for Jaguar NFL related events and the maintenance of the Stadium and other Demised Premises as that term is defined in the Lease dated September 7, 1993, between the City and the Jaguars, as amended from time to time. Manager will be required to execute and deliver to the University of Florida and the University of Georgia, a Joinder and Consent agreement acknowledging the Managers obligations and duties as set forth in the September 1, 2010 Amendment and Restatement of Agreement for 2010-2016. IV. PROVISIONS APPLICABLE TO PRIME OSBORNE CONVENTION CENTER.

With respect to bookings at the Prime F. Osborn Convention Center, provide reasonable and advance coordination with Visit Jacksonville for events. If the City constructs a new convention center, then advise the City on best practices for bookings, scheduling, and maximum utilization of the new convention center for the subsequent development of any revised booking policies for such new venue. [End of Section 4]

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ATTACHMENT A RESPONSE FORMAT To maintain comparability and facilitate the evaluation process, Responses shall be organized in the manner set forth below. Tab delineations for each of the seven sections would be helpful. 1) Title Page: Include RFP Title, RFP Number, Managers full name, address, phone number. 2) Table of Contents: Include a clear identification of the material by section and by page number. 3) Cover Letter: Include the following: Date of Letter. RFP Title and Number Managers full corporate name, address and phone number. Managers Federal Employer ID Number. Brief Company Profile. Include statements of (i) whether the firm is local, regional, national, or international, (ii) the location of the headquarters office, (iii) the location of the local office from which most of the Services will be done, (iv) the number of partners, Managers, supervisors, and other professional staff expected to be employed at the local offices, and (iv) the range of activities to be performed by the local office. Names of the persons who will be authorized to make representations for the Manager, their titles, addresses (including email address) and telephone numbers. Acknowledgement that (i) the Response is based on the terms set forth in the RFP and all amendments thereto posted on Citys website as of the date of the Response, and (ii) the Manager will be responsible for monitoring Citys website for subsequent amendments and for either maintaining, amending or withdrawing the Response prior to the Response Due Date based on those subsequent amendments. Signature of Authorized Representative. 4) Required Forms. Attach all forms identified in Section 1, including but not limited to Attachment B and any information set forth in Attachment C, each signed by an authorized representative. Examples of the forms that may be required include: Conflict of Interest Certificate. 5) Confirmation of Minimum Requirements. Responses will ONLY be accepted from companies meeting the minimum requirements in Section 1.2 of the RFP. Manager must confirm and describe how they meet the minimum requirements. Managers are required to provide business references in writing indicating the engagement of the Manager at such facility that meets the minimum requirements in Section 1.2 above. 6) Statement of Qualifications. This portion of the Response will be used to provide information the City needs to evaluate how well the Manager meets the criteria listed in Attachment C Evaluation Criteria. Failure to provide adequate information on any criterion will result in lower scores and could result in rejection of the Response as non-responsive. Please divide this portion of the Response into ten subsections (one subsection for each of the listed criteria). 7) Pricing Proposal. Proposers shall submit pricing proposals to City in such format as would be compliant with the requirements of the IRS, including but not limited to, the pricing comply with all requirements for a qualified management contract pursuant to Internal Revenue Service Revenue Procedure 97-13 for a 10 year term management agreement. Proposers pricing proposal may also be subject to review and approval from the Citys bond counsel. [End of Attachment A]

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Attachment B CONFLICT OF INTEREST CERTIFICATE RFP No. _____________________ Proposalder must execute either Section I or Section II hereunder relative to Florida Statute 112.313(12). Failure to execute the applicable Section may result in rejection of this proposal proposal. SECTION I I hereby certify that no official or employee of the City or independent agency requiring the goods or services described in these specifications has a material financial interest in this company. _________________________________ Signature _________________________________ Name of Official (Type or Print) _________________________________ Company Name _________________________________ Business Address __________________________________ City, State, Zip Code SECTION II I hereby certify that the following named City official(s) and employee(s) having material financial interest(s) (in excess of 5%) in this company have filed Conflict of Interest Statements with the Supervisor of Elections, 105 East Monroe Street, Jacksonville, Duval County Florida, prior to proposal opening. Name _____________________________ ______________________________ _________________________________ Signature _________________________________ Name of Official (Type or Print) Title or Position Date of Filing ______________________________ ____________ ______________________________ ____________

