Parking Management Agreement------------- -- ~~y_~ 337 ~~ ~~ '~
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.BOS~ [',991';:,1 =~ ~ I 2~ Philip A. Nicely
T7T f Meriden Corpnrale Plazz Two
MCp , ~ `~EY ~• ~ . 301 Pennsyh.•ania Parkway, Smte i~0
i i~.ty ~ ii'i . ,..._ . _._,.. InrlianaOoL~.1N 442L~
QQ ~TA -~~VTC Utre:a Carl i311~~A4530~1
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M&y 22, 2009 [.~btzir PNictlyetbuydaw.eoirt '
ATTORNEYS AT L.AW '~
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tTla Certified Mail ~ ~-
City of Miami Beach r`?
Attention: City Manager Return Receipt Requested _ N
1?00 Convention Center Drive
Miami Beach, FL 33131
II Re: Pelican Garage
Dear Sir or Madam:
Pursuant to Section 16.3 of the Lease between the City of Miami Beach, Florida
("O\~ver'~ and Pelican Development, LLC ("Tenant"), as assigned by Tenant to Ocean Blvd II,
LLC (` :Assignce"), for the parking garage located at 10`" Street and Collins Avenue in the City of
Miami Beach, Florida, this is to advise you that AssiEnee has employed a new Au:cptable
Operator for the garage as follows: Denison Pcuking, Inc., 200 Century Building, 36 South
1 Pennsylvania Street, Indianapolis, LN, 46204, Attention: Mr. Mark, Pratt, President.
i Bnclosed hcre\~ith is a copy of the new Management Agreement between Denison
Parking, Inc. and Assignee.
If you have any questions concerning the above, please advise.
Very truly yours,
II
hilip// ` ly
Attorne~or Oc Ind II, LLC
ca City of Ivliami Beach, City Attorney
Bloom & Minsker
Suite 700, 1401 Brickel] Avenue
Miami, FI, 33131
Attn: Joel N. Mu)sker, P.A.
1450726 LDOC r. \Nen LafirYettc RaleigS. NC bVash!ngtc~r. DC
India^apolls Cannel Chas r.rlnn
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PARKING MANAGEMENT AGREEN~ENT
THIS AGREEMENT is made as of May ~~h 2009, by and between
Ocean Btvd II, t_LC, a Delaware Limited Liability Company, (hereinafter referred 4o
as "Owner"), and DENISON PARKING, INC., an Indiana Corporation (hereinafter
r®farred to as °Operator").
WITNESSETH:
tNHEREAS, Owner presently owns a vehicular parking fac(lity located '~
at 10`" Street and Collins Avenue i^. Miami Beach, FL, (heroin referred to as the
"Parking Facil6ty"); 2nd
WHEREAS, Operator is engaged in the business of managing
operating designing, equipping and furnishing vehicular parking facilities, and Ss
experienced in vehicutar parking facilites management and operation;
WHEREAS, Operator maintains a management office within Miami-
Oade County, Florida, ~
WHEREAS, Operator does not have ary outstanding building code
violations for which Operator has been served notice (other a alnstoan whrohe re
being corrected or contested diligently and in good faith) g Y P P rtY
owned or managed by Operator within the Clty of Miami Beach, Dade County,
Florida, and any cities located within Miami-Dade County,
WHEREAS, Operator has been in 4he business of operating similar
projects and parking garages for the past five (5) years or has management
personnel who have been in the business of operating similar projects and
paridng garages for at least five (5) years,
WHEREAS, Operator has been in the buso'sonnei who havegbeenlin li
garages for at least five (5) years or has management p ~
the business of managing public garages for at leas9 five (5) years.
WHEREAS, Owner desires to utilize the services of Operator;
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NOW, THEREFORE, in consider~al4or of ree asufallows:mises and i
covenants herein contained, Owner and Ope 9
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Agreement
1. Definitions. -
1.1 3u~: A written projection of all receipts and expenditures
for the operation of the Parking Facility for each calendar year.
1.2 Calendar Year: Each calendar year ending the 3Sst day of
December, all or a part of which falls within the term of this Agreement.
1.3 Personal Property: All equipment, supplies, furnishings,
furniture 2nd ail other items of personal property now or hereafter owned or
leased or subleased by Owner and located upon and used for the operation of the
Parking Facility.
