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HomeMy WebLinkAboutAGMT - ABM Parking Services (Beach Lot Parking Management)July 27, 2018 Susan Kim ABM 14201 Franklin Ave. Tustin, CA 92780 Via email to: Susan.Kim@abm.com Re: Parking Fee Collection Agreement Dear Ms. Kim: This letter is to notify you that the City of Seal Beach has elected to terminate the above -referenced contract with ABM, with 30 days' notice as required by Section 5.0—Termination of the contract, effective as of today's date. ABM must return all meter keys and spare meter parts to the City on August 26, 2018 along with a detailed inventory list that includes model numbers of spare parts. Inventory and keys should be delivered to Finance Director Vikki Beatley at: City of Seal Beach 2118th Street Seal Beach, CA 90740 Please confirm the receipt of this letter as termination of our contract and contact Vikki Beatley at (562) 431-2527 x1311 or vbeatlev@sealbeachca.gov to arrange delivery of spare parts and keys. Sincerely, Jill R. Ingram City Manager, City of Seal Beach PROFESSIONAL SERVICES AGREEMENT Between City of Seal Beach 211 8th Street Seal Beach, CA 90740 H ABM Parking Services 1150 So. Olive St. 19`h Floor Los Angeles, Ca 90015 213-284-7600 This Professional Service Agreement ("the Agreement') is made as of April 13, 2015 (the "Effective Date"), by and between ABM Parking Services ("Consultant'), a Delaware Corporation, and the City of Seal Beach ("City"), a California charter city, (collectively, "the Parties"). S7296 -0001\1236808v1 doc RECITALS A. City desires certain professional services B. Consultant represents that it is qualified and able to provide City with such services. 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 Scope of Services 1.1. Consultant shall provide those services ("Services") set forth in the attached Exhibit'A', which is hereby incorporated by this reference. To the extent that there is any conflict between Exhibit A and this Agreement, this Agreement shall control. 1.2. Consultant shall 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. 1.3. In performing this Agreement, Consultant shall comply with all applicable provisions of federal, state, and local law. 1.4. Consultant will not be compensated for any work performed not specified in the Scope of Services unless the City authorizes such work in advance and in writing. The City Manger may authorize extra work to fund unforeseen conditions up to the amount approved at the time of award by the City Council. Payment for additional work in excess of this amount requires prior City Council authorization. 2.0 Term This term of this Agreement shall commence as of the Effective Date and shall continue for a term of 1 year unless previously terminated as provided by this Agreement. 3.0 Consultant's Compensation City will pay Consultant in accordance with the attached Exhibit'B' for services provided but in no event will the City pay more than $13,500.00 per month. Any additional work authorized by the City must be pursuant to Section 1.4 any 2 S7296-0001\1236808v1.doc compensation for these services will be approved in writing prior work commencing in accordance with the fee schedule set forth in Exhibit 'B'. 4.0 Method of Payment 4.1. Consultant shall submit to City monthly invoices for all services rendered pursuant to this Agreement. Such invoices shall be submitted within 15 days of the end of the month during which the services were rendered and shall describe in detail the services rendered during the period, the days worked, number of hours worked, the hourly rates charged, and the services performed for each day in the period. City will pay Consultant within 30 days of receiving Consultant's invoice. City will not withhold any applicable federal or state payroll and other required taxes, or other authorized deductions from payments made to Consultant. 4.2. Upon 24-hour notice from City, Consultant shall allow City or City's agents or representatives to inspect at Consultant's offices during reasonable business hours all records, invoices, time cards, cost control sheets and other records maintained by Consultant in connection with this Agreement. City's rights under this Section 4.2 shall survive for two years following the termination of this Agreement. 5.0 Termination 5.1. This Agreement may be terminated by City, without cause, or by Consultant based on reasonable cause, 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' 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. 6.0 Party Representatives 6.1. The City Manager is the City's representative for purposes of this Agreement. 6.2. Susan Kim — Operations Manager is the Consultant's primary representative for purposes of this Agreement. 7.0 Notices 7.1. All notices permitted or required under this Agreement shall be deemed made when personally delivered or when mailed 48 hours after deposit 3 S7296-0001\1236808v1.doc in the United States 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: ABM Parking Services, Inc. 1150 So. Olive St., 19`" Floor Los Angeles, CA 90015 Attn: Regional Vice President 7.2. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 8.0 Independent Contractor 8.1. Consultant is an independent contractor and not an employee 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. 