Request for Proposals for Operation of Union Station

REQUEST FOR PROPOSALS

FOR

OPERATION OF UNION STATION, VAN NUYS AND ORANGE LINE FLYAWAY BUS SERVICE

Release Date: *******, 2014

Pre-Proposal Conference: ******, 2014 at 1:30 p.m. Pacific Time Skyview Building Training Room 211 6053 W. Century Blvd. Los Angeles, CA 90045

Deadline for Submission of Questions/Requests for Clarification: Submit all questions and requests for clarification in writing to [email protected] no later than *** p.m. on ******, 2014

Proposal Due Date: ******, no later than 3 p.m. Pacific time at: Commercial Development Attn: Marisa Katnich 6053 W. Century Blvd., Suite 400 Los Angeles, CA 90045

TABLE OF CONTENTS

SECTION 1 – GENERAL INFORMATION ...... 3 A. THE OPPORTUNITY ...... 3

SECTION 2 – BACKGROUND INFORMATION ...... 4 A. LAWA ...... 4 B. DESCRIPTION OF LAX ...... 4 C. DESCRIPTION OF FLYAWAY FACILITIES ...... 4 D. FLEET ...... 5 E. FARES ...... 5 F. CURRENT SERVICE LEVELS ...... 5 G. ADDITIONAL DATA AND INFORMATION ...... 6

SECTION 3 – THE AGREEMENT WITH LAWA ...... 7 A. TERM OF THE AGREEMENT ...... 7 B. COMPENSATION TO FLYAWAY OPERATOR ...... 7 C. COLLECTION AND DELIVERY OF LAWA REVENUE...... 8 D. FACILITIES AVAILABLE TO PROPOSER ...... 8 E. AGREEMENT EXECUTION ...... 9

SECTION 4 – PROPOSAL EVALUATION PROCESS ...... 10 A. EVALUATION CRITERIA ...... 10

SECTION 5 – INSTRUCTIONS TO PROPOSERS ...... 12 A. GENERAL INSTRUCTIONS ...... 12 B. PROPOSAL BOND ...... 12 C. PRE-POSAL CONFERENCE ...... 13 D. SUBMISSION OF QUESTIONS ...... 13 E. VERIFICATION OF PRIOR CITY CONTRACTS ...... 13 F. CONTRACT AWARD...... 14 G. VALIDITY OF PROPOSALS ...... 14 H. INSTRUCTIONS FOR PART ONE OF THE SUBMITTAL ...... 14

SECTION 1 – GENERAL INFORMATION

A. THE OPPORTUNITY

Los Angeles World Airports (LAWA), a department of the City of Los Angeles (City), is seeking proposals from qualified transportation providers for the operation of LAWA’s FlyAway scheduled bus service between Los Angeles International Airport (LAX) and three locations: 1) Los Angeles Union Station (Union Station); 2) Van Nuys FlyAway Bus Terminal (Van Nuys); and 3) Metro Orange Line Woodley Station (Orange Line) which, subject to required approvals, will be a new FlyAway site along the Van Nuys FlyAway route.

The successful Proposer from this Request for Proposals (RFP) will be responsible for providing scheduled bus service, selling tickets, establishing and providing revenue control procedures, deploying a bus fleet, and staffing the operation. LAWA’s goal, through this RFP, is to award an Operating Agreement (Agreement) to a qualified and experienced proposer with a proven track record of providing excellent transportation service and a positive passenger experience while minimizing LAWA’s costs to provide the service.

By combining the three FlyAway sites under one Agreement, LAWA expects the Flyaway Operator to optimize operational efficiency, including better utilization of fleet, staff and resources, which will ultimately result in an improved customer experience and lower cost of service to LAWA.

As described in the Agreement, the contractor (FlyAway Operator) will remit all revenue from the sale of tickets and passes to LAWA. The FlyAway Operator will invoice LAWA on a monthly basis: 1) a fixed management fee; 2) a fee per each completed trip, less penalties for service shortfalls; and 3) approved pass-thru costs relative to transaction processing.

This RFP provides specific instructions regarding proposal format and other requirements. Pertinent data about the specific operations and LAX are also included.

SECTION 2 – BACKGROUND INFORMATION

A. LAWA

LAWA is a financially self-sufficient, proprietary department of the City of Los Angeles. LAWA operates, maintains and develops LAX, LA/Ontario International Airport, and Van Nuys Airport. LAWA is controlled by the Board of Airport Commissioners (Board), a seven-member board appointed by the Mayor subject to approval by City Council.

B. DESCRIPTION OF LAX

In 2013, LAX ranked as the sixth busiest passenger airport in the world with more than 67 million total passengers. LAX is the second busiest origination and destination airport in the world. Historical passenger traffic statistics for all LAX terminals and airlines may be found at the LAWA Web Site: http://www.lawa.aero/welcome_lax.aspx?id=798.

LAX occupies approximately 3,500 acres and is located approximately 15 miles southwest of the Los Angeles central business district. The terminal complex features nine passenger terminals connected by a U-shaped two-level roadway. The upper-level roadway is designated as the departure-level and provides access to each terminal. The lower-level roadway is designated as the arrivals level and also provides access to each terminal and parking structures. FlyAway bus service is currently provided at sixteen locations on the airport roadway: eight stops for drop-off only on the upper level and eight stops for pick-up only on the lower lever.

