Agreement with VAI Resorts

AGREEMENT WITH VAI RESORTS, LLC
FOR BLACK LOT PARKING MANAGEMENT SERVICES

This Services Agreement (“Agreement”) is entered into and effective between the CITY OF GLENDALE,
an Arizona municipal corporation ("City") and VAI Resorts, LLC, a Arizona limited liability company,
authorized to do business in Arizona (“Consultant”) as of the 1st day of February 2026 (“Effective Date”).

RECITALS

On February 19, 2025 , the City issued Request for Proposal (“RFP”) 25-46, which is attached
hereto as Exhibit A, soliciting proposals from interested parties to provide comprehensive parking
management services for off-street parking of the City-owned surface parking lot generally known
as the “Black Lot”, located generally at 91st Avenue, north of Montebello Avenue, east of 95th
Avenue, and south of Cardinals Way, in the Sports and Entertainment District; and

On or about March 20, 2025, Consultant submitted its Response Workbook and Offer Sheet to
RFP 25-46, which is set forth in the attached Exhibit B, describing how it would implement the
requirements of the RFP, conduct parking operations and security and share revenue and
management fees with the City; and

On April 15, 2025, the City issued a Notice of Intent to Award the contract for Black Lot Parking
Management Services to Consultant; and

Consultant agrees to provide City with parking management services (“Services”) consistent with
the requirements of RFP 25-46 and its Response Workbook and Offer Sheet, which collectively
comprise the Scope of Work (“Scope” or “SOW”) and with industry-best practices and the standards
set forth in this Agreement, in order to complete the SOW; and

The Parties acknowledge and agree that the Parking Management Services being performed under
this Agreement are conditioned upon and may be impacted by the terms and conditions of the
Amended and Restated Development Agreement between the City of Glendale and VAI Resorts,
LLC dated June 13, 2023 and assigned City Contract No. C20-0840-2 and as further amended on
November 6, 2024 and assigned City Contract No. C20-0840-3 (hereinafter collectively
“Development Agreement”), the City of Glendale Ground Lease dated February 25, 2025 and
assigned City Contract No. C25-0217 (“hereinafter “Ground Lease”), and the Stadium Parking
Settlement Agreement among the City, the Arizona Cardinals Football Club LLC and the Arizona
Tourism and Sports Authority dated November 15, 2016 (hereinafter “Parking Agreement”).

City and Consultant desire to memorialize their agreement with this document.

AGREEMENT

The parties hereby agree as follows:

1.

Key Personnel; Other Consultants and Subcontractors.

Services. Consultant, in conjunction with is subcontractor, Parking Management Company, will
ptovide all Services necessary to assure the Scope is completed timely and efficiently consistent
within its requirements, including, but not limited to, working in close interaction and interfacing
with City and its designated employees, and working closely with others, including other consultants
or contractors, retained by City.

Schedule. The Services will be undertaken in a manner that ensures the SOW is completed in a
timely and efficient manner.

Consultant’s Work.

3.1

3.2

3.3

Standard. Consultant must perform Services in accordance with the standards of due

diligence, care, and quality prevailing among consultants having substantial experience with
the successful furnishing of Services for projects that are equivalent in size, scope, quality,
and other criteria under the SOW and identified in this Agreement.

Licensing. Consultant warrants that:

a.

Consultant currently holds all appropriate and required licenses, registrations and
other approvals necessary for the lawful furnishing of Services ("Approvals"); and

Neither Consultant nor any Subconsultant has been debarred or otherwise legally
excluded from contracting with any federal, state, or local governmental entity
("Debarment").

(1) City is under no obligation to ascertain or confirm the existence or issuance
of any Approvals or Debarments, or to examine Consultant's contracting
ability.

(2) Consultant must notify City immediately if any Approvals or Debarment
changes during the Agreement's duration. The failure of the Consultant to
notify City as required will constitute a material default under the Agreement.

Compliance.

a.

Services will be furnished in compliance with applicable federal, state, county and
local statutes, rules, regulations, ordinances, building codes, life safety codes, and
other standards and criteria designated by City.

Services will also be furnished in compliance with the terms and conditions of the
Development Agreement, Ground Lease and Parking Agreement (collectively, the
“Applicable Agreements”). For purposes of this section, “Compliance” shall
include, but is not limited to, Consultant, at its sole cost and expense, removing any
and all unauthorized vehicles remaining in the Black Lot Parking Lot by by 9:00 a.m.
the day of an “Event” as defined in the Parking Agreement, unless otherwise directed
by City.

In the event Consultant fails to meet its obligations under subsection (a.) and (b.)
above, nothing in this Agreement shall be construed to prohibit the City from
engaging in self-help to remove any and all vehicles remaining in the Black Lot should
Consultant fail to comply with the obligations contained in the Parking Agreement.

