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HomeMy WebLinkAboutAgreement with Standard Parking r . 0 ?040 � 6 f AGREEMENT BETWEEN THE CITY OF- MIAMI. BEACH, FLORIDA AND STANDARD PARKING, CORPORATION TO PROVIDE PARKING METER COLLECTION SERVICES FOR THE CITY OF MIAMI BEACH PARKING SYSTEM PURSUANT TO REQUEST FOR PROPOSALS NO. 17- 05106 THIS AGREEMENT made on this -Zididay of A ( 41 1 ; 2011, by and between the CITY OF' MIAMI BEACH, a Florida municipal corporation located at 1700 Convention Center Drive, Miami Beach, Florida (City), which term shall include its officials, successors, legal representatives, and assigns, and STANDARD PARKING - CORPORATION, a Delaware corporation with Focal offices at 901 South Miami Avenue, Suite 303, Miami, Florida (Contractor), - which term shall include its officials, successors, legal representatives, and assigns. SECTION 1 DEFINITIONS Agreement: This written Agreement between the City and the Contractor.. - City Manager: ' "City Manager" means the Chief Administrative Officer of the City or his /her authorized designee. Contractor: For the purposes of this Agreement, Contractor shall be deemed to be an independent contractor,, and not an agent or employee of the City. Contract ,Manager: An individual designated and fully funded by Contractor vested with the authority to represent, correspond, and act on behalf of the Contractor with regard to the performance of the Services and this Agreement. 4 Policies.and Procedures: The City of Miami Beach - Parking Department Policies -and Procedures for Meter Collection Services, as same may be amended from time to time. Project Coordinator: An individual : designated by the City Manager with the authority to represent, correspond, and act on behalf of the City with regard to the day to day performance of ahe Services. Proposal p Documents:: Proposal Documents shall rrmean.Request for Proposals No. 17 -05/06 to Solicit Proposals for Parking Meter Collections Services for the City's Parking System (the RFP); and b) the Contractor's response thereto (Proposal), both of which are attached and incorporated as Exhibit "A" hereto; provided, however, that in the event of an express conflict between the Proposal Documents and the Agreement, the precedence will - be given to that term /provision which allows the City to enforce the Agreement in the strictest possible terms, and /or in accordance with the term(s) most.favorable to the City. Risk Manager: The Risk Manager of the City, with offices at 1700 Convention Center Drive, Third Floor, Miami Beach, Florida, 33139.: Services: All services, work and actions by the Contractor performed pursuant to or undertaken under. this Agreement, including, without limitation, those set forth in. the Proposal Documents, and . any exhibits. and /or amendments hereto. Termination: Termination of Contractor's- Services, as provided in Section 4.7 of this Agreement. SECTION 2 SCOPE OF WORK AND SERVICES REQUIRED (SERVICES) Contractor shall provide the City of Miami 'Beach` Parking System with trained, qualified employees, ositioned as parking meter collectors and supervisors, as deemed necessa b . p p g p rY Y the City, through its City Manager, and /or the Manager's authorized designee (who shall also be the ,Project Coordinator), at their - respective sole.and reasonable discretion; to,provide the Services contemplated in this Agreement. These individuals will be employees of the Contractor and shall at -:.no time be considered City employees. Contractor shall select, train, and employ such number of employees as is necessary or appropriate for Contractor to provide the Services and to satisfy its responsibilities hereunder. Contractor will utilize other Contractor employees to fill -in for vacation days and sick days for all personnel required by the City under this Agreement. Selection hiring,', and staffing. of the required parking meter collectors and supervisors, as required to ensure. the-provisions of-the- Services in a first -class manner, will be the sole responsibility of the Contractor. Notwithstanding the preceding, however, the City Manager and /or Project Coordinator shall have the` authority, at any time during the Term hereof, to review Contractor's staffing level&to.determine, (in their respective reasonable discretion), that Contractor is providing the Services in accordance with.the highest levels of service and professionalism, and in a manner comparable to the provision of similar work and /or services in comparable municipalities or'government agencies. It is.the sole responsibility of the Contractor to ensure that all personnel are trained in the use of the equipment required to open, collect, and audit the single space and multi- space parking meters, and -have received training in,- and are fully knowledgeable with; the' Policies and Procedures. Contractor and its employees shall at all times, during the Term, adhere to the Policies and Procedures. Notwithstanding the preceding, the City reserves the right, in its sole and 3 reasonable discretion, to amend the Policies and Procedures at any time :du,ring the Term, and Contractor hereby agrees and acknowledges