8.2. Consultant shall indemnify and hold harmless City and its elected officials, officers, 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. 9.0 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. 4 S7296-0001\1236808v1.doc 10.0 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. 11.0 Insurance 11.1. Consultant shall 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 shall 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 shall 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 shall 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. 11.2. 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 shall 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); (2) Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); and, if required by the City, (3) Professional Liability. Consultant shall 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; (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage; and (3) Professional Liability: $1,000,000 per claim/aggregate. 11.3. The insurance policies shall contain the following provisions, or Consultant shall 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 5 S7296-0001 \1236808v 1.doc 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, shall 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 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. 11.4. All insurance required by this Section shall contain standard separation of insureds provisions and shall not contain any special limitations on the scope of protection afforded to the City, its directors, officials, officers, employees, agents, and volunteers. 11.5. Any deductibles or self-insured retentions shall 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. 12.0 Indemnification, Hold Harmless, and Duty to Defend Consultant shall defend, 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 and defined scope of services provided herein, including without limitation the payment of all consequential damages and attorneys' fees and other related costs and expenses, except for such loss or damage arising from the sole negligence or willful misconduct of the City. 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. M 57296-0001\1236808v1.doc 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 not be restricted to insurance proceeds, if any, received by Consultant, the City, its directors, officials, officers, employees, agents or volunteers. All duties of Consultant under this Section shall survive termination of this Agreement. 13.0 Equal Opportunity Consultant affirmatively represents that it is an equal opportunity employer. Consultant shall 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 non-discrimination includes, but is not limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, or termination. 14.0 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 Workers' 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. 15.0 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. This Agreement may only be modified by a writing signed by both parties. 16.0 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. 17.0 Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of California. 7 S7296-0001 \1236808v1.doc 18.0 No Third Party Rights No third party shall be deemed to have any rights hereunder against either party as a result of this Agreement. 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. 20.0 Prohibited Interests; Conflict of Interest 20.1. Consultant covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which may be affected by the Services, or which would conflict in any manner with the performance of the Services. Consultant further covenants that, in performance of this Agreement, no person having any such interest shall be employed by it. Furthermore, Consultant shall avoid the appearance of having any interest, which would conflict in any manner with the performance of the Services. Consultant shall not accept any employment or representation during the term of this Agreement which is or may likely make Consultant "financially interested" (as provided in California Government Code §§1090 and 87100) in any decision made by City on any matter in connection with which Consultant has been retained. 20.2. Consultant further warrants and maintains that it has not employed or retained any person or entity, other than a bona fide employee working exclusively for Consultant, to solicit or obtain this Agreement. Nor has Consultant paid or agreed to pay any person or entity, other than a bona fide employee working exclusively for Consultant, any fee, commission, gift, percentage, or any other consideration contingent upon the execution of this Agreement. Upon any breach or violation of this warranty, City shall have the right, at its sole and absolute discretion, to terminate this Agreement without further liability, or to deduct from any sums payable to Consultant hereunder the full amount or value of any such fee, commission, percentage or gift. 20.3. Consultant warrants and maintains that it has no knowledge that any officer or employee of City has any interest, whether contractual, non - contractual, financial, proprietary, or otherwise, in this transaction or in the business of Consultant, and that if any such interest comes to the knowledge of Consultant at any time during the term of this Agreement, Consultant shall immediately make a complete, written disclosure of such interest to City, even if such interest would not be deemed a prohibited "conflict of interest' under applicable laws as described in this subsection. 