1.4 Gross Revenue: The aggregate of all rents, receipts,
proceeds, and other revenues (net of all sales, ad valorem and parking taxes or
any other taxes levied on parking receipts or vehicles entering tine facility, if any)
received directly by Owner or Operator, its representatives, agents or employees,
in connection with the operation and management of the Parking Facility and the
value of all discounted, validated and free parking granted by or at the directlor.
of Owner from the parking of vehicles in the Parking Facility, as arell as income
by Owner~ng Anyhrevenuos tcoilelcted di ectlysorn ndirectiy byt Ownerashallvbe
accurately reported to Operator.
1.5 Operating Expenses: Operating Expenses shall include any
and all ordinary direct expenses of operating the Parking Facility including,
without restricting the generality of the foregoing, those costs and expenses
specsficaliy set forth in Exhibit "C°', attached 'Hereto and incorporated herein, but
excluding those costs and expenses set forth in Exhibit "A" and Ex`~Ibit "63"
attached hereto and incorporated herein. Any expense not specifical9y excluded
In Exhibit A shall be considered an Operating Expense of the Parking Facility.
1.6 Expenses of Operator: Exponses outlined in Exhibit A,
attached hereto and incorporated herein by reference, shall be the sole
responsibility of Operator.
1.7 Expenses of Owner: Expenses outlined in Exhibit B, attached
hereto and incorporated herein by reference, shall be the sole responsibility of
Owner.
1.8 Operating Surplus and Parking Operating Surplus: Operating
Surplus shall equal Gross Revenue minus Operating Expenses. Parking
Operating Surplus shall aqua( Gross Revenue, excluding retail income, minus
Operating Expenses, excluding real estato taxes, ground rent, debt service and
Page 2
percentage rant related to the ground lease, even though Denison may pay such
related expanses on beha`.f of Owner, as directed.
f.9 MonWly Operatinga Statement: The Monthly Operating
Statement shall moan t'tre profit and lass statement for 4ha Parking Facility,
presented in reasonable detail including the Gross Revenue and Operating
Expensos incurred for the preceding month. In addition to actual monthly
activ'sty, the Monthly Operating Statement shall include year-to-date actual results
compared to the Budget for the current Oalendar Year and such othor financial
data and copies as may be required from time 4o time at Owner's reasonable
request.
2. Empiovment:
2.1 Owner hereby grants to Operator, as an independent
contractor, the right to manage, operate and maintain the Parking Facility, subject
to the terms and provisions of this Agreement.
3. Duties:
3.1 Subjeci to the limitations of the approved Budget, Operator
covenants and agrees that it (i) shall use due diligence and exercise Its best
professional judgment and expertise to manage and operate the Parking Facility
in a prudent manner consistent with the management and operation of
comoarabie parking facilities and (ii) shall provide such services as are
customarily provided by managers of parking facilities of comparable size, class
and standing,. Specifically, Operator shall perform the fol6ovving services and
duties for Owner:
A. Employ personnel capable of managing and operating ~
4he Parking Facility in accordance vrith the forms of this
Agreement. ~,
B. Maintain business-like relationships with patrons of the
Parking Facility. I
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C. Execute Owner's directives as to the policies pertaining i
to the Perking Facility whether or not specifically
covered in this Agreement. j
D. Recommend to Owner improvements in the
management and operation of the Parking Facility. In
addition, Operator will provide consulting and advisory
services to Owner concerning the Parking Facility
without additional charge to Owner, except for out of
pocket expenses.
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E. the duties shall include the operation of self -parking
services, valet parking services for area_yenues and
hotels and property management services related to the
building and retail space therein.
F. Operator shall manage the Parking Facility i»
accordance with the provisions of Secticn 16.1 of the
Lease between Owner and the Cety of iNlami Beach, a
copy of such paragraph 16.1 being attached hereto and
marked F_xhibit [.
4. Staff:
4.1 Operator shall omploy as an Operating Expense at the Parking
Facility experienced and competent personnel ("Employees") capable of
managing ant operating the Parking 'Facility in accordance with the terms of this
Agreement. The number of persons employed at the Parking Facility shall be
Ope atom with app oval of the Owner, as consistent with this Agreement sand the
Budget.
4.2 Subject to such restrictions on pre-employment screening as
are imposed by law, such personnel shall be screened by the Operator before
hiring and Operator acknowledges that all matters pertainir+.g to the employment,
supervis'.on, discipline, promotion, discharge and direction in the performance of
the duties of such Employees shall be the sole responsibility of the Operator and
the Owner shall have ro liability with respect thereto. During working hours such
unlfol ms, wh cthedent'fy theme as employees of Opo allot andrshalltbe identified
with name tags.
