REQUEST FOR PROPOSAL

UNIVERSITY CONTACT & SUBMISSION INFORMATION

Name: Erin Traynum Cameron Title: Contract Manager

Email: Erin.TraynumCameron@utoledo.edu PH: 419-383-5715

U.S. Postal Mailing Address: THE UNIVERSITY OF TOLEDO

PURCHASING SERVICES MS 1221 Attn: Erin T. Cameron RFP# FY21-16

3000 Arlington Ave. TOLEDO, OH 43614

Hand or Courier Delivery Address: THE UNIVERSITY OF TOLEDO

PURCHASING SERVICES Ruppert Health Center, 0001F Attn: Erin T Cameron RFP# FY21-16 3125 Transverse Drive

TOLEDO, OH 43614

RESPONDENTS MUST COMPLETE THE FOLLOWING and RETURN THIS COVER SHEET WITH RFP RESPONSE

Federal I.D. or TIN Number: Company Legal Name: Company Website:

Primary Contact Name: Primary Contact Title:

Business Address: Phone: Fax:

Email:

Authorized Signer’s Printed Name: Authorized Signer’s Signature: Authorized Signer’s Title:

State Classifications State of Ohio Certified MBE Yes No State of Ohio Certified EDGE Yes No

If box is marked Yes, please supply a copy of each certification checked as part of proposal submission.

Federal Classifications

Woman Business Enterprise Small Disadvantaged Business Veteran Owned Business

RFP INFORMATION

RFP Number: FY21-16 RFP Issue Date: Thursday, November 12, 2020

RFP Title: University Parking Monetization Project

Proposal Due Date/Time (Eastern): Wednesday, December 16, 2020 at 3:00PM

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Table of Contents Section 1 University of Toledo General Background Information 3 Section 2 Project Overview 4 Section 3 Definitions 5 Section 4 Calendar of Events 5 Section 5 Instructions for RFP Submission 6 Section 6 General RFP Information and Notice to Respondents 8 Section 7 Proposal Submission Content 10 Exhibit A Walker Financial and Operational Study Exhibit B Parking Permit Financials Exhibit C Parking Areas & Permit Data Exhibit D Housing Occupancy Report Exhibit E Snow Removal Costs Exhibit F University Certification Form

Exhibits A-D to be released upon receipt of executed Attachment A - Non-Disclosure Agreement from

interested parties

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SECTION 1. GENERAL INFORMATION ABOUT THE UNIVERSITY

Established in 1872, The University of Toledo is home to nearly 20,500 students across 16 colleges and six Ohio campuses. The University offers more than 230 doctoral, professional, graduate and undergraduate programs. In fact, UT is just one of 20 public U.S. universities that offer programs in the following seven professional fields: business, education, engineering, law, medicine, nursing and pharmacy.

Since its 2006 merger with the Medical University of Ohio, UT’s externally funded research has topped $60 million annually. UT has earned national and international acclaim for its expertise in solar and advanced renewable energy, environmental sciences, astronomical research, translational research and biomarkers.

The University of Toledo Medical Center has been recognized as among the best in the region by U.S. News and World Report for three consecutive years. UTMC, a Level I Trauma Center, offers innovative treatments for stroke and cancer as well as top specialists to treat a myriad of heart and vascular conditions. It also features the region’s first multiple patient hyperbaric chamber, the Eleanor N. Dana Cancer Center and its fully integrated cancer care and state-of-the-art treatments, and the Interprofessional Immersive Simulation Center for student and professional training using the latest simulation techniques and technology.

Across UT’s campuses, nearly 350 student athletes comprise 15 NCAA Division 1 Rocket athletic teams. Post-season tournament appearances, conference championships and academic accolades are all part of the Rocket tradition of building champions on and off the field.

The University has an active student population. Residence halls for undergraduate students are located on Main Campus, and apartment complexes near UT’s campuses house many of UT’s upper-level and graduate students. There are more than 200 student organizations at UT centered around a variety of academic, cultural, religious, recreational, artistic, Greek and social interests. UT’s longest-standing tradition is Homecoming, following by other annual events such as Songfest, Rocket-Thon and Music Fest.