0 S7296-0001\1236808v1.doc 21.0 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 parry in such litigation shall be entitled to have and recover from the losing party all of its attorneys' fees and other costs incurred in connection therewith. 22.0 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. 23.0 Corporate Authority The person executing this Agreement on behalf of Consultant warrants that he or she is duly authorized to execute this Agreement on behalf of said Party and that by his or her execution, the Consultant is formally bound to the provisions 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 ABM PAR NG SE VICES, Consultant Attest: - P:. 6iada Devine, City Clerk T I h a., K.'' 0 -pp Approved as to Form: By: S v L. Flog er, City Attorney 9 57296-0001\1236808vldoc M Name: Kerry E. Turner Its: Regional Vice President EXHIBIT'A' CITY OF SEAL BEACH - SCOPE OF SERVICES 1. LOCATION This Scope of Services provided by Consultant, pertains to the parking lots located at 1st, 8t", and 10th Streets in the City of Seal Beach and State of California, hereinafter called the "Premises". 2. USE The Premises shall be used for the parking of licensed motor vehicles and related purposes as approved by the City of Seal Beach, here after Owner. 3. SERVICES Consultant shall perform the following services for Owner in compliance with all laws and ordinances applicable thereto: A. Manage and operate parking services at the Premises; B. Furnish personnel for the operation of the Premises; C. Collect parking receipts, if any, and make disbursements as hereinafter provided; D. Account for all parking receipts, if any, and disbursements as hereinafter provided; E. Consult with Owner on parking matters related to the Premises. F. Additional Operational site specific duties are attached hereto in Paragraph 10. 4. OPERATING EXPENSES Consultant will be reimbursed for all direct operating expenses, which shall include but will not be limited to: A. Wages of any attendants, clerical staff, audit staff, and supervisory employees; B. Payroll related expenses such as payroll taxes, accrued vacation, fringe benefits, social security taxes, recruitment and employment costs, FMLA, medical insurance(s), pension costs; C. Workers' compensation insurance charged out at a rate developed and modified by: Consultant as required by risk and reserve assessments of Consultant; D. Commercial general liability insurance and garage keeper's liability insurance to the extent required of Consultant in this Agreement which shall be charged at the Page 1 of 3 rates developed and modified by Consultant as required by risk and reserve assessments of Consultant; E. Deductible amounts paid in settlement of liability claims in an amount not greater than one thousand five hundred dollars ($1,500.00) per occurrence, payment of claims in excess of policy limits, and any voluntary settlement of patron claims for vehicle damage or loss of: contents if directed by Owner; F. Supplies; G. Janitorial, sweeping, if applicable; H. Uniform and laundry charges; I. Telephone expenses; J. City and police permits, local business license(s), business or parking taxes, and other taxes related to the revenues or expenses at the Premises; K. Supervisory and accounting fees directly attributable to the Premises; L. Payroll processing, data processing, and accounts receivable processing expenses; M. Normal maintenance and repair of the parking facility including but not limited to equipment, signs, revenue control equipment, repainting of stalls, and other repairs as directed by Owner; N. Any maintenance contracts related to the Premises such the revenue control systems, as directed by Owner; O. Outside services such as legal and audit charges which are directly attributable to the Premises, if approved in advance by Owner; P. Cost of audits specific to the Premises performed on behalf of Owner or Consultant; Q. Any other expense directly related to the Premises covered by this Scope of Services. 5. RATES, SCHEDULES, AND STAFFING Parking rates, hours and methods of operation, discounts and allowances shall generally be determined and directed in writing by Owner to Consultant. In the absence of such direction o when deemed necessary by Consultant in the ordinary course of business, Consultant may use its discretion in these matters. Page 2 of 3 6. UTILITIES Owner shall provide the Premises with all applicable utility services, and shall pay directly to the utility for all such services. 8. TAXES AND ASSESSMENTS Owner will pay directly to the taxing authorities all taxes and assessments levied upon or assessed with respect to the real and personal property of, within, and adjacent to the Premises, other than business and parking taxes subject to reimbursement as described in paragraph 4.J. 9. SECURITY Consultant shall not have any duty to provide a guard service or other security service in connection with the operation of the Premises. Owner agrees to provide liability insurance to cover such claims and causes of action arising out of Owner's provision of, or lack of the provision of, a guard service or other security service for the Premises. 