4.3 Operator shall lease or purchase uniforms for Employees at
the Parking Facility. The actual costs of uniforms shall be an Operating Expense.
4.4 Subject to any collective bargaining agreements and
applicable laws, Operator acknowledges Owner's right, subject tc its obligation to
indemnify Operator from costs of claims resulting from such actien, to roquire
Operator to transfer from the Parktng Facility any Employee whose performance
andfor conduct shalt not satisfy owner.
4.5 Operator shall hire a qualified and experienced on-site
the development of triter acto be eOmployed in select on of theuon-sitepmanagere m
Pogo 4
nmSecc/failcea
5. Hours of Oaerailon: The Parking Facility will be kept open for
business on a schedule to be established by Owner and Operator. Such
schedule may be changed by Owner upon seven (7) days' notice Ro Operator and
any appropriate resulting change in the Budget will be made promptly thereafter.
6. Term: Operator shall manage the Parking Facility for a term of
three (3) years beginning June 1, 2009 and ending on May 31, 2012. Thereafter,
this Agreement shall automatically renew on a month to month bas6s.
7. Financial Terms
7.1 8udnet: Operator shall submit for approval to Owner, sixty (60)
days prior to the beginning of each Calendar Year, a proposed Budget with
respect to the operation and management of the Parking Facility for the ensuing
Calendar Year. Both Owner and Operator sh~tl use good faith efforts to agree on
such Budget. In the event Owner and Operator cannot agree on a Budget for the
ensuing year, the prior year's Budget shall control until such time as a Budget is
agreed upon.
7.2 Pavmert of ~xaenses and Manaaement Fee: Operator shall
deposit daily into a bank account, maintained by Operator solely for the benefit of
Owner and not commingled with any funds of Operator, the Gross Revenue. The
Gross Revenue for each month's operation shall thereafter, an or before the
twentieth (20°i) day of the succeeding month, be disbursed by Operator as
fellows:
A. Operator shall pay all Operating Expenses.
B. Operator shall then pay to itself out of the Gross Revenue the
following amount:
For each month commencing with the date of this Agreement, a
minimum monthly management fee of $3,000.flO (the "Base Fee").
Operator shall also be paid an Incentive management fee equal to ten ,
percent (10.0%) or the difference between the Parking Operating Surplus for the
then•curront ealendar year and the prior calendar year. For example, if the I
Parking Operating Surplus for calendar year 2008 was equal to One Million
Dollars and zero cents ($1.000,000.00), and the Parking Operating Surplus for ,
calendar year 2009 was equal to One Million Two Hundred Fifty Thousand and
zero cents ($1,250,000.00), the incentive fee payable for 2009 would be Twenty j
five Thousand Dollars and zero cents ($25,000.00), or 10.0% x (51,250,000 -
ge onc~ed) atTthe end ofveachecalendabyear Ito Itrue-up thepmonthtyrpayme is
against 4he annual actual figures.
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C. After payment of the amounts as directed in A and B above, the
balance of the Operating Surplus shall be .paid to Owner, or to whomever Owner,
or Owner's lender, shall designate, on a monthly basis in conjunction with the
Monthly Operating Statement.
D. If the Gross Revenuo foe any month is insufficient to make the
payments required under subparagraphs A and B above, Owner agrees to remit
to Manager the amount of such deficit within ten (10) days after receipt of the
MantF-ly Operating Statement. In 4he event Owner fails to reimburse Operator
within said ten (10) day period, and Owner does not remedy such failure within
Live (5) days of receipt of written notice from Operator, then Operator shall have
the right to terminate 4his Agreement with immediate effect.
8, Repairs: Owner agrees to maintain the sidewalks and curb
cuts adjacent to the Parking Facility In accordance with applicable municipal
statutes. Owner shall also be responsible for all Parking Facility repairs of a
structural nature, including, but not limited to: electrical, plumbing, pavement
repair, painting of the structure, replacement of all mercury or sodium fighting
tubes and ballasts, repairs to the walls and floors of the Parking Facility.
sinkholes, and maintenance of ventilation system and elevators. Any structural;
mechanical, electrical or other installations or any alterations required by statutes
or regulations pertaining to air quality, environmental protection, provisions foe
parsons with disabilities or other similar governmental requirements shall be th.
sole responsibility of Owner. Operator agrees to use reasonable diligence in the
care and protection of the Parking Facility during the :erm of this Agreement anc
to surrender the Parking Facility at the termination of ihls Agreement In as gooc
condition as received, ordinary wear and tear and other casualty excepted.
g. Meetings: Owner shall appoint an individual to serve as
liaison with Operator's on site manager for the purpose of reviewing ail matters
under this Agreement. The Owner's representative shall meet with Operator's
manager from time !o lima, either telephonically or in person, to carry out tftese
purposes, but not lass than once monthly.