_________________________________ Company Name _________________________________ Business Address __________________________________ City, State, Zip Code

PUBLIC OFFICIAL DISCLOSURE Section 126.112 of the Purchasing Code requires that a public official who has a financial interest in a proposal or contract make a disclosure at the time the proposal or contract is submitted or at the time that the official acquires a financial interest in the proposal or contract. Please provide disclosure, if applicable, as follows: Public Official __________________________________________ Position Held: ____________________________________________
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Position or Relationship with Proposalder: _________________________________

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ATTACHMENT C EVALUATION MATRIX The evaluations will be based upon the following criteria and Managers are requested to provide, at a minimum, the information listed under each criterion. Failure to provide adequate information on any criterion will result in lower scores and could result in rejection of the Response as non-responsive. Responses to each of the criterion will be evaluated relative to the other responses received and will be awarded a score up to the maximum score indicated below. Managers are encouraged to arrange their responses in a format that will offer ready review and evaluation of each criterion, and to incorporate responses related to the Services set forth in Section 4 above. 1. COMPETENCE (20 points maximum score). Including professional and/or technical education and training; experience in the kind of projects to be undertaken; availability of adequate personnel, equipment and facilities. List previous projects similar to the one in the RFP, which have been satisfactorily completed. Identify the proposed General Manager for each Facility, i.e., the individual who would be the Citys primary point of contact with the Manager. List this individuals credentials and prior experience promoting and managing similar facilities, and provide a detailed resume for this individual. Provide number of other staff to be assigned to each Facility, including names and resumes of key individuals to be assigned to these services. Describe staff members credentials and qualifications. List all previous or current assignments similar to the one in this RFP which have been satisfactorily completed or are currently ongoing by the Manager. Discuss the availability of adequate personnel to perform these services, and describe the Managers equipment and facilities. Discuss the procedures to replace personnel, including key personnel (whether by attrition, retirement, or otherwise), and set forth the criteria for finding a suitable replacement (e.g., minimum qualifications and experience); it being understood that once established, such criteria will be the standard by which the City will hold Manager accountable for proper staffing for each Facility and the General Manager of all Facilities. Describe and document the extent of repeat business the Manager has achieved. Provide any other information which the Manager believes demonstrates its competency to provide the requested facilities management services. The City may, in its discretion, require proposers to make an oral presentation as part of the evaluation process. If the City elects interviews, then the oral presentation will be scored as part of this Item 1 and will be allotted no more than five (5) points out of the maximum score for this category. 2. CURRENT WORKLOAD (5 points maximum score). Provide the number and size of the projects/assignments currently being performed. Discuss past ability to deliver projects on a timely basis under similar current workload conditions. Provide any other documentation or commentary which the Manager believes demonstrates its ability to successfully provide the requested facilities promotion and management services given its current workload. FINANCIAL RESPONSIBILITY (10 points maximum score). Describe form of business, i.e.,
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3.

