highlights of our collective experience …€¦ · · 2012-08-22chicago metered parking system...

Chicago Metered Parking System

Long-Term Concession Request for Qualifications

March 14, 2008

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D. Executive Summary

The Chicago MP 2058 Team, lead by Kenny Project Services (“KPS”) offers the City of Chicago (the “City”) and the Chicago Park District (“District”) proven experience with parking meter operations in North America along with state of the art technological innovations. We have the technical and financial capacity, along with the hands on “street level” perspective to deliver a winning bid.

HIGHLIGHTS OF OUR COLLECTIVE EXPERIENCE INCLUDE:

� Third largest parking operator in North America � Parking Meter operations at over 1,900 locations in North America

� City of San Francisco � City of New York, (New York City Development Corporation) � City of Milwaukee, Wisconsin � City of Kelowna, British Columbia � City of New Westminster, British Columbia � City of Coquitlam, British Columbia

� State of the art experience with wireless on and off-street parking payment systems � Expertise in parking enforcement in 34 regions of the U.S. and Canada � Expertise with finding the best strategy to ensure maximum payment of violations � Parking and Privatization Market Trends

SELECTIVE HIGHLIGHTS OF OUR COLLECTIVE P3 EXPERIENCE � Chicago Parking System Privatization: Bidding Team � Chicago Skyway Privatization: Buy side advisor � Harrisburg, PA Parking Garages, Financial Advisor � Illinois Lottery: Evaluation of potential privatization � Chicago Park District Parking Garage Privatization: Independent valuation advisor � Confidential Australian pension-funded investor – analysis of U.S. target assets � Confidential Parking Garage Privatization: Sell-side advisor � Southern Connector: Buy side evaluation of asset � Pennsylvania Turnpike: FA to Bidding Team and Buy side evaluation of asset � Colorado Dept. of Transportation: Advisor to Colorado Tolling Enterprise charged with privatization

analysis E. Team Information

1. Description of Bidder: provide a description of the Team, including a description of all Team Members and the anticipated legal relationship (governance and capital structure) among the Team Members (e.g., partners, shareholders, client-consultants, subcontractors, etc.) as appropriate. All equity investors should be identified.

KPS, as Team Leader has composed a team for the Chicago Metered Parking System, Chicago MP 2058 whose commitment and dedication to Chicago can be seen throughout the City in projects ranging from O’Hare International and Midway Airports, to Soldier Field. KPS has teamed with Imperial Parking (“Impark”), a national leader in Metered Parking Operations to privatize and operate the City’s and the District’s Metered Parking System. Team Members also include Plainfield Asset Management to provide equity funding and debt financings. The Financial Advisory team is lead by RBC Capital Markets. Scott Balice Strategies has been retained as co-Financial Advisory Services. Legal Advisor (potential pending clearance from the City of Chicago) to the team is Pugh, Jones, Johnson & Quadt, P.C.. The Chicago MP 2058 Team is dedicated



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to providing best in class service to the City and the District. Our firms’ consolidated experience in metered parking systems, state of the art technology and dedication to customer service will bring the City and the District first and foremost metered parking systems services.

Kenny Projects Services (“KPS”) is one of the premier design, construction and parking systems firms in North America. With a home base in Chicago and decades of experience in parking and infrastructure, KPS is ideally suited to serve as Team Leader for the Chicago MP 2058

Team. When it comes to innovative solutions to maximize revenue, no further searching is needed: KPS brings best in class design and execution to parking solutions.

Imperial Parking (Impark) is a full-service parking and transportation solutions company operating over 1,900 locations across North America. Impark has been in business for over 45 years and is one of the three largest

parking management companies with approximately 3,700 employees and 450,000 parking spaces. Included in Impark’s portfolio is a selection of all types of parking operations, including a number of municipally owned parking operations. Impark offers municipal clients tried and tested on and off-street parking systems, and unique added value services. Throughout its 45 year history, Impark has operated a variety of parking services for municipalities. Impark is the only major parking management company with its own enforcement and violations processing agency and is recognized as the industry leader in customer service oriented patrol and enforcement. Impark operates a higher proportion of unattended facilities than its competition and offers technology based solutions that put municipal clients at the forefront of parking service and revenue collections.

Founded in 2005, Plainfield Asset Management LLC is a Greenwich, Connecticut-based investment adviser registered with the Securities and Exchange Commission that manages in excess of $4.7 billion in equity

capital. Plainfield’s Founder and Chief Investment Officer Max Holmes has led the purchase of several companies, including FAO Schwarz Inc., eToys Inc., Sure Fit Inc., Asprey International Limited and SMART Papers, among others. Mr. Holmes is the sole managing member of Plainfield Asset Management LLC which has complete investment discretion over the funds that it manages. The Plainfield team will be personally led by one of its founding partners, Niv Harizman.

RBC offers an integrated global platform of infrastructure, public-private partnership (“P3”), and project finance specialist bankers with extensive P3 experience as a public sector advisor, private sector advisor, and lending institution to most of the major concessions firms active in Europe, Canada, and the emerging market in the

United States. RBC’s Infrastructure and Project Finance Group prides itself on having one of the most extensive track records in the industry with particular relevance to agencies looking to establish proven approaches for creating or improving infrastructure networks.