10. Records and Audits:
10.1 Operator shall install and maintain an accurate and efficient
accounting system that accounts for all the Operating Expenses and Gross
Revenue including accounts receivable at tFe larking raci;ity. Ail records
pertaining to Gross Rovenue and Operating Expenses shall be available far
examination and audit by Owner and its authorized representatives on reasonable
request during normal business hours.
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10.2 Atl records shall be retai^ed in accordance with applicable j
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law or for a period of one year after the calendar year previously ended, including
parking tickets. All such records shall be subject fo audit for a period of one (1)
year after the end of each calendar year for which 4hey are applicable. Owner's
right to audit survives the 4ermination of this Agreement by a psriod of one
(1) year, notwithstanding anything to the contrary herein.
10.3 Operator shat! be provided adequate office and storage
facilities within the Parking Facility with appropriate basic afTice finish and
utilities to accommodate the on-site manager and any other personnel required to
perform this agreemen4 plus adequate storage for records and separate employee
restroom facilities. T~ the extent possible, same shall be in sight of the main
parking exit
11. lnsuranca:
11.1 General Insurance Provisions: Each policy of lnsuranca
maintained pursuant to the following provisions of this Agreement shelf comply
with the following requirements:
A. Within seven (T) days of execution of this Agreement,
the Operator shall provide the Owner with evidence of
the insurance coverage specified in this Agreement In
the form of Certificates of insurance. '
B. Each policy shall specifically provide for thirty (30) days'
prior written notice to 4he Owner in the event of a
cancellation, reduction or detrimental material change in
coverage or change in the named insured.
C. Certificates of Insurance provided by Operator shall I
Hama the Owner, its respective principals, agents,
representatives, partners and employees as additional j
insured (herein collectively referred to as "Additional ~
Insured") with respect to the insurance speci#ied herein.
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D. Each policy shall be Issued by insurers of recognised
financial responsibility and shall be licensed or
permitted to do business In the state in which the
Parking Facility is located. 1
E. All insurance coverage are subject to a deductible
i amount not to exceed the lesser of (a) Operator's actual
out-of pocket deductible (b) $ 1,000.00, except Workers'
Compensation which deductible shall be $0, and ~ i
Insurance for stolen vehicles, which deductible shall be
j Page T
Devleov/Pelican j
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$5,000.00, and the payment of the deductible amount of
all claims will be an Operating Expense.
11.2 Operator's Required Insuranc¢ Coverage: Operator shall
provide and maintain the following insurance coverage during the term of this
Agreement and shall obtain and maintain such other insurance and Increase the
amounts of the designated insurance coverage as Owner may requ¢st, subject to
its availability.
A. Gen¢raE or Garage 1_lability:
$1,000,000.00 combinod single limit each occurrence for bodily
injury and property damage
B. Garag¢keepers
$500,000.00 limit -legal liability.
C. Automobile Liability: $500,000.00
D. Urnbrella'Excess Coverage: SS,000,G00.00
E. Crime and Fidelity:
$10,000.90 Commarcial Blanket - inciudirg employee theft
510,000.00 Broad farm money -inside
510,000.00 Broad form money -outside
F. Worker's Compensation and Employer Liability:
Coverage A- statutory I
Coverage B - 5109,000.00 81 Acciden4 I
5100,000.9D BI Disease -each employee
5500,000.OD BI rJisease -policy limit I
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Premiums, with respect to policies required of the Operator, shall be
paid by the Operator and shall constitute an Operating Expense. Operator may
purchase such Insurance on a blanket policy or binder provided that Owner's !
protection shall not be diminished by claims at other locations and the amounts R
provided above shall be availab:e for the Parking Facility.
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91.3 Owner's Required Insurance Coverage: Owner shall obtain 1
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and maintain fire and extended coverage insurance covering the Parking Facility
and Owner's Personal Property contained therein. ;
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11.4 Walvar of Subrogation: Owner does hereby waive all rights of
recovery, if any, against Operator for damage 40, or destruction of, the Parking
Facility in the event such damage or destruction is caused by fre or other
casualty which can ba covered under a standard fare and extended coverage
insurance policy.
12. Default and Termination: Either party shall have the right to i
terminate this Agreement, with or without cause and for convenience, by
providing ninety (90) days advance, written notice from ane party to the other.