Any failure of Consultant to meet the requirements of any Applicable Agreement
shall subject Consultant to: (i) claims of indemnification as provided in Section 8.2
below; (ii) a claim or claims for reimbursement for any costs the City incurs to
remove any and all vehicles remaining in the Black Lot should Consultant fail to
comply with the obligations contained in the Parking Agreement, which shall be due
and paid to the City with 5 business days of the City exercising its right to engage in
self-help as provided in subsection (c.) above; (iii) termination for cause as provided
in Section 6.2 below; and (iv) any other remedies available under any applicable law.
Further, should Consultant fail to meet its obligations to comply with the Parking
Agreement twice in a calendar year, including, but not limited to Consultant’s failure

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to remove any and all unauthorized vehicles remaining in the Black Lot Parking Lot
by 9:00 a.m.. the day of an Event or such other time as directed by the City, the City
may, in its sole unreviewable discretion, also exercise its right to terminate this
Agreement either For Convenience or For Cause consistent with Section 6 herein.

e. Consultant must not discriminate against any employee or applicant for employment
on the basis of race, color, religion, sex, national origin, age, marital status, sexual
orientation, gender identity or expression, genetic characteristics, familial status, U.S.
military veteran status or any disability. Consultant will require any Sub-contractor to
be bound to the same requitements as stated within this section. Consultant, and on
behalf of any subcontractors, warrants compliance with this section.

3.4 Work Product.

a. Ownership. Upon receipt of payment for Services furnished, Consultant grants to
City exclusive ownership of and all copyrights, if any, to evaluations, reports,
drawings, specifications, project manuals, surveys, estimates, reviews, minutes, all
"architectural work" as defined in the United States Copyright Act, 17 U.S.C § 101,
et seq., and other intellectual work product as may be applicable ("Work Product"), if
applicable.

(1) This grant is effective whether the Work Product is on paper (e.g, a "hard
copy"), in electronic format, or in some other form.

(2) Consultant warrants, and agrees to indemnify, hold harmless and defend City
for, from and against any claim that any Work Product infringes on third-
party proprietary interests.

b. Delivery. Consultant will deliver to City copies of the preliminary and completed

Work Product promptly as they are prepared.

c. City Use.
(1) City may reuse the Work Product at its sole discretion.

(2) In the event the Work Product is used for another project without further
consultations with Consultant, the City agrees to indemnify and hold
Consultant harmless from any claim arising out of the Work Product.

(3) In such case, City will also remove any seal and title block from the Work
Product.

Compensation for Performance of Work in SOW.

a. Compensation. As provided in RFP 25-46 and the Consultant's Response
Workbook thereto, the performance of the work in the SOW, including those furnished by its
Subconsultants or Subcontractors will be undertaken at no cost to the City. Instead, Consultant will
provide revenue sharing to the City at an initial yearly fixed fee of $500,000. This fixed fee will
increase each year by the Consumer Price Index for All Urban Consumers for the Phoenix-Mesa-
Scottsdale, Arizona or 3%, whichever is lower. The City’s Compensation is found under the heading
“Revenue Sharing Proposal” on page 11 of Exhibit B.

b. The Compensation paid to the City pursuant to Section 4(a) above has been
calculated based on the square footage of the Black Lot as defined in RFP 25-46 and as legally
described in this Agreement as of its Effective Date. Should the City sell, transfer, or otherwise
reduce the size or the number of parking spaces available on the Black Lot at any time this Agreement

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remains in effect, the then-current yearly fixed fee shall be proportionately reduced to reflect the
new size or number of parking spaces for which Consultant is providing Services.

c. Consultant is providing City with parking management services (“Services”)
consistent with the SOW and with industry-best practices and the standards set forth in this
Agreement, in order to complete the SOW. The SOW includes, but is not limited, operation,
maintenance and routine repairs of the Black Lot as defined herein. The SOW does not include the
complete resurfacing, sealcoating or similar treatment of the Black Lot or the removal and
replacement of the surface of the Black Lot by milling, overlaying and installing new asphalt, which
shall remain the responsibility of the City.

d. Additional services which are outside the Scope contained in this Agreement may
not be performed by the Consultant without prior written authorization from the City.

e. Notwithstanding the incorporation of the Exhibits to this Agreement by reference,
should any conflict arise between the provisions of this Agreement and the provisions found in the
Exhibits and accompanying attachments, the provisions of this Agreement shall take priority and
govern the conduct and obligations of the parties, except that the provision of the Applicable
Agreements shall take precedence over any conflicting term or condition of this Agreement.

Billings and Payment. Consultant shall pay the annual fixed fee in equal monthly installments
beginning on February 1, 2026 and pay each monthly installment by the 5" day of each successive
month. A late fee of $25 per day shall be due and payable for any payment not received within 10
days of the due date.

Termination.

6.1 For Convenience. City may terminate this Agreement for convenience, without cause, by
delivering a written termination notice stating the effective termination date, which may not
be less than 24 months following the date of delivery. In the event the City terminates this
Agreement pursuant to this section:

a. Consultant will be entitled to a refund of a pro rata amount of any annual fixed fees
paid by Consultant to the City for the period after the effective date of the
termination.

b. Consultant will be reimbursed for the then current fair market value or the

depreciated value, whichever is less, of any structure, fixture, equipment, good or
personal property installed, supplied or used by the Consultant to perform the
Services consistent with the SOW and with industry-best practices and the standards
set forth in this Agreement, provided: (j) the item(s) cannot be removed without
causing substantial damage to the item itself or the surface or subsurface of the Black
Lot; (ii) the City agrees to accept possession, control or ownership of the same; and
(ii) the City agrees upon the amount Consultant seeks in reimbursement, which shall
be the lesser of the current fair market value or the depreciated value as provided
above. Nothing in this section or this Agreement requires the City to accept or
reimburse Consultant for any item remaining on-site after termination of this
Agreement if the provisions of this subsection have not been met.