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Scott Balice Strategies LLC is a woman-owned, independent, full service financial advisory firm comprised of some of the most experienced experts

in the industry. We bring the Metered Parking System an incomparable team of professionals who, while grounded in the fundamentals, each approach privatization assignements from a unique viewpoint, drawing upon careers as bankers, accountants, government officials, bond buyers, equity investors, rating analysts, policy analysts, tax specialists, M&A attorneys, and economists. Based in Chicago, Scott Balice was created specifically to understand and to serve the needs of large, complex transactions; we pride ourselves on Wall Street level expertise with “down-to-earth” service. Scott Balice is certified as a Woman Business Enterprise (WBE). In 2006, we were ranked as #1 public financial advisor in Illinois and one of the largest financial advisors in the Midwest. Over the past five years Scott Balice has served as financial advisor on 150 transactions totaling over $12. billion.

Pugh, Jones, Johnson & Quandt, P.C. was established in 1991 to provide premium quality litigation and corporate legal services to clients who valued timely solutions delivered efficiently and cost effectively. As a minority owned and managed firm, we provide our clients with both proven professional excellence as well as the added

benefit of the firm’s inner personal diversity. Pugh, Jones, Johnson & Quandt, P.C.’s lawyers are acknowledged leaders in their fields and serve in various capacities in many prestigious legal and professional organizations. 2. Roles of Team Members and Key Personnel: Briefly outline the roles of the Team Members

and the key personnel. In doing so, please ensure that all the requirements as detailed in Section IV are addressed.

The Chicago MP 2058 Team has the necessary knowledge and demonstrated ability to operate and maintain the City and District’s Metered Parking Systems. A summary outlining the roles and key personnel involved of our team members are below.

Kenny Project Services – Team

Leader

KPS will Lead the Team. Our team role will be to provide local knowledge, expertise and analysis of the existing parking system. We will perform the functions of assembling the full team, coordinate RFQ and RFP response documents, due diligence, new system design implementation and oversight and

Gerry Kenny

Principal

Richard Delaney

Vice President

Christopher J. Kenny

Chief Financial Officer

Phoebe Selden

Senior Vice President

Debra Schnebel


Lois Scott

President

Scott Balice Strategies

Financial Advisor

Pugh, Jones, Johnson

& Quandt, P.C.

Legal Advisor

Eduardo M Cotillas

Partner

Ellen Benodin

Of Counsel

Lauren MacDonald

Of Counsel

Kenny Project Services

Team Leader

Chicago Metered Parking Systems

Imperial Parking

Equity/Operator

Plainfield Asset Management

Equity/Financing Provider

Herbert W. Anderson, Jr.

Vice Chairman, CEO

Bryan Wallner

President, COO

Mike McKeon

Regional Vice President

Max Holmes

Founding Partner and Chief

Investment Officer

Niv Harizman

Founding Partner and Head of the

Corporate Finance

Keith Carter


Aaron Barman

Director

Nick Fleischhacker

Vice President

Mark Mullek

Associate

Jim Pass

Managing Director

RBC

Lead Financial Advisor



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identify opportunities to enhance revenues. Gerry Kenny, the team leader, will lead the Chicago MP 2058 Team. Gerry has led the Kenny Projects Services company team as president in major projects across North America, Western Canada and Puerto Rico. Gerry’s decades of experience makes him the perfect candidate to lead this team. His work in Chicago for the construction of the Blue and Green line for the Chicago Transit Authority in addition to other various projects for Chicago’s Airports combined with hands on knowledge of parking garages and operations shows his ability to manage complex projects.

Richard Delaney will assist Gerry in leading the Team. Richard is a Vice President (for Palladian Development) and brings 25 years of experience that include commercial leasing, institutional investment sales and real estate. In addition, Mr. Delaney has specialized in the parking field for the last 15 years, completing over $200 M in transactions. He has been an advisor to major investment funds, private investors, cities, municipalities, and national parking companies. He also pioneered the conversion of public garages to private use and has created the first web-based marketplace devoted specifically to the trading and leasing of parking stalls, www.parkingbroker.com.

Christopher J. Kenny is an experienced financial executive with significant experience in high-tech, telecommunications and real estate. Chris will assist in the execution and negotiation of contracts and ensure the most efficient technology for the City and the District. Chris began his career at Level 3 Communications, Inc., an international communications company which operates one of the largest internet backbones in the world. While at Level 3, Chris was involved in corporate finance capital raising transactions in excess of $9 billion. Additionally, Chris led a team responsible for pricing, negotiating and maintaining customer contracts in excess of $1 billion annually.

Impark – Operator

Impark is a key component of the team as the proposed operator of the meter operations. Impark operates 53 parking location in the Chicago area with approximately 90 employees working from Impark’s regional office in the city. Included in Impark’s Chicago portfolio is a substantial contract for the operation of the parking facilities along the Metra commuter rail line. These facilities operate using a combination of meters and ‘pay-by-phone” operations, and feature Impark’s service oriented ‘Parker Pete’ motorist assist program. The Impark team in Chicago includes a Regional Vice President with substantial parking experience, as well as four additional senior managers with proven parking expertise. In addition to the local management team, Impark provides substantial corporate support for all the services it offers including human resources, marketing, parking equipment service and procurement and consulting, in addition to all back office functions provided through its 200 person Shared Services Center. As Impark's Vice Chairman and Chief Executive Officer, Herbert W. Anderson, Jr., will direct the planning and execution of internal and external growth strategies for the City and the District. He is also responsible for ensuring the company meets its commitments to clients by leading targeted initiatives in the areas of finance, administration, business development and human resources.



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With over 23 years of experience in the parking industry, he has overseen parking and property management operations throughout the United States and Canada. Mr. Anderson is a Vice President and executive board member of the National Parking Association and is a member of the International Parking Institute, Urban Land Institute, and BOMA International. In addition, Mr. Anderson is a board member of The Friends of NORD and a member of the Board of Trade in Vancouver, British Columbia and New Orleans, Louisiana.