C. DESCRIPTION OF FLYAWAY FACILITIES

Union Station: Union Station FlyAway service operates from Patsaouras Transit Plaza (Transit Plaza) located within the Union Station facility at 810 North Vignes Street in Los Angeles, as depicted in Attachment A. The Transit Plaza includes a FlyAway bus bay for the dropping off and picking up of passengers, a passenger waiting area, and a multi-story parking facility. There is currently a ticket kiosk available for Flyaway operations and seven Metrolink-operated ticket vending machines (TVM) located near the Transit Plaza from which FlyAway passes may be purchased. Custodial, security, and parking management services are provided by Los Angeles Metropolitan Transportation Authority (MTA) as well as vending and concession opportunities.

The availability and use of Union Station facilities are limited and subject to the terms of the Right of Entry agreement between LAWA and MTA as provided in Attachment B. In the event one or more of the Union Station facilities becomes unavailable during the term of the Agreement, LAWA will work with the Proposer to find alternate facilities. Modification of MTA property, including installation of additional TVMs, is prohibited. Availability and use of TVM machines is subject to an agreement with Metrolink as provided in Attachment C.

Van Nuys: Van Nuys FlyAway service operates from LAWA’s FlyAway Bus Terminal (Bus Terminal) located at 7610 Woodley Avenue in Van Nuys, as depicted on Attachment D. The Bus Terminal includes a dedicated bus depot with six bays and three staging positions, a 4

terminal building, a multi-story semi-automated parking structure, and a surface employee parking lot. There are currently seven ticket vending machines located at the Bus Terminal location which are owned and operated by the current FlyAway bus service vendor. Vending machines and concession opportunities are controlled by LAWA. Custodial and security management services are provided by LAWA. A separate vendor provides parking management services.

Orange Line: The Orange Line FlyAway site, subject to required approvals, will be located approximately 1.5 miles south of the Van Nuys FlyAway Bus Terminal on the south side of Victory Boulevard east of Woodley Avenue and will include a bus bay, bus shelter and sidewalk. There will be no accommodation for private vehicle parking. The anticipated start date for Orange Line FlyAway service is July 2015.

Layover at LAX: A bus layover area is available on LAWA property in the Commercial Vehicle Holding Lot (CVHL) located at 9201 Jenny Avenue, as depicted in Attachment E. The location and size of the CVHL is subject to change.

D. FLEET

The current fleet is vendor-owned and consists of 23, 55-passenger, motor coach buses which are compliant with the American’s with Disabilities Act. Fifteen of the 23 buses are assigned to Van Nuys FlyAway service and eight are assigned to Union Station FlyAway service; however, buses are cross utilized between both service locations.

E. FARES

FlyAway fares, provided as Attachment F are established by the Board and are subject to change from time to time at the sole discretion of Board. Currently, accepted forms of payment include credit cards; FlyAway Monthly Passes; Metrolink Monthly Passes; and, Metro EZ Passes, subject to applicable surcharges. Passengers may purchase bus tickets with cash when using Metrolink’s ticket vending machine located in Union Station; however, no other locations have a cash payment option at this time.

By early 2015, FlyAway will be included in Metro’s Transit Access Pass (TAP) program which is a regional smart card program providing for the electronic payment via the use of TAP readers on TAP participants’ buses and railcars.

F. CURRENT SERVICE LEVELS

Union Station FlyAway service currently consists of 92 one-way daily trips, Monday through Friday, and 88 one-way trips on Saturday and Sunday. Van Nuys FlyAway service currently consists of 117 one-way daily trips. Existing schedules are provided as Attachment G.

G. ADDITIONAL DATA AND INFORMATION

Data and information concerning FlyAway operations will be made available to Proposers by appointment on the below dates/times on a first-come, first-served basis. Proposers interested in reserving an appointment time must email [email protected] one business day in advance of the requested date and time of the Proposer’s appointment. Photocopy fees apply.

The review period will take place ***** through ***** from **** a.m. to **** p.m. Pacific Time at 6053 W. Century Blvd., Suite 400, Los Angeles. The inventory of materials available to proposers during the data review period is provided on Attachment H for informational purposes only.

LAWA makes no guarantee as to the accuracy or reliability of the data provided in connection with this RFP. Availability of data shall in no way relieve a Proposer from the responsibility of determining for itself the business potential of the opportunities outlined in this RFP.

SECTION 3 - THE AGREEMENT WITH LAWA

A. TERM OF THE AGREEMENT

The Agreement is expected to commence July 11, 2015 and will be for a term of seven years ending on July 10, 2022.

Full operational control is not planned to occur before the expiration of the current Van Nuys and Union Station FlyAway operating contracts (July 10, 2015 and August 31, 2015, respectively). However, the commencement date of the new Agreement may be before July 11, 2015, to allow for implementation of a transition plan. The actual commencement date will be determined by the terms of the Agreement and only after all required City approvals are secured.

B. COMPENSATION TO FLYAWAY OPERATOR

Subject to the terms of the Agreement, compensation will be composed of three elements:

1) Management fee; 2) Trip fees; and 3) Approved pass-thru expenses for transaction processing.

The three elements are described below for illustrative purposes:

1) Management fee (Management Fee) will cover FlyAway Operator’s fixed costs such as administrative services, management, facilities, vehicle lease/acquisition costs, supplies, and profit (if any).

2) Fixed fee per each one-way completed trip (Trip Rate) will cover the operator’s variable service costs such as fuel, driver wages, benefits and overhead, and deadhead and layover time. The FlyAway Operator’s Trip Rates will be set by service location as follows:

• Union Station Trip Rate will apply to each one-way trip in each direction, between Union Station and LAX; and;

• Combined Van Nuys/Orange Line Trip Rate will apply to each one-way trip in each direction, between Van Nuys and LAX, including along route service to the Orange Line FlyAway site.

3) Approved expenses for processing FlyAway credit card transactions (i.e. credit card merchant processing fees and costs for internet payment gateway services for on-line sales) may be passed thru, without markup, for payment by LAWA.