to be governed by any and all such amendments. Contractor shall issue its employees uniforms, which shall be approved by, the Project F . Coordinator, and worn per City- issued standards. Contractor and its employees shall keep uniforms in like -new condition: Contractor will provide and directly pay for the costs of all uniforms for its - .a employees. Contractor will provide for individual honesty tests for its employees during its hiring process, and as may otherwise be required by the Project Coordinator from time to time. Contractor shall rovide Collection. Service for single space parking meters and/or p 9 p p 9- r multi - space pay stations owned by the City of Miami Beach, located at sites designated herein within the City of Miami Beach. Collection Service shall transport all coins, bills, and /or data collected from single space parking meters and /or multi - spaces pay stations to any place within the City of Miami Beach deemed acceptable to the Project Coordinator, for the purpose_ of counting, :storing, depositing, or any combination thereof: Contractor shall be responsible for the coded collection keys,. electronic locking system access cards, sealed coin collection buckets, bill hoppers, and data retrieval hand held devices and /or cards issued by the City. Contractor shall be solely responsible for repair or replacement, including parts and labor, of any equipment required due to being damaged lost, or stolen while in its care, custody; and /or control. This includes, without limitation,' access cards, hand held computers, data retrieval cards, sealed coin collection buckets, bill hoppers, and any other cost associated with securing all parking spaces affected by the breach. Any of the aforementioned property including, without limitation, locks, electronic locking system access cards, hand held computer devices, sealed coin collection buckets, bill hoppers, and data retrieval cards /devices, must be replaced. within seven (7) calendar days of loss. Failure to meet the timeline of this provision shall result in a penalty of $250.00 per day, or ten percent (10 %) per day of the total value due to the City from the Contractor due to the loss of City Property; whichever is.greater. The greater of these two penalties will be assessed against the Contractor for every calendar day past-the seventh (7th) day; such.penalty is to be deducted.from any future or current remittances due to the. Contractor. All equipment supplied by the City to the Contractor for the purpose-of this contract will be replaced at the Contractor's expense in the event of damage caused while in the Contractor's.care and custody. Contractor Personnel shall be unarmed at all times.while engaged in the collection of and transportation of parking meter revenues. Contractor shall provide secure and safeguarded vehicles. A minimum of three (3) collection vehicles must be supplied; additional vehicles should be provided, as needed to ;perform collection and collection supervision services. Each vehicle is to be equipped in accordance with the specifications outlined in the RFP. Each Collection Service vehicle shall have a minimum of two (2) collection service personnel, in uniform; with photograph identification. The Collection Service personnel will wear identification tags, provided by the City' at all times while collecting coins and delivering the,collected or counted coins. One (1') supervisor must remain. in radio contact with the Project Coordinator and /or his /her authorized designee (for this purpose) within the City's Parking Department. The Contractor agrees not to hire any City employee as a part- time or full -time employee that would participate and /or be associated with the Services outlined herein in providing.parking meter collection services to the City -of - Miami Beach. The City's Parking Department shall have the right to have its personnel, as deemed appropriate, and in the sole discretion of the City Manager and /or the Project Coordinator, to closely monitor the 5 collection - service for any and all security reasons. The Contractor shall be responsible for returning any loaned equipment to the City. Any equipment damaged while in the custody of the Contractor will be repaired or replaced at the Contractor's sole cost and expense. Contractor shall reimburse City, in full, for any discrepancies within seventy -two (72) hours of notice, whether written or verbal', from City to Contractor'of said discrepancy. Reimbursement shall be made to: City of Miami Beach Parking Department 1755 Meridian Avenue, Suite 200 Miami Beach, Florida 33139 Attention: Parking Director 2.1 Proposal Documents Incorporated: Notwithstanding the description of the Services in this Section 2, Contractor shall, without limitation, provide any and all services and /or other work asset forth in the Proposal Documents. - In the event that the Project Coordinator determines that Contractor is not providing a particular service. and /or other work which was specified in the Proposal Documents, the Project Coordinator may elect, at his /her sole discretion and judgment, to identify the deficiency by written notice to Contractor. Contractor shall be required to provide said service and /or work (as set forth in Project Coordinator's notice) - within ten (10) business days of such written notification. Notwithstanding the preceding, the aforestated notice shall be provided to Contractor at Project Coordinator's sole election and discretion, and shall in no way limit any of the City's rights and remedies (including, without limitation an extension of the cure period) in the event of a default by Contractor pursuant to this Agreement. 