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HomeMy WebLinkAboutAGMT - Ampco System Parking • i PARKING FEE COLLECTION AGREEMENT between 'E SEAL "� _....POD.�. sue, , '064 Cpl.-- City of Seal Beach 211 - 8th Street Seal Beach, CA 90740 Ampco System Parking 1150 South Olive Street, 19th Floor Los Angeles, CA 90015 This Professional Service Agreement ("the Agreement") is made as of December 12, 2011 (the "Effective Date"), by and between Ampco System Parking ("Consultant"), a California corporation, and the City of Seal Beach ("City"), a California charter city, (collectively, "the Parties"). 1 of 9 S7296-0001\1410636v2.doc s • RECITALS A. City desires to contract for the collection of parking fees. B. Consultant represents that it is qualified and able to provide City with such services; and has previously provided such services to the City pursuant to an agreement between the Parties dated December 8, 2008 ("the 2008 Agreement"). C. It is the mutual intention of the Parties that this Agreement supersede and replace the 2008 Agreement. NOW THEREFORE, in consideration of the Parties' performance of the promises, covenants, and conditions stated herein, the Parties hereto agree as follows. AGREEMENT 1.0 Definitions For purposes of this Agreement, the following words shall have the meanings set forth in this Section 1: 1.1. "Facilities": City's automobile parking facilities Lots 1, 8, and 10, as depicted on the attached Exhibit A. 1.2. "Fee Collection Equipment": automated machinery capable of collecting fees for parking and storage of motor vehicles upon the Facilities. The term includes "Pay Station." 1.3. "Pay Station": means a LUKE Pay in Display machine manufactured by Digital Payment Technologies, Inc., and as more fully described in Exhibit B. 1.4. "Gross Parking Receipts"means all revenue derived from the parking and storage of automobiles at the Facilities, regardless of whether such fees are paid on an hourly, daily, weekly,or monthly basis. 2.0 Scope of Services 2.1. Consultant shall maintain Fee Collection Equipment at the Facilities in good working order. 2.2. Consultant shall be solely responsible for the maintenance of the Pay Stations and shall promptly repair or replace any Pay Station that is not functioning properly. 2.3. Consultant shall regularly collect all Gross Parking Receipts, including but not limited to all revenue from the Fee Collection Equipment. 2.4. On the first day of each month, Consultant must deliver to City: (1) a monthly payment in accordance with the monthly payment schedule found in Exhibit C; and(2) a written itemized report of the Gross Parking Receipts collected during the previous month, which report 2 of 9 57296-0001\1410636v2.doc • shall be in a form acceptable to the City and must at a minimum contain an itemized record of the gross parking receipts collected from the Fee Collection Equipment installed at the Facilities. 2.5. On or before January 15 of every year, Consultant shall deliver to City: (1) 65% of any Gross Parking Receipts collected during the previous 12 months in excess of$300,000; and (2) a written itemized report, in a form acceptable to City, of the Gross Parking Receipts collected during the previous 12 months. 2.6. In the event of termination of this Agreement, on whatever grounds, Consultant shall deliver to City on or before the 30th day following such termination: (1) 65% of any Gross Parking Receipts collected during the then current annual term in excess of$300,000; and (2) a written itemized report, in a form acceptable to City, of the Gross Parking Receipts collected during the then current term. 2.7. Consultant shall obtain and maintain in good standing all permits and licenses required or necessary for the performance of this Agreement. 2.8. Consultant shall maintain a complete set of itemized records, in a form approved by the City, of the gross parking receipts collected from the Fee Collection Equipment. Consultant shall allow City or its designated agents to inspect these records at Consultant's offices during normal business hours. Consultant's obligations under this Section 2.8 shall survive for 2 years beyond termination of this Agreement. 2.9. Consultant may install and maintain on the Facilities at its own expense, signage suitable for advertising the availability of parking. Consultant must obtain the City's written approval of all such signage before installing it on the Facilities. 2.10. Consultant may install and maintain on the Facilities whatever personal property and trade fixtures are reasonably necessary for fulfilling its obligations under this Agreement. Consultant shall maintain all personal property and trade fixtures at the Facilities in good working condition and shall promptly repair or remove any such personal property or trade fixtures that are not functioning properly. 