The initial year Management Fee will increase 2% per year and Trip Rates will increase 3% annually, per the terms of the Agreement.

C. COLLECTION AND DELIVERY OF LAWA REVENUE

The FlyAway Operator will be required to collect all FlyAway revenue, including daily tickets, monthly passes, promissory notes and other forms of fare media.

Credit Card Sales All credit card transactions must be processed using the FlyAway Operator’s credit card merchant processor, and deposited weekly to LAWA’s designated bank account. The FlyAway Operator will serve as the merchant of record, and be responsible for achieving and maintaining Payment Card Industry compliance.

TAP Equipment LAWA will supply TAP readers to the FlyAway Operator for acceptance of electronic fare media. Per the terms of the Agreement, LAWA, through Metro, will be responsible for installation of the devices on the FlyAway Operator’s bus fleet; maintenance and programing; and, removal of the equipment at the expiration or earlier termination of the Agreement.

D. FACILITIES AVAILABLE TO PROPOSER

Van Nuys The following facilities at Van Nuys Bus Terminal will be made available to Proposer under a lease:

• Exclusive office space at $13.53 per square foot per year.

• Non-exclusive break room at $10.40 per square foot per year.

• Designated space within the lobby for ticket sales and/or installation of automated ticket vending machines at $1.77 per square foot per year. Proposer will be responsible for all utilities.

Union Station A ticket kiosk at the Union Station Transit Plaza is also available to Proposer for $1,000 per year.

Employee Parking Employee parking is available at LAX, Union Station and VNY Bus Terminal for proposer’s employees at the prevailing parking rates which are currently as follows:

• LAX: $55 per month

• Union Station: $6 per day

• Van Nuys: $20 per month

E. AGREEMENT EXECUTION

LAWA intends to enter into an Agreement with the Proposer whose Proposal is deemed most advantageous to LAWA. There will be a fifteen day limit on the period for completing the Agreement once the Proposer has been notified by LAWA of the intent to award. If the Agreement is not completed and executed by the successful Proposer within fifteen days, LAWA reserves the right to extend the time period or to enter into an Agreement with another Proposer.

SECTION 4 – PROPOSAL EVALUATION PROCESS

A. EVALUATION CRITERIA

LAWA has established specific evaluation criteria to assist in the evaluation of the proposals. The criteria listed below will be used by the evaluation panel to score and rank proposals.

CRITERIA POINTS 1 Qualifications and Experience 2 Management and Operations Plan 3 Fleet Plan 4 Customer Service Plan 5 Sales, Revenue Control and Audit Plan 6 Proposed Cost of Services: 6A Monthly Management Fee 6B Union Station Trip Rate 6C Van Nuys/Orange Line Trip Rate TOTAL POINTS

Interviews and Short Listing

LAWA reserves the right to conduct interviews or to proceed with the evaluation process without conducting interviews. The purpose of interviews, if conducted, would be to allow proposers the opportunity to clarify and expand upon aspects of their proposal. Interviews also present an opportunity to evaluate key personnel and discuss and clarify written proposals. Proposer(s) (either all or a short list) may be subsequently re-interviewed for final evaluation.

LAWA reserves the right to interview only a short list of proposers or to short list proposals without conducting interviews. If a short list is used, it will be based on the evaluation panel using evaluation criteria nos. 1 and 2 as identified above. If LAWA elects to establish a short list among the proposers, LAWA reserves the right for the evaluation panel to determine the number of short-listed proposers during the evaluation process

Scoring

Scoring will be accomplished by using a “Must System.” Under this system, after evaluating all proposals, each member of the Evaluation Panel must award the maximum potential points designated for each evaluation category to at least one proposer that best meets the criteria or requirements of that category. Each Evaluation Panel member, however, may also award the maximum potential points to other proposer(s) that, in the opinion of the Evaluation Panel member, demonstrate comparable quality in the category. 10

Once each Evaluation Panel member has completed scoring, the Evaluation Panel member’s scores will be converted to rankings (i.e., 1st, 2nd, 3rd, etc.). These rankings among Evaluation Panel members will then be averaged to determine the overall ranking by the Evaluation Panel.

SECTION 5 – INSTRUCTIONS TO PROPOSERS

A. GENERAL INSTRUCTIONS

Proposers should read, review and understand this RFP, along with all attachments and any addenda issued. Each proposer should submit a proposal in accordance with instructions given in this RFP. The proposal should be prepared as specified herein regarding form, content and sequence.

LAWA must receive delivery of the proposal at the address specified on the cover page of this RFP no later than the date and time specified on such cover page (the proposal due date). Any proposal received at the wrong location or after the exact time specified for receipt will not be considered.

Each proposer must submit their proposal in two parts, containing one original and seven copies of part one and one original and one copy of part two.

The original must be marked “original” on its front page or cover, and must contain original signatures and must be signed by a duly authorized representative(s) of the Proposer. See Authority to Propose below.

The original and copies of the proposal will be enclosed in a single sealed package, with the name and address of the Proposer in the upper left hand corner, and marked, “Proposal – Operation Union Station, Van Nuys and Orange Line FlyAway Bus Service”.

Part two should be in a separate binder labeled “Administrative Requirements - Operation Union Station, Van Nuys and Orange Line FlyAway Bus Service” and contain material demonstrating the Proposer satisfies the Administrative Requirements. The forms necessary for completing the Administrative package are contained in Section 6 of this RFP (Administrative Requirements).