The University is located within a residential area of the city. Toledo, known as the Glass City, is full of exciting events, cultural organizations, ethnic festivals, minor league sports teams, tasty restaurants, and more. Located in town are the world-renowned Toledo Museum of Art (where UT has a campus) and the famous Toledo Zoo. UT also ties into the local parks system via a walking/biking trail that runs through Main Campus, and the University’s Lake Erie Center sits on the banks of one of the Great Lakes and is home to classes and research.

At UT, we are proud Rockets (our nickname), we love our midnight gold and blue (our school colors) and we are proud to live out our mission of improving the human condition.

The University of Toledo’s mission: The mission of The University of Toledo is to improve the human condition; to advance knowledge through excellence in learning, discovery and engagement; and to serve as a diverse, student-centered public metropolitan research university. For more information, visit: www.utoledo.edu/

Campus Map A University of Toledo Map of all locations can be found on the University’s website via the following link: http://www.utoledo.edu/campus/virtualtour/

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SECTION 2. PROJECT OVERVIEW

The University of Toledo (University) believes that its Parking System presents a highly attractive opportunity for investment due to (i) the condition of its assets; (ii) the limited competition; (iii) the predictable cash flows; and (iv) the University’s compelling market dynamics. The project can also provide an opportunity to maximize the operating quality of the Parking System (e.g. below market pricing and high occupancy) while continuing to provide a continued increasing level of services to its users.

Meeting and exceeding existing parking services while ensuring the safety and security of all university students, faculty, staff, patients and guests will be high on the list of objectives when selecting the right partner for this project.

The Parking System assets are two (2) parking structures and ninety-five (95) surface lots for consideration.

A recent parking system financial and operational study was completed by Walker Parking Consultants and that is included in this RFP for review (Exhibit A).

The Parking System assets are geographically integrated throughout the campus community (Main Campus and the Health Science Campus) and provide an important service to students, patients, faculty, staff and guests of the University. All garages and lots are located near most academic, athletic, residential, healthcare and commercial buildings and are consistently in high demand. Little to no public (non-University owned) parking exists in the footprint of each of the campuses. Car travel is a very popular means of transport within the University.

Since a large portion of the University’s students, faculty and staff drive vehicles, driving is unlikely to be replaced by alternative means of transportation. With this, the assets are unlikely to be threatened by future competing facilities due to the strategic location and the limited availability of real estate.

The University is accepting competitive sealed proposals from qualified companies for the monetization of its parking assets. The University will grant a concession agreement or a leasehold interest in its Parking System over a defined period of time in exchange for an upfront lump sum payment and a series of annual payments. The proposal should include but not be limited to providing information to assume the management, ownership of all parking assets, annual operations maintenance, enforcement, regulatory compliance, financing and capital improvement investments for current and future parking needs. The University of Toledo is a State of Ohio funded public academic institution.

The information provided herein is intended to assist companies to respond properly to this Request for Proposal. The University believes this RFP provides interested firms with sufficient information to submit proposals that meet minimum requirements. It is not intended to limit a proposal’s content or to exclude any relevant or essential data. Respondents are encouraged to include additional information that will substantiate their product quality and service capabilities.

Upon review of this proposal document, all interested parties in responding to this request will be required to complete and sign a non-disclosure agreement with the University, which is attached herein as Attachment A. Exhibits identified in this RFP will be released upon the University receiving the signed agreement.

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SECTION 3: DEFINITIONS

Relative to this Request for Proposal, and any University-issued addenda, the following definitions apply:

Award: Agreement, Contract or Purchase Order resulting from this RFP.

Vendor, Supplier, Contractor, Partner: Respondent who is officially awarded the business through the RFPprocess and entered into a contractual agreement with the University.

Proposal: Respondent’s formally prepared response to this RFP, which was received by the University.

Respondent: Individual or company submitting a Proposal in response to this RFP.

RFP: Request for Proposal

University: The University of Toledo.

Addendum: Refers to document issued by the University contact which modifies this Request for Proposal orprovides additional information to respondents.

May, should: Indicates an item is requested but not mandatory. If the respondent fails to provide requestedinformation, the University, at its sole option, may either request that the respondent provide the informationor evaluate the proposal without the information.

Shall, must, will: Indicates a mandatory requirement. Failure to meet mandatory requirements will invalidatethe proposal, or result in rejection of the proposal, as non-responsive.