2.11. Upon expiration or termination of this Agreement, on whatever grounds, Consultant shall promptly remove any of its personal property and trade fixtures from the Facilities. Consultant shall leave the Facilities in substantially the same condition as they were found as of the Effective Date. 2.12. Consultant must perform all Services under this Agreement in accordance with the standard of care generally exercised by like professionals under similar circumstances and in a manner reasonably satisfactory to City. 2.13. In performing this Agreement, Consultant, its agents, employees, and officers must comply with all applicable provisions of federal, state, and local law. 3 of 9 57296-0001\1410636v2.doc • • 3.0 Parking Rates 3.1. The maximum permissible rates to be charged for the parking at the Facilities shall be determined by the City, as published in its annual schedule of fees and charges. Consultant shall not charge any fee in excess of the rates established by the City nor shall Consultant waive fees for any person or organization without the City's prior written approval. Nothing in this Agreement shall be construed as limiting the City's ability to establish and alter the rates charged for using the Facilities. City shall be solely responsible for security, maintenance,police services,parking control enforcement, and traffic control for the Facilities. 4.0 Term 4.1. This term of this Agreement shall begin January 1, 2012 and continue thereafter on a month-to-month basis until terminated as provided in this Agreement. 5.0 Termination 5.1. This Agreement may be terminated by either Party upon giving the other party written notice thereof not less than 30 days prior to the date of termination. 5.2. This Agreement may be terminated by City upon 10 days' written notice to Consultant if Consultant fails to provide satisfactory evidence of renewal or replacement of comprehensive general liability insurance as required by this Agreement at least 20 days before the expiration date of the previous policy. 5.3. Upon termination or expiration of this Agreement, for whatever reason, Consultant shall transfer to City ownership of the Pay Stations installed at the Facilities if City, in its sole discretion, elects to assume ownership of the Pay Stations. 6.0 Pay Station Amortization 6.1. Section 6.1 of the 2008 Agreement required the City to reimburse Consultant for the unamortized value of the six Pay Stations installed by Consultant in the event that the City elected not to renew the term of the 2008 Agreement. Pursuant to the amortization schedule provided by Consultant, the Parties agree that the six Pay Stations will be fully amortized by March 1, 2012. In the event that the City does not terminate this Agreement prior to March 1, 2012, the City will have no obligation to pay or reimburse Consultant any amount for the amortized value or cost of the six Pay Stations. 7.0 Cessation of Public Parking at Facilities 7.1. Nothing in this Agreement shall preclude City ceasing or suspending public parking service at the Facilities or any portion thereof for any reason. 7.2. If City permanently ceases public parking services at the Facilities or any portion thereof during the term of this Agreement, then this Agreement shall automatically terminate as to those portions of the Facilities so affected. 4 of 9 57296-0001\1410636v2.doc • • 8.0 Party Representatives 8.1. The City Manager is the City's representative for purposes of this Agreement. 8.2. Kerry E. Turner is the Consultant's primary representative for purposes of this Agreement. 9.0 Notices 9.1. All notices permitted or required under this Agreement shall be deemed made when personally delivered or when mailed 48 hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at the following addresses: To City: City of Seal Beach 211 8th Street Seal Beach, California 90740 Attn: City Manager To Consultant: Ampco System Parking 1150 South Olive Street, 19th Floor Los Angeles, California 90015 Attn: Kerry E. Turner 9.2. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 10.0 Independent contractor 10.1. Consultant, its agents, employees, and subcontractors, if any, are independent contractors and not employees of the City. All services provided pursuant to this Agreement shall be performed by Consultant or under its supervision. Consultant will determine the means, methods, and details of performing the services. Any additional personnel performing services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 10.2. Consultant shall indemnify and hold harmless City and its elected officials, officers and employees, servants, designated volunteers, and agents serving as independent contractors in the role of city officials, from any and all liability, damages, claims, costs and expenses of any nature to the extent arising from Consultant's personnel practices. City shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant's failure to promptly pay to City any reimbursement or indemnification arising under this Section 9. 5 of 9 57296-0001\1410636v2.doc • • 11.0 Subcontractors No portion of this Agreement shall be subcontracted without the prior written approval of the City. Consultant is fully responsible to City for the performance of any and all subcontractors. 12.0 Assignment Consultant shall not assign or transfer any interest in this Agreement whether by assignment or novation, without the prior written consent of City. Any purported assignment without such consent shall be void and without effect. 13.0 Insurance 13.1. Consultant must not commence work under this Agreement until it has provided evidence satisfactory to the City that Consultant has secured all insurance required under this Section. Consultant must furnish City with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the City. The certificates and endorsements for each insurance policy must be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by the City if requested. All certificates and endorsements must be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. 