Bryan Wallner is responsible for the overall operational activity for the City and District. As the company's President and Chief Operating Officer, he is responsible for managing key client relationships and the development and execution of targeted strategic objectives in the areas of operations, business development and technology, which has most recently included the wireless payment option program. Mr. Wallner directs marketing and operational initiatives to increase service to clients and maximize return at each facility. With 15 years of experience in the parking industry, he has held a variety of positions both at Impark and other international parking services companies. Mr. Wallner is a BOMA International member and a current board member for the Pacific Parklands Foundation. In the past he has been involved in roles with the Canadian Parking Association and the National Parking Association.

Mike McKeon is the Regional Vice President for operations in the Midwest and Florida. He will direct all business related functions for the team including operations, business development, contract negotiations, contract compliance, client and customer satisfaction. Mr. McKeon has been in the parking industry for 15 years, including his three years in this role at Impark. He is a member of BOMA International, the Chicago Downtown Development Council, the National Parking Association and the International Parking Institute. Plainfield Asset Management

Plainfield Asset Management provide equity and debt financing for the team. Max Holmes will lead the Plainfield Asset Management team. He is the Founding Partner and Chief Investment Officer for the company. Prior to founding Plainfield Asset Management LLC in February 2005, Max Holmes was the Head of the Distressed Securities Group and a Managing Director of D. E. Shaw & Co., L.P. As Head of the Distressed Securities Group, Mr. Holmes was a Co-Portfolio Manager for D. E. Shaw Laminar Portfolios, L.L.C. from 2002 through 2004. Niv Harizman, is the Founding Partner and Head of Corporate Finance for the Plainfield Asset Management. Prior to joining Plainfield, Mr. Harizman was a Managing Director of Credit Suisse First Boston from 2000 to 2005, where he was Head of Financial Sponsor M&A and New Business Development as part of the Firm’s Mergers & Acquisitions Group. During this period, his team helped originate and execute multiple M&A and financing mandates for financial sponsors and corporate clients of the firm. Keith Carter, is the Senior Vice President of the Corporate Finance for the Plainfield Asset Management Group. Prior to joining Plainfield, Keith Carter was from 2005 to 2006 a Vice President of



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Briscoe Capital Management LLC, the investment sub-advisor to the Fairfield Briscoe Senior Capital Fund, a hedge fund with $400 million of assets affiliated with the Fairfield Greenwich Group, focused on non-investment grade leveraged loans to companies owned by financial sponsors. RBC Capital Markets – Financial Advisor

RBC Capital Markets is the Financial Advisor to the Chicago MP 2058 Team. Aaron Barman, Director of US Infrastructure & Project Finance, joined RBC Capital Markets in December 2005 with responsibility for U.S. Project Finance in the surface transportation sector. Mr. Barman has over 20 years of project finance banking experience as a senior banker at Macquarie Securities (USA) and Prudential Financial including assignments on some of the pioneering PPP projects in the United States. Since joining RBC, he has served as financial advisor for U.S. PPP clients contemplating new project or asset securitizations including the North Texas Tollway Authority, the Georgia Department of Transportation, the Northwest Parkway Public Highway Authority, and the Tampa- Hillsborough County Expressway Authority. Aaron holds a master’s degree in urban planning and is also Series 7, 24, and 63 licensed. James E. Pass, Managing Director and Manager Chicago Public Finance, is a Managing Director in the Public Finance Department and manages the Firm’s Chicago Public Finance Office, which covers Missouri, Illinois, Kansas and Indiana. Prior to joining RBC Dain Rauscher, he was a Vice President at Salomon Smith Barney, where he participated in a variety of transactions to benefit airports, tollways, convention centers and universities, among others. As a matter of fact, he participated in the first tollway financing in the State of Missouri and was instrumental in developing a one-day seminar for the staff of MoDOT on the public finance industry. He has been involved in the public finance industry since 1986 and has senior managed financings aggregating to approximately $5.0 billion. Mr. Pass has an A.B. degree in Political Science and History from the University of Pennsylvania. Nick Fleischhacker, CFA, Vice President, US Infrastructure & Project Finance has worked in RBC’s US infrastructure finance group since its inception in 2005. Nick’s experience includes the provision of financial advice and arranging debt products across a broad range of P3, acquisition, project, municipal and corporate financings. Nick has worked in RBC’s London office where he focused on transportation related transactions. Nick holds a BA Carleton College and MBA from Boston University. He is Series 7 and 63 licensed and is a CFA charter holder.

Mark Mullek, Associate, joined RBC Capital Markets in New York as an associate in September 2006 and is responsible for providing credit and advisory services for infrastructure and project finance transactions. Sector experience includes transportation, ports, parking garages and utilities. Mark’s previous experience includes working within the Corporate Finance and Treasury Department of Entergy Corporation where he provided credit analysis and execution support for Entergy capital markets’ deals. Immediately prior to joining RBC, Mark worked within the Private Bank of JPMorgan Chase. Scott Balice Strategies – Co-Financial Advisor

Scott Balice is the co-Financial Advisor to the Chicago MP 2058 Team. It will provide valuation analysis, revenue analysis, structuring expertise and review of legal documents.