Parking System assets: All garage structures and surface lots

SECTION 4: RFP SCHEDULE OF EVENTS

The University will make every effort to adhere to the schedule detailed below:

RFP Issue Date: November 12, 2020

Questions Submitted by: November 18, 2020 @ 5:00 pm

University Response to Questions by: November 23, 2020

Proposal Due Date/Time: December 15, 2020

Vendor Presentations TBD, if necessary

Anticipated Award Date: Early January 2021

Effective Start Date of Contract May 1, 2021

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SECTION 5: INSTRUCTIONS FOR PROPOSAL SUBMISSION Respondents are cautioned to read this entire RFP carefully and to comply with all directives to avoid disqualification from an award. 5.1 Single Point of Contact:

From the RFP Issue Date until an Award is made and announced by the University, Respondents are not allowed to communicate with any University employee, staff, faculty, student, physician or officials regarding this RFP, except at the direction of the University contact listed on the Cover Sheet of this RFP. Any unauthorized contact will disqualify the Respondent from further consideration of this RFP and any future RFP events of same nature.

5.2 Proposal Preparation:

Respondents must develop and submit a complete and accurate Proposal to this RFP. Proposals must adhere to all directives contained herein and must follow the chronology of this RFP as specified.

Respondent is to submit one (1) original Proposal which is to be bound into a single document and clearly

marked “ORIGINAL”. Should a discrepancy arise between various copies of the RFP, information contained in the “ORIGINAL” will prevail over conflicting information.

A digital copy of the Proposal is to be submitted on a flash drive or via email. Proposals should be prepared providing a straight-forward, concise description of Respondents capabilities to

satisfy the requirements of the Request for Proposal. Emphasis should be on completeness and clarity of content.

Respondent may include any optional data not requested yet considered by the Respondent to be pertinent to

this RFP. Any such information should be clearly marked as optional.

Any Proposal that does not include the express requirements of this RFP and any University issued addenda shall be considered an incomplete Proposal and rejected.

5.3 University Revisions to the RFP:

In the event that it becomes necessary for the University to revise any part of this RFP, revisions will be provided by the University Purchasing Office via an addendum that is posted online at http://www.utoledo.edu/depts/supplychain/. Select the Current RFX Postings Link and the specific RFP number to show all documents available. Respondents are responsible for checking the website often for any addenda that may have been added. .

5.4 Respondent Questions regarding Scope or Procedure: Respondents with questions or requiring clarification or interpretation of any section within this RFP must address these questions via e-mail to the Contract Manager indicated herein, prior to the submission date stated in Section 4: RFP Schedule of Events. No phone calls will be accepted. The respondent needs to reference each question to the RFP in consecutive order, from beginning to end, following the chronology of the RFP. Each question should begin by referencing the RFP page number and section number to which it relates. Requests for extension of Due Date/Time will not be granted unless the University determines, at its’ sole discretion, that the original Due Date/Time appears impractical. Notice of any extension will be provided in the form of an Addendum posted electronically to the purchasing website All correspondence with RFP contact, for the duration of the RFP timeline, is to be in written format only (no phone calls will be accepted) and respondents are hereby advised that written communication received after the question and answer period will only be responded to as deemed appropriate by the RFP contact.

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5.5 Submission Requirements: Proposals must be received by The University of Toledo Purchasing Services Office as per the due date/time

listed on RFP cover sheet. Regardless of cause, Proposals received after the Due Date/time will not be considered. Respondents are responsible for selecting the method of delivery (first class certified mail, return-receipt

requested, express mail, or hand-delivery) to ensure the proposal is received in the Purchasing Office prior to the due date/time (as determined by the University’s Purchasing date stamp clock). Any RFP or RFP revision which is received after the due date and time specified will not be considered. For specific directions to the purchasing office listed on the cover page, refer to the purchasing website. http://www.utoledo.edu/depts/supplychain/

University Purchasing Department Office hours for receipt of Proposals are Monday through Friday, 8 AM

through 5 PM, EST. Refer to cover sheet for address of the Purchasing Services office.

Envelope/package must be securely sealed and clearly marked with the RFP number and RFP Title from the Cover Sheet.

5.6 RFP package requirements checklist:

The following items (if checked below) must be included in the RFP response package by Proposal Closing Date/Time. Failure to provide information as requested may disqualify the proposal.