13. Indemnity:
13.1 Operator shall defond, indemnify and hold harmless, Owner
and Owner's agents, members, partners, officers, directors, shareholders,
employees, representatives and assigns from and against any and all actions,
costs, losses, expenses, andlor damages sustained by Owner directly attributable
to the negligence of Operator or any of its agents, servants, employees or others
under Operator's directlan or control, including, without limitation, property }
damage to property of third parties and injury or death to any person.
13.2 Owner shall defond, indemnify and hold harmless, Operator
and Operator's agents, partners, officers, directors, shareholders, employees,
representatives and assigns from and against any and ail actions, costs, claims,
losses and expenses andlor damages sustained by Operator from claims of third
parties which are the direct result of negligence of Owner or any of its agents,
servants, or employees, including, without limitation, property damage to third
parties and injury cr death to any person.
13.3 The foregoing provisions shall not create a right of
subrogation for the benefit of any ensurer against either Operator (or its affiliates)
or Owner (or its afi'iliatesj, and all insurance policies as provided for in this
Agreement shall speclftcaily waive the right of subrogation.
13.4 Owner expressly acknowledges that the Operator's obligations
in connection with 4he management, operation and promotion of the Parking
racility, and employment of persons in connection therewith, do not include the ~ j
rendition of service, supervision, or 4urnishing of personnel in connection with
the personal safety and security of employees, tenants, customers, or other
persons within and about the Parking Facility. Operator does not have
knowledge or expertise as a guard or security service, and does not employ
personnel for that purpose, nor do Operator's employees undertake the
obligation to guard or protect customers against the intentional acts of third
parties. Owner shall determine, at Agent's discretion, whether and to what extant
any precautionary warnings, security devices, or security services may be ;
required to protect patrons in and about the Parking Facility. Owner further i
agrees to indemnify and to hold harmless Operator from and against any claims, j
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demands, suits, liab(Iities, or Judgments arising from Operator's alleged failure to
warn, to guard, or to protect persons in or about the Parking Facility irom and
against intentional threats, hare:, or injury, except for such threats, harm or injury
intentionally committed by Operator or Operator's employees.
14. Capital Improvements and Equipment: The cost of all capital
equipment and improvements, as the case may be shall constitute Exhibit "B"
Expenses of Owrer.
14.1 Inventory of Existing Equipment: A list of all existing parking
equipment at the beginning of this Agreement is attached as Exhibit "D".
15. Assignment: Operator shall not assign Its rights nor delegate
Its duties hereunder in whole, without the prior wr{ttan consent of Owner, to be
given or withheld by Owner in Owner's sole discretion.
16. Permits and Licenses: Operator shall apply for and secure, ort
Owner's behalf, all municipal or other permits and licenses required for the
Parking Facility and carry out the responsibilities under all permits and 9icanses
to the public and to the agencies having Jurisdiction. Expenses incurred by
Operator in discharging its responsibilities under this section shall be an
Operating Expense.
17. Restrictive Covenant: Operator and Owner each agree that
neither of them nor any of their affiliates or subsidiaries, shall employ In any
capacity, any person that the other party or the agent of such other party has had
in Its employ during this Agreement. This provision shall survive expiration or
other termination of this Agreement for a period of one (1) year.
18, laws and Ordinances:
18.1 Operator and Owner agree to camply with all applicable
federal, state and local laws, rules, regulations, ordinances, and orders of such
related to the parties under tills Agreement, and such governing laws thereby and
hereby Incorpora".ed by reference into this Agreement. Ary expenses incurred by
Operator by reason of this section shall be included as an Operating Expense.
19. No Presumptions: This Agreement shall be construed without
regard to any presumption or rule of law or equity regarc'ing a construction of
this Agreement against the party causing this Agreement to be drafted or
prepared. Any provision of this Agreement prohibited by law, invalid by any law,
or invalid by any order of authority with lawful jurisdiction shaft be effective only
to the extent of such prohibitrovisions ofdthis Agreementnsuch p ovisionidbeing
or affecting the remaining p
deemed severable.
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20. Leaal Fees: In the event that either party to this Agreement
initiates legal proceedings for the enforcement of this Agreement or for any
alleged breach hereof, the prevailing party shall be entitled to reimbursement of
any court costs, attorney's fees, and/or legal expenses associated with those
proceedings.
21. Entire Agreement: This instrument contains the entire
Agreement be`ween the parties and no statements, promises, or inducements
made by Dither party to this Agreement or any agent of c-ither party to this
Agreement Yhat is not contained within this written Agreement, shall be valid or
binding upor, the other party. This Agreement shall ttot be enlarged, modified, or
altered in any manner, except in writing signed by all parties to this Agreement.