6.2 For Cause. City may terminate this Agreement for cause for the following:
a. Consultant fails to cure any breach of this Agreement; or

b. A levy or an attachment is issued against all or any material portion of the Black Lot
resulting from a final judgment against Consultant or City for which all appeal periods have
expired and which is not fully covered by insurance and, or any bankruptcy, reorganization,

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attangement, insolvency or liquidation proceedings or other relief under any bankruptcy law
or similar law for the relief of debtors instituted by or against Consultant (including
subcontractors, subsidiaries and any other Person that directly, or indirectly through one or
mote intermediaries, controls, is controlled by, or is under common control with, Consultant
(Affiliates). Such cause may specifically include: (i) Consultant or Affiliates being generally
unable to pay its debts as such debts become due; (ii) a general assignment or similar
arrangement by Consultant or Affiliates for the benefit of its creditors occurs; (iii) Consultant
ot Affiliate files a petition for relief under applicable bankruptcy, insolvency, or similar
debtor relief laws; (iv) a petition for relief under applicable bankruptcy, insolvency, or similar
debtor relief laws is filed by any Petson against Consultant or Affiliate which is consented to
by Consultant or Affiliate; (v) the appointment or petition for appointment of a receiver,
custodian, trustee, or liquidator to oversee all or any substantial part of Consultant’s or
Affiliates assets or the conduct of its business; (vi) any action by Consultant or Affiliate for
dissolution of its operations; or (vii) any other similar proceedings in any relevant jurisdiction
affecting the financial condition of the City or Consultant or Affiliate.

c. Termination for Cause will become effective seven days after receipt of written
notice as required or permitted in Section 13 herein, specifying the breach, and Consultant
has failed to cure said breach within said time period.

d. Consultant will not be entitled to payment for any Services performed before
Termination for Cause. In addition, in the event of a Termination for Cause, the patties
agree that any further payment obligations of Consultant shall cease upon the effective date
of such termination and Consultant will be entitled to a refund of a pro rata amount of any
annual fixed fees paid by Consultant to the City for the period after the effective Date of the
termination.

Conflict. Consultant acknowledges this Agreement is subject to A.R.S. § 38-511, which allows for
cancellation of this Agreement in the event any person who is significantly involved in initiating,
negotiating, securing, drafting, or creating the Agreement on City's behalf is also an employee, agent,
ot consultant of any other party to this Agreement.

Insurance. For the duration of the term of this Agreement, Consultant shall procure and maintain
insurance against claims for injuries to persons or damages to property which may arise from or in
connection with the performance of all tasks or work necessary to complete the SOW as herein
defined. Such insurance shall cover Consultant, its agent(s), representative(s), employee(s) and any
subcontractors. Notwithstanding the foregoing, the parties agree that the insurance coverage of
Consultant, as set forth hereunder and in any other sections of this Agreement shall not apply in
connection with any claims which arise on any days that Consultant does not have control over the
Black Lot, as set forth in the Parking Agreement, except to the extent that a claim arises in connection
with any equipment and/or fixtures located on and installed by Consultant at the Black Lot.

8.1 Minimum Scope and Limit of Insurance. Coverage must be at least as broad as:

a. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01,
including products and completed operations, with a general aggregate limit of no
less than $5,000,000 and a per occurrence for bodily injury, personal injury, and
property damage of $2,000,000. This CGL policy must cover independent
contractors’ liability, contractual liability, broad form property coverage, XCU
hazards and a separation of insurance provision.

Automobile Liability: Insurance Services Office Form Number CA 0001 covering
Code 1 (any auto), with limits no less than $2,000,000 per accident for bodily injury
and property damage.

Worker's Compensation: Insurance as required by the State of Arizona, with
Statutory Limits, and Employers’ Liability insurance with a limit of no less than
$2,000,000 per accident for bodily injury or disease.

8.2. Indemnification.

a.

To the fullest extent permitted by law, Consultant must defend, indemnify, and hold
harmless City and its elected officials, officers, employees and agents (each, an
"Indemnified Party," collectively, the "Indemnified Parties") for, from, and against
any and all claims, demands, actions, damages, judgments, settlements, personal
injury (including sickness, disease, death, and bodily harm), property damage
(including loss of use), infringement, governmental action and all other losses and
expenses, including attorneys’ fees and litigation expenses (each, a "Demand or
Expense" collectively "Demands or Expenses") asserted by a third-party (ic. a
person or entity other than City or Consultant) and that arises out of or results from
the breach of this Agreement by the Consultant or the Consultant’s negligent actions,
ettors or omissions (including any Subconsultant or Subcontractor or other person
or firm employed by Consultant), whether sustained before or after completion of
the work n the SOW

This indemnity and hold harmless provision applies even if a Demand or Expense is
in part due to the Indemnified Party's negligence or breach of a responsibility under
this Agreement, but in that event, Consultant will be liable only to the extent the
Demand or Expense results from the negligence or breach of a responsibility of
Consultant or of any person or entity for whom Consultant is responsible.

Consultant is not requited to indemnify any Indemnified Parties for, from, or against
any Demand or Expense resulting from the Indemnified Party's sole negligence or
other fault solely attributable to the Indemnified Party.