2.4-- Frequency of Collection: At the City's sole option and discretion, Contractor may be required to increase or decrease the frequency of collection. 2.5 Additional Public Benefit: During the,Term, and subject to mutual agreement by the parties (which mutual agreement shall be memorialized in writing and executed by the City Manager, on behalf of the City, and Contract Manager, on behalf of Contractor), the .Contractor shall implement one or more joint "public- private ": not- for - profit collaborations for the benefit of the City of Miami Beach community, including, without limitation, a Children's Toy Drive; Thanksgiving Food Drive; and similar events. SECTION 3 COMPENSATION 11 FIXED FEE Contractor's, billing rate will be $0.65 per single space meter collected, and $6.50 per multi- space meter collected u'p to September 30, 2010. : Commencing on October 1, 2010, through September 30, 2011, Contractor's billing rate will be adjusted to $0.714 per single space meter collected, and $7.14 per multi -space meter. collected. Commencing on October 1, 2011, through January 12, 2012 (expiration of the second' renewal term), Contractor's billing rate will be $0.749 per single space meter, collected, and $7.49 per multi -space meter collected. Employees will be paid by the Contractor on an hourly basis. Contractor will be solely responsible for payment of payroll taxes, worker's compensation,, retirement benefits, and group insurance for each, of its employees, and the City shall have no : liability whatsoever, whether to Contractor or its individual employees, for same. - The parties acknowledge that the Federal Minimum Wage (covering the classification of Services provided under this Agreement) may be increased, or that the Contractor may want to increase the gross hourly rate and corresponding benefits to its employees, during the Term of the 7 Agreement. In the event the Federal Minimum Wage (covering the classification of Services provided under this Agreement) is increased ° through � enactment of Federal legislation; the Contractor shall promptly notify the City Manager, in writing, ._of such increase. Following presentation of documentation (satisfactory to the City Manager), verifying such increase, and subject further to prior approval of the City Commission, which approval, if given. at all, shall be at . the sole option and reasonable discretion of the'Commission, Contractor may be entitled to receive additional compensation equal to the actual increase in the 'Minimum Wage - applicable to the Services provided. This may result in corresponding increase to the billing rate to the City. 3.1.1, Living Wage Ordinance Requirement: All notices will be printed in English, Spanish, and Creole. CONTRACTOR, BY ITS EXECUTION OF THIS AGREEMENT, HEREBY ACKNOWLEDGES AND AGREES TO BE BOUND BY THE PROVISIONS OF THE CITY'S LIVING WAGE ORDINANCE, AS CODIFIED IN CHAPTER 2, DIVISION 6, SECTIONS 2 -407 THROUGH 2- 410 OF THE CITY CODE, AS SAME MAY BE AMENDED FROM TIME TO TIME. Pursuant to Section 2 -408 of the Miami Beach City Code, as same maybe amended from time to - time, Contractor shall be required to pay all employees who provide services pursuant to - this Agreement, the hour) living wage rates based on the following three 3 year phase approach. A 9 Y 9 9 9 (.) Y p pp • Commencing with City fiscal year 2010 -11 (October 1, 2010), the hourly living wage rate will be $10.16/hr. with health benefits, and $11.41/hr without benefits; • Commencing with City fiscal year 2011 -12 (October 1, 2011), the hourly living wage rate will be $10.72/hr with health benefits, and $12.17/hr without benefits; and •' Commencing with City fiscal year 2012 -13 (October 1-; 2012), the hourly living rate will be $11.28/hr with health benefits, and $12.92/hr, without benefits. g i For Contractor to comply with the new Living Wage requirements by choosing, to pay the lower hourly rate, when a covered - employer also provides health benefits, such health benefits shall consist of payment of at least 1.64 per hour toward the provision of a health benefits plan for covered employees and their dependents. Contractor's failure to comply. with this provision shall be deemed a material breach under this Agreement, under which the City may, at its sole option, immediately terminate the Agreement and may., further, subject Contractor to additional penalties and fines, as provided in the City's Living Wage Ordinance, as amended. Equal Benefits Requirements: THE FOLLOWING REQUIREMENT SHALL APPLY TO THIS CONTRACT: Contractor, by its execution of this Agreement, further acknowledges that it is required to' comply with all applicable provisions of City Ordinance No. 2005 -3494, as same may be amended from time to time, which requires certain contractors to provide equal benefits for domestic partners* .