13.2. Consultant shall, at its expense, procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of this Agreement. Insurance is to be placed with insurers with a current A.M. Best's rating no less than A:VIII, licensed to do business in California, and satisfactory to the City. Coverage must be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001); and (2) Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto). Consultant must maintain limits no less than: (1) General Liability: $2,000,000 per occurrence.for bodily injury, personal injury and property damage and if Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit; and(2)Automobile Liability: $1,000,000 per accident for bodily injury and property damage. 13.3. The insurance policies shall contain the following provisions, or Consultant must provide endorsements on forms supplied or approved by the City to state: (1) coverage shall not be suspended, voided, reduced or canceled except after 30 days prior written notice by certified mail, return receipt requested, has been given to the City; (2) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its directors, officials, officers, (3) coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents and volunteers, or if excess, must stand in an unbroken chain of coverage excess of the Consultant's scheduled underlying coverage and that any insurance or self-insurance maintained by the City, its 6 of 9 S7296-0001\1410636v2.doc • • directors, officials, officers, employees, agents and volunteers shall be excess of the Consultant's insurance and shall not be called upon to contribute with it; (4) for general liability insurance, that the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the services or operations performed by or on behalf of the Consultant, including materials, parts or equipment furnished in connection with such work; and (5) for automobile liability, that the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Consultant or for which the Consultant is responsible. 13.4. All insurance required by this Section must contain standard separation of insureds provisions and must not contain any special limitations on the scope of protection afforded to the City, its directors, officials, officers, employees, agents, and volunteers. 13.5. Any deductibles or self-insured retentions must be declared to and approved by the City. Consultant guarantees that, at the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its directors, officials, officers, employees, agents, and volunteers; or (2) the Consultant shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 14.0 Indemnification,Hold Harmless, and Duty to Defend Consultant shall indemnify, and hold the City, its officials, officers, employees, volunteers and agents serving as independent contractors in the role of city officials (collectively "Indemnities") free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any acts or omissions of Consultant, its employees, or its agents in connection with the performance of this Agreement, including without limitation the payment of all consequential damages and attorneys fees and other related costs and expenses. With respect to any and all such aforesaid suits, actions, or other legal proceedings of every kind that may be brought or instituted against Indemnitees, Consultant shall defend Indemnitees, at Consultant's own cost, expense, and risk, and shall pay and satisfy any judgment, award, or decree that may be rendered against Indemnitees. Consultant shall reimburse City and its directors, officials, officers, employees, agents and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnify shall be restricted to insurance proceeds, if any, received by the City, its directors, officials, officers, employees, agents or volunteers. All duties of Consultant under this Section shall survive termination of this Agreement. 15.0 Equal Opportunity Consultant affirmatively represents that it is an equal opportunity employer. Consultant must not discriminate against any subcontractor, employee, or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex, sexual orientation, or age. Such 7 of 9 57296-0001\1410636v2.doc • • non-discrimination includes, but is not be limited to, all activities related to initial employment, upgrading,demotion,transfer,recruitment or recruitment advertising, layoff, or termination. 16.0 Labor Certification By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code that require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 17.0 Entire Agreement This Agreement contains the entire agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings, or agreements, including without limitation the 2008 Agreement. This Agreement may only be modified by a writing signed by both parties. 18.0 Severability The invalidity in whole or in part of any provisions of this Agreement shall not void or affect the validity of the other provisions of this Agreement. 19.0 Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of California. 20.0 No Third Party Rights No third party shall be deemed to have any rights hereunder against either party as a result of this Agreement. 