22. Authority: Bath persons signing this Agreement on behalf of
the Owner and Operator represent and warrant that they have ft:ll authority to
enter into this Agreement on behalf of the party represented. This Agreement
shall be deemed to have been accepted and its terms enforceable only upon
execution thereof by both parties.
23. Duties: Owner *.n no event shall be construed as a partner
or associate of Operator nor shalU [t be liable #or any of Operator's debts.
Likewise, Operator is the manager acting on behalf of Owner and is not a
fiduciary'or Owner.
24. Liens: Unless otherwise approved in writing by Owner,
Operator shall not suffer any Mechanic's or Materlalman's Lien to be filed against
the Parking Facility by reason of work, labor, services or materials provided or
furnished hereunder 6y or to Operator. If any such liens shall at any time be filed
as aforesaid, Operator may contest the same in good faith, but, notwithstanding
such contest, Operator shall, within 4hirty one (31) days after tiitng thereof. cause
such Ilen to be released of record by payment, bond, or order of a court of
competent ;urisdiction or otherwise. iro the event of Operator's failure to release
of record any such lien by bonding, without investigating the validity thereof, and
irrespective of the fact that Operator may contest the propriety or the amount
thereof, and Operator, upon demand, shall pay Owner the amount so paid out by
Owner In connection with said bonding, together with reasonable expenses
incurred in connection therewith, including reasonable attorney's fens.
25. Governing Law: This Agreement shall be deemed to have
bean made. governed by ar+.d Interpreted in accordance with, the laws of ehe State
in which the Parking Facility is located. Any action brought by either party to
enforce the terms of this Agreement shall be brought in the State of Indiana.
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26. Notices: Any notice, approval ar other communication
required hereunder shall be deemed given in writing and personally given or
mailed by U.S. Registered or Certified mail, addressed as follows: _ _
If to 0lvrter
Ocean Bivd ii, LLC
Attn: Bob Quinn
250 E. 96`h Street, Suite 580
indianapofis, Indiana 46240
Itto Operator:
Edward R. UrruUa
Vice Presiden4
4700 Taft Park
hlletairle, LA 70002
And to:
Denison Parking, Inc.
200 Century Building
36 South Pennsylvania Street
Indianapolis, Indiana 46204
Attn: Nlr, Mark Pratt, President
Or to such other address as last designated by such addressee in written notice.
27. Operztor's Duties Upon Termination:
27.1 Upon the expiration or earlier 8ermination of this Agreement,
Operator shall:
A. Denver to Owner or Owner's agent copies of current
accounts receivable listings (including names,
addresses, amount owed, card numbers) and
maintenance and service contracts pertaining to the
operation of the Parking Facility; and
B. Provide to Owner a list of all vendors, including names
and addresses, for the providers of equipment and
services for the Parking Facility; and
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i C. Deliver to Owner any and ail Operating Surplus not yet
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j D. Deliver to Owner a comprehensive list of al! opon
insurance claims, including the status of each; and
E. Return atE Personal Property in the same condition as
originally accopted, normal wear and tear excepted.
F. Operator, at request of Owner, shall use its bost effort to
i worz with Owner ar Owner's agent for a period of rot
less than thirty (30} days prior to discontinuance of this
Agreement to make a smooth transition of management
services and operation of the Parking Facility from one
entity to the other at no additional fee other than that
provided herein.
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IN WITNESS THEREOF, the parties have executed this Agreement
the day and year firs! above written. __._
"Owner" i
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Ocean t3 d ~ LC„ a D ~+rare Limited Liability Company
tiy: ~ ~i ~r~
~,
I (Printed Name)
nt~ _ ?s7.Gm.~
(Title)
"Operator"
DenfsoryParking inc., n Indiana Corporation
[3y: ~ ~~
4 Mark Pratt
jPrinted Namei
PPwcident
(Title) ~ ~~---
Approved: P~
Edward R. Urrutla, Vice President
,.~
~ ~/ GFF LiW>/
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EXHIBIT A
EXPENSs=S OF OPERA; OR _.._
1. Salaries and wages of any person no4 assigned to
the parking facility by Operator.
2. Operator's corporate business taxes and personal
property taxes on Operator's property.
3. Any charitable contributions by Operator.
4. Travel and compensation expense of headquarters or
executive personnel.