Notwithstanding the foregoing, the indemnification obligations set forth hereunder
and in any other sections of this Agreement shall not apply on any days that
Consultant does not have control over the Black Lot, as set forth in the Parking
Agreement, except to the extent that a Demand or Expense arises in connection with
a claim of negligent or willful actions or omissions of Consultant related to any
equipment and/or fixtures located on and installed by Consultant at the Black Lot.

8.3 Other Insurance Provisions. The insurance policies required by the Section above must
contain, or be endorsed to contain the following insurance provisions:

a

The City, its officers, officials, employees and volunteers are to be covered as
additional insureds of the CGL and automobile policies for any liability arising
from or in connection with the performance of all tasks or work necessary to
complete the SOW as herein defined. Such liability may arise, but is not limited to,
liability for materials, parts ot equipment furnished in connection with any tasks, or
work performed by Consultant or on its behalf and for liability arising from
automobiles owned, leased, hired or borrowed on behalf of the Consultant. General
liability coverage can be provided in the form of an endorsement to the Consultant’s

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8.4

8.5

8.6

8.7

8.8

existing insurance policies, provided such endorsement is at least as broad as ISO
Form CG 20 10, 11 85 or both CG 20 10 and CG 23 37, if later revisions are used.

b. For any claims related to this SOW, the Consultant’s insurance coverage shall be
ptimary insurance with respect to the City, its officers, officials, employees, and
volunteers. Any insurance or self-insurance maintained by the City, its officers,
officials, employees or volunteets shall be in excess of the Consultant’s insurance and
shall not contribute with it.

c. Fach insurance policy required by this Section shall provide that coverage shall not
be canceled, except after providing notice to the City.

Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best
rating of no less than A: VII, unless the Consultant has obtained prior approval from the
City stating that a non-conforming insurer is acceptable to the City.

Waiver of Subrogation. Consultant hereby agrees to waive its rights of subrogation
which any insurer may acquire from Consultant by virtue of the payment of any loss.
Consultant agtees to obtain any endorsement that may be necessaty to effect this waiver of
subrogation. ‘The Workers’ Compensation Policy shall be endorsed with a waiver of
subrogation in favor of the City for all work performed by the Consultant, its employees,
agent(s) and subcontractor(s).

Verification of Coverage. Within 10 days of the effective date of this Agreement, Consultant
shall furnish the City with original certificates and amendatory endorsements, or copies of
any applicable insurance language making the coverage required by this Agreement effective.
All certificates and endorsements must be received and approved by the City before work
commences. Failure to obtain, submit or secure the City’s approval of the required insurance
policies, certificates or endorsements priot to the City’s agreement that work may commence
shall not waive the Consultant’s obligations to obtain and verify insurance coverage as
otherwise provided in this Section. The City reserves the right to require complete, certified
copies of all required insurance policies, including any endorsements or amendments,
required by this Agreement at any time during the Term stated herein.

Consultant’s failure to obtain, submit or secure the City’s approval of the required insurance
policies, certificates or endorsements shall not be considered a Force Majeure or defense for
any failure by the Consultant to comply with the terms and conditions of the Agreement,
including any schedule for performance or completion of the SOW.

Subcontractors. Consultant shall require and shall verify that all subcontractors maintain
insurance meeting all requirements of this Agreement.

Special Risk or Circumstances. ‘Ihe City reserves the right to modify these insurance
requirements, including any limits of coverage, based on the nature of the tisk, prior
expetience, insurer, coverage or other circumstances unique to the Consultant, the SOW or

the insurer.

E-verify, Records and Audits. To the extent applicable under A.R.S. § 41-4401, the Consultant
wartants its compliance and that of its Subconsultants with all federal immigration laws and
regulations that relate to their employees and compliance with the E-verify requirements under
ARS. § 23-214(A). The Consultant or Subconsultant’s breach of this warranty shall be deemed a
material breach of the Agreement and may result in the termination of the Agreement by the City
under the terms of this Agreement. The City retains the legal right to randomly inspect the papers
and records of the other party to ensure that the other party is complying with the above-mentioned
warranty, The Consultant and Subconsultant warrant to keep their respective papers and records

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10.

11.

open for random inspection during normal business hours by the other party. The Consultant and
Subconsultant shall cooperate with the City’s random inspections, including granting the City entry
tights onto their respective properties to perform the random inspections and waiving their
respective rights to keep such papers and records confidential.

No Boycott of Israel. To the extent A.R.S § 35-393 through § 35-393.03 are applicable, the parties
hereby certify that they are not currently engaged in, and agree for the duration of the Agreement to
not engage in, a boycott of goods or services from Israel, as that term is defined in A.R.S § 35-393.

Uyghur Forced Labor Prevention Act (UFLPA). Consultant certifies that it does not currently,
and during the term of this Agreement, will not use:

a. the forced labor of ethnic Uyghurs in the People’s Republic of China;

b. any goods or services produced by the forced labor of ethnic Uyghurs in the People’s
Republic of China; and

c. any contractors, subcontractors or suppliers that use the forced labor or any goods
or services produced by the forced labor of ethnic Uyghurs in the People’s Republic
of China.

Attestation of PCI Compliance. When applicable, the Contractor will provide the City annually
with a Payment Card Industry Data Security Standard (PCI DSS) attestation of compliance certificate
signed by an officer of Contractor with oversight responsibility.