(the Ordinance): This Ordinance .applies to all employees of Contractor who work within the City limits of the City of Miami_ Beach, Florida, and the Contractor's employees located in the United States, but outside of the City of Miami Beach limits, who are directly performing work on the Agreement. CONTRAC TOR BY ITS EXECUTION OF THIS AGREEMENT, HEREBY ACKNOWLEDGES AND AGREES TO BE BOUND BY THE PROVISIONS OF THE ORDINANCE, AS SAME MAY BE AMENDED FROM TIME TO TIM' €. 3.2 METHOD OF PAYMENT Payment shall be -made monthly to Contractor pursuant to daily reports submitted by the City for all meters collected referenced in subsection 3,1.. The City shall verify all records. and any discrepancies shall be duly noted and deducted from Contractor's invoice. City will process all approved invoices in a timely manner. Contractor's invoices and all required back -up documentation shall be submitted to: City of Miami Beach Parking Department 1755 Meridian Avenue, Suite 200 Miami Beach, Florida 33139 Attention: Saul Frances, Parking Director SECTION 4 GENERAL PROVISIONS 4.1 . CONTRACTOR'S EMPLOYEES Contractor will make every effort to obtain and hire personnel of the highest quality, caliber, and integrity relative to each position required to perform the Services hereunder. All personnel shall have, at a minimum, good command of the 'English language; and shall be qualified to complete all daily assigned tasks and related duties. All personnel must be bonded and insured, with proof of same to be made available to the Contract Administrator.` upon request. Notwithstanding the preceding, the City agrees that Contractor's bonding requirement may be satisfied as provided in subsection 4.6.2. Contractor's employees shall be employees of Contractor and shall not be_ considered agents or employees of the City. Subject to the provisions of this Agreement, Contractor shall select the number, function, qualifications, and compensation (including benefits as applicable) of each and every one of its employees. In its performance of the Services, the Contractor. shall comply, and shall be solely responsible for ensuring that its employees comply, with all applicable City, State, County, and 10 Federal laws and ordinances including, without limitation, applicable ordinances, codes, and rules and regulations of the City (including, without limitation, the Policies and Procedures); ADA; and EEO Regulations and Guidelines. 4.1.1 Immediate Removal of Parking Meter Collectors: The City reserves the right, to be exercised by the Project Coordinator in his /her sole and reasonable discretion, to immediately require that the Contractor remove any meter collector(s), and /or supervisor(s) within one (1) 'hour of notification - thereof, whether written or verbal, by the Project Coordinator to Contractor's Contract Manager, ° where the Project Coordinator has determined that said employee(s) is unfit for the duties he /she is assigned, and /or is otherwise deemed reasonably unacceptable by the Project Coordinator. The Project Coordinator may deem an employee unacceptable where, in his /her sole and reasonable judgment, he /she determines that an employee is not providing Services and /or performing in accordance with the standard of quality and level of professionalism as would be commensurate with parking meter collectors /supervisors in similar municipalities or government agencies; and may, without limitation, consider such factors as job knowledge; courtesy to the public; attendance;. communication skills, honesty, and integrity; and /or capability as a meter collector, and /or supervisor (as the case may be). 4.2 PUBLIC ENTITY CRIMES Prior to commencement of the Services, Contractor shall file with the Office of the City Clerk a State of Florida Form PUR 7068, Sworn Statement, under Section 287.133(3)(1,), Florida Statutes, (Public Entity Crimes). 4.3 CONTRACT MANAGER Prior to commencement of the Services, Contractor shall appoint a trained and qualified individual, acceptable to the City Manager; to serve as Contract Manager for the Services; who shall be fully.responsible for the day -to -day activities. under this Agreement;` who shall serve as the primary contact for-the City's' Contract Administrator. The City Manager, in his /her sole and 11 reasonable discretion, shall determine the Contract Manager's schedule. The Contract Manager shall be fully funded and paid by the Contractor. Contractor further agrees that, within fourteen (14) days - written notice from the City Manager, Contractor shall promptly review and replace the Contract Manager assigned to this Agreement, which request may be made by the City Manager with or without stating cause'for same. 4.4 DURATION AND EXTENT OF AGREEMENT (TERM) The initial term of this Agreement shall be for a period of three (3) years, and shall be deemed to have commenced retroactively on July 13, 2006 (Commencement Date), and ended on July 12, 2009. At the City's sole option and discretion, and provided Contractor is in good standing pursuant -to the terms of the Agreement; the City may renew the Agreement for two (2) additional one -year terms, upon the same terms and conditions set forth herein, by providing written notice to Contractor no later than thirty (30) days before the expiration of the initial term (or a renewal term as the case may be): The parties agree and acknowledge that, pursuant to Resolution No, 2009- 27101, the City exercised a month to month extension of the initial term commencing on July 13, 2009 and terminating on January 12,. 