5. Accounting and audit expanse incurred in the production of
documents at the Manager's Branch Offices or Headquarters
8. Payroll processing expense excluding sums paid to third
parties for data processing or automatic time clocks.
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EXPEPISES OF OtNNER
1. Salaries and wages of all employees cf Owner.
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2. Expenses incurred by Owner in 4he supervision of
obligations of Operatar.
3. Insurance premiums for that coverage which is
provided by Owner.
4. Legal and 4hird party auditing fees of Owner,
except as otherwise set forth in this Agreement.
5. Real and personal property taxes, sales tax if any,
debt service and occupancy tax.
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6. Taxes pertaining to Owner, such as franchise, ~
income or corporate taxes and debt service with
respect to the Parking Facility.
7. Capital expenditures, Improvements and
alterations, major structural repairs and repairs to
HVAC, elevators, plumbing and electrical
systems, including all architectural and
engineering fees, but not including routine rn6nor '
repairs which are typically performed by routine
maintenance employees.
8. Repairs caused or required by Improper E
construction or design of Parking Facility j
including, without limitation by specification,
settlement, collapse or inadequacy of structure.
9. Expanses of Owner not related to Parking Facility.
10. Costs of payroll and equipment of security ; ~
personnel.
l
11. Utilities expense of the Parking Facility.
12. Cost of any alterations or Improvements to the
parking facility required as a result of the
Page 16
Dpnioon/Pelican
~ ___
American's with Disabi9i8es Act ar other
governments) regu9atfons.
Page 17
DavLBO=/pa1108n
EXHIBIT C
OPERATING EXPENSES
1. Management Fee
2. Payroll:
A. Salaries and wages of all personnel assigned to
conduct work performed at 4he Partcing Facility,
including manager, assistant managers,
bookkeepers, parking attendants, cashiers,
custodians, maintenance personnel, and auditors.
B. Payroll 4axes, including without limitation
workers' compensation, unemployment
insurance and social security.
C. Monetary and other fringe benefits of on-site
employees and employees working part time at
the site. Operator's existing standard benefits
have been approved by Owner for inclusion in
Operating Expenses and such consent shall
extend to any reasonable modification thereof
made applbcable to all Operator's employees.
D. Overtime premium wages for employees who
have worked in excess of forty (40) hours per
week at the Parking Facility only.
3. Telephone and data !ine expenses originating from and
relating to the operation of the Parking Facility only.
q. All expenses of complying with any and all requirements
of ail federal, state and munbcipal legislative
enactments, and other governmental or municbpal
regu:ations directly related to Parking Facility, including
license and permit tees.
5. Ali expanses of cleaning, operating, maintaining and
repairing the Packing Facility to the extent not provided
herein to bo performed by Owner, including, without
limitation, any and all expenses incurred for the
cleaning of all surface areas, cleaning and maintaining
Pege i8
DenieoT~PO-1cen
-- --- ~ i
of ail parking equipment, and for the striping and line
painting of all parking areas.
6. Expenses associated wtfh employee uniforms for
Employees s!ationed at the Panting Factlity.
7. Insurance premiums, deductiales, claim settlements,
attorney's fees and third party administration costs
directly related to the ?arking Facility.
8. Sundry items foe use at the Parking Facility, such as
parking tickets, reports and other standard forms, •
monthly cards, housekeeping supplies and equipment,
office supplies and postage.
9. Expenses associated with the purchase, maintenance
and upkeep of directional signs, rate and other signs for
use within the Parking Facility.
10. Employment expenses incurred for the purpose of filling
personnel needs at the Parking Facility such as
advertising. screening tests, background checks.
11. Equipment and fixtures related to the access, ,
operational efficiency, customer serv)ce and revenue '
control of the Parking Facility, such as gate arms,
cashier booths, clearance bars, etc.
12. Rent payable under Ground Lease with City of Miami
Beach.
14. Percentage Rant payable under Ground Lease with City ~
of Wliarni $each.
i5. Cost of maintenance and monitoring of all elevatcrs
sorving the Parking Facility.
16. All other ordinary aRd direct eupenses associated with
the oporatian of the Parking Facility which have been
itemized with reasonable specificity in any Budget
and/or which have been approves by Owner.
i
i
I
Page 19 ~ '
Denlaan!Yellcan
EXHIBIT D
EQ4JIPMENT INVENTORY
[to be inserted when applicable)
Page 20
Oeniuon/7e l.cnn
EXHIBIT E
GROUPID LEASE 'uVITH CITY OF 1dIIlAIVIi 3EACH - PARAGRAP'rl 16.1
Sestina l6.F ?4lanagemeat of Pro)ect.