Notices.

13.1. A notice, request or other communication that is required or permitted under this Agreement
(each "Notice") will be effective only if:

a. The Notice is in writing; and

b. Delivered in person or by overnight courier service (delivery charges prepaid),
certified or registered mail (return receipt requested).

c. Notice will be deemed to have been delivered to the person to whom it is addressed
as of the date of receipt, if:

(1) Received on a business day before 5:00 p.m. at the address for Notices
identified for the Party in this Agreement by U.S. Mail, hand delivery, or
overnight courier service; or

(2) As of the next business day after receipt, if received after 5:00 p.m.

d. The burden of proof of the place and time of delivery is upon the Party giving the
Notice.

e. Digitalized signatures and copies of signatures will have the same effect as original
signatures.

13.2 Representatives.

a. Consultant. Consultant's representative (the "Consultant's Representative")
authorized to act on Consultant's behalf with respect to the SOW, and his or her
address for Notice delivery is:

VAI Resorts, LLC

14.

c/o Tommy Fisher

9601 W Cardinals Way
Glendale, AZ 85305
emyoung(@vairesort.com

602-549-8969

With required copy to:

VAI Resorts, LLC

c/o Legal Department
9601 W Cardinals Way
Glendale, AZ 85305

Legal@vairesort.com
623-265-5800

b. City. City's representative ("City's Representative") authorized to act on City's behalf,
and his or her address for Notice delivery is:
City of Glendale

c/o Levi Gibson

5970 W Brown Street, Ste. 210
Glendale, Arizona 85301
623-930-2862

With required copy to:

City Manager City Attorney
City of Glendale City of Glendale
5850 West Glendale Avenue 5850 West Glendale Avenue
Glendale, Arizona 85301 Glendale, Arizona 85301
c. Concurrent Notices.

(1) All notices to City's representative must be given concurrently to City
Manager and City Attorney.

(2) A notice will not be deemed to have been received by City's representative
until the time that it has also been received by the City Manager and the City
Attorney.

(3) City may appoint one or more designees for the purpose of receiving notice
by delivery of a written notice to Consultant identifying the designee(s) and
their respective addresses for notices.

Entire Agreement; Survival; Counterparts; Signatures.

14.1

Integration. This Agreement contains, except as stated below, the entire agreement between
City and Consultant and supersedes all prior conversations and negotiations between the
patties regarding the SOW or this Agreement.

a. Neither Party has made any representations, wartanties or agreements as to any
matters concerning the Agreement's subject matter.

15.

16.

17.

b. Representations, statements, conditions, or warranties not contained in this
Agreement will not be binding on the parties.

14.2 Interpretation.
a. The parties fairly negotiated the Agreement's provisions to the extent they believed
necessary and with the legal representation they deemed appropriate.

b. The parties are of equal bargaining position and this Agreement must be construed
equally between the parties without consideration of which of the parties may have
drafted this Agreement.

c. The Agreement will be interpreted in accordance with the laws of the State of
Arizona.

14.3 Survival. Except as specifically provided otherwise in this Agreement, each warranty,
representation, indemnification and hold harmless provision, insurance requirement, and
every other right, remedy and responsibility of a Party, will survive completion of the SOW,
or the earlier termination of this Agreement.

14.4 Amendment. No amendment to this Agreement will be binding unless in writing and
executed by the parties. Electronic signature blocks do not constitute execution for purposes
of this Agreement. Any amendment may be subject to City Council approval.

14.5 Remedies, All rights and remedies provided in this Agreement are cumulative and the
exercise of any one or mote right or remedy will not affect any other rights or remedies under
this Agreement or applicable law.

14.6 Severability. If any provision of this Agreement is voided or found unenforceable, that
determination will not affect the validity of the other provisions, and the voided or
unenforceable provision will be reformed to conform with applicable law.

14.7 Counterparts. This Agreement may be executed in counterparts, and all counterparts will
together comprise one instrument.

Term. The term of this Agreement commences on February 1, 2026, and continues for a twenty-
five (25) year initial period. The City may, at its option and with the approval of the Consultant,
extend the term of this Agreement for two additional ten (10) year terms. Consultant will be notified
in writing by the City of its intent to extend the Agreement period at least thirty (30) calendar days
ptior to the expiration of the original term and any extension term.

Dispute Resolution. Any controversy or claim arising out of or relating to this Agreement or the
breach thereof, shall be settled by arbitration administered according to the American Arbitration
Association’s Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator
may be entered in any court having jurisdiction thereof.

Exhibits. The following exhibits, with reference to the term in which they are first referenced, are
incorporated by this reference.

Exhibit A RFP 25-46
Exhibit B Consultant’s Response Workbook and Offer Sheet

Signature page below

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The parties enter into this Agreement effective as of the date shown above.