Each copy of the proposal must be printed double-sided and contained in an 8½” x 11” three-ring binder with tabbed dividers as described below. Proposers must also provide a complete electronic copy of the proposal as an Adobe Portable Document format (PDF) file on a CD-ROM or flash drive. Proprietary information should be included on a separately labeled CD-ROM or flash drive.

LAWA may elect to not review or not score any proposal that fails to follow guidelines regarding page limits. Page limits do not include pictures, tables, figures, etc. Supplemental information may be included where indicated and is not subject to the page limitations.

B. PROPOSAL BOND

No proposal will be considered unless the Proposal Bond accompanies it. The amount of the required Proposal Bond is $200,000.

Each proposer is required to submit either:

• A cashier's or certified check issued by a responsible bank, payable to the City of Los Angeles, Los Angeles World Airports; or

• An acceptable Proposal surety bond from a responsible surety company for a like amount and so payable. If a surety bond is used, please carefully read and complete the Proposal Bond instructions in Section 6 of this RFP (Administrative Requirements).

The Proposal Bond of the successful Proposer will be held to guarantee execution of the Agreement and delivery of the Faithful Performance Guarantee that will be required under the Agreement. The Proposal Bond or the cash proceeds thereof will be retained by LAWA as liquidated damages if the successful Proposer fails to execute the Agreement or deliver the Faithful Performance Guarantee. The Proposal Bonds of the unsuccessful proposers will be returned within thirty days of award of the Agreement to the successful Proposer or rejection of all Proposals.

C. PRE-PROPOSAL CONFERENCE

A pre-proposal conference is scheduled for the date and time provided on the cover page of this RFP. The purpose of this conference is to discuss the requirements and objectives of this RFP. A sign-in sheet will record attendance and it is the Proposer’s responsibility to ensure that the Proposer’s attendance is recorded at the pre-proposal conference.

D. SUBMISSION OF QUESTIONS

All questions regarding this RFP and draft Agreement should be clearly presented in writing and transmitted by email to [email protected]. The deadline for submittal of questions is provided on the cover page of this RFP. Responses to all written questions, corrections and clarifications to the RFP will be made in writing, posted on the LABAVN website and made available to prospective proposers in the form of an RFP addendum.

Proposers may only rely upon written information provided by LAWA. Proposers shall not rely upon, and LAWA shall not be responsible for, any oral information or instructions provided in reference to the RFP. Proposers must not attempt to contact members of LAWA staff or Board members to discuss or ask questions about the contents of the RFP, other than in writing as provided above. Improper contact with LAWA personnel may result in disqualification of the Proposer.

E. VERIFICATION OF PRIOR CITY CONTRACTS

The City Council adopted a resolution that a list of all City contracts held by a proposer within the past ten years be included in all RFP/RFQ response packages. LAWA staff may obtain reference information regarding any proposer’s performance by contacting City Departments contracting with the Proposer.

F. CONTRACT AWARD

Upon execution of the Agreement, LAWA Management will recommend Board approval of the Agreement which will not be final and binding on LAWA until approved by the Board and, if required, the City Council.

G. VALIDITY OF PROPOSALS

In submitting the proposal, the Proposer agrees the proposal will remain valid for 180 days after the deadline for submission of proposals and may be extended beyond that time by mutual agreement.

H. INSTRUCTIONS FOR PART ONE OF THE SUBMITTAL

Proposal Format and Information Requirements

Responses to the requests in this section should be in full and complete answer form, numbered consecutively, and with all requested information enclosed and all listed page limits honored. Each proposer should, consistent with applicable page limits, provide as much information as it feels is necessary to properly convey its ideas and, when applicable, provide any relevant additional information.

Proposals shall consist of the following sections in the sequence shown below. A set of tabs to identify each part of the proposal should be inserted to facilitate quick reference.

For purposes of the evaluation, the Proposer should include information about any and all relevant members of their team to assist LAWA in its evaluation.

Tab Number Section Title

1. Table of Contents 2. Cover/Transmittal Letter 3. Executive Summary 4. Official Proposal Statement 5. Business References 6. Qualifications and Experience 7. Management and Operations Plan 8. Fleet Plan 9. Customer Service Plan 10. Sales, Revenue Control, and Audit Plan 11. Proposed Cost of Services 12. Business Ethics Disclosure

1. Table of Contents

List elements of Part One (listed above) and identify any additional materials included, e.g. promotional brochures, CDs, etc.

2. Cover / Transmittal Letter (3 page maximum)

The cover letter must include the Proposer’s name, address, telephone number, facsimile number, email address, primary contact and any pertinent facts or details of the Proposal that the Proposer desires to emphasize, subject to the page limitation.

If a partnership, state the full name, address and other occupation (if any) of each and every partner; whether he or she is full time or part time; whether each partner is a general or limited partner; and the proportionate share of the business owned by each partner. Provide a copy of the partnership agreement.

If a joint venture or limited liability company, state the names of the firms or individuals participating in the joint venture or limited liability company and the principal officers in each firm or names of the members of the limited liability company; and the proportionate share of the business owned by each joint venture, or the number of shares held by each member of the limited liability company. Include a copy of the joint venture agreement or limited liability company operating agreement.

If a corporation, state the full name and title of each of the corporate officers. Also, include a copy of the Articles of Incorporation and Bylaws.

If the Proposer is wholly owned by another entity, then provide sufficient information of the parent and upstream ownership entities for LAWA to understand the ultimate ownership and control.

3. Executive Summary (3 page maximum)

The Executive Summary should highlight the features of the Proposal, the strengths of the Proposer and explain the rationale for the specifics included in the Proposal relative to LAWA’s objectives.