(a) Following the ?9ojeet Openjng Date, and continuing througSout tlm Tenn of
this Lcasc, -Censor shall he an Auepteble Operator or slwl(,rnter inm mte (1) or more :Nz~ngement
Agreement(s) with an Aubptable Operator(s) and shat; Drudcrily menage and operate, or cease I:,c
P.-ctniscs to be Drudently operated sad mannged by the Acceptable Operator paraoant to Section
16.3(d) and a axordance with tix: terms and conditions of this Lensw end po-sunnt to a written
tvfanagemeaE Agreamenl:
(i) Pro~~ding fez services, sod containing terms and conditions, teosonablc
and customary for rho upe;atioa of cauparable fitso-class parking garages with ancillary retail space
of similar age and design;
(ii) Providing that tiz Premises arc oDetatW sad maintained In good ceder
and conditioq including sucb repair, replacement, ranovetioq sad mulateamce, as necessary,
reaconnblc wear and fear excepted; and
(iii) Consistent with the sanderds far garage operation and for public wca
maintcnence and operation as set forth, rupectlvely, in the:
;!) Parking Garage Maintenance Manual (August 1995), published
by the Netionol Parking AssoeiatioNPazkirg Cersiltants Council, a copy of which is attached lurcto
es fshibit 14.E(a), as the same may berevised from time ro lime; •
(Z) Owner's Cmrage ~leintrnance Standards, attached he*. eto na
Pt:bibit 14.1(h), es the snore may be revised from time to pore by mutual consent of Osvrer and
Terart; and
Page 21 ~
oea:eon/Pallcan I
J I
(1) Owna's Operating Standards, as set forth in lEslilbit 14.1(x), as
s¢me may be revised from time to time by mutual consent of Owner and Tenant --
(b) The services to be performed by tie Aceeptable Operator shall include, wiCnout
iimitation, the following:
(i) Acceptable Operetor will provide tccimittrl services to assist Tatnnt iu
the furnishing end equipping, mantennnce and operation of ;he Prcrnises. These scrvsces will include,
among other things, (1) review and aporoval of arehiteetuml glans, plans for dcsigu, :wd plans for
fixtures end equipment to ensurn that the Garage will meet the standards set forth in this Lease; (2}
develop criteria for fixuires and cuuipment end assist in obtaining sources of supple, turd (3) assistancD
io coordinating purchases and installation of 5xtuces and equipment.
(ii) Acceptable Operator will provide regrdred services to Tenatitto prepare
the Garage for opening, incluclin{t, wlthrn.t limitation, (1 }recruiting, training and employing personnel;
(2) pte-opening marketing and advcrtiaing; (3) negotiating contracts for supplies and simiinr items;
(4) assistance in obtaining necessary licenses and permits; grid (5) essistnnce in purchasing iailial
operating supplies.
(c) Tenant shall provide in the Ma:uigement Agreement thot Acceptable t~erator
shall operate and manage the Premises in accordance wdth the provisions of this Lease, including'
without lhnitatinn, AYtele 6 trcrcof. Aeceptsble Opa-ator st•.all have authority W operate the Ptemises
in the name of, and for the account of, Tenant.
(d) Tenant hereby agrees to inrarporate the coveaants and agreements contained
in this Article:n'be M.9nagement.Ayreement as covenants uod agreements of the Acceptable Operator.
(e) Tae Acceptable Opvefors interest in llw Manngemcnt Agreement shall ba
snbjectand subonlinate to (i) the Owner's Interest in the?remises; and (il) the terms and couditious
of this Lease. As betvreen Owner and Tenant, in the event of any conflict betwti°en the Germs of Fhis
Lease srtd the terms of the A4a~agctneut Agreement, 4te terms of this Lease shall brovean. Tenant s}urll
remain responsible for performing al] oC its obligations hereunder notwithstanding the fact that the
Premises is bclug managed bq tfie Acceptable Operator. '
(~ Nohvithsmnding enythirrg [o dtc contrnry canteiacd in this SttNua ]5.1, the
Pxmisca may be manage:: by an operator (including Tcnam) that is not an Accaptabie Operator,
provided that such operator is approved by the Owner, which approval may 6e grnated or ~vitidre[d in
(hvnet's sole and absolute disoation, for nay retlson or for no reason whatsoever. Any operator
approved by Owner pursuant to this Satioa 1&1(f) shall be deemed to be an Aceeptnble Operator for
al: purposes of this Lease.
Page 22
Dantean/Fatten