ATTEST:

Julie K. Bower
City Clerk (SEAL)

APPROVED AS TO FORM:

Michael D. Bailey
City Attorney

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City of Glendale,
an Arizona municipal corporation

By: Kevin R. Phelps
Its: Interim City Manager

VAI Resorts LLC
an Arizona limited liability company

ZBL

by TGefny Fisher

Its: Vice President

EXHIBIT A
Services Agreement

REQUEST FOR PROPOSAL 25-46

om.
G
Glendale

ARIZONA

SOLICITATION NUMBER:
ONLINE BID NUMBER:
TITLE:

PUBLISHED DATE:

DEADLINE TO SUBMIT
QUESTIONS:

PRE-OFFER CONFERENCE:

OFFER DUE:

CONTACT:

CITY OF GLENDALE
PROCUREMENT DIVISION
REQUEST FOR PROPOSAL

RFP 25-46
42500066
BLACK LOT PARKING MANAGEMENT SERVICES

FEBRUARY 19, 2025 - Arizona Republic

MARCH 10, 2025, at 2:00 PM Local Time

MARCH 5, 2025, 11:30 AM - 12:30 PM Local Time
Glendale Regional Public Safety Training Center at
11501 W. Glendale, AZ 85302, Room 233
Attendance is NOT required but highly recommended

MARCH 20, 2025, by 2:00 PM Local Time

Offer Submission Through Vendor Self-Service (VSS) Online Bid
System. This program works best using Chrome web browser
NOTE: This is a sealed proposal process requiring proposals to be
submitted before the date/time shown above. /f errors occur when
submitting through VSS, email or call using contact information below.

Eva Pierce, NIGP-CPP
Procurement Administrator - Procurement Division
623-930-2865

epierce@glendaleaz.com

Proposals shall be opened using the City’s electronic bidding system on the specified due time
and date identified herein. All information contained in the proposals shall be confidential to
avoid disclosure of contents prejudicial to competing Offerors.

OFFERORS ARE STRONGLY ENCOURAGED TO CAREFULLY READ THE ENTIRE SOLICITATION

The Vendor Self-Service - Vendor Registration Guide provides detailed instructions for
registration for both new and existing vendors.

For vendor convenience we have identified the commodity codes used in this solicitation on this page.
(A Commodity Code is a universal classification for identifying commodities and services in procurement
systems). The commodity code(s) used in this solicitation are: 95872, 96860

GS City of Glendale Sunken

FF Solicitation Number: RFP 25-46 / 42500066 5970 West Brown Street,

Glendale BLACK LOT PARKING MANAGEMENT SERVICES Suite 210
ARIZONA Glendale, Arizona 85302

Table of Contents:

RFP Package

1. INTRODUCTION...
2. OBJECTIVES...
3. SCOPE OF WORK...
EXHIBIT 1: SPECIAL NOTICES we
EXHIBIT 2: SPECIAL TERMS AND CONDITIONS
EXHIBIT 3: INSURANCE REQUIREMENTS

EXHIBIT A: BLACKLOT MAP AND TRACTS
EXHIBIT B: STADIUM PARKING SETTLEMENT AGREEMENT AND SUPPLMENT
EXHIBIT C: ADDENDUM 1 TO PREVIOUS RFP 25-18

Required Submittal Documents

1. Response Workbook — To be completed by Offeror and submitted with their response.

2 rev. 2.18.2025

—~ City of Glendale CITY OF GLENDALE

© Solicitation Number: RFP 25-46 / 42500066 | 5970 West Brown Street,
Glendale BLACK LOT PARKING MANAGEMENT SERVICES Suite 210

Glendale, Arizona 85302

ARILONA

1. INTRODUCTION

This solicitation replaces RFP 25-18, which was previously canceled. Any changes or
clarifications from the prior RFP, including applicable addendums, have been
incorporated into this document.

The City of Glendale, AZ (City) is seeking the services of qualified firms to provide
Comprehensive Parking Management Services for Off-Street Parking in an efficient, safe
and professional manner while always providing high-quality customer service. Operation
and management of the parking lot must be provided twenty-four hours a day, seven days
a week (24/7) except as identified in section 2 of this document and in accordance with
the Exhibit B the “Parking Settlement Agreement”. The proposed Comprehensive Parking
Management Services for Off-Street Parking may include the use of an automated pay for
use system(s). The initial Contract Term is twenty-five (25) years, with an option to extend
for two (2) additional ten-year (10) terms. Although the parking lot is currently only used
sporadically, the City anticipates the demand for parking will increase beginning sometime
in the last quarter of 2025 due to the completion of the VAI Resorts project.

2. OBJECTIVES

The parking services will include the operation and management of a surface parking lot
is known as the “Black Lot,” generally located west of 91st Ave, north of Montebello Ave,
east of 95th Ave, and south of Cardinals Way, in the Glendale Sports and Entertainment
District. The Black Lot has the capacity of approximately 4,000 parking spaces. The
Black Lot is owned by the City, although its use at certain times is restricted by a
contractual agreement (“Parking Settlement Agreement”) with the AZ Cardinals and the
Arizona Tourism Authority (‘AZSTA”). The Cardinals and AZTSA have the exclusive use
of the Black Lot during 9-12 NFL events per year, PLUS for any large stadium events with
more than 40,000 attendees. Consistent with the Parking Settlement Agreement, the
successful parking management vendor will be required to empty the parking lot for any
of these stadium events and not receive any revenues for these stadium events.

3 rev. 2.18.2025

G City of Glendale Procurement Division

we | Solicitation Number: RFP 25-46 / 42500066 5970 West Brown Street,

Glendale BLACK LOT PARKING MANAGEMENT SERVICES Suite 210
ARIZONA Glendale, Arizona 85302

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SCOPE OF WORK

Contractor shall:

3.1

3.2

3.3

3.4

3.5

3.6

3.7

3.8

Provide an operating plan identifying how it will design and implement
comprehensive parking management services and a detailed description of its
approach to sharing revenue and/or management fees and generally describe
budget, cost centers, and considerations.