Signed Cover Sheet Copy of MBE or EDGE Certification (if Yes was checked on cover sheet) Electronic Version of the Proposal University Certification Form – Exhibit F References

5.7 No Bid Requirement:

If Respondent is unable or unwilling to submit a Proposal, the Respondent should as a courtesy notify the University Contact identified on the Cover Sheet via email and provide a brief explanation for the “no-bid” prior to the Due Date/Time. Failure to extend this courtesy may jeopardize your consideration for receiving future RFP’s.

5.8 Withdrawal of Proposal: Respondents may withdraw Proposals at any time prior to the Due Date/Time with written notification to the University Contact listed on the Cover Sheet.

5.9 Cancellation of the RFP: The University reserves the right to cancel this RFP, in whole or in part, at any time before the opening of the proposals. Should it become evident during the evaluation of the proposals that it is no longer in the best interest of the University to make an award under this solicitation, the University reserves the right to cancel this RFP. The University shall not be responsible for any costs incurred due to the cancellation of the RFP.

5.10 Respondent Presentations:

Respondents may be required to make an oral presentation and product/service demonstration to clarify their Proposal or to further define their offer. Respondents should be prepared to send qualified personnel to the University campus, at the Respondent’s sole expense, to discuss technical and contractual aspects of the Proposal.

5.11 References:

Proposal must include three references with a minimum of one public/private partnership where the Respondent has successfully worked with a public university and/or a municipality to implement an outsourced parking model. References need to be similar in size and scope.

The University may contact references to verify Respondent’s ability to perform. Respondents must clearly identify the following for all references:

institution/municipality name contact name, title, and telephone contact’s email address contact’s mailing address the size of the organization

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dates and performance SECTION 6: GENERAL INFORMATION AND NOTICE TO RESPONDENTS The Respondent whose Proposal, in the sole opinion of the University, represents the best overall value to the University will be selected. Factors which determine the selection include but are not limited to: the Proposal’s compliance with the RFP; quality of the Respondent’s products or services; ability to perform the Scope; and general responsibility as evidenced by past performance. Price/Discounts, although a factor, will not be the sole determining factor in the award of an agreement. 6.1 Rights Reserved:

The University, at its sole discretion and upon its determination that such actions would be in its best interest, reserves the right to: Accept or reject any or all Proposals, or any part thereof, or to withhold the award and to waive, or decline to

waive, irregularities, informalities, and technicalities in any Proposal when determined that it is in its best interest to do so;

Contact any respondent for clarification of information submitted; Hold all Proposals for a period of up to ninety (90) days after the Due Date/Time and to accept a Proposal not

withdrawn before the scheduled Due Date/Time; Cancel and/or reissue this RFP at any time; Invite some, all, or none of the Respondents for interviews, demonstrations, presentations, and further

discussion; Negotiate a possible contract and may solicit best and final offers from some or all Respondents prior to or

during this negotiation process; Choose to not evaluate, shall deem non-responsive, and/or shall disqualify from further consideration any

Proposals that do not follow the RFP directives, are difficult to understand, are difficult to read, or are missing any requested information;

Make an Award by items, groups of items, or as a whole, whichever is deemed most advantageous to the University. The University also reserves the right to make multiple awards when it is deemed in the best interest of the University.

6.2 Right to Investigate and Reject:

The University may make such investigations as deemed necessary to determine the ability of the Respondent to provide the supplies and/or perform the services specified. The University reserves the right to reject any Proposal if the evidence submitted by, or investigation of, the Respondent fails to satisfy the University that the Respondent is properly qualified. This includes the University’s ability to reject the Proposal based on negative references.

6.3 Incurred Expenses:

The Respondent, by submitting a Proposal, agrees that any cost incurred by responding to this RFP, or in support of activities associated with this RFP, will be born by the Respondent and shall not be billed to the University. The University will incur no obligation or liability whatsoever to anyone resulting from issuance of, or activities pertaining to, this RFP, including samples. Respondents submit Proposals at their own risk and expense.

6.4 Resulting Contract(s):

This RFP, any addenda, the Respondent’s Proposal, any addenda or exhibits, best and final offer, and any clarification question responses may be included in any resulting contract.