4. Official Proposal Statement (Attachment I)

Proposer must include a properly executed Official Proposal Statement. Alterations, additions or modifications to this form will not be accepted and may be cause for rejection of the Proposal.

5. Business References

List four references with which the Proposer has conducted business operations during the past three years using the form provided in Attachment J. References must include company name, contact person, title, address, telephone number, email address, and a brief statement of the business association.

LAWA, in its sole discretion, reserves the right to request additional references, to contact and verify all references, and to request additional supporting information from the Proposer as LAWA deems necessary.

6. Qualifications and Experience (5 page maximum, excluding financial statements)

This section of the Proposer’s response to the RFP should provide LAWA with an understanding of the Proposer’s capability to operate the services covered by this RFP. Proposers relying on subcontractors to perform services required within this RFP seeking credit for subcontractor experience must have a subcontract in place for the term of the contract with LAWA. A copy of any agreements may be required if requested by LAWA.

The Proposer must:

• Describe bus operations history and experience including but not limited to the number of years operating fare-based, scheduled bus service similar to the FlyAway.

• List of up to five services the Proposer operates and provide the following information in table form:

— Name and location of operations managed, including the exact legal name of the company that provided the services at each location

— Period of time during which services were provided

— Type of operation, size of fleet and vehicle types

— Activities and responsibilities of local management and support systems, including number of employees Proposer had at each location

• Provide financial statements including the elements described below. All financial statements must either be audited and certified by a licensed public accountant or, if unaudited, then accompanied by a notarized statement from the Chief Financial Officer certifying the accuracy of the financial information contained in such statements.

(1) Audited financial statements including a consolidated balance sheet, income statement and statement of cash flows, prepared in accordance with generally accepted accounting principles (GAAP), for the most recent three complete fiscal years. Footnote disclosures and the accountants audit report must accompany the financial statements. If the most recent audited statements are for a period ending more than six months prior to the due date for the Proposal, then supplement your response

by submitting unaudited year-to-date financial statements. If audited statements are not available for the Proposer, then so state and submit unaudited statements for the equivalent time periods, accompanied by a notarized statement from the Proposer’s Chief Financial Officer certifying the accuracy of the financial information contained in such statements and also submit audited statements for the Guarantor (if applicable) for such periods.

(2) A signed statement from the Chief Financial Officer stating that there has been no material change in the financial condition of the company subsequent to the issuance of their last audited financial statements. If such a statement is not possible, enumerate the material changes that have occurred, if any, in lieu of this statement.

(3) If the Proposer intends to organize as a partnership, limited liability partnership or joint venture or limited liability company, then the above-referenced financial information of each general partner, joint-venture member or LLC member respectively, must be submitted. Individuals required to provide financial information must submit their three most recent personal tax returns and a current statement of net worth.

(4) Any person or entity providing a guaranty must provide a written statement indicating the level of commitment together with the financial information detailed in this section as if the Guarantor were the Proposer. LAWA reserves the right to require guarantees if the Proposer is an LLC or LLP.

• Provide a statement indicating any pending, active or previous legal action that could reasonably prevent the Proposer or members of Proposer Team from fulfilling their obligations under the Agreement.

LAWA reserves the right to request additional information from the Proposers in order to determine if the Proposer has the financial capability to meet the obligations of the FlyAway Operator. If LAWA, in its sole discretion, determines that a Proposer experiences a change in its financial condition that would materially or adversely affect its ability to perform the work contemplated in the RFP, such Proposer may be disqualified from further consideration.

The Proposer should provide sufficient information to demonstrate the following:

• Evidence of a successful track record in the area of customer service.

• How much experience Proposer has selling bus tickets to customers, handling cash and/or credit cards, and providing audit control of funds collected on behalf of clients.

7. Management and Operations Plan (15 page maximum)

This section of the Proposer’s response to the RFP should provide LAWA with an understanding of the Proposer’s plans for successfully managing and operating the service.

The Proposer must:

• Provide a service schedule for Union Station FlyAway and also provide a schedule for Van Nuys Flyaway which incorporates service to Orange Line FlyAway on each Van Nuys FlyAway trip. Include a description of how the bus routes, run cuts and schedules for service are designed to optimize overall operational efficiency for the three FlyAway sites combined.

• Describe the corporate structure accountable for service management, including an organizational chart, description of management staffing levels, and identification of where management staff will be located.

• Provide a plan for 24/7 supervision of the operation, including staffing levels, position descriptions and minimum qualifications for supervisory personnel.

• Identify any non-driver additional staff dedicated to the service, such as ticket agents, customer service personnel or ambassadors, including description of responsibilities and training processes for such staff.

• Describe the Proposer’s driver training program and refresher program (for existing drivers), particularly in regard to ADA requirements (such as wheelchair-lift operations) and safe and secure operations, and identify services where the Proposer’s proposed driver training program is already in use.

• Describe what portion, if any, of the facilities at the Union Station and/or Van Nuys FlyAway terminal the Proposer seeks to use for supervision or operation of the service, such as employee break areas, office, etc.

• Describe the Proposer’s plan for providing equipment needed for the collection of cash, including estimated costs, if Proposer expects to offer such payment option.

The Proposer should provide sufficient information to demonstrate the following:

• How the Proposer will track and report operational statistics (e.g. passenger ridership data, number of buses deployed, schedule conformance, accidents, etc.) Sample reports may be included in an appendix.

• How the Proposer will deal with any transition issues at service commencement, including a description of other services where transitions have been managed.

• What performance metrics will be used to monitor service performance, including the form and frequency results would be reported to LAWA, along with a description of how results from performance monitoring effort will be reported to LAWA.

• What Emergency Response Plan will be used by the Proposer in the event of emergencies and potential security threats.