2010. The parties further acknowledge and agree that, pursuant to Resolution No. 2010- 27313, the City Commission authorized the administration to exerciserthe first renewal option.,' which is deemed to have . commenced on January 13, 2010 and shall end on January 12, 2011. 4.5 INDEMNIFICATION Contractor, agrees to indemnify and hold harmless, the City of Miami Beach and its officials, officers, employees, contractors, and agents, from and against any and all actions, claims, liabilities, losses, and expenses, including, without limitation, reasonable attorneys' fees, for personal, economic or bodily injury, wrongful death, loss of or damage to property, . '12 . in law or in equity, which may arise or be alleged to have arisen from the negligent acts, errors, omissions or other wrongful conduct of the Contractor, and /or its officials,, officers, employees, agents, contractors, and /or any other person or entity acting under Contractor's supervision and /or control, in connection with the Contractor's performance of the Services pursuant to this Agreement.. To that extent, Contractor shall pay any and all such claims and losses, and shall pay any and all such costs and judgments which may :issue from any lawsuit arising from such claims and losses, and shall .pay' all costs and attorneys' fees expended by the City in the defense of such claims and losses, including appeals. The parties agree that one percent (1 %) of the total compensation for the Services under this Agreement is the specific consideration from the City to the Contractor for the Contractor's Indemnity Agreement: The Contractor's obligation under this Section shall not include the obligation to indemnify the City of Miami Beach and its officials, officers, employees, contractors, or agents, from and against any actions or claims which arise or are alleged to have arisen from the gross negligence or willful misconduct of the City and its officials, officers, employees, contractors or agents. The parties each agree to give the. other party prompt notice of any claim coming to its knowledge that in any way directly or indirectly affects the other party. = The parties acknowledge and agree that this Indemnity Agreement is intended to and shall survive termination of this Agreement. 4.6 INSURANCE / BONDING REQUIREMENTS 4.6.1 Insurance Requirements: 4.6.1.1 The Contractor shall not commence the Services until all insurance required under this Section has been obtained and such insurance has been approved by the City's 13 - Risk Manager. The Contractor shall maintain and carry in full force during the Term, or throughout the duration of the"Services whichever period is longer; the'following required insurance coverage: 1) Contractor General Liability, in the minimum amount of $1,000,000.00 subject to adjustment for inflation. An original. certificate of insurance evidencing the Contractor's (and any sub- contractor's) Insurance Policy must be filed and. approved by the Risk Manager prior to commencement of the Services. The City of Miami Beach, Florida, must be named as an additional insured. 2) Workers Compensation & Employers Liability, as required pursuant to Florida Statutes. 3) Automobile Liability - $1,000,000 each occurrence — owned /non- owned /hired automobiles included: All of the limits of insurance required pursuant to this subsection 4.6 shall be subject to review by the City Manager and, in connection therewith, Contractor shall carry or cause to be carried such additional amounts as he /she may reasonably require from time to time, but the City Manager may not impose such new limits anymore frequently than once in every . f three (3) year period from the Commencement Date. Any requests by the City Manager that Contractor carry-or cause to be carried additional amounts of insurance sha l not be deemed reasonable unless such additional amounts are commonly carried in the case of similar services in South Florida of'a size, nature and character similar to the size, nature and character of the Services. 4.6.1.2 All of Contractor's certificates for any coverage required under this Agreement shall contain endorsements, providing that written notice shall be given to the City,, through the Contract 14 Administrator, at least thirty (30) days prior.to termination; cancellation or reduction in coverage in the policy. The insurance must be furnished by insurance companies authorized to do business in the State of Florida and approved by the City's Risk Manager. Original certificates of insurance for the above coverage must be submitted to the City's Risk Manager.