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Phoebe Selden will lead the team and draw upon many years of public sector experience and our staff’s diverse skill set while serving the Team. Phoebe heads up Scott Balice’s Transportation and General Government Groups and is a key member of its privatization group. She is recognized as a local government finance expert, with over 24 years of government and public finance experience. Phoebe has focused her career on developing innovative plan of finance structures and rating agency strategies and has completed almost $15 billion of bond financings. Debbie Schnebel, a former M&A attorney brings a wealth of project finance, transactional and privatization experience. Our team’s outstanding diversity, synergy and quality creates the platform for our world class financial advising. Debbie brings Scott Balice experience as both a public finance banker and attorney with a total of over 25 years in the lending/structured finance practice arena. Debbie has represented lenders and borrowers in a variety of commercial financing transactions, including secured and unsecured credit facilities, acquisition financings, workouts and restructurings. Her practice has also included the representation of clients in structured financings, and private placements and Rule 144A offerings. Lois A. Scott, co-founder of Scott Balice Strategies, heads the Public Sector Advisory Team with 25 years experience at the highest levels of finance, management, strategic planning and government policymaking. The firm has been ranked as the Midwest’s #1 Financial Advisory team, with more bankers on the ground in Chicago than most underwriters and an office in Anchorage. Lois’s national reputation has been formally honored on numerous occasions, including earning “Deal of the Year” recognition by two leading financial and government journals in 1997, and again in both 2005 and 2006. Strategy, structure and analytical support from Lois Scott, our President, ensures the overall mission is accomplished. Financings for 40% of the nation’s leading transportation assets highlight the magnitude of her involvement in transportation related financing on a national level. Pugh, Jones, Johnson & Quandt, P.C.

Eduardo M. Cotillas pending clearance from the City of Chicago will lead the legal advisors for the Chicago MP 2058 Team. He was for 20 years a member of the City of Chicago Law Department. During the last seven years of his tenure he was a Deputy Corporation Counsel in charge of the Aviation and Contracts Division. He was lead in house counsel regarding the privatization of the Skyway. Since July of 2005, he has been a partner with the firm of Pugh, Jones, Johnson and Quandt, in Chicago where he practices in the areas of governmental asset privatization and intergovernmental relations. His privatization experience is unparalleled relating to the City and State’s standards. He has been co-counsel for the City of Chicago in the privatization of the City’s Downtown Parking System. Eduardo also represents the State of Illinois in connection with the proposed privatization of the Illinois State Lottery. In that role he was the primary drafter of the “Lease” agreement that will become the operative document between the State and the private operator if the transaction is consummated. Ellen Benodin will assist Eduardo in the legal review of this transaction. She is Of Counsel to Pugh, Jones, Johnson & Quandt and works in its Government Contracts Department. Ms. Benodin practiced mainly in the areas of contract and commercial law at the City of Chicago Department of Law. She also



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served the City’s Department of Law as a supervising attorney (later as Chief) in the Aviation and Contracts Division. Since 2004, Ms. Benodin has updated airport concession agreement forms, negotiated and drafted various construction management and professional services agreements.

Ms. Benodin has drafted and negotiated complex commercial leasing, licensing and sponsorship agreements, also professional services, IT, and construction contracts related to the development of Navy Pier while serving as senior staff attorney at the Metropolitan Pier and Exposition Authority.

Lauren MacDonald is Of Counsel with Pugh, Jones, Johnson & Quandt’s Transactional Practice Group. Prior to joining Pugh, Jones, Johnson & Quandt, Ms. MacDonald served as Assistant Corporation Counsel in the Contracts and Aviation Division for the City of Chicago Law Department and there worked on numerous professional services and technology services agreements. Ms. McDonald has assisted in the drafting of long-term license and lease agreements for the privatization of the State of Illinois Lottery, City of Chicago Downtown Public Parking System Concession Agreement and the Chicago Midway International Airport and Lease. 3. Operator. Specifically identify the entity or entities that will act as operator of the Metered

Parking System under the proposed Concession. Imperial parking which operates over 1,900 locations and is the third largest operator in North America will act as the operator for the Chicago MP 2058 Team. 4. Contact Person: Provide a single contact person for all future communication between the

Advisor and the Team. Please identify the contact person’s name, title, organization, address, telephone number, fax number, and email address.


Contact person Gerry Kenny

Title Partner

Address 180 N. Stetson # 1300 Chicago, IL 60601

Telephone number (312) 297-0038

Fax number (312) 297-0039

Email address [email protected]

5. Controlling Interest: Identify the companies who hold a major or controlling interest in each

Team Member. Kenny Project Services, Scott Balice Strategies, Pugh Jones Johnson and Quandt, and Plainfield Management Asset do not have a company that has a major or controlling interest. Imperial Parking Corporation is wholly owned by Parking Holdings Inc which is wholly owned by Babcock Brown Gates Parking Investments LLC, a company owned jointly by Babcock Brown Parking Management Fund I LP and Parking Management Fund II, LP.



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

Financial Advisor: RBC offers an integrated global platform of infrastructure, public-private partnership (“P3”), and project finance specialist bankers with extensive P3 experience as a public sector advisor, private sector advisor, and lending institution to most of the major concessions firms active in Europe, Canada, and the emerging market in the United States. RBC’s Infrastructure and Project Finance Group prides itself on having one of the most extensive track records in the industry with particular relevance to agencies looking to establish proven approaches for creating or improving infrastructure networks.

Co-Financial Advisor: Scott Balice Strategies has been retained to conduct financial advisory services for the Team. Scott Balice’s breadth of work in the privatization sector includes being an independent valuation expert and advisor for sell-side and buy-side entities. Scott Balice’s key sell-side experience includes working for the Chicago Parking Garage privatization and Detroit’s Greektown Parking Garage Privatization. Our buy-side experience includes working on the Chicago Skyway, Pennsylvania Turnpike, and Southern Connector. Phoebe Selden, Debbie Schnebel and Lois Scott will be the primary individual serving as the financial advisors to the Team Legal Advisor: Pugh, Jones, Johnson & Quandt, P.C. has been retained, pending clearance from the City of Chicago to conduct legal review of the Parking Metered Systems project. The same team that has been selected for legal review of this project has also been assigned to review the State of Illinois Privatization of the lottery and the Chicago Parking Garage Privatization. Pugh, Jones, Johnson & Quandt, P.C. prides itself in their quality of work and will demonstrate this in this project. The core team for the legal advisor is Eduardo M. Cotillas, Ellen Benodin, Lauren MacDonald. 7. Comparable Projects: Provide a list of comparable projects in which Team Members have

participated. Bidders should specify how these comparable projects relate to the proposed Concession.