Operate and maintain parking ingress and egress, parking lot security,
maintenance and equipment, signage, account management and setup, account
management and oversight of parking keycards, billing and collection of daily
and monthly parking fees, ticket issuance, adjudication of parking appeals,
addressing customer complaints, and monthly reporting to the City.

Provide sufficient staffing for all high traffic shifts to perform the required
services.

Participate in various coordination meetings and collaborate with City staff and
stakeholders to develop and maintain best practices.

Provide and maintain thorough training for enforcement personnel and parking
facilities operators.

Ensure all parking and security personnel are dressed in appropriate uniforms or
attire that clearly identifies them as the parking company’s employees.

Provide a high level of customer service by employing friendly, helpful,
customer-oriented personnel.

Have a formal training program in the proper procedures and policies regarding
ticketing, parking facilities, and customer service.

4 rev. 2.18.2025

Pas City of Glendale Procurement Division
© Solicitation Number: RFP 25-46 / 42500066 | 5570 West Brown Steet,
Glendale BLACK LOT PARKING MANAGEMENT SERVICES Suite 210
ARIZONA Glendale, Arizona 85302

3.9 Take adequate steps to ensure the safety and security of all personnel and
property.

3.10 Employ all responsible safety precautions and devices necessary to safely
enforce the parking ordinance and fulfill the terms of this contract and is solely
responsible for the safety of its employees.

3.11 Change its procedures as necessary to conform to any current amended City
ordinances, parking regulations, guidance or directives, including temporary
traffic plans provided by the Glendale Police Department, at no change in price
or modification of any revenue sharing agreement with the city unless mutually
agreed upon in writing.

3.12 Acknowledge they will empty the parking lot and not manage the facility or
receive parking revenue for the lot during 9-12 NFL events per year PLUS any
large stadium events with more than 40,000 attendees.

3.13 Maintain the Black Lot in compliance with the terms of the Parking Settlement
Agreement attached as Exhibit B and incorporated herein by reference.

3.14 Provide a dedicated parking manager who shall:

3.14.1 Bea full-time, professional manager with the experience needed to operate its
proposed comprehensive parking program.

3.14.2 Be responsible for the overall activities relating to the management of the
Parking facility.

3.14.3. Have the skills needed to operate a comprehensive parking program.

3.14.4 Be oncall 24 hours per day, including weekends and holidays, and shall
respond to complaints from the public and City. The Contractor’s staff shall be
defined by the Operating Plan proposed by the contractor and approved by City.

3.14.5 Ensure the dedicated manager is the point of contact for the City and serve as
the Contractor’s representative at coordination meetings.

3.14.6 Understand the City reserves the right to have this person replaced if their work
performance is unsatisfactory in the opinion of the City.

3.15 Lot Repair and Maintenance - Contractor shall:

3.15.1 Be responsible for all repairs and maintenance of the parking lot and any
parking management equipment as provided below, including replacement parts
and labor.

3.15.2 Report damage caused by vehicles and file a police report for claim of
insurance.

3.15.3 Report structural problems with structures, light poles, light globes (with

exception of bulbs and tubes, etc.) to City Administrator or designee.

5 rev. 2.18.2025

GS ; City of Glendale Procurement Division

he J Solicitation Number: RFP 25-46 / 42500066 5970 West Brown Street,

Glendale BLACK LOT PARKING MANAGEMENT SERVICES Suite 210
ARIZONA Glendale, Arizona 85302

3.15.4 Monitor the condition of the parking facility and make a monthly report of
conditions to the City.

3.15.5 Maintain all hard surfaces in the parking !ot including the asphalt, curbs,
gutters, drainage systems, and light poles to commercial standards. This
includes, but is not limited to, crack sealing, pothole repairs, painting, and
striping.

3.15.6 Maintain the retention basins identified as Tract A, Tract B, and Tract C in
Exhibit A including mowing, weed control, trash, and debris removal.

3.15.7 Replace burned out light bulbs, paint poles, repair or replace damaged poles,
and carry out other routine maintenance duties.

3.15.8 Be responsible for cleaning pedestrian walkways, parking stalls, aisles, vehicle
entrances and exits, parking attendant booths, fencing, walls, guardrails, signs,
lighting, and revenue access control equipment.

3.15.9 Provide regular sweeping, daily litter pick-up and prompt graffiti removal.

3.15.10 Be responsible for landscaping services at or on the parking facility and
retention basins including replacing any dead, damaged, or diseased plants,
trees, shrubs, or other elements.

3.15.11 Pay all utilities associated with the parking lot and retention basins including
but not limited to water, power, and solid waste collection services.

3.15.12 Provide monthly sweeping of the parking lot with a street sweeper.
3.15.13 Power wash concrete and sweep asphalt as needed.

3.15.14 Be responsible for monthly security system checks of emergency call boxes,
cameras, and fire extinguishers.

3.15.15 Initiate maintenance calls on emergency call boxes, CCTV cameras and
equipment.

3.15.16 Furnish equipment necessary for the parking lot including booth attendant fee
computers, ticket printers, gates, clocks, coin changers, light bulbs, parking
scan cards, etc.