* These certificates will be kept on file in the office of the Risk Manager, City Hall, 1700 Convention, Center Drive, 3rd Floor, .Miami Beach, Florida, .33139. The Contractor shall also be solely responsible for obtaining, submitting, and maintaining current and in full force, all insurance for its subcontractors. This coverage shall be subject to verification and other requirements for insurance, as required of Contractor's own required coverage under this subsection 4.6.1`.. 4.6.1.3 All insurance policies must be issued by companies authorized to do business under the laws of the State of Florida. The companies must be rated: no less than "B +" as to management and not less than "Class VI" as to strength by the latest edition of Best's Insurance.Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent (subject to the approval. of the City's Risk Manager). _ 4.6.1.4 Compliance with the insurance requirements in this Section, shall not relieve the Contractor of the liabilities and obligations under this Section or under any other portion of this Agreement including, without limitation, Contractor's obligation to indemnify and hold the City harmless pursuant to subsection 4.5 hereof. The City's Risk Manager shall have the right to obtain from Contractor specimen copies of any required insurance policies in the event that submitted certificates, of insurance are inadequate to ascertain compliance with required coverage. 15 4.6.2 Bonding Requirements: A Performance Bond, in the amount of $500,000.00, will be required of the Contractor to give the City surety of the Contractor's financial stability. The Performance Bond must be in full force and effect throughout the Term. The form of the bond shall,be approved by the City's Chief Financial Officer, and shall be issued by a corporate surety bond company licensed to do business in the State of Florida. 4.7 TERMINATION, SUSPENSION AND SANCTIONS .4.7.1 Termination for Cause: If the Contractor shall fail to fulfill in a timely manner, or otherwise violates any of the terms, conditions, covenants, agreements, or stipulations in this Agreement, the City, through its City Manager, shall have the right to terminate the Agreement and the Services then remaining to be performed. Prior.to exercising the option to terminate for cause, the City Manager shall notify the Contractor of its violation. of the particular term(s) of this Agreement, and shall grant Contractor seven (7) days to cure such default. If such default remains uncured after seven (7) days, the City Manager, may terminate this Agreement without further notice to Contractor. Notwithstanding the above, the Contractor shall not be relieved of liability to the City for damages sustained by the City by virtue of any Agreement breach, error, or omission by Contractor. Additionally, the City may reasonably withhold payments to the.Contractor for the purposes of set- off until such time as the exact amount of damages due the City from the is determined. 4.7.2 Termination for Convenience of the City: NOTWITHSTANDING THE LANGUAGE IN SUBSECTION 4.7.1, THE CITY (THROUGH ITS CITY MANAGER) MAY, FOR ITS CONVENIENCE AND WITHOUT CAUSE, TERMINATE THIS AGREEMENT AND THE SERVICES THEN REMAINING TO BE PERFORMED AT ANY TIME BY GIVING THIRTY (30) DAYS WRITTEN NOTICE TO CONTRACTOR OF SUCH TERMINATION, WHICH SHALL BECOME EFFECTIVE AS OF THE DATE SPECIFIED IN THE NOTICE TO 16, 4 CONTRACTOR. 4.7.3 Termination for Insolvency: The City also reserves the right to terminate the Agreement and the remaining Services to be performed in the event the Contractor is placed either in voluntary or involuntary bankruptcy or makes an assignment for the benefit of creditors.. In. such event, the right and obligations for the parties shall be the same as provided for in Section 4.7.2. 4.8 ASSIGNMENT, TRANSFER OR SUBCONTRACTING The Contractor shall not subcontract, assign, or transfer any work under this Agreement without the prior written consent of the City Commission which consent, if given at all, shall be at the Commission's sole and reasonable discretion. 4.9 AUDIT AND INSPECTIONS At any time during normal business hours, and as often as the City Manager may deem - necessary during the Term hereof, Contractor shall make available to the City Manager and /or such representatives_ as he /she may deem to act on his /her behalf, to audit, examine, inspect, and /or copy, any and all records and documents Of Contractor's related to matters covered by this Agreement including, without limitation, .all contracts, invoices, payrolls, records of personnel, conditions of employment, and such other data records, documents, and /or materials as may relate to.matters covered by this Agreement (collectively, the Records). Contractor shall maintain any and all such Records throughout the Term, and for a period of three (3),years after expiration of the Agreement and /or the conclusion of the Services (whichever is later). 4.9.1 Access to Records: Contractor agrees to allow the City Manager, and /or such authorized . representatives as he /she may deem to act on behalf of the City, access during normal business hours to all Records pertaining to this Agreement and the performance of the Services, and agrees provide such 17 assistance as maybe necessary to facilitate audit (whether financial or otherwise) and /or inspection 'by the City Manager or his /her representatives. 