Our team’s experience in management, operator experience, equity and privatization is exemplified through our work experience below.

KENNY PROJECT SERVICES

ENTITY DESCRIPTION

Adaptive Reuse of

Solider Field

The team provided general contracting and construction management services as part of a joint venture to rebuild Solider Field, home to the NFL’s Chicago Bears and long revered as a great American sports palace and Armed services monument. Jerry Kenny oversaw the design/construction of over 5,000 parking stalls for Solider Field. The value of this project was over $600M and completed in 19 and a half months.

Midway Airport

Terminal Development

The team provided general construction management as part of a multi-year joint venture to revitalize Midway International Airport, one off the fastest-growing airports in the continent and a leading source of jobs and income for the Chicagoland region. The projected included a design and construction of 3,500 parking stalls for Midway International Airport.



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KENNY PROJECT SERVICES

ENTITY DESCRIPTION

Chicago Transit

Authority

The team was the construction manager/general contractor for the Green line, Blue line and other various projects for the Chicago Transit Authority valued over $1 billion. These projects also includes parking construction.

Various Parking

Experience

Kenny Project Services has design/constructed and managed parking for the following locations: Washington D.C., Northern Virginia, Los Angeles, San Juan, Seattle and Buffalo. Kenny Project Services has worked on over 25,000 parking stalls.

New Orleans

International

Expansion

The team served as a program manager which included construction of a new terminal, expansion and renovation of exiting terminals, renovation of general facilities including apron, ramp, taxiway and runway projects.

Boston Engine

Terminal

The team was the construction manager/construction manager for the Boston Engine Terminal that is valued at $180 million

IMPERIAL PARKING

ENTITY DESCRIPTION

City of Milwaukee, WI

In 2006 Impark was awarded the contract for the collection of revenue from the on-street operations for the City of Milwaukee. Impark collections staff additionally provides ‘first-line’ maintenance for the single space meters.

City of Kelowna,

British Columbia Impark manages the on and off-street operations for the City of Kelowna. Responsibilities include the management of 2 large parking structures and 17 surface parking lots. In addition, Impark operates the enforcement and violation revenue collection program for the entire on and off street operations including 1,300 single and multiple space meters. Impark works closely with the City of Kelowna developing marketing programs to promote use of the facilities, and taking an active role in the City’s Parking Advisory Committee.

City of San Francisco

890-space garage serving City employees, other local business tenants, transient & monthly parkers Operated by Impark Parking since October 2004 for the City of San Francisco.

City of Coquitlam, B.C.

3,000 on-street and off-street stalls within Town Centre including Aquatic Centre, Cultural Centre, and sports fields. Operated since 1998. Off-street metered (pay-by-stall), on-street metered, and on-street permit/time restrictions.

City of New

Westminster, B.C.

Two separate facilities, 870 combined spaces, with revenue of approximately $1million annually. Operate by Impark since 1985.

City of New York

A Four story above ground plus 1 level below grade garage with 471 space. The garage is primarily self-park and operated with ScanNet Federal APD equipment. The garage generates an annual revenue of approximately $1.5million.



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PLAINFIELD ASSET MANAGEMENT

ENTITY DESCRIPTION

Aqueduct Raceway Plainfield is bidding to control the video lottery terminals at Aqueduct Raceway and build a mixed use hotel/retail facility. The details of the bid are not public, however, so we cannot disclose this information.

Bank of Greenwich Plainfield currently owns 25% of the Bank of Greenwich, and was the lead investor for the round of equity financing completed to fund the start-up operations of the bank's first branch. The Bank of Greenwich is a new full-service, state-chartered commercial bank, heaquartered in Greenwich, CT.

Gadish Plainfield, in association with Psagot Financing, led the acquisition of Gadish, the largest provident fund in Israel, which manages 20 billion NIS (US $6 billion). Plainfield commited north of $200 million in equity, which implies an enterprise value of Gadish north of $600 million.

Kara Homes Kara Homes is the third largest homebuilder in New Jersey. The Company was adversely affected by the downturn in the housing market and consequently filed Chapter 11 protection on October 5, 2006. Plainfield provided DIP financing, acquired bank debt and claims, sponsored a plan of reorganization and recapitalized the Company, facilitating an emergence from Chapter 11 on October 1, 2007. For Kara Homes We're a senior lender (in for about $30mm today) and we own about 60% of the equity ($21.4mm). Total EV of the company is close to $90mm. We also have an additional $20 million of commitments on our construction facility.

Primary Wave Music

Publishing

Plainfield is currently a 33% owner of Primary Wave Music Publishing , a company formed for the purpose of purchasing music copyrights and marketing and administration of music catalogs. Primary Wave's best known purchases include: Nirvana, Daniel Johnston, Hall & Oates, Blue October and a small share in the Beatles. Plainfield provided first lien debt, second lien debt and was the lead equity investor in the startup.