proprietorship, partnership, corporation; years in business; changes in ownership; bank reference(s); past, present, pending and/or threatened legal proceedings within any forum; and any other information the Manager may wish to supply to demonstrate financial responsibility. Provide a general description of your companys financial condition and identify any conditions (e.g., bankruptcy, pending litigation, planned office closures, impending merger) that may impede your ability to complete upcoming projects. Identify and describe anticipated problems (if any), the Managers approach to resolving these problems and any special assistance that will be requested from the City. A Dunn and Bradstreet Credit Report and/or audited financial statement including a balance sheet for the most recently completed Fiscal Year must be submitted in order to score maximum points in this criterion. Failure to provide all listed information and documentation will result in score less than maximum for this criterion. 4. ABILITY TO OBSERVE AND ADVISE WHETHER PLANS AND SPECIFICATIONS ARE BEING COMPLIED WITH, WHERE APPLICABLE. (10 points maximum score). These services will require the use of subcontractors by the Manager(s) to maintain and repair facilities, provide support services, and accomplish alterations as necessary. Describe the experience and ability of the Manager to observe subcontractors work and determine whether said subcontractors have complied with the plans, specifications and intentions of the owner. Discuss the Managers ability to administer contracts and manage subcontractors and their performance. Evaluation of this criterion will also consider the Managers ability to interpret specifications as evidenced by the preparation of its Response to this RFP. 5. PAST AND PRESENT RECORD OF PROFESSIONAL ACCOMPLISHMENTS WITH CITY AGENCIES AND OTHERS (5 points maximum score). Provide a list of completed projects/assignments that are similar in nature and scope to those described in this RFP and include the facility owners contact person and telephone number. Describe any outstanding accomplishments that relate to specific services being sought. Responding to this evaluation criterion necessitates that Managers include statements of their past and present record of professional accomplishments or performance with any unit of the City, JEA, Duval County School Board, Jacksonville Aviation Authority, Jacksonville Port Authority, and Jacksonville Transportation Authority, if any. Responses should also describe the past and present record of professional accomplishment on projects that are similar in nature to the size and scope of professional services and/or work required under this RFP. Please describe in particular the Managers past efficiency and effectiveness of cost control in providing such services. PROXIMITY TO THE PROJECT (5 points maximum score). Document the location of Managers corporate headquarters, which, if located in Jacksonville, Florida, no further information is required under this criterion and maximum points will be awarded. If Managers corporate headquarters are not located in Jacksonville, Florida, please document the location and the nature of business of Managers branch office(s), if any, that are located in and/or that are closest to Jacksonville, Florida, the number of employee assigned thereto and the period of continuous existence thereof. Additionally, Managers are requested to demonstrate, define and provide examples of their ability to provide the services contemplated herein in a manner comparable to having a local office in Jacksonville, Florida or to show that a local office is not necessary to satisfactorily perform the services required for this project, in which event maximum points may be awarded. PAST AND PRESENT DEMONSTRATED COMMITMENT TO SMALL AND MINORITY BUSINESSES AND CONTRIBUTIONS TOWARD A DIVERSE MARKET PLACE (10 points maximum score). Responding to this evaluation criterion necessitates that Managers
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6.

7.

indicate their past and present commitment to minority, women-owned, small and emerging businesses. More specifically, responses to this evaluation criterion should include, without limitation, statements that document the Managers: (i) commitment to diversity among the directors, officers, members and/or employees that make up its firm; (ii) commitment to diversity within its community and beyond; (iii) commitment to and/or utilization of minority, womenowned, small and emerging businesses on past projects; and (iv) commitment to and/or utilization of minority, women-owned, small and emerging businesses, certified JSEBs in particular, for the project solicitation in question. 8. ABILITY TO DESIGN AN APPROACH AND WORK PLAN TO MEET THE PROJECT REQUIREMENTS (10 points maximum score). Describe the Managers understanding of the requirements of this solicitation, and its ability, approach and/or plan to satisfy the same in complete compliance with all applicable federal, state and local laws, statutes, ordinances, rules and regulations. Managers response should address the extensive list of the scope of services set forth in section II of the RFP. The selected Manager(s) will be required to prepare and submit a detailed, comprehensive work plan and budget proposal very soon after being selected and awarded the contract for these services. Please discuss the Managers ability to submit such a comprehensive, detailed plan in a timely manner after award. Please state Managers approach to meeting changing needs and developing requirements in a flexible and effective fashion. Please state Managers ability to fully deliver a wide spectrum of services from facilities operations and maintenance, facilities marketing, and event day operations; to daily support services. Please describe the Managers marketing plan for the Facilities, including all means of advertising and promotion, and the marketing plan for regional, national, and international markets. Please describe the Managers strategy for higher utilization of each Facility and the means to achieve a self-sustaining budget for the Citys Facilities (individually and in the aggregate). Describe Managers ability to provide naming and advertising rights services to generate revenue streams, and secure sponsorships for events to defray costs and generate revenues. 9. QUOTATION OF RATES, FEES OR CHARGES AND OTHER DETAILED COST PROPOSAL OR COST BREAKDOWN INFORMATION (20 points maximum score). Describe the Managers overall willingness to meet both time and budget requirements for the project, proposed total compensation or unit price quotations, including, without limitation, hourly rates, fees, or other charges that will ultimately be used during, contract negotiations to calculate or determine total compensation. Please propose a recommended compensation structure for this work scope, maximizing the Managers ability to compete and fix-price the various aspects of the work (e.g., grounds maintenance, security guard services, pest control, etc.). Also, indicate your anticipated maximum Fixed Fee and Incentive Fees (as described in the contract in Attachment D), to be in compliance with Internal Revenue Procedure 97-13. The Facilities are anticipated to generate revenues from various national and local events the Manager is able to market and attract. Please discuss how the Manager envisions these revenues being allocated to event expenses, to the Manager, to the City, and/or to a maintenance/repair escrow account.
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10.