4.9.2 Contractor shall bind any of its sub - contractors performing any portion of work and /or. services under this Agreement to the provisions of Sections 4.9 and subsection 4.9.1 hereto. 4.9.3 Annual Performance Evaluation and Audit: It is the parties' intent to stay informed of comments and suggestions by the City regarding Contractor's performance under this Agreement. Accordingly, within thirty (30) days after the end of each contract- year during. the Term, the City Manager and Contractor shall meet to review and evaluate Contractor's performance under the Agreement for the previous contract year, following which a detailed written report/performance evaluation shall be prepared and presented by the City Manager to the City Commission either (at the Manager's election) as a report submitted to the City 'Commission pursuant to a regular Commission agenda, or via Letter to Commission format. 4.10 EQUAL EMPLOYMENT OPPORTUNITY In connection with the performance of the Services, the Contractor shall not discriminate against any employee or applicant for employment because of race, color, religion, ancestry; sex, age, national origin, place of birth, marital status, sexual orientation, gender identity or disability. The Contractor shall take such action a's may behecessaryr to ensure that applicants are employed and that employees' are treated during their employment without regard to their race, color, religion, ancestry, sex, age, national origin, place of birth, marital status, sexual orientation, gender identity, or disability. 4.10.1 Sanctions for Noncompliance with Nondiscrimination Provisions: In the event of Contractor's noncompliance with the nondiscrimination provisions of this Agreement, the City.shall impose such sanctions as the City, orthe State of Florida, may determine to be appropriate including, without limitation, withholding of payments to the Contractor under the Agreement until the Contractor complies, and /or cancellation or 18 termination of the Agreement (and of the Services). In the event the City cancels or terminates the Agreement, pursuant to this subsection, the rights and obligations of the parties shall be the same as provided in Section 4.7.1.. 4.11 .CONFLICT OF INTEREST The Contractor agrees to adhere to and be governed by the Miami -Dade County Ethics and Conflict of Interest laws, as same may be amended from time to time, and by the City of Miami Beach Charter and Code, as same may be amended from time to time, in connection with the performance of the Services. The Contractor covenants that it presently has no interest and shall not acquire any interest, direct or indirectly, which would conflict in any manner or ' degree with the performance of the Services. The Contractor further covenants that in the performance of this Agreement, no person having any such interest shall knowingly be employed by the Contractor. 4.12 NOTICES All communications relating to the day -to -day activities under the Agreement shall be exchanged between the Contract Manager appointed by Contractor and the City's Project Coordinator. The Contract Manager and Project Coordinator shall be designated by the parties, in writing, no later than the Commencement Date. Any subsequent replacements shall also be designated in writing. All other notices and communications in writing required or permitted hereunder may be delivered personally to the representatives of the Contractor and the City listed below or may be mailed by registered mail, postage prepaid (or air - mailed if addressed to an address outside of the city of dispatch). 19 . Until changed by notice in writing, all such notices and communications shall be "addressed as follows: TO CONTRACTOR: Standard Parking Corporation 901 South Miami Avenue, Suite 303 Miami, FL 33130 Attention:, Roamy Valera, Vice - President, Regional Manager WITH COPIES TO: Standard Parking Corporation 1301 East 9 Street, Suite 1050 Cleveland, OH 44114 Attention: James Stevenson, Senior Vice President TO CITY: City of Miami Beach Office of the City Manager 1700 Convention Center Drive, 4 Floor Miami Beach, FL'33139 (305) 673 -7010 . Attn: Jorge M. Gonzalez, City Manager and City of Miami Beach Parking Department 1755 Meridian Avenue, Suite 200 .Miami Beach, FL 33139 (305) 673 -7000, extension 6483 Attn: Saul Frances, Parking Director WITH COPIES TO: City of Miami Beach Office of the City Manager 1700 Convention Center Drive, 4 Floor Miami Beach, FL 33139 Attn: Jorge G. Gomez, Assistant City Manager _ Notices hereunder shall be effective: If delivered personally, on delivery; if mailed to an address in the city of on the day following the date mailed; and .if mailed to an address outside the city of dispatch on the seventh day following the date mailed. 