Tiverton Power Plant and

Rumford Power Plant

Plainfield currently owns 32.6% of the equity of Tiverton Power Plant and Rumford Power Plant located in New England. The plants were both formerly owned by Calpine. As the largest holder of the Company's notes, Plainfield initiated a process to take control of the assets when Calpine rejected the facility leases. Plainfield led a first lien DIP financing enabling the bankruptcy court-appointed receiver to operate the power palnts, and subsequently led a first lien debt, second lien debt and common stock raise to allow the Company to emerge from Chapter 11. Total size of the debt we owned prior to the



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PLAINFIELD ASSET MANAGEMENT

ENTITY DESCRIPTION

restructuring was $136.7 million.

Wildwood Casino American Gaming Group is constructing the Wildwood Casino at Cripple Creek, Colorado. Expected completion date is June 2008. Wildwood will be the first casino as visitors enter the Cripple Creek market. The property will feature 50,000 sq. ft. of new construction. The casino floor will offer approximately 700 slot machines and 14 table games within 25,000 square feet of gaming area on one level. Plainfield partnered with American Gaming Group, Guggenheim Corporate Funding and various individual investors to provide financing for the deal which includes multiple tranches of secured debt, subordinated debt and equity. Total capital provided was approximately $83 MM, of which Plainfield contributed approximately $25 MM.

RBC ENTITY DESCRIPTION

Harrisburg Parking Authority RBC Capital Markets has been working with the City of Harrisburg and

Harrisburg Parking Authority since early 2007 to explore a potential

concession based privatization of certain of its parking assets. This

assignment began as an assessment and evolved into a managing the

procurement process. North Texas Tollway Authority RBC recently completed advising the NTTA on its “Public Sector

Alternative” for a P3 on SH 121. Additionally, RBC is currently engaged by

the NTTA as P3 Advisor for the Market Valuation of SH 161.

Indiana Toll Road RBC was engaged by Itinere (the road concessions arm of Grupo Sacyr Vallehemoso) on an exclusive basis to serve as financial advisor in connection with its bid for the privatization of the 157 mile Indiana East-West Toll Road concession and lease agreement in 2005. Itinere has again hired RBC to advise it for Florida’s Jacksonville Outer Beltway Project.

Northwest Parkway Public

Highway Authority RBC recently completed its FA mandate to this Authority in Colorado for the privatization of the Northwest Parkway. In addition to structuring and running the procurement process for the Authority, RBC helped create and negotiate the concession agreement through negotiations with the short-listed P3 bidders. The final agreement was negotiated and made with the Brisa / CCR consortium.

Missouri Bridge Improvement

Program

RBC was engaged by John Laing Infrastructure on an exclusive basis to

serve as financial advisor in connection with its bid for the MoDOT Bridge

Improvement Program. RBC was also mandated senior manager and for the

transaction.

Tampa-Hillsborough County

Expressway Authority

RBC was engaged by the Authority in Florida as Special Financial Advisor

for P3 transactions. RBC was working with the Authority on the letting of a



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RBC ENTITY DESCRIPTION

concession for the New Tampa East-West Road, a 3.2 mile “greenfield” toll

road for which two private sector concessionaires submitted RFPs. The road

is a DBOMF project that is currently going through an environmental

process.

Georgia Department of

Transportation

RBC is engaged by the GDOT as P3 Financial Advisor. RBC is currently

evaluating billions of dollars of projects across the state for GDOT, many of

which may be funded through public-private partnerships.

SCOTT BALICE STRATEGIES

ENTITY/ PROPERTY

LOCATION

DESCRIPTION

Office of the Inspector

General

U.S. Department of Transportation

Scott Balice is producing a report on the behalf the Office of the Inspector General U.S. Department Financial that details the advantages and disadvantages of PPP transactions as compared to municipal financing and assesses the benefits and costs to the private investor.

Southern Connector

Financial advisory services

Scott Balice is advising international bidding consortium for the Southern Connector. We are conducting valuation analysis and assisting with identifying and evaluating teaming opportunities

International Pension

Fund


Scott Balice is serving as U.S. advisor to leading international pension fund and analyzing and prioritizing privatization investment opportunities in the U.S.

Pennsylvania Turnpike


Scott Balice is advising international bidding consortium. We are conducting valuation analysis and assisting with identifying and evaluating teaming opportunities

Midwestern City Utility system repositioning

Scott Balice developed an operating and financial strategy to reduce cost and increase efficiency of municipally owned utilities. We evaluated privatization opportunities and developed negotiation strategy for power purchase agreement

Illinois Tollway

Privatization and Securitization

Scott Balice analyzed and replicated findings of Legislators’ advisor and developed alternate securitization strategy for consideration.

State of Illinois Lottery Securitization analysis

Scott Balice provided privatization and securitization analysis on major revenue-producing assets and detailed economic analysis of alternative strategies

Chicago Park District Sale of Parking Garage System Concession

Chicago Park district retained Scott Balice to conduct valuation analysis and financial modeling. The project also included strategy development, document review and reinvestment analysis.

Detroit Building

Authority Parking Garage Sale,

Scott Balice evaluated various proposals to sell or lease/leaseback prime parking asset and assessed options to sell remainder of the parking system.



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14

SCOTT BALICE STRATEGIES

ENTITY/ PROPERTY

LOCATION

DESCRIPTION

April 2006

State-level Government

Agency Acquisition of publicly traded transportation company

Scott Balice advised a state-level agency on valuation for publicly traded company and the transaction was not recommended. Scott Balice evaluated cross-border financing structures that affect the value of the asset and orchestrated tax analysis on alternative structures.

Chicago Skyway Group Long-term lease concession

Scott Balice was the FA to international consortium bidding on lease-concession contract for Chicago Skyway. We developed tax-exempt plan of finance that increased value.

8. References. Provide a list of Team Members references. These references should be able to

describe the relevant qualifications and capabilities of the Team Members seeking to take a leading role in the operation and of maintenance the Metered Parking System.