THE VOLUME OF CURRENT AND PRIOR WORK PERFORMED FOR USING AGENCIES SHALL BE CONSIDERED A MINUS FACTOR (5 points maximum score). Provide a list of all local government projects on which Manager has been awarded fees during the past five (5) years. Include only those projects on which Manager was the Prime Manager (do not delete fees paid to subcontractors or others). Such list shall include all work for the City of Jacksonville and the agencies listed in Criteria #5 above. If the Manager has not performed work for any of these entities during the past five (5) years, the Response should so clearly state. Failure to provide complete and accurate information will result in lower score on evaluation. Failure to list amounts of all fees may result in rejection of proposal as non-responsive.

[End of Attachment C]

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ATTACHMENT D FACILITIES MANAGEMENT CONTRACT THIS CONTRACT (Contract), is dated __________, 2012 (the Effective Date), and is entered by and between the City of Jacksonville (the City), a municipal corporation existing under the Constitution and the laws of the State of Florida, and _________________________(the Manager), a ______________ [corporation] authorized to transact business in Florida. WITNESSETH: WHEREAS, the City issued RFP No. _______ for the professional management of certain Cityowned facilities (the Facilities) in order to increase revenues, decrease expenditures, and maximize the utilization of these Facilities by and for the benefit of the public as defined therein (the RFP); WHEREAS, pursuant to chapter 126, part 3, of the City of Jacksonville Ordinance Code, the City has determined that Manager is the best and most qualified operator to enter into an agreement for the management of the Facilities, on the terms and conditions set forth in this Contract, and the Managers Proposal is attached hereto as Exhibit C and incorporated herein by this reference (the Proposal); and WHEREAS, Manager, a private company specializing in management of public facilities, agrees to promote, operate, manage and maintain the Facilities for City on the terms and conditions herein contained; WHEREAS, the parties have negotiated revisions deemed necessary for the Services to be performed and the payment for the same, and the parties therefore wish to set forth this understanding in writing in this Contract. NOW THEREFORE, in consideration of the premises and the mutual covenants contained below, the parties agree as follows: Article 1. RECITALS The Recitals set forth above are true and correct and incorporated herein by this reference. Article 2. DEFINITIONS [To be determined] Other capitalized terms not defined in this Article shall have the meanings assigned to them elsewhere in this Contract. Article 3. SERVICES The Services set forth in Section 4 of the RFP are attached hereto as Exhibit A incorporated herein by this reference. Article 4. GENERAL TERMS AND CONDITIONS The General Terms and Conditions set forth in Section 3 of the RFP are attached hereto as Exhibit B and incorporated herein by this reference.
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Article 5. COMPENSATION AND PAYMENT [To be determined]

5.1 Total Compensation. As total compensation for the Services, Manager shall be entitled to and shall receive payment in accordance with this Article. In no event shall the Citys fees be allocated to any corporate or headquarters expenses of Manager. 5.2 5.3 5.4 5.5 5.6 Fixed Fees. Incentive Fees. Calculation of Fees. Payment of Fees. Prompt Payment Act; Invoicing Procedures.