4.13 GOVERNING LAW AND EXCLUSIVE VENUE This Agreement shall be governed by, and construed in accordance with, the laws of the State of Florida, both substantive and remedial, without regard to principles of conflict of laws. The exclusive venue 20 for any litigation arising out of this Agreement shall be Miami -Dade County, Florida if in State court, and the U.S. District Court, Southern District of Florida, if in federal court. BY ENTERING INTO THIS AGREEMENT, CONTRACTOR AND CITY EXPRESSLY WAIVE ANY RIGHTS EITHER PARTY MAY HAVE TO A TRIAL BY JURY OF ANY CIVIL LITIGATION RELATED TO, OR ARISING OUT OF, THIS AGREEMENT. 4.13.1 If a dispute arises out of, or related to, this Agreement, or the breach thereof, and if the dispute cannot be settled through negotiations, the parties agree first to try in good faith to settle the dispute by mediation administered by the - American Arbitration Association, or other similar alternative dispute resolution organization, person or source agreeable to the parties, before resorting to litigation or other dispute. resolution procedure. 4.14 COMPLIANCE WITH ALL APPLICABLE LAWS The Contractor, its officials, officers, employees, contractors, and agents shall comply with all applicable Federal, State and County laws; the Charter, related laws, Code, and ordinances of the City of Miami Beach; the Policies and Procedures; and a and all applicable rules and regulations promulgated by local; State and national boards, bureaus and agencies as they relate to this 'Agreement. 4.15 EMPLOYEE /SUB- CONTRACTOR SKILL, KNOWLEDGE AND EXPERIENCE The Contractor represents that it has made, and will continue to make; reasonable investigation of all employees to be utilized in the performance of the Services, to determine that all possess the requisite skill, knowledge, and experience necessary to enable them to perform their respective work and /or portion of the Services, in accordance with the level of service and quality associated with the operation of similar municipalities or government agencies. Notwithstanding the preceding, or any other term or,condition of this Agreement, Contractor shall be primarily and solely responsible to the Cityfor the performance of the Services under this Agreement. t 4.16 LIMITATION OF CITY'S LIABILITY The City desires to enter into this Agreement only if in so doing the City can.place a limit on its liability for any cause of action for money damages due to an alleged breach by the City this Agreement, so that its liability for any such breach never exceeds the total amount-of $50,000, less any sums actually paid thereon by the City to Contractor (in consideration of any Services satisfactorily rendered). Contractor hereby expresses its willingness to enter into this Agreement with Contractor's recovery from the City for any damage action for breach of contract to be limited to a maximum amount equal to $50,000, less the amount of all funds actually paid by the City to Contractor pursuant to this Agreement. Accordingly, and notwithstanding any other term or condition of this Agreement,. Contractor hereby agrees that the City shall not be liable to the.Contractor for damages in an amount in excess $50,000, which amount shall be reduced by such amounts actually paid by the City to Contractor pursuant to this Agreement, for any action or claim for breach of obligations imposed upon the City by this Agreement. Nothing contained in this paragraph or elsewhere in this Agreement is in any .way intended to be a waiver of the limitation placed. 4.17 NO PARTNERSHIP Nothing in -this Agreement shall constitute or be construed to be or create a.partnership or joint venture between City and Contractor. 4.18 MOST FAVORED PUBLIC ENTITY The Contractor represents that the prices charged to the City in this Agreement dor not exceed existing prices to other customers for the same or substantially similar items or services for comparable quantities under similar terms and conditions. If Contractor's prices decline, or should Contractor, at any time during the Term of this Agreement, provide the same services to any other customer at prices below those set forth herein, then such lower prices shall be immediately extended to the City. 22 4.19. ENTIRETY OF AGREEMENT This writing, the Services, the Proposal Documents, and 'any exhibits and attachments hereto, are intended to embody the entire Agreement and understanding between the parties hereto, and there are no other agreements and understandings, oral or written with reference to -the subject matter hereof that are not merged herein and superseded hereby. No alteration, change, or modification of the terms of this Agreement shall be valid unless amended in writing, signed by both parties hereto, and approved by the City. I'NWITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their appropriate officials, as of the date first entered above. FOR CITY: CITY OF MIAMI BEACH, FLORIDA ATTES By: M ID ' ' By: City Clerk Mayor FOR CONTRACTOR: STANDARD PARKING CORPORATION ATTEST: By: Senior Vice - President cutive Vice- President f. loingl$ manlrarlagreementlmeterco llection- standardagreement - 2006- rev2011 july14. doc APPROM AS's FORM & LANOMM 1�GE1ri 23 i Ci At.tcrrl, Da E' V_ Exhibit "A" Request for Proposals N.o. 17 -05106 and Standard Parking Corporation. Proposal (See attached) 24 I "