21.0 Waiver No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a party shall give the other party any contractual rights by custom, estoppel, or otherwise. 22.0 Prohibited Interests Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City has 8 of 9 S7296-0001\1410636v2.doc • • the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 23.0 Attorneys' Fees If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party all of its attorney's fees and other costs incurred in connection with such action. 24.0 Exhibits All exhibits referenced in this Agreement are hereby incorporated into the Agreement as if set forth in full herein. In the event of any material discrepancy between the terms of any exhibit so incorporated and the terms of this Agreement, the terms of this Agreement shall control. 25.0 Corporate Authority The persons executing this Agreement on behalf of the Parties warrant that they are duly authorized to execute this Agreement on behalf of said Parties and that by their execution, the Parties are formally bound to the provision of this Agreement. IN WITNESS WHEREOF, the Parties hereto, through their respective authorized representatives have executed this Agreement as of the date and year first above written. CITY OF SEAL BEACH AMPCO SYSTEM PARKING By: j! By: &CS,. 661) Jill R. Ingram - Arnold Klauber City Manager Senior Vice President Attest: 1 By: ,4. )(ta,( Linda Devine City Clerk Approved as to Form: By: Quinn Barrow City Attorney 9 of 9 57296-0001\1410636v2.doc • • Exhibit A City's Automobile Parking Facilities, Lots 1, 8, and 10 S7296-0001\1410636v2.doc • • Exhibit B Specifications for LUKE Pay in Display Machine manufactured by Digital Payment Technologies, Inc. 57296-0001\1410636v2.doc 0 • Exhibit C Monthly Payment Schedule January February March April May June $5,000.00 $5,000.00 $7,500.00 $10,000.00 $20,000.00 $30,000.00 July August September October November December $45,000.00 $40,000.00 $20,000.00 $7,500.00 $5,000.00 $5,000.00 Total Guaranteed Base Income=$200,000.00 per year. 57296-0001\1410636v2.doc AB679877 A� CERTIFI TE OF LIABILITY INSU NCE DATE(MM/DD/YYYY) 10/28/2011 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Commercial Lines-(415)541-7900 PHONE FAX (NC No Ex : (NC.No): Wells Fargo Insurance Services USA,Inc.-CA Lic#:OD08408 E-MAIL ADDRESS: 45 Fremont Street,Suite 800 INSURER(S)AFFORDING COVERAGE NAIC# San Francisco,CA 94105-2259 INSURER A: ACE American Insurance Company 22667 INSURED INSURER B: ACE Property&Casualty Ins.Co. 20699 Ampco System Parking,Inc. INSURER C: Hartford Fire Insurance Co. 19682 1150 South Olive Street,Suite 1900 INSURER D INSURER E: Los Angeles,CA 90015 INSURER F: COVERAGES CERTIFICATE NUMBER: 3454274 REVISION NUMBER: See below THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE AD IN SUBR POLICY EFF POLICY EXP LIMITS LTR IN R VD POLICY NUMBER (MM/DDIYYYY) (MM/DDIYYYY) A GENERAL UABILITY XSLG25839171 11/01/2011 11/01/2012 EACH OCCURRENCE $ 2,000,000 DAMAGE TO RENTED X COMMERCIAL GENERAL LIABILITY PREMISES(Ea occurrence) $ 2,000,000 _ CLAIMS-MADE X OCCUR MED EXP(Any one person) $ Excluded X $1,000,000 SIR PERSONAL&ADV INJURY $ 2,000,000 X XCU GENERAL AGGREGATE $ 50,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $ 2,000,000 X I POLICY n JP ECT LOC $ A AUTOMOBILE LIABILITY ISAH08245915 11/01/2011 11/01/2012 COMBINED SINGLE LIMIT 5,000,000 (Ea accident) $ X ANY AUTO BODILY INJURY(Per person) $ X ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS NON-OWNED PROPERTY DAMAGE X HIRED AUTOS X AUTOS (Per accident) $ $ B X UMBRELLA UAB X OCCUR XOOG25831950 11/01/2011 11/01/2012 EACH OCCURRENCE $ 5,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $ 5,000,000 DED X RETENTION$ 25,000 $ WORKERS COMPENSATION x WC STATU- OTH- A AND EMPLOYERS'LIABILITY Y/N WCUC46458540 11/01/2011 11/01/2012-TORY LIMITS ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? N NIA CA-$1,000,000 SIR (Mandatory in NH) OH WA OR-$500000 SIR E L.DISEASE-EA EMPLOYEE $ 1.000,000 , If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ C Employee Dishonesty/Fidelity FA0246328-11 11/01/2011 11/01/2012 $1,500,000 Each Occurrence $250,000 Deductible DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES (Attach ACORD 101,Additional Remarks Schedule,If more space is required) Branch 4120 Re:2910-2339 Lots 1,8+10 City of Seal Beach,Its employees,agents and officers are included as Additional Insureds as respects to General Liability as required by contract per the attached endorsement. CERTIFICATE HOLDER CANCELLATION City of Seal Beach SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Attn:Director of Administrative Services THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 211 8th Street Seal Beach CA 90740 AUTHORIZED REPRESENTATIVE 96.4a_ The ACORD name and logo are registered marks of ACORD ©1988-2010 ACORD CORPORATION. All rights reserved. 0067114 ACORD 25(2010105) 11111111111111 1111110101111111111011111110111111 VIII VIII VIII 11111 011 IIII •r.YRnas9anrol7crozcovmxunm• CID:AB679877 0 • SID:3454274 Certificate of Insurance (Con't) OTHER Coverage INSR TYPE OF INSURANCE ADDL WVD POLICY NUMBER EFFECTIVE DATE EXPIRATION DATE LIMIT LTR INSR SUBR (MM/DD/YY) (MM/DD/YY) A Garage Keepers Legal Liability 1SAH08245915 11/01/2011 11/01/2012 $3,000,000 Limit $1,000,000 Ded Comp&Collision Certificate of Insurance-Con't X785 111111111111111 0111111111 IIII IIIII Illli Illli 1101 01110111 IIIII�I��I 1111111 .rvwnve,wmo„omvmvmmx m-