5.7 Revenue Procedures 97-13. The payment provided by City to Manager shall at all times be compliant with the requirements of the IRS, including but not limited to, all requirements for a qualified management contract pursuant to Internal Revenue Service Revenue Procedure 97-13 for a 10 year term management agreement. 5.8 Best Pricing for Comparable Services to Other Government Entities. During the Term, if Manager offers better pricing to other government entities for substantially the same Services at a likesized Facility (Better Pricing), then the price under this Contract for that Facility shall be immediately reduced to the better price. City may require Manager to certify on an annual basis that Better Pricing (as defined above) does not exist. Pricing offered by Manager to a third party prior to the Effective Date of this Contract shall not be considered as Better Pricing under this Section. 5.9 Right of Setoff. City may, in addition to other remedies available at law or equity and upon notice to Manager, retain such monies from amounts due Manager as may be necessary to satisfy any claim for damages, penalties, costs and the like asserted in good faith by City against Manager. 5.10 Maximum Indebtedness. As required by Section 106.431, Municipal Code, Citys maximum indebtedness, for all products and services under this Contract shall be a fixed monetary amount. For the first partial fiscal year, the not to exceed amount shall be _______________________($_______________. For the first full fiscal year commencing October 1, 2012 and ending September 30, 2013, the not-to-exceed amount shall be _______________________($_______________). Thereafter, the parties shall establish the not-toexceed amount through the annual budget process. Article 6. REVENUES, EXPENSES, AND CAPITAL ITEMS [To be determined] Article 7. NOTICES Until changed by written notice, all formal notices and communications shall be addressed as follows, and sent via certified mail (return receipt requested) or overnight delivery:
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As to City: As to Manager:

As set forth in Section III of the RFP ______________________________ ______________________________ ______________________________ ______________________________ ______________________________ ______________________________ Article 8. MISCELLANEOUS [To be determined]

With copy to:

8.1 Conflicting Provisions. In the event of conflicting provisions, the following sections of this Contract will have priority in the order listed: The Contract, the Services in Exhibit A (as may have been conformed pursuant to the RFP addendum process), the General Terms and Conditions in Exhibit B (as may have been conformed pursuant to the RFP addendum process), and last the Proposal in Exhibit C. If any exceptions are made by Contractor in Exhibit C, then the same are void and of no force and effect unless expressly and affirmatively accepted by City in this Article 8 of the Contract. 8.2 Counterpart and Facsimile Signatures. This Contract may be executed in several counterparts, each of which shall be deemed an original, and all of such counterparts together shall constitute one and the same instrument IN WITNESS WHEREOF, the parties have executed this Contract as of the day and year first above written. ATTEST: CITY OF JACKSONVILLE

By ______________________________ Neill W. McArthur, Jr. Corporation Secretary

By _____________________________ Alvin Brown Mayor

In accordance with the Ordinance Code, of the City of Jacksonville, I do hereby certify that there is an unexpended, unencumbered, and un-impounded balance in the appropriation sufficient to cover the foregoing agreement; and that provision has been made for the payment of monies provided therein to be paid. ______________________________________ Director of Finance City Agreement Number:_______________ Form Approved: _________________________ Office of General Counsel Procurement Award: ________
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ATTEST:

Insert Name of Manager.

By_______________________________ Signature _______________________________ Type/Print Name _______________________________ Title

By______________________________ Signature ______________________________ Type/Print Name ______________________________ Title

[End of Attachment D]

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