6.5 Evaluation Process and Contract Term:

All proposals submitted by the due date/time deadline will be evaluated by a committee designated by the University, who will be responsible for the selection of a firm (or firms) to which a contract may be awarded. If an award of contract is made, the respondent whose proposal, in the sole opinion of the University, represents the best overall value to the University will be selected. Evaluation Criteria for this RFP include, but not limited to:

Overall quality of the goods or services being offered One time and annual revenue generated to the University Ability to undertake required capital improvements Operation and maintenance capabilities

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Costs (commissions, fees, expenses, etc. to be charged) Reputation of the partner(s) Reference checks Local presence Creativity and innovativeness of solutions Qualifications and experience of proposed personnel and evidence of successful performance with similar

accounts or operations Financial Stability of vendor Transition plan Ability to execute the contract in a timely manner

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SECTION 7: PROPOSAL SUBMISSION CONTENT The following exhibits of information will be released to respondents upon completion and submission of a University issued non-disclosure agreement, which is attached hereto as Attachment A:

1. EXH A – Walker Financial and Operational Study 2. EXH B – Parking Permit Revenue 3. EXH C – Parking Area Permit Data 4. EXH D – Housing Occupancy Report 5. EXH E – Snow Removal Costs (3yr)

The RFP submissions should be prepared with the following format and responses to content as outlined below:

1. Cover Letter and/or Executive Summary 2. Table of Contents 3. General Company Information 4. Team Information 5. Operating or Technical Capabilities 6. Financial Capabilities 7. Monetization Proposal

General Company Information

1. Company History/Qualifications

Provide detailed information on the firm’s organizational structure, history and market position of the firm, philosophy and the value the firm would add to this engagement. Please include years in business, if you have been a part of a merger/acquisition in the last 3 years and what your future plans for growth/expansion are.

2. Provide a narrative that describes the suggested approach for this engagement and addresses the goals and

objectives stated herein. Team Information

1. Provide descriptions/resumes of team members as outlined: a. Proposer/Respondent – include key team members and roles of the members along with the

anticipated legal relationship (governance and capital structure) among the identified team members (e.g. partners, shareholders, consultants, subcontractor, etc.). All equity investors should be identified.

b. Operator: Identify the entity or entities that will act as the operator of the Parking System. Provide details on their experiences with garages and lot facilities, specifically noting any transition processes that the University should expect in the event of an award of business.

c. Expected Advisors: Identify the companies and individuals who are expected to act as legal, financial, or other advisors for the team.

2. Comparable Projects and References for team members:

a. Provide a list of comparable projects in which the team members have participated. Please specify how these projects relate to the proposal being submitted.

b. Provide a list of a minimum of three (3) team member references for key team members. These

references should be able to speak to or provide the relevant qualifications and capabilities of the team members who will be taking the lead roles in the operation and maintenance of the Parking System.

Operational and technical capabilities

1. Operations and maintenance expertise – provide evidence demonstrating ability to operate and maintain a Parking System of the size and scope of the University. Include:

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a. Experience with urban parking facility maintenance and operations of garage structures and surface lots

b. Advanced knowledge of parking facility maintenance, repair, construction, and practical application of equipment and materials in daily operations

c. Demonstrated understanding in parking facility aging behavior to assess and determine the applicability of remedial maintenance action

a. All capabilities to successfully operate and maintain the Parking System to include routine maintenance, operations management, parking fee management operations and administration, marketing and public relations.

2. Customer Service a. Provide examples of demonstrating high levels of service and excellent customer relations to the

public in the operations of parking systems. 3. Safety and Security

a. Provide knowledge of parking and public safety and security solutions and methodologies b. Experience in emergency response support c. Expertise in relevant parking engineering standards, specifications, policies and procedures.

4. Capital Improvements a. Demonstrated ability to sufficiently and efficiently undertake required capital improvements to the

Parking System during the term of the agreement. Financial capabilities

1. Address the capacity to make an upfront payment and maintain ongoing the Parking System for the term specified.

2. Provide copies of audited financial statements for the past three years, along with any other relevant financial information. If audited financial statements are not available, provide enough financial information to demonstrate the financial resources exist to successfully execute a project of this size and scope.

3. Ability to raise financing – Provide specific evidence demonstrating ability to raise funding for a project of this size and scope if unable to self-finance. Specific factors that will be assessed:

a. Capability of raising debt and equity in the current capital market b. The number and size of past relevant transactions c. Specific experiences financing past relevant transactions.

Monetization Proposal

1. Provide an open book approach to the monetization of the parking asset via a concession agreement or lease agreement that provides the investment body with operating risks, responsibilities and cash flow while the University receives a significant up-front payment and series of payments on an annual basis.