In addition, the evaluation panel work and deliberations will be informed by information provided by the Proposer demonstrating and/or discussing the following:

• What operational procedures and other initiatives the Proposer will employ to minimize passenger wait times, increase service levels, and maximize the efficient passenger transportation.

8. Fleet Plan (10 page maximum, excluding photos of vehicles)

This section of the Proposer’s response to the RFP should provide LAWA with an understanding of the Proposer’s commitment to provide a suitable bus fleet, how the fleet will be maintained to provide reliable service, and what, if any, fleet replacement strategies will be used during the term of the contract.

The Proposer must:

• Specifically identify vehicles dedicated to the bus fleet, including information regarding specific vehicle types, number, and age and condition of vehicles to be used in this service. (Note: LAWA is not establishing minimum requirements for the fleet plan under this RFP, other than what is required under applicable laws, rules and regulations.)

• Provide evidence of commitments or contracts for securing the bus fleet included in the Proposal if such buses are not currently under the control of the Proposer.

• Identify how the proposed fleet will comply with the Americans with Disabilities Act (ADA).

• State whether the Proposer plans to use vehicles that are on order or require lead time in order to serve as some part or all of the dedicated fleet and, if so, what vehicles would be used to bridge the order-to- delivery period.

• Describe how the size of the proposer’s dedicated fleet is sufficient to meet operating schedule requirements. Include calculations to derive the number of buses needed to cover periods of scheduled maintenance, unanticipated mechanical problems or accidents, and peak load requirements.

The Proposer should provide sufficient information to demonstrate the following:

• How the age and condition of the fleet will minimize service interruptions due to vehicle breakdowns.

• How the proposed fleet will contribute to LAWA’s goal of achieving 100% compliance with the “Alternative Fuel Requirement Program (Attachment K) by demonstrating the fleet (1) is not powered by petroleum-derived gasoline or diesel fuel (2) diesel-fueled but has been retrofitted with California Air Resources Board (CARB) certified particulate traps; or (3) uses a combination of (1) and (2) herein to achieve the 100% goal.

• How the condition and amenities of the vehicles will be well-received by passengers.

• What resources and plans does the operator have to supplement the fleet as a back-up plan in the event of unforeseen circumstances.

• How the maintenance plan will keep Proposer’s vehicle fleet in top mechanical and physical operating condition.

• What the capabilities of the Proposer are to expand the fleet in the event LAWA seeks to increase service, either on an ongoing basis or for high demand peak and seasonal requirements.

9. Customer Service Plan - (10 page maximum, excluding any company training materials)

This section of the Proposer’s response to the RFP should provide LAWA with an understanding of the initiatives and capabilities of the Proposer to

improve and sustain service standards for FlyAway passengers.

The Proposer must:

• Describe the Proposer’s employee training program and demonstrate where the identified program has been in use by the Proposer.

• Describe how the Proposer will maintain driver awareness and provide a training program directed towards the needs of disabled passengers in compliance with the ADA. Include a description of how Proposer will respond to ADA passengers when an ADA-accessible bus is unavailable for service.

• Describe what mechanisms and procedures will be used (1) to accept, record, disclose to LAWA, and resolve customer complaints; (2) to track and record other customer comments and suggestions; and (3) to monitor internet-based reviews on travel and travel-related web sites.

The Proposer should provide sufficient information to demonstrate the following:

• How staff will be trained for all aspects of the operation (this includes employee discipline) including but not limited to properly licensing bus drivers.

• Whether the Proposer will implement any innovative programs and technologies to enhance the customer experience.

In addition, the evaluation panel work and deliberations will be informed by information provided by the Proposer demonstrating and/or discussing the following:

• What mechanisms the Proposer will use to motivate employees (employee initiatives/incentives) to establish and maintain a work force focused in providing a high level of customer service.

10. Revenue Control, and Audit Plan - (15 page maximum excluding any published policies and procedures of the Proposer)

This section of the Proposer’s response to the RFP should describe how the Proposer will sell tickets, ensure control of ticket stock, collected revenue, address cashless versus cash transactions, if any, and conduct audits of financial operations.

The Proposer must:

• Provide the estimated annual credit card transaction processing costs that the Proposer plans to pass thru for payment by LAWA. Include the percentage fee per transaction and distinguish fees applicable to in-person credit card transactions from those fees applicable to transactions conducted via the internet, if Proposer proposes to offer such ticketing option.

• Describe in detail the means by which passengers will be able to purchase tickets at rates established by LAWA, including where, how, and through whom such sales will occur (e.g., driver, sales staff, internet sales, ticket vending machines) and whether the process will vary between high demand and low demand periods.

• Describe any differences in the sales approach for trips starting at Union Station and the Van Nuys FlyAway Bus Terminal when compared to those starting at LAX and, if sales are only conducted at the Union Station and Van Nuys FlyAway facilities, how passengers will be managed to ensure payment.

• Propose what ticketing system and ticket stock controls will be employed or whether an alternative approach will be used.

• Propose whether or not cash transactions will be accommodated and, if so, under what circumstances and controls. (Note: LAWA is not requiring the operator to accept cash, but the operator may elect to provide this service.)

• Outline all relevant procedures and processes the Proposer will use to monitor employee compliance with 1) Payment Card Industry Date Security Standards; 1) cash/credit card handling policies of the Proposer; and 2) promissory notes or other systems for passengers without valid credit or debit cards.

• Describe Proposer’s plan for achieving and maintaining compliance with Payment Card Industry Data Security Standards.

The Proposer should provide sufficient information to demonstrate the following:

• How much experience the Proposer has with alternative sales technologies.