3.15.17 Contractor agrees not to make any permanent or semi-permanent modifications
to the parking lot such as drilling holes, reconfiguring spaces, installing gates, or
building structures without the written permission of the City.

3.15.18 Contractor may hold special events in the parking lot provided they follow all city
licensing and permitting processes and are in compliance with the Parking
Settlement Agreement, attached as Exhibit B and incorporated herein by
reference.

3.15.19 Contractor shall not allow and shall promptly remove any signs, other than
wayfinding signs. This includes, but is not limited to, billboards, political
material, or other advertising. The city reserves the right to remove any sign on

6 rev. 2.18.2025

res City of Glendale eae

Re J Solicitation Number: RFP 25-46 / 42500066 5970 West Brown Street,

Glendale BLACK LOT PARKING MANAGEMENT SERVICES Suite 210
ARIZONA Glendale, Arizona 85302

3.16

3.17
3.17.1

3.17.2

3.17.3
3.17.4

3.18
3.18.1
3.19

or around the lot and retention basins, at its sole and absolute discretion, and to
bill the removal cost to the Contractor.

City Responsibilities: City shall:

e Be responsible for payment of the repairs for the emergency call boxes,
CCTV cameras and equipment and maintenance agreements for said
equipment.

e Provided the Contractor maintains the hard surfaces to commercial
standards, the City will remain responsible for any subsurface conditions or
the complete removal and replacement of City-owned infrastructure.

e Ensure that all existing bulbs, fixtures, tubes, etc. are in working order at the
facility at the beginning date of this contract.

Equipment Repair and Maintenance ~ Contractor shall:

Be responsible for repairs and maintenance of all equipment used to assess and
collect parking fees, including replacement parts and labor. Such equipment
may include, but is not limited to, payment kiosks, gate arms and any
automated or computer hardware and software systems.

Procure, operate and maintain all necessary equipment including cash registers,
hand-held ticket printers and all related supplies, including tickets, fee
computers, monthly account permit tags or access cards, etc.

Be responsible for maintaining an adequate inventory of gate arms.

Complete all repairs to equipment within a 24-hour period or present a repair
plan to the City’s designated Administrator if repairs will take more the 24
hours.

Parking Management Software - Contractor shall:
Provide the latest version of cashiering and pay for parking software.
Invoicing Requirements

Shall submit to City’s designated Administrator monthly all invoices for work
performed under the scope of this Contract. Invoices shall contain all
contractual services with a minimum of the following information: Contractor
Name, Remit to Address, Invoice Date, Invoice Number, Purchase Order, Date
service/work was completed, Complete description of work completed, Total
amount and Total tax amount (if applicable).

4, HOW WE CHOOSE

4.1

SCORING RESPONSES
Proposals will be evaluated against the RFP specifications and the questions
below:

1. Relevant Experience: (20%)

7 rev. 2.18.2025

AR Clty of Glendale Procurement DRision
© Solicitation Number: RFP 25-46 / 42500066 | 5970 West Brown street,
Glendale BLACK LOT PARKING MANAGEMENT SERVICES Suite 210
ARIZONA Glendale, Arizona 85302

4.2

4.3

4.4

4.5

4.6

4.7

a) Do the individuals assigned to the project have experience on similar
projects?

b) Are resumés complete and do they demonstrate backgrounds that would
be desirable for individuals engaged in the work the project requires?

c) How extensive is the applicable experience of the personnel designated to
work on the project?

2. Understanding the Project: (40%)

a) The ability of the proposer to articulate their approach to the project, how
the project integrates into the success of the sports and entertainment
district and stakeholders in the district.

b) How well has the proposer identified pertinent issues and potential
problems and solutions related to the project?

c) Can the proposer articulate mutual and aligned interests between the city
and the proposers?

3. Revenue Sharing Proposal: (40%)

a) Reasonableness (i.e., does the proposed revenue sharing accurately reflect
the bidder’s effort to meet requirements outlined in the RFP)

b) Realism (i.e., is the proposed sharing appropriate to the nature of the
services to be provided?)

EVALUATION PANEL: Submittals will be evaluated by a panel based on the
material criteria. The members of the Evaluation Panel will select the
response/proposal that is most advantageous to the City.

PANEL CONTACT: Offerors shall have no ex parte or individual meetings,
conversations or communications with any member or members of evaluation
panel member on any aspect of the RFP, before or after submittal.

INTERVIEWS: City may ask some or all Offerors to participate in an interview at
any point during the evaluation process. Offerors are encouraged but not required
to do so. Information gathered in an interview may be used by the panel to make a
selection. Offeror is responsible for any costs incurred to participate in an
interview.

ADDITIONAL INVESTIGATIONS: The City reserves the right to conduct any
additional investigations necessary to evaluate the competence, financial stability,
and overall qualifications of any Offeror. This may include, but is not limited to,
reviewing past contract performance, verifying financial statements, and assessing
the Offeror’s ability to successfully fulfill the requirements of this solicitation.

BEST AND FINAL OFFERS: City may request best and final offers and will
determine the scope and subject of any best and final request.

PROPOSAL EVALUATION: City reserves the right to secure additional information
from the Offeror in various forms and to award based on submitted information.

8 rev. 2.18.2025