2. When developing the financial modeling, one approach should be constructed on the following assumptions: a. Term – 30 years b. Revenue based on current parking model or zone parking, permit fees to align with peers and at

Walker rate recommendations, permit rate growth capped at 2.5% per year, citation and fine increases capped at 5% per year for the first 5 years and 2.5% thereafter, and the addition of metered and public parking.

c. Operations to meet or exceed existing University standards. d. Inflation capped at 2.5%. e. Repair and maintenance as detailed in the Walker Condition and Maintenance Assessment

incorporated. 3. Alternative financial modeling is encouraged to (i) maximize the return for both the University and the

investment body; and/or (ii) reduce the initial term of the agreement.

Respondent may provide any other information it believes to be relevant to describing, providing or demonstrating its ability to execute a successful program for Parking Services.

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ATTACHMENT A: NON-DISCLOSURE AGREEMENT RFP FY16-20

(NDA must be executed by interested parties and emailed to Contract Manager in order to have Exhibits released)

CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT

This Confidentiality and Non-Disclosure Agreement (“Agreement”) is made and entered into this ____ day of

________, 2020 (“Effective Date”) by and between The University of Toledo, an instrumentality of the State of Ohio (the “University”) and [COMPANY](the “[COMPANY]”). The [COMPANY] and the University may be referred to individually as a “Party” and collectively as the “Parties.”

WHEREAS, the Parties are interested in receiving certain confidential and proprietary information with each other to related to RFP FY16-20 Parking Monetization Project (hereinafter referred to as the “Exhibits”); and

WHEREAS, to protect the Parties from injury that could result from the improper use or disclosure of confidential information regarding a potential relationship, the Parties desire to establish certain obligations regarding access to and disclosure of such information.

NOW, THEREFORE, in consideration of their communications and exchanges of information, and for other good and valuable consideration, the receipt and sufficiency of which are hereby mutually acknowledged, the Parties hereby agree as follows:

1. Confidential Information. The Parties wish to share with each other certain information in connection

with the Exhibits. The information may include, but is not limited to, any and all, documents, agreements, reports, project work product or other data accounting and financial information and know-how, information regarding patents, whether patentable or patented, copyrights, whether copyrighted or copyrightable, trade secrets and other industrial property rights, products, services, patients (to the extent permitted by law), patient health information, collections, pricing strategies, methods (including business methods), production volumes, sales, costs, suppliers, internal operating procedures, cost estimations, processes, marketing, inventions, finances and other information, whether disclosed orally or in the form of documents, drawings, schematics, layouts, samples, software, prototypes, information stored in electronic medium, or other form, data, and any and all intellectual property (all of the foregoing hereinafter referred to collectively as “Confidential Information”). Confidential Information will also include all analyses, compilations, studies or other documents or information prepared by either Party containing or based in whole or in part on any information furnished by a Party with respect to the Discussions and a potential relationship, regardless of the format of such information.

2. Nondisclosure. Unless waived in writing by both Parties, required by law or as otherwise described in this Agreement, the Parties and each Party’s respective officers, trustees, directors, employees, agents, contractors and representatives who have a need to know the Confidential Information for purposes of the Exhibits (collectively hereinafter “Representatives”) will not disclose the Confidential Information to any third parties. The Parties will demonstrably mark any information that may constitute a Trade Secret prior to providing it to the other Party or its Representatives to enable the Parties to comply with this Agreement. “Trade Secrets” has the meaning set forth in Revised Code §1333.61(D). The acceptance of a document marked confidential or Trade Secret by one party is not self-determining of the nature of such information and any such determination may only be made by a court of law with proper jurisdiction. Furthermore, nothing herein will prohibit a Party from disclosing information that is: (i) in the public domain; (ii) put in the public domain other than through the actions of the Party that received the information; (iii) already in a Party’s possession prior to the execution of this Agreement, which possession is documented by that Party; or (iv) required to be disclosed pursuant to court order or other judicial process.

3. Public or Board Meetings. Nothing herein will restrict the University from sharing with the University's Board of Trustees and Committees of the Board of Trustees any information with regard to the Exhibits or a potential relationship to enable the Board of Trustees to discuss, consider or to take appropriate action with respect to any potential relationship which information may be included, as appropriate, in the minutes of the University. And nothing herein will restrict the [COMPANY] from disclosing the Exhibits or any potential relationship with the [COMPANY]’s governing boards or committees.