• What processes will be in place to allow LAWA to easily audit sales, revenue collection, passenger counts, and other related audit items.

11. Proposed Cost of Services (5 page maximum)

This section of the Proposer’s response to the RFP should provide LAWA with the proposed cost of services.

The Proposer must:

• Fill out Attachment L, including the initial year’s Management Fee and Trip Rates.

The Proposer should provide sufficient information to demonstrate the following:

• How the proposed Management Fee and Trip Rates are reasonably related to the Proposer’s costs to provide the services, thereby providing LAWA with an understanding of the sustainability of the proposer service at the proposed fees. (Among other ways of providing such information, this may be done by providing a pro forma of revenues and expenses the Proposer expects to realize if successful.)

12. Business Ethics Disclosure (No page limits)

Disclose any circumstances where the conduct of the Proposer, or any officer, partner, major (greater than five percent interest) shareholder, proposed guarantor, or other related party is currently being investigated by any governmental, administrative, or law enforcement agency or entity. Also disclose any adverse decision against the Proposer or any related parties (including by not limited to judgments entered by any court whether state or federal) or settlement with any such legal or administrative body in the past five years.

If the Proposer or any of its principals, officers, directors or members or any proposed guarantor has been involved in any bankruptcy proceedings in the past seven years, information or documentation as to the current status of any such bankruptcy must be provided in this Section.

If the Proposer or any related parties (including subcontractors and their principals) have business interests, other relations or previous Los Angeles City Department of Airports employment or service on its Board of Airport Commissioners that have or could have a conflict of interest in its business with LAWA, the details of such actual or potential conflicts must be stated in this Section. Such actual and/or potential conflicts include federal, state, and local ethics laws and rules, including but not limited to California Government Code Section 1090 and Los Angeles Municipal Code Section 49.5.11(A).

If no conflicts exist, that fact must also be stated here.

SECTION 6 – ADMINISTRATIVE REQUIREMENTS

LIST OF ATTACHMENTS

ATTACHMENT A – Union Station Facility ATTACHMENT B – Right of Entry Agreement between LAWA and MTA ATTACHMENT C – Agreement with Metrolink ATTACHMENT D – FlyAway Bus Terminal in Van Nuys ATTACHMENT E – Commercial Vehicle Holding Lot ATTACHMENT F – FlyAway Fares ATTACHMENT G – FlyAway Schedules ATTACHMENT H – Data Room Inventory ATTACHMENT I – Official Proposal Statement ATTACHMENT J – Business Reference Form ATTACHMENT K – Alternative Fuel Requirement Program ATTACHMENT L – Proposed Cost of Services

ATTACHMENT G

VNY FlyAway Schedule

Depart LAX Terminal 1 (Allow extra time for pick-up at Terminals 2- 7) Monday – Sunday 12:00 AM 7:00 AM 1:00 PM 7:00 PM 12:15 AM 7:30 AM 1:30 PM 7:30 PM 12:30 AM 8:00 AM 2:00 PM 8:00 PM 1:15 AM 8:30 AM 2:30 PM 8:30 PM 2:15 AM 9:00 AM 3:00 PM 9:00 PM 2:45 AM 9:30 AM 3:30 PM 9:30 PM 3:45 AM 10:00 AM 4:00 PM 10:00 PM 4:15 AM 10:30 AM 4:30 PM 10:30 PM 4:45 AM 11:00 AM 5:00 PM 11:00 PM 5:30 AM 11:30 AM 5:30 PM 11:30 PM 6:00 AM 12:00 PM 6:00 PM 6:30 AM 12:30 PM 6:30 PM

Depart Van Nuys FlyAway Bus Terminal Monday – Sunday

12:00 AM 6:30 AM 10:30 AM 5:30 PM

1:00 AM 6:45 AM 11:00 AM 6:00 PM 2:00 AM 7:00 AM 11:30 AM 6:30 PM 3:00 AM 7:15 AM 12:00 PM 7:00 PM 3:30 AM 7:30 AM 12:30 PM 7:30 PM 4:00 AM 7:45 AM 1:00 PM 8:00 PM 4:30 AM 8:00 AM 1:30 PM 8:30 PM 4:45 AM 8:15 AM 2:00 PM 9:00 PM 5:00 AM 8:30 AM 2:30 PM 9:30 PM 5:15 AM 8:45 AM 3:00 PM 10:00 PM 5:30 AM 9:00 AM 3:30 PM 10:30 PM 5:45 AM 9:15 AM 4:00 PM 11:00 PM 6:00 AM 9:30 AM 4:30 PM 11:30 PM 6:15 AM 10:00 AM 5:00 PM

Union Station FlyAway Schedule

Depart LAX Terminal 1 (Allow extra time for pick-up at Terminals 2- 7) Monday – Sunday * 12:00 7:30 AM 1:00 PM 6:30 PM am * 12:30 8:00 AM 1:30 PM 7:00 PM am * 1:00 am 8:30 AM 2:00 PM 7:30 PM * 2:00 am 9:00 AM 2:30 PM 8:00 PM * 3:00 am 9:30 AM 3:00 PM 8:30 PM 4:00 AM 10:00 AM 3:30 PM 9:00 PM 5:00 AM 10:30 AM 4:00 PM 9:30 PM 5:30 AM 11:00 AM 4:30 PM 10:00 PM 6:00 AM 11:30 AM 5:00 PM 10:30 PM 6:30 AM 12:00 PM 5:30 PM 11:00 PM 7:00 AM 12:30 PM 6:00 PM 11:30 PM