10. SITE SPECIFIC OPERATIONAL DUTIES A. Maintain and clean all six (6) pay stations including exterior detail cleaning with Amoral wax weekly. B. Daily internal check which includes: Cash acceptor and credit card unit free of dust and lubed. Log into system service to check connectivity to EMS to ensure cash cassette; printer, battery level wireless connections. Run few test tickets to ensure all system is online. C. Check in at City Hall for special event schedules for the week. D. Cash deposits three times per week. E. Credit card system upload VM, AM, DC, weekly. F. Input all revenue to Score system and submit bi- monthly Sales Journal to our leas administrator along with Honor lot variance report to our auditor. G. Upload all daily report at the end of the month and submit electronically to the City's accounting website. H. Answer all customer issues and equipment malfunction. Page 3 of 3 City of Seal Beach Exhibit'B' OPERATING EXPENSES Consultant will be reimbursed for all direct Operating expenses, which shall include but will not be limited to: A. Wages of any attendants, clerical staff, audit staff, and supervisory employees; B. Payroll related expenses such as payroll taxes, accrued vacation, fringe benefits, social security taxes, recruitment and employment costs, FMLA, medical insurance(s), pension costs; C. Workers' compensation insurance charged out at a rate developed and modified by Consultant as required by risk and reserve assessments of Consultant; D. Commercial general liability insurance and garage keeper's liability insurance to the extent required of Consultant in this Agreement which shall be charged at the rates developed and modified by Consultant as required by risk and reserve assessments of Consultant; E. Deductible amounts paid in settlement of liability claims in an amount not greater than one thousand five hundred dollars ($1,500.00) per occurrence, payment of claims in excess of policy limits, and any voluntary settlement of patron claims for vehicle damage or loss of contents if directed by Owner; F. Supplies; G. Janitorial, sweeping, if applicable; H. Uniform and laundry charges; I. Telephone expenses; J. City and police permits, local business license(s), business or parking taxes, and other taxes related to the revenues or expenses at the Premises; K. Supervisory and accounting fees directly attributable to the Premises; L. Payroll processing, data processing, and accounts receivable processing expenses, M. Normal maintenance and repair of the parking facility including but not limited to equipment, signs, revenue control equipment, repainting of stalls, and other repairs as directed by Owner; N. Any Maintenance contracts related to the Premises such the revenue control systems, as directed by Owner; O. Outside services such as legal and audit charges which are directly attributable to the Premises, if approved in advance by Owner; P. Cost of audits specific to the Premises performed on behalf of Owner or Consultant; Q. Any other expense directly related to the Premises covered by this Scope of Services. 3. MANAGEMENTFEE Consultant shall be entitled to a management fee as follows: A. A base management fee of two thousand five hundred dollars ($2,500.00) per month. At the conclusion of the first year of the term hereof and likewise on succeeding anniversary dates, the base management fee shall be subject to an adjustment in proportion to the Consumer Price Index for the LA/Long Beach metropolitan area, (All Urban Consumers — All Items) promulgated by the Bureau of Labor Statistics of the U.S. Department of Labor, or replacement index published thereto, but in any case the base fee shall not be reduced. B. In addition to the base management fee, Owner and Consultant acknowledge that Consultant is entitled to a monthly incentive fee equal to ten percent (10%) of all revenue from outside sources that is attributable to Consultant. ACCOUNTING A. Consultant shall keep complete accounts of parking revenues, receipts, expenses, copies of daily sales reports, deposit slips and disbursements, and shall furnish Owner on or before the 15th day of each month a statement of such revenues and expenses for the preceding month. B. Consultant, at Owner's direction and as Owner's agent, shall pay to Owner on or before the 20th day of each month during the term of this Scope of Services all parking revenues, if any, for the preceding month, less the sum of all operating expenses as defined in paragraph 1 and management fees as defined in paragraph 2. C. In the event that parking lot revenues for any month are less than the above amounts to which Consultant is entitled, Owner shall pay to Consultant the amount of the deficiency within Thirty five (35) days of the above accounting for the month. Should Owner fail to pay any such deficiencies as aforesaid, Consultant may, at its option, deduct said deficiencies from any payments due Owner pursuant to paragraph 3.13 herein. In addition, in the event that Owner has not fully complied with the terms of this paragraph 3.C, Consultant may, at its option, and upon 24 hours written notice delivered personally or via facsimile transmission to Owner at the address and/or number set forth in the contract attached herein cancelling this Scope of Services and terminate its services hereunder and all sums then owing from Owner to Consultant shall be immediately due and payable.