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4. Required Disclosure. Both Parties acknowledge that University, as an instrumentality of the State of Ohio, is required to provide access to public records, as such records are defined under Ohio law. Trade Secrets are generally not subject to disclosure. The University will respond to any such public record requests by first notifying the [COMPANY] immediately of any such request that requires the disclosure of any [COMPANY] Confidential Information. Such notification to the [COMPANY] will be prior to any disclosure and will give the [COMPANY] a period of ten (10) days (or longer, if requested in writing by the [COMPANY] and if permitted by applicable law or the records request, but in no event to exceed a total period of thirty (30) days), the opportunity to obtain an order prohibiting the disclosure of the information or to obtain a protective order with respect to the information. The University will provide the requested information, or provide access to the information to the requesting party after the expiration of the above notification period and upon the failure of the [COMPANY] to obtain a court or protective order. The failure to obtain an order prohibiting the disclosure or a protective order further constitutes a waiver of any claim by the [COMPANY] of any claim the [COMPANY] may have against the University for providing access to, release or disclosure of the information.

5. Ownership of Confidential Information. The recipient Party of any Confidential Information agrees that the Party that disclosed the Confidential Information is and will remain the exclusive owner of Confidential Information disclosed to the recipient and all patent, copyright, trade secret, trademark and other intellectual property rights therein.

6. Public Relations Releases. Except for disclosures permitted above, the Parties will ensure that both Parties’ office of communications or public relations will work together and mutually agree on and approve any comment, statement, or announcement, with respect to the Exhibits prior to making any such comment, statement or announcement.

7. No Use of Name. The parties acknowledge and agree that they shall not use each other’s name, logo or

trademarks, or any derivation thereof, in any manner whatsoever, or disclose the existence of this Agreement or the status of any discussions or negotiations with the other party without the prior written consent of such party.

8. No Contract or Claim. The Parties acknowledge and agree that this Agreement will not be construed in any manner to be an obligation of either Party to enter into a contract or to result in any claim whatsoever by either party against the other party for reimbursement of cost for any effort expended.

9. Term; Termination; Obligation of Confidentiality. This Agreement will be effective as of the Effective Date and will expire two (2) years after the Effective Date, unless earlier terminated upon written notice by one party to the other. Early termination upon written notice will be effective thirty (30) days after receipt of said notice. The obligations of confidentiality will survive for a period of ten (10) years from the expiration or termination of this Agreement.

10. Return Upon Request. Each Party and each Party’s Representatives agree that upon the request of the other Party, and subject to any statutory or regulatory recordkeeping requirements, the Party will promptly return any Confidential Information (including any copies, extracts, and summaries) to the requesting Party or, with the requesting Party’s written consent, will promptly destroy it (and any copies, extracts, and summaries thereof, including any electronic data) and will provide the requesting Party with written certification of the same. The requesting Party will be very specific about the Confidential Information that it is requesting be returned.

11. Notices. Any notice, demand, request, waiver, or other communication which may be or is required to be given by any Party pursuant to this Agreement will be made in writing and will be deemed given when received by the other Party hereto at its then-current business address (or to such other address such Party to whom notice is to be given advises in writing) and addressed to the person signing this Agreement below.

12. Governing Law. This Agreement will be construed in accordance with the laws of the State of Ohio.

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13. Binding Effect. This Agreement will bind and inure to the benefit of the respective successors and assigns of the Parties, subject to any assignment restrictions contained herein.

14. Entire Agreement. This Agreement contains the entire agreement between the Parties concerning the subject matter hereof and no modifications will be binding unless approved in writing by the Parties.

15. Assignment. No Party will assign this Agreement or any of the rights created hereunder without the express written consent of the other Parties.

16. Waiver. Nothing contained in this Agreement will prevent a written waiver of the provisions of this Agreement by the Parties, provided that the waiver by a Party of a breach by any other Party of any term or provision of this Agreement will not operate or be construed as a continuing waiver or a waiver of any subsequent breach by such Party. No waiver will be valid unless in writing and signed by the Party making the waiver.

17. Third Parties. Nothing expressed or implied in this Agreement is intended or will be construed to confer upon or give to any person, corporation, or other entity, other than the Parties and their permitted successors and assigns, any rights or remedies under or by reason of this Agreement.

18. Counterparts. This Agreement may be executed in two (2) or more counterparts, all of which taken together will constitute one and the same Agreement.