Depart Union Station

Patsaouras Transit Plaza

Monday – Friday

12:00 AM 7:10 AM 12:00 PM 6:00 PM

12:30 AM 7:30 AM 12:30 PM 6:30 PM

1:00 AM 7:50 AM 1:00 PM 7:00 PM 2:00 AM 8:10 AM 1:30 PM 7:30 PM 3:00 AM 8:30 AM 2:00 PM 8:00 PM 4:00 AM 8:50 AM 2:30 PM 8:30 PM 5:00 AM 9:10 AM 3:00 PM 9:00 PM 5:30 AM 9:30 AM 3:30 PM 9:30 PM 5:50 AM 10:00 AM 4:00 PM 10:00 PM 6:10 AM 10:30 AM 4:30 PM 10:30 PM 6:30 AM 11:00 AM 5:00 PM 11:00 PM 6:50 AM 11:30 AM 5:30 PM 11:30 PM Union Station FlyAway Schedule (Continued) Saturday – Sunday 12:00 AM 7:30 AM 1:00 PM 6:30 PM 12:30 AM 8:00 AM 1:30 PM 7:00 PM 1:00 AM 8:30 AM 2:00 PM 7:30 PM 2:00 AM 9:00 AM 2:30 PM 8:00 PM 3:00 AM 9:30 AM 3:00 PM 8:30 PM 4:00 AM 10:00 AM 3:30 PM 9:00 PM 5:00 AM 10:30 AM 4:00 PM 9:30 PM 5:30 AM 11:00 AM 4:30 PM 10:00 PM 6:00 AM 11:30 AM 5:00 PM 10:30 PM 6:30 AM 12:00 PM 5:30 PM 11:00 PM 7:00 AM 12:30 PM 6:00 PM 11:30 PM

ATTACHMENT I Official Proposal Statement

Date:

To: Executive Director Los Angeles World Airports Los Angeles, California

Subject: REQUEST FOR PROPOSAL FOR OPERATION OF UNION STATION, VAN NUYS AND ORANGE LINE FLYAWAY BUS SERVICE

The Proposer warrants that the Proposer has carefully examined the Request for Proposals (RFP).

The Proposer further warrants that if the Proposal is accepted, the Proposer will contract with Los Angeles World Airports (LAWA) in the form of an Operation Union Station, Van Nuys and Orange Line Flyaway Bus Service Agreement (Agreement) and comply with the requirements of the RFP and Agreement.

Except as expressly stated in the proposal or in any addenda thereto, the Proposal incorporates by reference, as if fully set forth in the proposal, the full contents of the RFP.

The Proposer understands that it may withdraw the Proposal up to the deadline set for submittal, provided that a withdrawal request is made in writing and is received by LAWA prior to the date and time of the submittal deadline. This Proposal may not be withdrawn by the Proposer for a period of 180 days after the proposal submittal due date and may remain valid beyond that time with the consent of the Proposer. Corrections to errors made by the Proposer in the Proposal will not be accepted after the proposal deadline.

The Proposer agrees that all material submitted by it to LAWA becomes the property of LAWA.

Proposer undertakes and agrees to defend, indemnify and hold harmless LAWA from and against all suits, claims, and causes of action brought against LAWA for LAWA’s refusal to disclose proprietary information to any person making a request pursuant to the CPRA. Proposer’s obligations herein include, but are not limited to, all attorney’s fees (both in-house and outside counsel), costs of litigation incurred by LAWA or its attorney’s (including all actual costs incurred by LAWA, not merely those costs recoverable by a prevailing party, and specifically including costs of experts and consultants) as well as all damages or liability of any nature whatsoever arising out of any such suits, claims, and causes of action brought against LAWA, through and including any appellate proceedings. Proposer’s obligations to LAWA under this indemnification provision shall be due and payable on a monthly, on-going basis within thirty (30) days after each submission to Proposer of LAWA’s invoices for all fees and costs incurred by LAWA, as well as all damages or liability of any nature.

I, the undersigned affirm that I have read and understand all the provisions set forth in this invitation. I guarantee that this Proposal meets or exceeds the specifications contained in the RFP document. This firm will comply with all provisions and conditions as specified. All requested information has been submitted as requested.

I also affirm that this Official Proposal Statement is being executed in the name of the business entity actually proposing to be the Contractor and that I am a duly authorized representative defined as the person or persons (i.e. Chief Executive Officer, General Manager, Agency Director, Board Chair, etc.) who have legal authority to bind the corporation in contractual matters with LAWA. This authority may be evidenced in a Corporate Resolution granting this authorization. A copy of this corporate resolution, or other appropriate evidence of authority, must be attached to the proposal statement.

I also affirm that I am duly authorized to execute this potential Request for Proposal for Operation of Union Station, Van Nuys and Orange Line Flyaway Bus Service Agreement; that this company, corporation, firm, partnership, or individual has not prepared this proposal in collusion with any other Proposer; and that the contents of this proposal as to rent, terms, or conditions of said proposal have not been communicated by the undersigned nor by an employee or agent to any other Proposer or to another person(s) engaged in this type of business prior to the official opening of the proposal.

In the event of a joint venture Proposal, officers authorized by both entities must sign the Proposal Acknowledgement. The address and telephone number of the Proposer shall be typed or printed on the Official Proposal Statement. Acceptable evidence of the authority of the signer to bind the corporation includes a corporate seal or an incumbency certificate signed by the secretary of assistance secretary of the corporation.

By submitting a proposal, the Proposer authorizes LAWA to conduct whatever investigations into the Proposer’s Qualifications that LAWA deems necessary.

Date: ______

Proposer: ______

Signature of Authorized Person: ______

Printed Name: ______

Title: ______

Business Address of Proposer:

______

Telephone: ______

Fax: ______

Email: ______