Chicago O'Hare

International Airport

City of Los Angeles Chicago Parking Systems

Nuria Fernandez (773) 686-8060 10510 W. Zemke 2nd Floor Chicago, IL 60666 [email protected]

James Hahn Mayor of Los Angeles (213) 978-0600 200 North Spring Street Room 303 Los Angeles, CA 90012 [email protected]

Simone Constant Babcock & Brown Australia Pty Ltd Level 23, The Chifley Tower 2 Chifley Square Sydney, NSW 2000, Australia 61 2 9231 5619

Imperial Parking References

AON Building Garage

Chicago, IL

Oxford Properties Parking

Portfolio - Canada

Civic Center Garage

San Francisco, CA

Paul E. Schloff

Senior Vice President Jones Lang LaSalle (312) 228-8200

Andrew McCallan

Senior Vice President, Real Estate Oxford Properties Group (416) 865-8080

Steven Lee

City & County of San Francisco Dept. of Parking & Traffic (415) 554-9869



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Plainfield Asset Management References

Alpine Group Marco International Sciens Capital Management

Steven Elbaum Chairman & CEO One Meadowlands Plaza East Rutherford, NJ 07073 (201) 549-4400

Alan Kestenbaum Chairman & CEO 1 Penn Plaza 250 West 34th Street New York, NY 10119 (212) 798-8100

John Rigas Chairman & CEO 667 Madison Avenue New York, NY 10021 (212) 471-6100

F. Technical Capability

Team Should address the following area with respect to technical capability:

1. Operations and Maintenance Expertise: Teams must provide evidence demonstrating their

availability to operate and maintain a parking meter and lot system of this nature and scope. Specifically, team should have:

a. substantial urban street meter parking maintenance and operation experience; and

b. all the capabilities necessary to successfully operate and maintain the Metered Parking System including routine maintenance, operations management, parking fee management and operations, administration, marketing and public relations, and parking operations.

Operation and maintenance

Impark is unique in the parking industry in that it operates a system of parking management across its entire system composed of metered parking, off street pay-and-display or pay-by-space meter.. More than half of Impark’s 1,900 locations are operated without on-site staff, and Impark has developed a highly efficient system of pay-and-display or pay-by-space meter controlled parking facilities supported by the one of the industry’s largest patrol and enforcement networks. Enforcement is the backbone of any meter or pay and display parking system. With over 20 years of experience issuing and collecting parking violations, Imperial Parking sets the standard for enforcement across North America. In 2007, Imperial Parking wrote more than 700,000 violations in jurisdictions across Canada and the US. In order to handle the processing of this volume of parking violations, Imperial maintains a separate division, City Collections Company. Last year, City Collections processed over $12 million in violation revenue and handled more than 300,000 telephone and written inquiries from violators. We currently manage parking enforcement for private landlords, colleges, airports and municipalities in 34 regions across Canada and the US, and can bring to any municipal operation a new level of expertise with respect to the issuing of the notices and the follow-up required to ensure maximum payment of violations issued.



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Our ultimate aim is to provide a fair and equitable violation procedure, that protects the revenue potential of the parking facilities, and respects the process of appeal for customers who consider their violation notices in error, but yields the maximum possible revenue from parking infractions.

Impark Wireless

Impark offers a unique suite of wireless services that set municipal parking operations at the leading edge of technology. Impark Wireless Express is a system that allows users of on and off-street parking to pay for short term parking and currently represents the leading edge in municipal parking operations. The system blends perfectly with all types of pay-and-display or pay-by-space operations, builds customer loyalty, and offers customers significant convenience.

� Customers call the number shown on a sign at the parking facility or curb. (One-time registration is required the first time the system is used.)

� The customers quickly purchases the required time.

� An optional text message reminder can be sent to the customer before their parking expires.

Impark Wireless E-Pass changes the way longer term parking operates. Conventional pass-based monthly parking systems need you to fill out forms, provide a deposit, and always display your parking pass. Impark Wireless E-pass changes all that. Using a simple and quick over-the-web registration, the customer can sign up for weekly, monthly, or annual parking at a variety of sites. And you never have to display a pass! Impark Wireless uses the license number instead of a paper pass. Billing is straight to the registered credit card. 2. Customer Service: Teams must demonstrate their commitment to achieving the highest

standards of customer service and satisfaction. Specifically, the Team must highlight its experience and qualifications providing excellent customer service to the public. Teams may at their option include additional information concerning their experience in maintaining productive ongoing relationships with government entities, similar to the relationship that the winning Private Operator will have with City and the Park District.

Exceptional service would be provided to the users of the metered parking system through a number of key initiatives: Improved equipment: Impark would provide recommendations for the conversion of current parking meters to sophisticated multi-space meters offering customers more reliable service, an easier interface and more options on payment, including the acceptance of credit cards and stored value cards.

Impark Wireless Pay-by-phone: would allow customers to pay without interacting with a meter at all, the system provides for a full feature web interface where customers can register a credit card and be provided a statement of their parking activity. Once registered customers merely call a number to



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activate their parking and even receive text notification of imminent expiry. This system is widely used throughout the Metra parking facilities in Chicago.

Web Interface: a website dedicated to the meter parking system would allow customers to access information and take advantage of the new features that would be offered.

‘Parker Pete’ motorist assist program: Impark’s customer service program helps customers who have locked their keys in the cars, run out of gas, have a dead battery or flat tire.

Parking Store-front: In addition to providing a full featured customer self-serve web based functionality, Impark would offer counter service to those requiring personal interaction with respect to the service offered by the parking system. 3. System Improvements: Teams must demonstrate their ability to efficiently undertake

innovative technology and other improvements to the Metered Parking System during the term of the Concession Agreements.