19. Compliance with Laws. The parties intend that all activities conducted in connection with this Agreement and the Discussions will comply with all applicable laws, rules and regulations.

20. Equitable Relief. The provisions of this Agreement are necessary for the protection of the business and

goodwill of the Parties and are considered by the parties to be reasonable for such purpose. The Recipient agrees that any breach of the Agreement may cause the Disclosing Party substantial and irreparable damages and, therefore, in the event of any such breach, the Disclosing Party shall have the right to seek specific performance and other injunctive and equitable relief.

IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by their authorized representatives effective on the day and year written above.

THE UNIVERSITY OF TOLEDO ______________________________________ By: ___________________________________ By: ___________________________________ Name: _________________________________ Name: _________________________________ Its: ____________________________________ Its: ____________________________________ Date: ____________________________ Date: _________________________________

RFP FY21 University Parking Monetization Project 15 of 16

EXHIBIT A – WALKER FINANCIAL AND OPERATIONAL STUDY RFP FY16-20

EXHIBIT B – PARKING ENFORCEMENT FINANCIALS

RFP FY16-20

EXHIBIT C – PARKING AREAS PERMIT DATA

RFP FY16-20

EXHIBIT D - HOUSING OCCUPANCY REPORT

RFP FY16-20

EXHIBIT E - SNOW REMOVAL COSTS (3 YR)

RFP FY16-20

RFP FY21 University Parking Monetization Project 16 of 16

EXHIBIT F – UNIVERSITY CERTIFICATION FORM

RFP FY16-20

Please read and complete the information requested below. Failure to complete this form may result in the disqualification of your proposal submittal. The University, at its discretion, may disqualify your proposal if any such representations are deemed untrue, inaccurate or if any such employment/affiliation creates a potential conflict of interest.

1. Domestic Preference/Ohio Preference: ORC 125.11 states that preference be given to products produced or mined in the United States and in the state of Ohio.

Buy America: The goods are produced or mined in the United States of America, its’ possessions, or Puerto Rico.

Yes No

Buy Ohio: Economic presence shall be awarded to Ohio Suppliers and Suppliers from ‘Border’ states (Indiana, Kentucky, Michigan, New York, Pennsylvania), provided those states do not impose economic restraints on products produced or mined in Ohio. An ‘Ohio Supplier’ describes one who offers Ohio products (defined to mean products which are mined, excavated, produced, manufactured, raised, or grown in the state by a person where the input of Ohio products, labor, skill or other services constitutes no less than 25 percent of the manufactured cost) or a Supplier who demonstrates significant Ohio economic presence (defined to mean business organization that: have sales offices, divisions, sales outlets or manufacturing facilities in Ohio or facilities demonstrate a significant capital investment in Ohio; pay required taxes to the state of Ohio; and are registered and licensed to do business in the State of Ohio with the office of Secretary of State).

The Supplier is considered a Supplier from a ‘Border State’ or an ‘Ohio Supplier’, as described above.

Yes No

2. No Findings for Recovery

The Respondent warrants that it is is not subject to an ‘unresolved’ finding for recovery under Ohio Revised Code 9.24.

3. Conflict of Interest:

The respondent certifies that none of the company’s directors or principal officers are employed by or affiliated with

The University of Toledo.

Should any of the Respondent’s directors or principal officers be employed or affiliated with The University of Toledo, the Respondent will so certify by listing their name(s) and title(s) below:

____________________________ ____________________________ Name (print) Title (print) ________________________________ _________________________________ Name (print) Title (print)

By signing this document I am agreeing, on behalf of my firm, to the specifications of this RFP and accepting, without exception or amendment the University of Toledo’s RFP Project Overview, General Information, Scope of Project, and Agreement Terms and Conditions. Any contract resulting from this RFP shall be subject to these instructions, terms, and requirements incorporated herein.

Respondent hereby certifies: (a) that this proposal is genuine and is not made in the interest or on behalf of any undisclosed person, firm, or corporation; (b) that proposer has not directly or indirectly included or solicited any other firm to put in a false or sham proposal; (c) that firm has not solicited or induced any person, firm, or corporation to refrain from sending a proposal and (d) this proposal is in all respects fair and in good faith without collusion or fraud.

___________________________________ _________________________________ Name (print) Signature _______________________________________ _____________________________________ Title Date