Impark is very familiar with all the various parking systems that are available in North America and maintains a Technical Services Department with technicians available to provide expert advice on all types of revenue control equipment used at our locations. The Technical Services Department will also make recommendations to our clients and regularly prepares Requests for Proposals for parking equipment on behalf of clients, and subsequently evaluates the responses. We consider that maintaining this expertise, and a close relationship with manufacturers and suppliers of equipment to be an essential part of being a “full service” parking company. Imperial Parking has experience of both manufacturing and selling revenue control systems. Impark at one time owned Ventek International of Petaluma, California (formerly Park-ur-Self), and was also the exclusive Canadian representative for Federal APD. While Impark no longer has formal associations with these companies, this has left us with a good understanding of revenue control equipment, and the demands involved in the process of automating facilities. Impark therefore has the technical expertise to undertake the technological and equipment improvements as required.

An outline of how the Metered Parking System would be operated

Very briefly, the operation of the metered parking system falls broadly into five areas:

Meters

A Meter Department would deal with ensuring the functionality of the parking equipment in use. Regular preventative maintenance of the inventory of meters, the maintaining an inventory of spare parts and immediate response to any meter malfunctions are key responsibilities of this area of the parking system.

Service

The interface with customers and handling inquiries and complaints, would be undertaken through both a web interface and through counter service offered at a store-front location. Customer service



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representatives would resolve customer issues and handle the processing of the programs offered by the system.

Revenue Collection

A team of meter collectors circulates through the parking system to securely collect and deposit the revenue received at the parking meters. Each deposit is counted and reconciled against reports generated by the parking meters.

Accounting & Revenue security

The accounting department reconciles all cash deposits, together with revenue from other sources, such as pay-by-phone and credit card revenue. The accounting department relies heavily on the division of duties and strict policies and procedures to ensure the security of revenue processing and reporting. Audit occurs at three different levels (field, branch and corporate) to ensure compliance with procedures.

Patrol and enforcement

Patrol and enforcement supports the meter operations through checking for compliance and ensuring maximum revenue generation. Patrollers are scheduled to provide adequate coverage of all meters and provided with state-of-the-art handheld equipment, interface in real-time with a central database of violations. This provides for a sophisticated and flexible strategy for dealing with violators, and dispels customer dissatisfaction with the system The enforcement department is supported by a specialist call center to handle inquiries and a separate accounting and reporting system. The specific procedure for following up on unpaid fines is dictated by the requirements of the individual project. G. Financial Capability

Teams should address the following areas with respect to financial capability:

1. Financial capability to Make the Upfront Payment and Maintain the Metered Parking System. Teams must demonstrate their financial capacity to make the upfront payment required under the Concession Agreements and to maintain the Metered Parking System for the term of the Concession. To demonstrate sufficient financial capacity, Team Members must provide copies of audited financial statements for the past three years, together with any other relevant financial information. If audited financial statements cannot be provided, Team Members should provide enough financial information to demonstrate that they have the financial resources to successfully execute a project of this nature and scope.

Please see financial information provided in separate envelopes. Team Members that did not provide financial statements will provide tax returns and other information upon request.

Please note that these financial Statements are ‘Confidential’ and are to be used for this purpose only and are not to be disclosed to any third party.



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2. Ability to Raise Financing: Teams must provide specific evidence demonstrating their ability to raise financing for a project of this nature and scope. Specific factors that will be assessed include:

a. capability of raising the debt and equity in the current capital markets; b. the number and size of past relevant transactions; and c. specific experience on past relevant transactions. Source of operating capital

Impark is a well funded organization with the capacity to provide financing for capital improvements at its operations. These improvements typically involve the procurement and installation of upgraded revenue security equipment, improved lighting and security, and cosmetic enhancements. Impark has the ability to either fund the initial capital investment either through use of its own cash, or alternatively through arranging a third party lease. This funding ability provides a unique benefit to the property owner through the opportunity to pay for the capital improvements as operating costs over the term of Imparks contract. In addition to upgrades and improvements to existing facilities, Impark has direct access through its ownership group to providing financing for larger capital equipment purchases or new garage construction. Impark’s owner partners include international investment and advisory firm Babcock & Brown and The Gates Group, LLC, both organizations with substantial resources for investment in parking related projects

SOLICITATION OF OFFERS


Long-Term Concession

Request for Qualifications

March 14, 2008

CHICAGO MP: 2058

Gerry Kenny, [email protected]

1800 N. Stetson # 1300

Chicago, Il 60601

Tel: (312) 297-0038


Long-Term Concession

Request for Qualifications

March 14, 2008

1

Table of Contents

D. Executive Summary……………………………………………………………………………….1

E. Team Information…………………………………………………………………………………1

E.1. Description of Bidder…………………………………………………………………………...2

E.2. Role of Team Members and Key Personnel…………………………………………………….3

E.3. Operator…………………………………………………………………………………………8

E.4. Contact Person………………………………………………………………………………......8

E.5. Controlling Interest……………………………………………………………………………...8

E.6. Expected Advisors………………………………………………………………………………8

E.7. Comparable Projects…………………………………………………………………………….9

E.8. References………………………………………………………………………………………15

F.1. Technical Capability………………………………………………………………………….....16

F.1 Operations and Maintenance Expertise…….…………………………………………………....16

F.2. Customer Service………………………………………………………………………………..17

F.3. System Improvements…………………………………………………………………………...18

G. Financial Capability……………………………………………………………………………….19

G.1. Financial Capability……………………………………………………………………………....20

G.2. Ability to Raise Financing……………………………………………………………………….20

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